SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-K
 (X)     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

         For the Fiscal Year Ended June 27, 1997

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

         For the transition period from                             to

                         Commission File Number: 0-10726

                             C-COR ELECTRONICS, INC.
             (Exact name of Registrant as specified in its charter)

             Pennsylvania                        24-0811591
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)

                                 60 Decibel Road
                        State College, Pennsylvania 16801
              (Address of principal executive offices and Zip Code

Registrant's telephone number, including area code:             (814) 238-2461

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class         Name of each exchange on which registered
                  None                            Not Applicable

Securities registered pursuant to Section 12(g) of the Act:  
                   Common Stock, $.10 par value


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes (X) No ( )

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of Registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ( )

As of September 5, 1997, the aggregate  market value of the voting stock held by
non-affiliates of the Registrant was $122,115,561.

As of September 5, 1997,  the  Registrant  had 9,141,514  shares of Common Stock
outstanding.

Documents Incorporated by Reference:

        1)     1997 Annual Report to Shareholders (Parts I, II and IV)
        2)     Proxy Statement dated September 15, 1997 (Part III)

<PAGE>


                                     PART I

Item 1.  Business

Some of the  information  presented in this report  constitutes  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  Although the  Corporation  believes  that its  expectations  are based on
reasonable  assumptions  within the bounds of its  knowledge of its business and
operations,  there can be no  assurance  that  actual  results  will not  differ
materially  from its  expectations.  Factors which could cause actual results to
differ from  expectations  include the timing of orders received from customers;
the gain or loss of significant customers;  changes in the mix of products sold;
changes in the cost and  availability  of parts and  supplies;  fluctuations  in
warranty costs; completion of a tentative settlement for certain litigation; new
product    development    activities;    regulatory    changes   affecting   the
telecommunications  industry, in general, and the Corporation's  operations,  in
particular; competition and changes in domestic and international demand for the
Corporation's  products;  and other  factors  which may  impact  operations  and
manufacturing.  For additional  information concerning these and other important
factors which may cause the  Corporation's  actual results to differ  materially
from expectations and underlying assumptions,  please refer to the reports filed
by the Corporation with the Securities and Exchange Commission.


Introduction

C-COR Electronics, Inc. (the "Corporation") was incorporated in the Commonwealth
of  Pennsylvania  on June 30, 1953.  Prior to fiscal year 1996, the  Corporation
operated in one industry segment broadly defined as the Electronic  Distribution
Products  segment.  During the fiscal year ended June 28,  1996,  a  fundamental
shift  occurred  in the  markets  and  customers,  as  cable  television  (CATV)
operators  reduced  their  purchases of the  Corporation's  Digital Fiber Optics
Equipment in lieu of other technology alternatives. As a result, in fiscal years
1996 and 1997, the Corporation operated in two industry segments: the Electronic
Distribution  Products  segment which  represents the  Corporation's  continuing
operations   and  provides   hybrid  fiber  coax  (HFC)   equipment  for  signal
distribution  applications,  primarily to the CATV market; and the Digital Fiber
Optics  Transmission  Products segment which has been reported as a discontinued
business  segment in fiscal year 1997 and provides  products for  long-distance,
point-to-point video, voice and data signal transmission applications, primarily
for telephony,  distance-learning  and other non-CATV markets. On July 10, 1997,
the  Corporation  announced its intent to  discontinue  its Digital Fiber Optics
Transmission  Products  segment in a  phase-down  process  expected to span nine
months.  See "Discontinued  Operations." In the remainder of this document,  the
discussions  are  based on  continuing  operations,  except  where  the  context
indicates  otherwise.  The  Corporation's  headquarters  are in  State  College,
Pennsylvania, and its manufacturing facilities are in State College, Reedsville,
and Tipton, Pennsylvania, and in Tijuana, Mexico. The Corporation also maintains
administrative  offices  in  Denver,  Colorado;  Toronto,  Canada;  Almere,  The
Netherlands;  and Hong Kong. During fiscal year 1997, the Corporation  announced
that it would transfer the manufacture of the power supply assembly component of
its radio frequency (RF) amplifiers to the Corporation's new production facility
in Mexico in the  summer of 1997.  That  transfer  has taken  place and  initial
shipments began in August 1997.

The Corporation has been approved for ISO 9001  registration at its Pennsylvania
manufacturing  facilities.  ISO 9001 is the most  comprehensive  of all ISO 9000
series  requirements  and includes  quality  assurance  in design,  development,
production, installation and servicing. Criteria for registration are set by the
International  Organization  for  Standardization,  whose function is to develop
global  standards  in an effort to improve the  exchange  of goods and  services
internationally.  This designation  builds on the Corporation's  reputation as a
high-quality, global provider of transmission electronics.

ELECTRONICS DISTRIBUTION PRODUCTS SEGMENT

Products and Services

The Corporation  provides three principal  product families for use in broadband
voice, video, and data networks: RF amplifiers,  amplitude modulation (AM) fiber
optic equipment, and network management systems.  Amplifiers include a series of
FlexNet(R) 862 MHz and 750 MHz trunks,  terminating bridgers, and line extenders
designed   specifically   for  use  in  today's   widely-accepted   HFC  network
architectures.  The  newest  addition  to this  line is  FlexNet(R)  900  Series
amplifiers,  which offer high  performance,  two-way  capability,  and  advanced
powering for today's  complex  communications  networks.  Other RF  distribution
products available from the Corporation include push-pull,  power-doubling,  and
feedforward technologies;  trunk, minitrunk, and split-band amplifiers; and main
line passives to 1 GHz. In fiscal year 1997,  shipments  began of the I-Flex(TM)
global product family, specially designed for fiber-intensive architectures that
require  cabinet  and  pedestal  mount  housings.  Featuring  862 MHz  bandwidth
capability,  the I-Flex(TM)  product line consists of amplifiers and fiber optic
nodes.

The  Corporation's  AM fiber optic products include a wide range of both headend
and  strand-mounted  equipment  designed  for use in HFC  applications.  Headend
equipment,  which  operates  up to 862  MHz,  includes  a  universal  mainframe,
high-performance Distribution Feedback (DFB) transmitters at a variety of output
powers,  receivers  for both  forward  and return path  applications,  and power
supplies.  FlexNode (TM), the Corporation's 6-port AM fiber optic node, features
750 MHz and 862 MHz bandwidth capability, maximum performance with RF and optics
in one module, simplified internal fiber management and 90 volt powering. The AM
fiber optic products are fully integrated into the  Corporation's  Cable Network
Management (CNM(TM)) system.

CNM(TM) is a network management system that is playing an increasingly  critical
role  in  communications.   This  user-friendly,   computer-based   control  and
monitoring system aids in outage prediction, notifying the operator of problems,
often before they even occur, so maintenance  crews can go directly to a problem
without having to search the system unit by unit.

In fiscal year 1997, the Corporation announced a cooperative marketing agreement
with Bay  Networks,  Inc.,  LANcity Cable Modem  Division (now called  Broadband
Technologies  Division),  to focus  on  delivery  of  high-speed  data  over HFC
networks. The companies agreed to work together to help ensure  interoperability
of equipment and quality  delivery of high-speed data over these  networks.  The
first step in the relationship has involved focusing on  interoperability of Bay
Networks' modems and the Corporation's  DataSelect(TM) offering of HFC equipment
and related technical services.

In support of its products,  the Corporation offers a complete line of technical
customer services, including pre-sale analysis and consultation, network design,
field engineering,  technical  documentation,  training seminars,  and equipment
repair and testing.

Sales and Distribution

The  Corporation's   principal  customers  include  operators  of  communication
networks  worldwide,  as well as network  integrators.  During fiscal year 1997,
consolidation  continued to occur among cable  operators  in the  domestic  CATV
industry; however, the Corporation does not consider that occurrence to have had
a  material  impact  on its  business.  Most  of the  Corporation's  sales  were
comprised of equipment  manufactured  or provided by the  Corporation,  with the
remainder   being  from   services.   Sales  efforts  are  conducted   from  the
Corporation's  headquarters;  from offices in Colorado,  Canada and Europe;  and
from 8 regional sales offices located throughout the United States.

For the fiscal year ended June 27, 1997, the Corporation's  international  sales
from  continuing  operations  represented  19% of net  sales,  primarily  in the
Canadian, Asian, European, and Latin American markets. In the fiscal years ended
June 28, 1996, and June 30, 1995, international sales from continuing operations
were 39% and 40%,  respectively,  of net sales.   See the  discussion of segment
information in the  Corporation's  1997 Annual Report to  Shareholders,  Note R,
incorporated herein by reference.

During the past fiscal year,  the  Corporation's  CATV  customers  have included
almost  all  of  the  largest  system  operators  in  the  United  States.   The
Corporation's  largest  customer during the fiscal year ended June 27, 1997, was
Time Warner  Cable,  which  accounted  for 36% of net sales.  The  Corporation's
largest  customers  during the  fiscal  year  ended  June 28,  1996 were  Rogers
Cablesystems,  Inc. and Time Warner Cable, each accounting for 18% of net sales.
During the fiscal year ended June 30, 1995, the Corporation's  largest customers
were Rogers  Cablesystems,  Inc.,  accounting for 24% of the net sales, and Time
Warner Cable,  accounting for 19% of net sales. No other customer  accounted for
10% or more of net sales during fiscal years 1995, 1996, and 1997, respectively.

At June 27, 1997, the Corporation's backlog of orders was $34.9 million. At June
28, 1996, the Corporation's backlog of orders was $24.3 million, and at June 30,
1995, it was $53.8 million. For additional  information regarding backlog, refer
to  Management's  Discussion and Analysis of Financial  Condition and Results of
Operation  incorporated  herein  by  reference  to  pages 17  through  20 of the
Registrant's 1997 Annual Report to Shareholders.

Research and Product Development

The  Corporation  operates  in an industry  that is subject to rapid  changes in
technology.  The Corporation's  ability to compete successfully depends in large
part upon its ability to react to such changes.  Accordingly, the Corporation is
engaged in ongoing  research  and  development  activities  that are intended to
advance existing product lines, provide  custom-designed  variations of existing
product lines,  and develop or evaluate new products.  Research and  development
activities for the three major product groups are conducted at the Corporation's
headquarters.  The  Corporation  has an  interdepartmental  team  which  assigns
product development priorities.  The result is a market-driven set of guidelines
for the timely  development  of new  products.  During  this past  fiscal  year,
research and product  development  expenditures have been primarily  directed at
expanding the  Corporation's  RF amplifier  line, AM fiber optic  technology and
network management systems.

During fiscal year 1997, the  Corporation  continued  implementation  of product
development  process  changes in order to improve cycle time to design,  develop
and  deliver new  products;  reduce  manufacturing  costs;  and  improve  design
quality.

During the fiscal years ended June 27, 1997,  June 28, 1996,  and June 30, 1995,
the Corporation  spent  approximately  $5,681,000,  $4,857,000,  and $3,786,000,
respectively, on research and development,  primarily related to RF distribution
equipment,  AM fiber  optic  systems, and network  management.  Anticipated  new
product development  initiatives focused on AM fiber optics, network management,
and other  technology  areas,  are expected to result in increased  research and
development  expense in future years,  as compared to fiscal year 1997.  None of
the research and product development expenditures have been capitalized.

Competition

The  Corporation's  products are marketed with emphasis on their premium quality
and are generally priced competitively with other manufacturers'  product lines.
Equipment  reliability,  superior  customer  service  and an  enhanced  warranty
program are several of the key criteria for competition.  In these respects, the
Corporation considers its competitive position to be favorable.  Other bases for
competition  include  pricing  and  technological   leadership.   Although  less
expensive  products  are  available,  the  Corporation  believes it is in a good
competitive  position with respect to pricing. The Corporation believes that its
strong  commitment to efficient  network  design,  a broad offering of technical
customer  services,  and its focus on  research  and  development,  enhance  its
competitive position in the market.

There are several  competing  equipment  vendors selling network products in the
United States,  a few of which have greater sales of similar  equipment than the
Corporation;  however, the Corporation believes it offers a broader product line
in the RF distribution amplifier segment of the market. 

Currently,  CATV networks serve more than 64.5 million subscribers in the United
States.  CATV  construction  has evolved to the point where this network  passes
over 95% of TV households in the United  States.  The CATV industry  claims that
their  market  penetration  exceeds 60% and is  approaching  65%.  Over the next
several years, most industry  observers expect this trend to continue.  However,
there are alternative methods of distributing entertainment video or information
services to subscribers.  All of the methods compete,  to a limited extent, with
conventional CATV services.  The alternative  distribution  technologies include
Off Air Broadcast Service,  Multichannel Multipoint Distribution Service (MMDS),
Local  Multipoint   Distribution   Service  (LMDS),   Satellite  Master  Antenna
Television  (SMATV),  and Direct Broadcast  Satellite Service (DBS).  Generally,
these alternative  technologies are limited in terms of their ability to deliver
two-way service and/or local programming.  Based upon these  limitations,  it is
the  Corporation's  belief that such  technologies will mature to the point that
they serve a relatively  narrow segment of the market. On the other hand, a CATV
network has two-way  capability  and has the ability to deliver  vast amounts of
information to subscribers.  As a result, the Corporation believes that the CATV
industry is uniquely  positioned to benefit from the evolution that is occurring
in the telecommunications industry,  particularly in the area of high-speed data
delivery.  Similarly,  due to its  reputation  and  long-standing  tradition  of
servicing the CATV industry with excellence, the Corporation believes that it is
strategically positioned to grow and expand with the industry.

External Influences/Industry

The primary market factors affecting the global communications  industry include
access to funding,  technology  advancements,  and government  regulations.  The
increased  demand  for  products  offered by the  Corporation  to  domestic  and
international  customers has resulted from a combination  of the market  factors
listed above.  In recent  years,  the global  communications  industry has grown
rapidly by constructing  networks to meet the increased demand for video, voice,
and data services.

A  significant  amount of  consolidation  has occurred  over recent years in the
domestic  communications  industry.  Cable  companies  have  bought  other cable
companies  in order to achieve  efficiency  through  clustering  of  properties.
Telephone  companies (telcos) have bought telcos.  Telcos have even bought cable
companies.  Overall,  the Corporation  believes this  consolidation has, in some
cases,  led to delays  in plans for  network  construction  resulting  in slower
ordering of products and services as network  planners take time to assess their
new situation.

In the area of technology,  advancements in the global  communications  industry
are occurring at a rapid rate. Traditional, one-way broadband amplifier cascades
are being  replaced  by two-way  HFC  architectures  which  employ  fiber  optic
electronics to individual service cells (nodes).  The Corporation  believes that
HFC networks could have  significant  strategic  advantages in the future as the
demand  grows for the  highest-capacity,  lowest-cost  networks  for delivery of
two-way,  high-speed, data service. The Corporation has combined its strength in
conventional RF amplifiers with an increasing  presence in the areas of AM fiber
optics and network management  systems,  and believes that it is well positioned
to be a supplier in the interactive multimedia network industry.

Cable operators have traditionally used HFC network  architectures for providing
video  services to the home. The HFC network  architecture  utilized in the CATV
industry has been embraced by several  telcos,  while others continue to explore
their options between HFC and other  approaches and  technologies,  such as DBS,
FTTC (fiber to the curb) and ADSL (asymmetrical  digital subscriber line). Sales
by the  Corporation  of HFC  equipment to customers  in the  telephone  industry
declined in fiscal year 1997.  The Company  believes the decline  resulted  from
reassessment  of  strategic   alternatives  and  priorities  by  the  telcos  in
connection with pursuing direct  competition with cable MSO's in providing video
services.

The  regulatory  environment  in the United States has changed in recent periods
with the passage of the  Telecommunications  Act of 1996.  Key provisions of the
Telecommunications  Act are designed to enhance  competition  in the industry in
that they permit telcos to sell video  services,  and in some cases,  to buy out
local cable  companies;  allow cable operators to charge what they wish for many
channels; allow Regional Bell Operating Companies (RBOC's) to sell long-distance
services, under certain conditions;  require local telcos to open their networks
to  competitors;   and  allow  RBOCs  to  manufacture  customer  equipment.  The
Corporation  believes that competition among customer groups (CATV operators and
telcos,  competing to build networks and offer similar  services,  could benefit
the Corporation as a key equipment provider for those networks.

While the  Telecommunications  Act of 1996 was  viewed  by many in the  domestic
communications  industry as the necessary  catalyst to opening a robust  network
building cycle in the United States,  the Corporation has not seen a significant
increase in orders directly  attributable to the benefits  described  above. The
Corporation's  domestic  sales did  increase 26% for fiscal year 1997 over sales
for the previous  fiscal year, but the majority came from  traditional  domestic
cable operators.  The Corporation  believes the increase was a result of network
upgrade  activity,  by new and  existing  customers,  to enhance  capacity  with
expanded  bandwidth  products.  The push to upgrade  networks is being driven by
demand for increased and improved  services,  affecting not only video and voice
requirements, but also demand for two-way, high-speed, data.

International  demand for advanced  services is  increasing  as well,  as mature
markets are  deregulating  and  emerging  economies  are seeking to expand their
communications capabilities. The Corporation sees the international markets as a
key growth area now, and in the future and will continue to pursue opportunities
in the international markets.

Employees

The  Corporation had  approximately  1,200 employees as of September 5, 1997, of
whom  approximately 70% were engaged in manufacturing,  inspection,  and quality
control  activities.  The remainder  were engaged in executive,  administrative,
sales,   product   development,   research,   and  technical  customer  services
activities.  The technical  staff includes 103 employees with  baccalaureate  or
more advanced  degrees in engineering  or other  technical  disciplines,  and an
additional 304 persons with at least two years of technical  college or military
education equivalent to a two-year degree. None of the employees are represented
by a collective bargaining representative.

Suppliers

The Corporation  closely monitors supplier delivery  performance and quality and
employs a strategy of limiting  the total  number of  suppliers to those who are
quality  leaders  in their  respective  specialties  and who will  work with the
Corporation as partners in the supply function.  Typical items purchased are die
cast aluminum housings,  RF hybrids,  printed circuit boards,  fiber optic laser
transmitter  assemblies,  and standard electronic components.  Although a few of
the components used by the  Corporation are single-sourced,  the Corporation has
experienced no significant difficulties to date in obtaining adequate quantities
of raw materials and component parts.

In fiscal year 1997, the  Corporation  continued its  implementation  of process
changes focused on order fulfillment. The goal of this corporate-wide effort has
been  to  reduce  cycle  time  throughout  the  manufacturing  process,   reduce
inventory, improve productivity, and enhance product quality.

Key to the success of  inventory  reduction  is the  implementation  of in-house
vendor  supply  relationships.  Through this method,  the  Corporation  can gain
access to key parts  needed in the  manufacturing  process  on a  "just-in-time"
basis.  The  Corporation  has  implemented  a number of in-house  vendor  supply
relationships to date.

DISCONTINUED OPERATIONS

Digital Fiber Optics Transmission Products Segment

On July 10,  1997,  the  Corporation  announced  its intent to  discontinue  its
Digital  Fiber Optics  Transmission  Products  segment in a  phase-down  process
expected to span nine months.  The Digital  Fiber Optics  Transmission  Products
segment provided products for  long-distance,  point-to-point  video,  voice and
data  signal  transmission  applications,  primarily  for  telephony,  distance-
learning and other non-CATV  markets.  Customers were  primarily  telcos,  major
broadcast  companies and educational  institutions.  The decision to discontinue
this segment was based on an  assessment  of the  potential  return on continued
funding  of  product  development  for  the  Corporation's  proprietary  digital
technology versus other  opportunities for investments in the Corporation's core
business, especially AM fiber optics technology.

Research  and  development   expenditures  for  this  segment  were  $4,005,000,
$4,544,000, and $2,836,000 in fiscal years 1997, 1996 and 1995, respectively.

This business segment has been accounted for as a discontinued  business segment
in fiscal  year  1997,  and its  results  have  been  excluded  from  continuing
operations  for all  periods  presented  in the  Corporation's  fiscal year 1997
consolidated  financial statements, incorporated herein by reference to pages 21
through 34 of the Registrant's 1997 Annual Report to Shareholders.

Additional information regarding discontinued operations and segment performance
is incorporated by reference to Notes B (Discontinued Operations) and R (Segment
Information)  on pages  26 and 32 of the  Registrant's  1997  Annual  Report  to
Shareholders.

Item 2.  Properties

The Corporation operates the following principal facilities:
<TABLE>
                                                                                                
                                                                         Approximate      (O)Owned
Location                             Principal Use                       Square Feet      (L)Leased
<S>                                  <C>                                 <C>              <C>
State College, Pennsylvania          Administrative Offices
                                     and Manufacturing                   133,000              O
Tipton, Pennsylvania                 Manufacturing                        45,000              O
Reedsville, Pennsylvania             Manufacturing                        60,000              L
Tijuana, Mexico                      Manufacturing                        25,200              L
Almere, The Netherlands              Administrative Offices               14,100              L
Ajax, Ontario, Canada                Administrative Offices                5,000              L
</TABLE>

The Corporation  believes its current facilities are well maintained and in good
operating  condition,  and that such  facilities  are sufficient for its present
operations.

Item 3. Legal Proceedings

On or about March 31, 1995, James and Elizabeth McCarthy,  who own 150 shares of
the Registrant's  Common Stock,  filed a complaint in the United States District
Court for the Eastern  District of Pennsylvania  against the Corporation and its
then Chief Executive Officer, Richard E. Perry, alleging that, during the period
January 17, 1995, through March 24, 1995, the defendants knowingly or recklessly
omitted  material  information  about the Registrant in violation of Sections 10
(b) and 20 (a) of the  Securities  Exchange  Act of 1934  and  common  law.  The
complaint  seeks  permission  to proceed as a class  action on behalf of certain
persons who purchased shares of the Registrant's  Common Stock during the period
January 17, 1995,  through March 24, 1995, and who were allegedly  damaged.  The
complaint  seeks  compensatory  damages in an  unspecified  amount and costs and
expenses relating to the complaint, including reasonable attorney's fees. On May
26, 1995,  the  Corporation  filed a motion to dismiss the  complaint  which was
denied in part and granted in part on December 28, 1995. Plaintiffs have filed a
motion for class certification, and the Corporation is preparing its opposition.
Discovery has commenced, but a trial date has not yet been set.

On September 17, 1997, a tenative  settlement  was reached in this matter which,
subject to completion of documentation and approval by the Court,  would require
the  Corporation to make a payment in the first or second quarter of fiscal year
1998 of an amount that (net of  insurance  proceeds)  is not  expected to have a
material  adverse  effect on the  Corporation's  results of operations  for such
periods.

Item 4.  Submission of Matters to a Vote of Securities Holders

There were no matters  submitted to a vote of security holders during the fourth
quarter of the fiscal year ended June 27, 1997.

Executive Officers of the Registrant

All executive  officers of the  Corporation  are elected  annually at the Annual
Meeting of the Board of  Directors  (which is  normally  held on the date of the
Annual Meeting of Shareholders of the  Corporation) to serve in their office for
the next  succeeding  year and  until  their  successors  are duly  elected  and
qualified.  The listing  immediately  following  this  paragraph  gives  certain
information  about the  Corporation's  executive  officers,  including  the age,
present position, and business experience during the past five years.

Name                     Age       Position/Experience


Richard E. Perry         67        Chairman since June 1986;  Chief Executive  
                                   Officer from July 1985 to August 1996; 
                                   President from July 1985 through December 
                                   1992.

Scott C. Chandler        36        President and Chief Executive Officer since 
                                   August 1996.  Vice President-General Manager,
                                   U S WEST Cable & Multimedia, Regional Bell 
                                   Operating Company (RBOC),  from September 
                                   1995 to August 1996; Vice President-General 
                                   Manager, !NTERPRISE America, a subsidiary of
                                   U S WEST Communications (RBOC), from January
                                   1994 to August 1995; Director-Vendor 
                                   Relations/Channel Support, !NTERPRISE 
                                   Networking Services, a subsidiary of U S WEST
                                   Communications (RBOC), from January 1992 to 
                                   December 1993; Director, Market Strategy 
                                   Development, U S WEST, Inc., (RBOC), from 
                                   June 1990 to December 1991.

Edwin S. Childs          58        Vice President-Human Resources since August 
                                   1996; Director, Human Resources from 
                                   September 1986 to July 1996.

David J. Eng             44        Sr. Vice President-Worldwide Sales since 
                                   March 1997; Vice President - Sales, North, 
                                   Central and South America from August 1996 to
                                   March 1997;  Vice President-Sales & Marketing
                                   from August 1994 to August 1996.  Director, 
                                   Regional Telephony Sales, Scientific Atlanta,
                                   Inc. from March 1993 to July  1994; Regional
                                   Sales Manager, Scientific Atlanta, Inc. from
                                   April  1985  to  February 1993.

Lawrence R. Fisher, Jr.  47        Vice President-Engineering since August 1996;
                                   Director, RF Engineering Product Development
                                   from June 1995 to July 1996; Manager, RF 
                                   Engineering from June 1994 to May 1995.
                                   Director of Engineering, Calan, Inc. from
                                   January 1993 to May 1994.  Vice President,
                                   Bulick & Fisher Sales Associates from March
                                   1990 to December 1992.

Chris A. Miller          44        Vice President-Finance, Secretary and 
                                   Treasurer since July 1995; Controller, 
                                   Planning Manager and Assistant Secretary from
                                   February 1993 to July 1995;  Controller and 
                                   Assistant Secretary from February 1987 to 
                                   February 1993.

Donald F. Miller         55        Vice President-Operations & Manufacturing 
                                   since August 1995;  Plant Manager from 
                                   September 1987 to August 1995.

Gerhard B. Nederlof      49        Sr. Vice President, Marketing, Business 
                                   Development and Services since March 1997; 
                                   Vice President-Sales, Europe and Pacific Rim
                                   from August 1996 to March 1997; Vice 
                                   President-International from January 1992 to
                                   August 1996.  Managing Director of DataCable
                                   B.V. from November 1981 to January 1992.

                                     PART II

Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters

The  information  required by this item is  incorporated  herein by reference to
page 36 of the Registrant's 1997 Annual Report to Shareholders under the caption
"Stock Listing."

Item 6.        Selected Financial Data

The  information  required by this item is  incorporated  herein by reference to
the inside cover of the Registrant's 1997 Annual Report to Shareholders.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

The  information  required by this item is  incorporated  herein by reference to
pages 17 through 20 of the Registrant's 1997 Annual Report to Shareholders.

Item 8. Financial Statements and Supplementary Data

The  information  required by this item is  incorporated  herein by reference to
pages 21 through 34 of the Registrant's 1997 Annual Report to Shareholders.

Item 9. Changes and Disagreements on Accounting and Financial Disclosure

None
                                    PART III

Item 10.       Directors and Executive Officers of the Registrant

The information with respect to Directors  required by this item is incorporated
herein by reference to pages 2 and 3 of the  Registrant's  Proxy Statement dated
September 15, 1997.

The information with respect to Executive  Officers required by this item is set
forth in Part I of this report.

To the  Corporation's  knowledge,  based soley on a review of the copies of such
reports furnished to the Corporation and written  representations,  and no other
reports were required  during the fiscal year ended June 27, 1997, its officers,
directors,  and ten-percent  shareholders  complied with all applicable  Section
16(a) filing  requirements,  except that Mr.  Chandler  filed a single report on
Form 4 approximately one month late to report a single purchase of approximately
2,500 shares of the Corporation's Common Stock shortly after he became President
and Chief Executive Officer of the Corporation.

Item 11.       Executive Compensation

The  information  required by this item is  incorporated  herein by reference to
pages 6 through 12 of the Registrant's Proxy Statement dated September 15, 1997.

Item 12.       Security Ownership of Certain Beneficial Owners and Management

The  information  required by this item is  incorporated  herein by reference to
pages 4 and 6 of the Registrant's Proxy Statement dated September 15, 1997.

Item 13.       Certain Relationships and Related Transactions

The Registrant had no related transactions or relationships requiring disclosure
under  Regulation  S-K, Item 404,  during the fiscal year 1997.

                                     PART IV

ITEM 14.       Exhibits, Financial Statements and Reports on Form 8-K

(a)     The following documents are filed as  part of this report:

       (1)     As  indicated  in  Item 8 of Part  II,  the  following  
               consolidated financial statements of the Registrant  included in
               the  Registrant's  1997 Annual Report to  Shareholders  for the 
               year ended June 27, 1997, are  incorporated  by  reference  to 
               pages 21  through  34 of the Registrant's Annual Report to 
               Shareholders.

               Consolidated Balance Sheets -- Years ended June 27, 1997, and 
               June 28, 1996.

               Consolidated  Statements  of  Operations  -- Years ended June 27,
               1997, June 28, 1996, and June 30, 1995.

               Consolidated  Statements  of Cash  Flows -- Years  ended June 27,
               1997, June 28, 1996, and June 30, 1995.

               Consolidated  Statements of  Shareholders'  Equity -- Years ended
               June 27, 1997, June 28, 1996, and June 30, 1995.

               Notes to Consolidated Financial Statements.

               Report of KPMG Peat Marwick LLP.

       (2)     The following financial statement schedule of the Registrant is 
               filed as a part of this report:

               Schedule II -- Valuation and Qualifying Accounts

               Report of KPMG Peat Marwick LLP

               Schedules,  other than the one listed  above,  have been  omitted
               because they are not  applicable or the required  information  is
               shown in the consolidated financial statements or notes thereto.

       (3)        Exhibits
<TABLE>

       NUMBER                DESCRIPTION OF DOCUMENTS
<S>                          <C>
       (3) (a)               Restated  Articles of  Incorporation  of Registrant  (incorporated by reference to Exhibit
                             3-a.1. to Amendment No. 2 to Form S-1 Registration Statement, File No. 2-70661).

       (3) (b)               Amendment  to  Articles  of  Incorporation   of  Registrant,   filed  September  21,  1995
                             (incorporated  by  reference  to Exhibit  (3) (b) of  Registrant's  Form 10-K for the year
                             ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

       (3) (c)               Bylaws of Registrant,  as amended October 27, 1987,  (incorporated by reference to Exhibit
                             (3) (b) to the  Registrant's  Form 10-K for the year ended June 30, 1988,  Securities  and
                             Exchange Commission File No., 0-10726).

       (4)                   Specimen of Common Stock Certificate  (incorporated by reference to Exhibit 4 to Amendment
                             No. 1 of Form S-1 Registration Statement, File No. 2-70661).

       (10) (a)              Deferred  Compensation  Plan between the Registrant and Richard E. Perry dated December 6,
                             1989,  (incorporated  by reference to Exhibit (10) (y) to the  Registrant's  Form 10-K for
                             the year ended June 30, 1990, Securities and Exchange Commission File No. 0-10726).

       (10) (b)              1989 Non-Employee  Directors'  Non-Qualified  Stock Option Plan (incorporated by reference
                             to Exhibit 28 to Form S-8 Registration Statement, File No. 33-35208).

       (10) (c)              Employment  Agreement  dated  January 1,  1992,  between  the  Registrant  and  Gerhard B.
                             Nederlof  (incorporated by reference to Exhibit (10) (v) to the Registrant's Form 10-K for
                             the year ended June 26, 1992, Securities and Exchange Commission File No. 0-10726).

       (10) (d)              Indemnification  Agreement  dated February 3, 1992,  between the Registrant and Gerhard B.
                             Nederlof  (incorporated  by reference to Exhibit (10) (gg) to the  Registrant's  Form 10-K
                             for the year ended June 26, 1992, Securities and Exchange Commission File No. 0-10726).

       (10) (e)              Supplemental  Retirement Plan  Participation  Agreement dated April 20, 1993,  between the
                             Registrant and Gerhard B. Nederlof  (incorporated by reference to Exhibit (10) (bb) to the
                             Registrant's  Form  10-K for the  year  ended  June  25,  1993,  Securities  and  Exchange
                             Commission File No. 0-10726).

       (10) (f)              Change of Control  Agreement  dated May 21, 1993,  between the  Registrant  and Gerhard B.
                             Nederlof  (incorporated  by reference to Exhibit (10) (gg) to the  Registrant's  Form 10-K
                             for the year ended June 25, 1993, Securities and Exchange Commission File No. 0-10726).

       (10) (g)              Change of Control  Agreement  dated August 22, 1994,  between the  Registrant and David J.
                             Eng  (incorporated by reference to Exhibit (10) (oo) to the Registrant's Form 10-K for the
                             year ended June 24, 1994, Securities and Exchange Commission File No. 0-10726).

       (10) (h)              Form of Indemnification  Agreement dated August 22, 1994, between the Registrant and David
                             J. Eng  (incorporated by reference to Exhibit (10) (pp) to the Registrant's  Form 10-K for
                             the year ended June 24, 1994, Securities and Exchange Commission File No. 0-10726).

       (10) (i)              Supplemental  Retirement Plan  Participation  Agreement dated August 22, 1994, between the
                             Registrant  and  David J. Eng  (incorporated  by  reference  to  Exhibit  (10) (qq) to the
                             Registrant's  Form  10-K for the  year  ended  June  24,  1994,  Securities  and  Exchange
                             Commission File No. 0-10726).

       (10) (j)              Change of Control  Agreement  dated May 23,  1995,  between the  Registrant  and Joseph E.
                             Zavacky  (incorporated by reference to Exhibit (10) (gg) to the Registrant's Form 10-K for
                             the year ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

       (10) (k)              Form of  Indemnification  Agreement dated May 23, 1995,  between the Registrant and Joseph
                             E. Zavacky  (incorporated by reference to Exhibit (10) (hh) to the Registrant's  Form 10-K
                             for the year ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

       (10) (l)              Supplemental  Retirement  Plan  Participation  Agreement  dated May 22, 1995,  between the
                             Registrant  and Chris A. Miller  (incorporated  by  reference  to Exhibit (10) (ii) to the
                             Registrant's  Form  10-K for the  year  ended  June  30,  1995,  Securities  and  Exchange
                             Commission File No. 0-10726).

       (10) (m)              Change of Control  Agreement  dated May 22,  1995,  between  the  Registrant  and Chris A.
                             Miller  (incorporated by reference to Exhibit (10) (jj) to the Registrant's  Form 10-K for
                             the year ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

       (10) (n)              Form of Indemnification  Agreement dated May 22, 1995, between the Registrant and Chris A.
                             Miller  (incorporated by reference to Exhibit (10) (kk) to the Registrant's  Form 10-K for
                             the year ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

        10) (o)              Supplemental  Retirement Plan  Participation  Agreement dated August 24, 1995, between the
                             Registrant  and Donald F. Miller  (incorporated  by  reference to Exhibit (10) (ll) to the
                             Registrant's  Form  10-K for the  year  ended  June  30,  1995,  Securities  and  Exchange
                             Commission File No. 0-10726).

       (10) (p)              Change of Control  Agreement  dated August 24, 1995,  between the Registrant and Donald F.
                             Miller  (incorporated by reference to Exhibit (10) (mm) to the Registrant's  Form 10-K for
                             the year ended June 30, 1995, Securities and Exchange Commission File No. 0-10726).

       (10) (q)              Form of  Indemnification  Agreement  dated August 24,  1995,  between the  Registrant  and
                             Donald F. Miller  (incorporated by reference to Exhibit (10) (nn) to the Registrant's Form
                             10-K for the year  ended  June 30,  1995,  Securities  and  Exchange  Commission  File No.
                             0-10726).

       (10) (r)              Lease  Agreement  dated  November  10, 1994,  between the  Registrant  and Mifflin  County
                             Industrial   Development   Corporation  for  a  manufacturing  building  (incorporated  by
                             reference to Exhibit (10) (oo) to the  Registrant's  Form 10-K for the year ended June 30,
                             1995, Securities and Exchange Commission File No. 0-10726).

       (10) (s)              Registrant's  Retirement  Savings and Profit  Sharing  Plan as Amended  July 1, 1989,  and
                             including  amendments  through  April 19,  1994.  (incorporated  by  reference  to Exhibit
                             99.B14 to Form S-8 Registration Statement, File No. 333-02505).

       (10) (t)              Supplemental  Retirement Plan  Participation  Agreement dated August 13, 1996, between the
                             Registrant and Edwin S. Childs. (incorporated  by reference to Exhibit (10) (x) to the  
                             Registrant's  Form 10-K for the year ended June 28, 1996, Securities and Exchange 
                             Commission File No. 0-10726).

       (10) (u)              Change of Control  Agreement  dated August 13, 1996,  between the  Registrant and Edwin S.
                             Childs. (incorporated  by reference to Exhibit (10) (y) to the Registrant's  Form 10-K for 
                             the year ended June 28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (v)              Form of Indemnification  Agreement dated August 13, 1996, between the Registrant and Edwin
                             S. Childs. (incorporated  by reference to Exhibit (10) (z) to the Registrant's  Form 10-K 
                             for the year ended June 28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (w)              Supplemental  Retirement Plan  Participation  Agreement dated August 13, 1996, between the
                             Registrant and Lawrence R. Fisher, Jr. (incorporated  by reference to Exhibit (10) (aa) to 
                             the Registrant's  Form 10-K for the year ended June 28, 1996, Securities and Exchange 
                             Commission File No. 0-10726).

       (10) (x)              Change of Control Agreement dated August 13, 1996,  between the Registrant and Lawrence R.
                             Fisher, Jr. (incorporated  by reference to Exhibit (10) (bb) to the Registrant's  Form 10-K
                             for the year ended June 28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (y)              Form of  Indemnification  Agreement  dated August 13,  1996,  between the  Registrant  and
                             Lawrence R. Fisher, Jr. (incorporated  by reference to Exhibit (10) (cc) to the Registrant's
                             Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission File No. 
                             0-10726).

       (10) (z)              Amended and Restated  Employment  Agreement dated October 16, 1995, between the Registrant
                             and Richard E. Perry. (incorporated  by reference to Exhibit (10) (dd) to the Registrant's
                             Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission File No. 
                             0-10726).

       (10) (aa)             Employment Agreement dated July 2, 1996, between the Registrant and  Scott C. Chandler. 
                             (incorporated  by reference to Exhibit (10) (ee) to the Registrant's  Form 10-K for the 
                             year ended June 28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (bb)             Registrant's Supplemental Executive Retirement Plan effective May 1, 1996. (incorporated
                             by reference to Exhibit (10) (ff) to the Registrant's  Form 10-K for the year ended June
                             28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (cc)             Note and Security Agreement  effective November 2, 1995, between the Registrant and Mellon
                             Bank, N.A. (incorporated  by reference to Exhibit (10) (gg) to the Registrant's  Form 10-K
                             for the year ended June 28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (dd)             Supplement  to Note and  Security  Agreement  effective  November  2,  1995,  between  the
                             Registrant and Mellon Bank, N.A. (incorporated  by reference to Exhibit (10) (hh) to the  
                             Registrant's  Form 10-K for the year ended June 28, 1996, Securities and Exchange 
                             Commission File No. 0-10726).

       (10) (ee)             Revolving Line of Credit Agreement  effective November 2, 1995, between the Registrant and
                             Mellon Bank, N.A. (incorporated  by reference to Exhibit (10) (ii) to the Registrant's  
                             Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission File No. 
                             0-10726).

       (10) (ff)             Supplement to Revolving Line of Credit Agreement  effective  November 2, 1995, between the
                             Registrant and Mellon Bank, N.A. (incorporated  by reference to Exhibit (10) (jj) to the  
                             Registrant's  Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission
                             File No. 0-10726).

       (10) (gg) (i)         1988 Stock Option Plan. (incorporated  by reference to Exhibit (10) (kk)(i) to the Registrant's
                             Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (gg) (ii)        Amendment to 1988 Stock Option Plan. (incorporated  by reference to Exhibit (10) (kk)(ii) to the
                             Registrant's  Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission 
                             File No. 0-10726).

       (10) (hh) (i)         1992 Stock Purchase Plan. (incorporated  by reference to Exhibit (10) (ll)(i) to the Registrant's
                             Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission File No. 0-10726).

       (10) (hh) (ii)        Amendment to 1992 Stock Purchase Plan. (incorporated  by reference to Exhibit (10) (ll)(ii) to 
                             the Registrant's  Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission
                             File No. 0-10726).

       (10) (ii)             Fiscal Year 1997 Profit Incentive Plan. (incorporated  by reference to Exhibit (10) (mm) to the  
                             Registrant's  Form 10-K for the year ended June 28, 1996, Securities and Exchange Commission 
                             File No. 0-10726).

       (10) (jj)             Note and Security Agreement  effective November 14, 1996, between the Registrant and Mellon
                             Bank, N.A.

       (10) (kk)             Supplement  to Note and  Security  Agreement  effective  November  14,  1996,  between  the
                             Registrant and Mellon Bank, N.A.

       (10) (ll)             Revolving Line of Credit Agreement  effective November 14, 1996, between the Registrant and
                             Mellon Bank, N.A.

       (10) (mm)             Supplement to Revolving Line of Credit Agreement  effective  November 14, 1996, between the
                             Registrant and Mellon Bank, N.A.

       (10) (nn)             Amended and Restated  Employment  Agreement dated July 21, 1997, between the Registrant
                             and Richard E. Perry.

       (10) (oo)             Amended and Restated  Employment  Agreement dated July 30, 1997, between the Registrant
                             and Gerhard B. Nederlof.

       (11)                  Statement re Computation of Earnings Per Share.

       (13)                  Annual Report to Shareholders for the year ended June 27, 1997.

       (21)                  Subsidiaries of the Registrant.

       (23)                  Consent of Independent Auditors.

       (27)                  Financial Data Schedule.
</TABLE>


(b)     Reports on Form 8-K filed in the fourth quarter of the fiscal year 1997:
        None.

(c)     Exhibits:  See (a) (3) above.
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

C-COR ELECTRONICS, INC.
(Registrant)
September 25, 1997

/s/ Scott C. Chandler, President and
Chief Executive Officer
(principal executive officer)

/s/ Chris A. Miller, Vice President-Finance,
Secretary and Treasurer (principal
financial officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities indicated on the 25th day of September 1997.



/s/ Richard E. Perry, Director, Chairman                      
/s/ Donald M. Cook, Jr., Director  
/s/ I. N. Rendall Harper, Jr., Director  
/s/ Anne P. Jones, Director   
/s/ John J. Omlor, Director
/s/ Frank Rusinko, Jr., Director
/s/ James J. Tietjen, Director
/s/ Philip L. Walker, Jr., Director


<PAGE>
<TABLE>
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

COL. A                                     COL. B                   COL. C                  COL. D                 COL. E
                                                                   ADDITIONS     
DESCRIPTION                               Balance            Charged        Charged to                             Balance
                                        at Beginning         to Costs       Other Accounts- Deductions-            at End
                                          of Period          and Expenses   Describe        Describe               of Period
-----------------------------------------------------------------------------------------------------------------------------
     
Year ended June 27, 1997
<S>                                         <C>               <C>           <C>             <C>                    <C>

Reserves deducted from assets to 
which they apply:
  Allowance for Doubtful Accounts           $  355,000        $   157,000   $0              $     2,000(1)         $   510,000
  Inventory Reserve-Continuing Operations    1,112,000          1,323,000    0                1,202,000(2)           1,233,000
  Inventory Reserve-Discontinued 
    Operations                                 305,000          3,418,000    0                   93,000(2)           3,630,000
------------------------------------------------------------------------------------------------------------------------------
                                            $1,772,000        $ 4,898,000   $0              $ 1,297,000            $ 5,373,000
------------------------------------------------------------------------------------------------------------------------------
Reserves not deducted from assets:
  Product Warranty Reserve-Continuing
    Operations                              $1,724,000        $ 2,310,000   $0              $ 1,849,000(3)         $ 2,185,000
  Product Warranty Reserve-Discontinued
    Operations                                       0          4,028,000    0                  599,000(3)           3,429,000
  Workers' compensation self-insurance         704,000          1,068,000    0                  610,000(4)           1,162,000
  Allowance for Discontinued Operations              0          3,375,000    0                        0              3,375,000
------------------------------------------------------------------------------------------------------------------------------
                                            $2,428,000        $10,781,000   $0              $ 3,058,000            $10,151,000
------------------------------------------------------------------------------------------------------------------------------
Year ended June 28, 1996

Reserves deducted from assets to
which they apply:
  Allowance for Doubtful Accounts           $  657,000        $         0   $0              $   302,000(1)         $   355,000
  Inventory Reserve-Continuing Operations      949,000            819,000    0                  656,000(2)           1,112,000
  Inventory Reserve-Discontinued
    Operations                                 500,000            273,000    0                  468,000(2)             305,000
------------------------------------------------------------------------------------------------------------------------------
                                            $2,106,000        $ 1,092,000   $0              $ 1,426,000            $ 1,772,000
------------------------------------------------------------------------------------------------------------------------------
Reserves not deducted from assets:
  Product Warranty Reserve-Continuing
    Operations                              $1,751,000        $ 1,981,000   $0              $ 2,008,000(3)         $ 1,724,000
  Workers' compensation self-insurance         553,000            653,000    0                  502,000(4)             704,000
------------------------------------------------------------------------------------------------------------------------------
                                            $2,304,000        $ 2,634,000   $0              $ 2,510,000            $ 2,428,000
------------------------------------------------------------------------------------------------------------------------------
Year ended June 30, 1995

Reserves deducted from assets to
which they apply:
  Allowance for Doubtful Accounts           $  348,000        $   313,000   $0              $     4,000(1)         $   657,000
  Inventory Reserve-Continuing Operations      497,000            546,000    0                   94,000(2)             949,000
  Inventory Reserve-Discontinued
    Operations                                 151,000            731,000    0                  382,000(2)             500,000
------------------------------------------------------------------------------------------------------------------------------
                                            $  996,000        $ 1,590,000   $0              $   480,000            $ 2,106,000
------------------------------------------------------------------------------------------------------------------------------
Reserves not deducted from assets:
  Product Warranty Reserve-Continuing
    Operations                              $  602,000        $ 2,355,000   $0              $ 1,206,000(3)         $ 1,751,000
  Workers' compensation self-insurance               0            665,000    0                  112,000(4)             553,000
------------------------------------------------------------------------------------------------------------------------------
                                            $  602,000        $ 3,020,000   $0              $ 1,318,000            $ 2,304,000
------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Uncollectible accounts written off, net of recoveries.
(2)  Inventory disposals.
(3)  Warranty claims honored during year.
(4)  Worker's compensation claims paid.
Note: Unless otherwise indicated, reserves relate to continuing operations
</FN>
</TABLE>