UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K/A

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

        For the Fiscal Year Ended June 28, 1996

(X) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)

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)         (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
                                (Title of Class)

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. (X)


As of July 9, 1997, the aggregate  market value of the voting stock held by
non-affiliates of the Registrant was $81,084,485.

As of July 9, 1997,  the  Registrant  had 9,136,280 shares of Common Stock 
outstanding.


<PAGE>

The  undersigned   Registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended June 28, 1996, as set forth in the pages attached hereto:


Item 1.  Business  is  amended  to  include  at the end  thereof, the  following
         paragraphs:

Segment Information:

Prior to fiscal year 1996, the Company  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 Company's
Digital Fiber Optics  equipment in lieu of other technology  alternatives.  As a
result,  during fiscal year 1996, the Company operated in two business segments,
the  Electronic  Distribution  Products  segment  and the Digital  Fiber  Optics
Transmission Products segment.

The Electronic  Distribution  Products  business segment provides hybrid fiber /
coax (HFC) equipment for signal distribution applications, primarily to the CATV
market.  Customers  in this  segment are  primarily  CATV  operators  as well as
network integrators. Products for this segment are manufactured at the Company's
State College, Tipton, and Reedsville, Pennsylvania, facilities.

The Digital Fiber Optics  Transmission  Products segment  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. Customers are primarily telephone companies, major broadcast companies,
and educational institutions. For a description of the products of each segment,
see "Products and Services" above.

The  products of each  segment are  marketed by separate  sales  forces.  During
fiscal year 1996, Rogers Cable System, Inc. and Time Warner Cable each accounted
for 18% of consolidated  net sales,  representing  primarily sales of Electronic
Distribution  Products.  Within the Digital Fiber Optics  Transmission  Products
segment,  there were no sales to customers  that  accounted for more than 10% of
consolidated net sales in fiscal year 1996.  During fiscal year 1996, 38% of net
sales of Electronic  Distribution  Products were  represented  by  international
sales,  primarily in Canada, Asia, Europe and Latin America and 33% of net sales
of  Digital  Fiber  Optics  Transmission   Products  were  international  sales,
primarily in Canada.  Of the Company's  $27.1 million  backlog of orders at June
28, 1996, $ 24.3 million  related to Electronic  Distribution  Products and $2.8
million related to Digital Fiber Optics Transmission  Products. Of the Company's
$9,401,000  in  research  and  development  expenditures  for fiscal  year 1996,
$4,857,000 related to Electronic Distribution Products designed at the Company's
State College,  Pennsylvania,  facility, and $4,544,000 related to Digital Fiber
Optics  Transmission  Products  designed at the Company's  Fremont,  California,
facility.

For additional information concerning the Company's operating segments, see Item
7 of Management's  Discussion and Analysis of Financial Condition and Results of
Operations - Segment  Performance, and Notes P and Q of the  Notes to  Financial
Statements included elsewhere in this report.



Item 7.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations is amended to include the following paragraphs:

Segment Performance:

Prior to fiscal year 1996, the Company  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 CATV operators  reduced their purchases of the Company's Digital Fiber Optics
equipment in lieu of other technology  alternatives.  As a result, during fiscal
year  1996, the  Company  operated  in two  business  segments,  the  Electronic
Distribution Products segment and the Digital Fiber Optics Transmission Products
segment.

The Electronic  Distribution  Products  business segment provides hybrid fiber /
coax (HFC) equipment for signal distribution  applications primarily to the CATV
market.  Customers  in this  segment are  primarily  CATV  operators  as well as
network  integrators.  Net  sales  for this  segment  in  fiscal  year 1996 were
$139,539.  Net sales in fiscal  years 1995 and 1994 were  $121,269  and $60,207,
respectively.  The  increased  net  sales in  fiscal  years  1996 and 1995  were
primarily attributable to increased demand for the Company's products, primarily
in the CATV industry (as more fully described above).

Gross profit margin in the Electronics  Distribution  Products segment was 24.6%
in fiscal year 1996.  This compares to 27.1% and 29.5% for fiscal years 1995 and
1994,  respectively.  The reduction in gross profit margins in 1996 and 1995 was
the result of increased  pricing pressures  primarily on RF amplifier  products,
and fixed manufacturing costs relating to underutilized  capacity (as more fully
described above).

The Electronic  Distribution  Products  segment  generated  operating  income of
$14,254 for fiscal year 1996.  This compares to operating  income of $13,425 and
$4,777 in fiscal  years 1995 and 1994,  respectively.  The  increased  operating
income in fiscal year 1996,  compared to 1995, was a result of improved customer
and product sales mix,  despite  continued  competitive  pricing pressure on the
Company's  RF  product  line (as more  fully  described  above).  The  increased
operating  income  in fiscal  year  1995,  compared  to fiscal  year  1994,  was
primarily a result of a 101%  increase in sales volume (as more fully  described
above).

The Digital Fiber Optic  Transmission  Products segment  provides  equipment for
long-distance,  point-to-point,  video,  voice,  and  data  signal  transmission
applications,  primarily for  telephony,  distance-learning,  and other non-CATV
markets.  Its customers  are  primarily  telephone  companies,  major  broadcast
companies,  and educational  institutions.  Net sales in this segment for fiscal
year 1996 were $9,359. For comparative purposes, digital fiber optic revenues in
prior  years  were   $16,172  and  $14,839  for  fiscal  years  1995  and  1994,
respectively.

Gross profit  margin in the Digital Fiber Optics  Products  segment was 33.5% in
fiscal year 1996.  This compares 38.8% and 42.7% for fiscal years 1995 and 1994,
respectively. The reductions in gross margins in fiscal years 1996 and 1995 were
primarily a result of increased fixed  manufacturing costs and decreased selling
prices.

This segment  generated an operating loss of $4,600 during fiscal year 1996. For
comparative  purposes,  an operating loss of $323 and operating income of $1,295
were generated for fiscal years 1995 and 1994, respectively.  The operating loss
incurred in fiscal year 1996 resulted primarily from increased  expenditures for
digital fiber optics product development. The increased research and development
costs were intended to position the Company for  introducing a new digital fiber
optic product  platform,  designed to compete  functionally  with other products
currently in the market. Research and development  expenditures for this segment
were $4,544 in fiscal year 1996. For comparative purposes,  research and product
development  costs for digital  fiber optics  products were $2,836 and $1,712 in
fiscal years 1995 and 1994, respectively.

Subsequent Events:

The Company  announced on July 10, 1997,  that it will  discontinue  its Digital
Fiber Optics Transmission Products segment, located in Fremont, California, in a
phasedown process over nine months. The loss on disposal will include write-offs
of inventory and fixed assets, and will include other costs from the measurement
to the disposal date. The  anticipated  loss (net of tax effect) on the disposal
of the discontinued  business is approximately $4,000, which will be included in
the fourth quarter fiscal year 1997 financial results.
<PAGE>

Item 8.  Financial Statements and Supplementary data; Footnote P is amended to 
         read in full as follows:

P. Segment Information

Prior to the fiscal  year ended  June 28,  1996,  the  Company  operated  in one
principal  industry  segment  broadly  defined  as the  Electronic  Distribution
Products  segment.  Sales of the  Company's  three product  lines,  RF, AM Fiber
Optics equipment, and Digital Fiber Optics equipment were primarily to customers
in the cable television  (CATV) industry.  During the fiscal year ended June 28,
1996,  a  fundamental  shift  occurred  in the markets  and  customers,  as CATV
operators  reduced  their  purchases  of  the  Company's  Digital  Fiber  Optics
equipment in lieu of other technology  alternatives.  As a result, in the fiscal
year ended June 28, 1996,  the Company  operated in two industry  segments:  the
Electronic Distribution Products segment, which provides hybrid fiber/coax (HFC)
equipment for signal distribution applications primarily to the CATV market; and
the Digital Fiber Optics Transmission Products segment,  which 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.

Information  about industry segments for fiscal year 1996, and comparative prior
period information for fiscal years 1995 and 1994 is as follows:

<TABLE>
<CAPTION>



                                                                             Digital
                                                           Electronic        Fiber Optics
                                                           Distribution      Transmission
                                                           Products          Products            Consolidated
-------------------------------------------------------------------------------------------------------------
Year ended June 28, 1996
-------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>                 <C>
Total revenue                                              $139,539          $  9,359            $148,898
-------------------------------------------------------------------------------------------------------------
Operating income (loss)                                    $ 14,254          ($ 4,600)           $  9,654
-------------------------------------------------------------------------------------------------------------
Identifiable assets at June 28, 1996                       $ 70,885          $  7,522            $ 78,407
-------------------------------------------------------------------------------------------------------------
Capital expenditures                                       $  7,442          $    586            $  8,028
-------------------------------------------------------------------------------------------------------------
Depreciation and amortization                              $  3,971          $    755            $  4,726
-------------------------------------------------------------------------------------------------------------

Year ended June 30, 1995
-------------------------------------------------------------------------------------------------------------
Total revenue                                              $121,269          $ 16,172            $137,441
-------------------------------------------------------------------------------------------------------------
Operating income (loss)                                    $ 13,425          $   (323)           $ 13,102
-------------------------------------------------------------------------------------------------------------
Identifiable assets at June 30, 1995                       $ 81,796          $  5,865            $ 87,661
-------------------------------------------------------------------------------------------------------------
Capital expenditures                                       $ 14,355          $  1,016            $ 15,371
-------------------------------------------------------------------------------------------------------------
Depreciation and amortization                              $  2,920          $  1,001            $  3,921
-------------------------------------------------------------------------------------------------------------


Year ended June 24, 1994
-------------------------------------------------------------------------------------------------------------
Total revenue                                              $ 60,207          $ 14,839            $ 75,046
-------------------------------------------------------------------------------------------------------------
Operating income                                           $  4,777          $  1,295            $  6,072
-------------------------------------------------------------------------------------------------------------
Identifiable assets at June 24, 1994                       $ 41,913          $  7,580            $ 49,493
-------------------------------------------------------------------------------------------------------------
Capital expenditures                                       $  3,651          $    455            $  4,106
-------------------------------------------------------------------------------------------------------------
Depreciation and amortization                              $  1,518          $    829            $  2,347
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
The Company and subsidiaries operate in various geographic areas as indicated by
the following:


                                             U.S.          Canada      Europe       Eliminations    Consolidated
----------------------------------------------------------------------------------------------------------------
Year ended June 28, 1996
----------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers:
<S>                                          <C>           <C>         <C>          <C>             <C>
    Domestic                                 $ 91,050      $ 8,589     $ 6,086      $      0        $105,725
    Export                                     43,173            0           0             0          43,173
Transfers between geographic areas             11,078            0           0      ( 11,078)              0
----------------------------------------------------------------------------------------------------------------
Total revenue                                $145,301      $ 8,589     $ 6,086      ($11,078)       $148,898
----------------------------------------------------------------------------------------------------------------
Operating income                             $  5,535      $ 3,595     $   524      $      0        $  9,654
----------------------------------------------------------------------------------------------------------------
Identifiable assets at June 28, 1996         $ 73,298      $ 3,464     $ 1,645      $      0        $ 78,407
----------------------------------------------------------------------------------------------------------------
Capital expenditures                         $  8,000      $    10     $    18      $      0        $  8,028
----------------------------------------------------------------------------------------------------------------
Depreciation and amortization                $  4,602      $    15     $   109      $      0        $  4,726
----------------------------------------------------------------------------------------------------------------


Year ended June 30, 1995
----------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers:
    Domestic                                 $ 83,864      $ 6,867     $ 8,504      $      0        $ 99,235
    Export                                     38,206            0           0             0          38,206
Transfers between geographic areas             10,108            0           0      ( 10,108)              0
----------------------------------------------------------------------------------------------------------------
Total revenue                                $132,178      $ 6,867     $ 8,504      ($10,108)       $137,441
----------------------------------------------------------------------------------------------------------------
Operating income                             $ 10,420      $ 1,555     $ 1,127      $      0        $ 13,102
----------------------------------------------------------------------------------------------------------------
Identifiable assets at June 30, 1995         $ 79,129      $ 3,213     $ 5,319      $      0        $ 87,661
----------------------------------------------------------------------------------------------------------------
Capital expenditures                         $ 15,266      $    43     $    62      $      0        $ 15,371
----------------------------------------------------------------------------------------------------------------
Depreciation and amortization                $  3,779      $    24     $   118      $      0        $  3,921
----------------------------------------------------------------------------------------------------------------


Year ended June 24, 1994
----------------------------------------------------------------------------------------------------------------
Sales to unaffiliated customers:
    Domestic                                 $ 56,013      $ 3,853     $ 2,193      $      0        $ 62,059
    Export                                     12,987            0           0             0          12,987
Transfers between geographic areas              3,321            0           0      (  3,321)              0
----------------------------------------------------------------------------------------------------------------
Total revenue                                $ 72,321      $ 3,853     $ 2,193      ($ 3,321)       $ 75,046
----------------------------------------------------------------------------------------------------------------
Operating income (loss)                      $  5,072      $ 1,249     ($  249)     $      0        $  6,072
----------------------------------------------------------------------------------------------------------------
Identifiable assets at June 24, 1994         $ 46,009      $ 1,659     $ 1,825      $      0        $ 49,493
----------------------------------------------------------------------------------------------------------------
Capital expenditures                         $  4,070      $     3     $    33      $      0        $  4,106
----------------------------------------------------------------------------------------------------------------
Depreciation and amortization                $  2,212      $    29     $   106      $      0        $  2,347
----------------------------------------------------------------------------------------------------------------

</TABLE>
Most  transfers  between  geograhic  areas are made at the cost of producing the
items plus a profit margin. Identifiable assets are those assets identified with
the operations in each geographic area.
<PAGE>

Item 8.  Financial  Statements  and  Supplementary  data is  amended  to include
         Footnote Q as follows:

Q. Subsequent Events:

The Company  announced on July 10, 1997,  that it will  discontinue  its Digital
Fiber Optics Transmission Products segment, located in Fremont, California, in a
phasedown process over nine months. The loss on disposal will include write-offs
of inventory and fixed assets, and will include other costs from the measurement
to the disposal date. The  anticipated  loss (net of tax effect) on the disposal
of the discontinued business is approximately $4,000 (unaudited),  which will be
included in the fourth quarter fiscal year 1997 financial results.

<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 amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

C-COR ELECTRONICS, INC.
(Registrant)

July 16, 1997


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