<PAGE> 1
                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                             _____________
                                   
                               FORM 10-Q

(Mark One)

       Quarterly Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934.
  
             For the quarterly period ended March 31, 1998
                                   
                                  or
                                   
       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:  0-24170
                                   
                         SIGMA CIRCUITS, INC.
        (Exact name of registrant as specified in its charter)
                                   
          Delaware                            77-0107167
(State or other jurisdiction             (I.R.S. Employer 
 of incorporation or organiation)         Identification Number)

                           393 Mathew Street
                     Santa Clara, California 95050
                            (408) 727-9169
(Address,  including  zip code, and telephone number,  including  area
code, of registrant's principal executive offices)

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

The  number  of  shares outstanding of the Registrant's common  stock,
$.001 par value, was 4,251,524 at May 1, 1998.
</PAGE>
<PAGE> 2
                         Sigma Circuits, Inc.
                                   
                                 INDEX

<TABLE>
<S>                                                                  <C>
Description                                                          Page Number

Cover Page                                                           1

Index                                                                2

Part I:   Financial Information                                  
                                                                
          Item 1:  Condensed Financial Statements                
                                                                 
                   Condensed Balance Sheets as of                
                    March 31, 1998 and June 30, 1997                 3
                   Condensed Statements of Operations 
                    for the Three and Nine Month Periods 
                    Ended March 31, 1998 and 1997                    4
                   Condensed Statements of Cash Flows for 
                    the Nine Month Period Ended March 31, 1998
                    and 1997                                         5
                   Notes to Condensed Financial Statements           7
            
          Item 2:  Management's Discussion and Analysis of 
                    Financial Condition and Results of Operations    8
             
          Item 3:  Quantitative and Qualitative Disclosures              
                    about Market Risk                                17
               
Part II:  Other Information
                   
          Item 1:  Legal Proceedings                                 18
     
          Item 6:  Exhibits and Reports on Form 8-K                  18
            
Signatures                                                           19
</TABLE>
</PAGE>
<PAGE> 3
                    Part I:  Financial Information
                                   
Item 1:  Condensed Financial Statements

                          SIGMA CIRCUITS, INC.
                        CONDENSED BALANCE SHEETS
                              (Unaudited)
<TABLE>
                                                       (in thousands)
                                                       March 31,      June 30,
                                                       1998           1997
<S>                                                    <C>            <C>
                                 ASSETS
Current Assets:                                                
  Cash and Equivalents                                 $ 1,802        $ 1,633
  Accounts Receivable (Net of Allowances of                       
   $515 and $630, Respectively)                         12,383         12,432
  Income Taxes Receivable                                1,288          1,476
  Inventories                                            3,563          2,797
  Prepaid Expenses and Other Assets                        605            330
  Deferred Income Taxes                                  1,176          1,510
      Total Current Assets                              20,817         20,178
                                                               
  Property and Equipment, Net                           15,946         15,874
                                                               
  Goodwill (Net of Accumulated Amortization of                     
   $3,199 and $2,823, Respectively)                      5,738          6,114
  Deposits and Other Assets                                483            481
      Total                                            $42,984        $42,647
                                                               
                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:                                                  
  Current Portion of Long-Term Debt                    $ 1,960        $ 1,633
  Accounts Payable                                       7,114          4,518
  Accrued Liabilities                                    3,332          3,992
      Total Current Liabilities                         12,406         10,143
                                                               
Long-Term Debt                                          13,968         18,902
                                                               
Deferred Income Taxes                                      977          1,259
                                                               
Other Long-Term Liabilities                                 99             39
                                                               
Stockholders' Equity:                                          
  Preferred Stock, $0.001 Par Value:                                   
    Shares Authorized:  5,000                                      
    Shares Outstanding: None                                --             --
  Common Stock, $0.001 Par Value:                                 
    Shares Authorized:  20,000                                
    Shares Outstanding: 4,251 and 4,138, Respectively   11,451         11,152
  Deferred Stock Compensation                              (58)          (110)
  Retained Earnings                                      4,141          1,262
      Total Stockholders' Equity                        15,534         12,304
        Total                                          $42,984        $42,647
</TABLE>
                                    
              See notes to condensed financial statements.
</PAGE>
<PAGE> 4
Item 1:  Condensed Financial Statements (continued)

                        SIGMA CIRCUITS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS
                             (Unaudited)
<TABLE>
                                  (in thousands, except per share data)
                                   Three Months Ended    Nine Months Ended
                                   March 31,             March 31,
                                   1998      1997        1998      1997
<S>                                <C>       <C>         <C>       <C>
Net Sales                          $24,911   $20,425     $72,424   $59,143
Cost Of Sales                       19,706    17,911      57,604    50,775
                                                                
Gross Profit                         5,205     2,514      14,820     8,368
Selling, General and                 2,926     4,186       8,614     8,795
Administrative Expenses
Amortization of Goodwill               125       125         376       376
Facility Closing Costs                  --        --        (131)     (250)
                                                                
Operating Income (Loss)              2,154    (1,797)      5,961      (553)
Interest Expense, Net                  361       479       1,245     1,531
                                                                
Income (Loss) Before                                                  
 Income Taxes                        1,793    (2,276)      4,716    (2,084)
Provision (Benefit) For                                                  
 Income Taxes                          688      (541)      1,837      (439)
                                                                
Net Income (Loss)                  $ 1,105   $(1,735)    $ 2,879   $(1,645)
                                                                
Net Income (Loss) Per 
 Share - Basic                     $   .26   $  (.43)    $   .69   $  (.41)
                                                                
Net Income (Loss) Per 
 Share - Diluted                   $   .21   $  (.43)    $   .57   $  (.41)
                                                                          
Number of Shares Used in                                                   
 Computing Per Share                                                        
 Information - Basic                 4,236     4,074       4,177     4,030
                                                                
Number of Shares Used in                                           
 Computing Per Share                                                   
 Information - Diluted               5,306     4,074       5,160     4,030
</TABLE>
              See notes to condensed financial statements.
</PAGE>
<PAGE> 5
Item 1:  Condensed Financial Statements (continued)

                          SIGMA CIRCUITS, INC.
                   CONDENSED STATEMENTS OF CASH FLOWS
                              (Unaudited)
<TABLE>
                                                          (in thousands)
                                                          Nine Months Ended
                                                          March 31,
                                                          1998        1997
<S>                                                       <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                            
  Net Income (Loss)                                       $ 2,879     $(1,645)
  Reconciliation to Cash Provided by Operating                     
   Activities:                                                     
    Depreciation and Amortization of Property and                    
     Equipment                                              3,604       3,551
    Amortization of Goodwill                                  376         376 
    Amortization of Deferred Stock Compensation                52          52
    Amortization of Non-Compete Agreement                     113         113
    (Gain) Loss on Disposal of Assets                         132        (108)
    Deferred Income Taxes                                       5        (517)
    Facility Closing Costs                                   (131)       (250)
    Changes in Assets and Liabilities:                               
      Accounts Receivable                                      49         570
      Inventories                                            (766)      1,967
      Prepaid Expenses and Other Assets                      (388)       (173)
      Accounts Payable                                      2,596         654
      Accrued Liabilities                                    (529)     (1,186)
      Income Taxes Receivable                                 198       1,011
      Other Long-Term Liabilities                              60          --
        Cash Provided by Operating Activities               8,297       4,415
                                                                 
CASH FLOWS FROM INVESTING ACTIVITIES:                            
  Purchases of Property and Equipment                      (3,836)     (2,202)
  Proceeds from Sales of  Property and Equipment               28         320
  Deposits and Other Assets                                    (2)         19
        Cash Used for Investing Activities                 (3,810)     (1,863)
                                                                 
CASH FLOWS FROM FINANCING ACTIVITIES:                            
  Line of Credit, Net                                      (3,464)      1,016
  Repayment of Long-Term Borrowings                        (1,143)     (3,037)
  Proceeds from Issuance of Common Stock                      289         335
  Cash Overdraft                                               --        (297)
        Cash Used For Financing Activities                 (4,318)     (1,983)
                                                                 
INCREASE IN CASH AND EQUIVALENTS:                             169         569
                                                                 
CASH AND EQUIVALENTS:                                            
  Beginning of Period                                       1,633          --
  End of Period                                           $ 1,802     $   569
</TABLE>
              See notes to condensed financial statements.
</PAGE>
<PAGE> 6
Item 1:  Condensed Financial Statements (continued)

                          SIGMA CIRCUITS, INC.
                   CONDENSED STATEMENTS OF CASH FLOWS
                              (Unaudited)
<TABLE>
                                                        (in thousands)
                                                        Nine Months Ended
                                                        March 31,
                                                        1998        1997
<S>                                                     <C>         <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:       
  Cash Paid for Interest                                $1,289      $ 1,194
                                                                 
  Cash Paid (Received) for Income Taxes                 $1,583      $(1,005)
                                                                 
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:                   
  Tax Benefit from Employee Stock Transactions          $   10      $    71
</TABLE>
                                    
              See notes to condensed financial statements.
</PAGE>
<PAGE> 7
Item 1:  Financial Statements (continued)
                                   
                         SIGMA CIRCUITS, INC.
                 NOTES TO CONDENSED FINANCIAL STATEMENTS

  Basis of Presentation

     While  the  quarterly  financial information  contained  in  this
     filing  is unaudited, the financial statements presented  reflect
     all adjustments (consisting only of normal recurring adjustments)
     which the Company considers necessary for a fair presentation  of
     the results of operations for the interim periods covered and  of
     the  financial  condition of the Company  at  the  dates  of  the
     interim balance sheets.  The results for interim periods are  not
     necessarily  indicative of the results of the entire  year.   The
     information included in this report should be read in conjunction
     with the Company's audited financial statements and notes thereto
     included in the Company's fiscal year 1997 Annual Report on  Form
     10-K.

  Per Share Information

     During  December 1997, the Company adopted Statement of Financial
     Accounting Standard ("SFAS")  No.  128, "Earnings Per Share" and,  
     retroactively,  restated  prior period earnings per share ("EPS")  
     for the change.  SFAS 128 requires a  dual  presentation of basic 
     and diluted EPS. Basic  EPS  for the period presented is computed 
     by dividing  net income  or  loss  by  the  weighted  average  of  
     common  shares outstanding.   Diluted  EPS   reflects   potential  
     dilution from outstanding  stock  options and warrants, using the 
     treasury stock method. Potential dilutive securities are excluded  
     in loss periods as they are antidilutive.

<TABLE>
                                        Three Months       Nine Months
                                        Ended              Ended
                                        March 31,          March 31,
                                        1998    1997       1998     1997
     <S>                                <C>     <C>        <C>      <C>
     DILUTED EPS:                                                 
                                                                     
      Net Income (Loss)                 $1,105  $(1,735)   $2,879   $(1,645)
                                                                   
      Interest Expense, Net of Tax,                                       
       Related to Convertible                                             
       Subordinated Note                    27       --        81        --
                                                                          
      Net Income (Loss) As Adjusted     $1,132  $(1,735)   $2,960   $(1,645)
                                                                  
      Weighted Average Common Stock                                         
       Outstanding                       4,236    4,074     4,177     4,030
                                                                           
      Common Stock Equivalents:                                           
                                                                           
      Dilutive Effect of Stock                                            
       Options                             546       --       472        --
                                                                          
      Dilutive Effect of                                                  
       Underwriter's Warrant               124       --       111        --
                                                                  
      Convertible Subordinated Note,                                
       Assumed Conversion                  400       --       400        --
                                                                  
      Number of Shares                   5,306    4,074     5,160     4,030
                                                                  
      Net Income (Loss) Per Share       $  .21   $ (.43)   $  .57    $ (.41)
                                                                  
      Antidilutive Common Stock                                 
       Equivalents                          --      421        --       465
</TABLE>
</PAGE>
<PAGE> 8
                                                                  
Item 1:  Financial Statements (continued)

  Inventories

     Inventories consist of (in thousands):
<TABLE>
                          March 31,     June 30,
                          1998          1997
     <S>                  <C>           <C>
     Raw Materials        $1,529        $  877
     Work in Process       1,499         1,416
     Finished Goods          535           504
                                      
       Inventories        $3,563        $2,797
</TABLE>

  Debt Obligations

     On  December 8, 1997, the Company's lender amended the  financing
     agreement  to  delete the provision in regards to  the  quarterly
     maximum   amount   of   $1,000,000  for   capital   expenditures.
     Additionally, on February 10, 1998, the Company's lender  further
     amended the financing agreement to allow for a maximum amount  of
     $8,000,000 for capital expenditures during fiscal year  1998  and
     $6,000,000 for each fiscal year thereafter.

  Recently Issued Accounting Standards

     In  June  1997, the Financial Accounting Standards  Board  issued
     SFAS  No.  130  "Reporting Comprehensive Income," which  requires
     that an entity report, by major components and as a single total,
     the  change  in  its  net  assets during  the  period  from  non-
     shareholder sources; and SFAS No. 131 "Disclosures about Segments
     of  an  Enterprise  and Related Information,"  which  establishes
     annual  and interim reporting standards for an entity's  business
     segments  and  related disclosures about its products,  services,
     geographic  areas,  and  major  customers.   Adoption  of   these
     statements  will  not  impact the Company's  financial  position,
     results  of  operations  or  cash  flows.   Both  statements  are
     effective  for  fiscal years beginning after December  15,  1997,
     with earlier application permitted.

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

     This  discussion contains forward-looking statements that involve
     risks  and  uncertainties.  The Company's  actual  results  could
     differ  materially  from those discussed  herein.   Factors  that
     could  cause or contribute to such differences, include, but  are
     not  limited  to,  those  discussed  herein,  as  well  as  those
     discussed  in  the Company's Annual Report on Form 10-K  for  the
     year  ended  June 30, 1997.  Readers are cautioned not  to  place
     undue reliance on these forward-looking statements, which reflect
     management's  analysis only as of the date hereof.   The  Company
     undertakes no obligation to publicly release the results  of  any
     revision to these forward-looking statements which may be made to
     reflect  events  or  circumstances after the date  hereof  or  to
     reflect the occurrence of unanticipated events.
     
  Overview
     
     Beginning in fiscal year 1994, the Company adopted a strategy  to
     service  more  of  the  electronic  interconnect  needs  of   its
     strategic  customers  by  broadening its  product  offerings  and
     increasing its capacity. The Company believed that its reputation
     as  a  high  quality, reliable quick-turn supplier of PCBs  would
     generate  demand  among  its  customers  for  additional  product
     offerings.  The Company also believed that the
</PAGE>
<PAGE> 9
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
     
     customer   relationships  established  by  providing   quick-turn
     services during the  prototype  stage of the product  life  cycle 
     would  give  it an advantage in  securing  the larger volume pre-
     production and production orders  of such  products.  Assisted by 
     the proceeds of a private equity financing and its initial public 
     offering, the  Company  established  its  Systems Integration and  
     Flexible Circuits divisions during the latter part of fiscal year 
     1994 in order to broaden  its  product  offerings. During  fiscal  
     year 1995, the Company's gross margin and operating expenses were  
     negatively affected by  the  underutilization and start-up  costs  
     of the Systems Integration and  Flexible  Circuits divisions. The 
     Company completed  the  acquisition  of  Stockton-based  Citation  
     Circuits,  Inc.   and   its  related   companies  (the  "Citation  
     Acquisition") during  the  first  quarter  of fiscal year 1996 in 
     order to obtain  the  manufacturing  capacity required to service  
     its customers' higher volume  production  jobs  in  a lower  cost   
     operating environment.  During  May  1996, the  Company announced 
     the closure of its Costa Mesa PCB division and recorded a one-time 
     charge of approximately $3.8 million for facility closing costs.
     
     During  the  first half of fiscal year 1997, the Company  entered
     into  merger  discussions with Continental Circuits Corp.,  which
     were subsequently terminated in December 1996.  Additionally, the
     Company  recorded  charges to operations  of  approximately  $3.4
     million or $0.54 per share, after tax, attributable to bad  debt,
     expenses pertaining to a lawsuit filed to recover such bad  debt,
     excess  and  obsolete inventory and equipment, and an unfavorable
     sales  tax  ruling.  Combined with the lingering effects  of  the
     industry   slowdown   in  calendar  year  1996,   the   Company's
     consolidation  efforts of its PCB operations  and  aforementioned
     charges  to operations, the Company reported a net loss  of  $1.2
     million  for fiscal year 1997. In May 1997, the Company completed
     a  long-term  financing  agreement with  the  CIT  Group/Business
     Credit, Inc. which proceeds were used to repay substantially  all
     of the Company's existing debt and capital lease obligations.
     
     During  the  first  half  of fiscal year 1998,  the  Company  has
     entered  into real property leases for three additional buildings
     at its Santa Clara PCB Division.  The addition of these buildings
     expanded the division's size to approximately 75,000 square  feet
     from  45,000 square feet.  Approximately 55,000 square feet  will
     be  used  for  manufacturing and warehousing with  the  remaining
     square  footage used for office space.  The expansion  should  be
     completed  by  the  first quarter of fiscal year  1999  and  will
     increase   the  Company's  quick-turn  capacity  and  allow   for
     enhancement of manufacturing capabilities.  Additionally, changes
     in  the  operations  and  sales  organizations  have  helped  the
     Company's  financial performance improve through the nine  months
     ended  March 31, 1998.  Further, management has hired a  Director
     of  Engineering  Services  to  expand  the  Company's  growth  in
     assisting   its  customers  with  their  electronic  interconnect
     design, simulation and engineering requirements.
     
     The  Company's  operating results have been and are  expected  to
     continue  to  be affected by a number of factors,  including  the
     timing  and  volume  of  orders from and shipments  to  customers
     relative  to  the  Company's  manufacturing  capacity,  level  of
     product and price competition, product mix, the number of working
     days  in  a  particular  quarter,  economic  conditions  in   the
     electronic  interconnect industry and general  economic  factors.
     The  lead times, volume levels and complexity of customer  orders
     have also affected overall gross margins.
     
  Results of Operations
     
     The  following  table  sets  forth, for  the  periods  indicated,
     certain statement of operations data expressed as a percentage of
     net sales.  The table and the discussion below should be read  in
     conjunction with the condensed financial statements and the notes
     thereto appearing elsewhere in this report.
</PAGE>
<PAGE> 10
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
<TABLE>
                                     Three Months      Nine Months
                                     Ended             Ended
                                     March 31,         March 31,
                                     1998    1997      1998   1997
     <S>                             <C>      <C>      <C>     <C>
     Net Sales                       100.0%   100.0%   100.0%  100.0%
     Cost of Sales                    79.1     87.7     79.5    85.8
     Gross Margin                     20.9     12.3     20.5    14.2
     Selling, General and             11.7     20.5     12.0    14.9
     Administrative Expenses                             
     Amortization of Goodwill          0.5      0.6      0.5     0.6
     Facility Closing Costs             --       --     (0.2)   (0.4)
     Operating Income (Loss)           8.7     (8.8)     8.2    (0.9)
     Interest Expense, Net             1.5      2.3      1.7     2.6
     Income (Loss) Before                                       
      Income Taxes                     7.2    (11.1)     6.5    (3.5)
     Provision (Loss) for                                        
      Income Taxes                     2.8     (2.6)     2.5    (0.7)
     Net Income (Benefit)              4.4%    (8.5)%    4.0%   (2.8)%
</TABLE>
     
   Net Sales
     
     Net sales for the quarter ended March 31, 1998 were approximately
     $24.9 million, an increase of $4.5 million or 22.0% over the same
     quarter of the prior fiscal year.  All of the Company's divisions
     contributed to this increase.  Net sales from the combined  Rigid
     PCB  and  Flexible  Circuit  divisions  to  the  merchant  market
     increased  10.7%,  while net sales from the  value-added  Systems
     Integration division increased 67.5% over the same quarter of the
     prior fiscal year.
     
     Net  sales  for  the  nine  months  ended  March  31,  1998  were
     approximately  $72.4  million, an increase of  $13.3  million  or
     22.5%  over the same period of the prior fiscal year.  Net  sales
     from the combined Rigid PCB and Flexible Circuit divisions to the
     merchant market increased 17.8%, while net sales from the  value-
     added Systems Integration division increased 40.4% over the  same
     period of the prior fiscal year.
     
   Gross Profit
     
     Gross profit  for  the  quarter ended March  31,  1998  was  $5.2
     million,  an  increase of $2.7 million or 107.0%  from  the  same
     quarter  of  the  prior fiscal year on higher  net  sales.  Gross
     margin  for the quarter period ended March 31, 1998 increased  to
     20.9%  of  net sales as compared to 12.3% in the same quarter  of
     the  prior fiscal year. In addition to higher sales, gross profit
     and margin for the prior year fiscal quarter ended March 31, 1997
     reflects a charge of $1.2 million relating to excess and obsolete
     inventory and equipment, an unfavorable sales tax ruling, as well
     as  lower  PCB  net  sales  and associated  under-utilization  of
     capacity.    In   addition,  gross  profit   and   gross   margin
     improvements  were  the  significant  operational  and  materials
     management  efficiency  gains made  by  the  Systems  Integration
     division during the past year.
   
     Gross   profit  for  the  nine  months  ended  March 31, 1998 was
     $14.8 million, an increase of $6.5 million or 77.1% from the same
     nine  month period of the prior fiscal year on higher net  sales.
     Gross  margin  for  the nine month period ended  March  31,  1998
     increased to 20.5% of net sales as compared to 14.2% in the  same
     period  of  the  prior fiscal year. In addition to higher  sales,
     gross  profit and margin for the prior year comparable nine month
     period  ended  March  31, 1997 included  total  charges  of  $1.9
     million  relating to excess and obsolete inventory and equipment,
     an  unfavorable sales tax ruling, as well as lower PCB net  sales
     and associated under-utilization of capacity.  In addition, gross
     profit   and  gross  margin  improvements  were  the  significant
     operational and materials management efficiency gains made by the
     Systems Integration division during the past year.
</PAGE>
<PAGE> 11

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
   
   Selling, General and Administrative Expenses
  
     Selling,  general  and administrative expenses  for  the  quarter
     ended  March  31,  1998 were $2.9 million,  a  decrease  of  $1.3
     million or 30.1% over the same quarter of the prior fiscal  year.
     During  the quarter, selling, general and administrative expenses
     decreased  to 11.8% of net sales compared to 20.5% one year  ago.
     The decrease was primarily due to a prior year comparable quarter
     charge  of  $1.2  million  for  bad  debt  and  related  expenses
     pertaining  to  a  specific  customer lawsuit  filed  during  the
     quarter  ended March 31, 1997.  This charge represented  5.9%  of
     the  20.5% amount of selling, general and administrative expenses
     as a percent of net sales.
  
     Selling, general and administrative expenses for the nine  months
     ended March 31, 1998 were $8.6 million, a decrease of $181,000 or
     2.1%  over  the same nine month period of the prior fiscal  year.
     During the nine months ended March 31, 1998, selling, general and
     administrative expenses decreased to 12.0% of net sales  compared
     to  14.9%  for  the  same period of the prior  fiscal  year.  The
     percentage  decrease was primarily due to a prior year comparable
     period  charge of $1.2 million for bad debt and related  expenses
     pertaining  to  a  specific  customer lawsuit  filed  during  the
     quarter  ended March 31, 1997.  This charge represented  2.0%  of
     the  14.9% amount of selling, general and administrative expenses
     as a percent of net sales.
  
  Facility Closing Costs
  
     Facility  closing costs credited for the nine months ended  March
     31,  1998 were approximately $131,000 and are attributable  to  a
     reduction  of  the  associated reserve  recorded  in  the  fourth
     quarter  of  fiscal year 1996 pertaining to the  closure  of  the
     Company's Costa Mesa PCB facility.  On July 25, 1997, the Company
     successfully  sold  the  building on behalf  of  the  owner  (and
     landlord); therefore, eliminating any future lease and  operating
     obligations.
   
   Interest Expense, Net
  
     Net interest  expense for the quarter ended March  31,  1998  was
     approximately $361,000, a decrease of $118,000 or 24.6% from  the
     same  quarter in the prior fiscal year.  The overall decrease  is
     primarily  attributable to repayment of the Company's term  loan,
     as well as an overall reduction in the revolving line of credit's
     outstanding balance during the current fiscal year.
  
     Net interest expense for the nine months ended March 31, 1998 was
     approximately $1.2 million, a decrease of $286,000 or 18.7%  from
     the  same  period in the prior fiscal year.  The overall decrease
     is  attributable  to  repayment of  the  Company's  various  debt
     obligations subsequent to the May 1997 debt refinancing with  the
     CIT Group.
   
   Provision (Benefit) for Income Taxes
  
     The Company's effective income tax rate was 38.4% and  39.0%  for
     the  quarter  and nine months ended March 31, 1998, respectively.
     The  Company's effective benefit tax rate was 23.8% and 21.1% for
     the  quarter  and nine months ended March 31, 1997, respectively.
     These  rates differ from statutory rates primarily due  to  state
     taxes,  net  of  federal benefit, amortization  of  goodwill  and
     deferred  stock compensation, as well as other amounts  that  are
     not   deductible   in  determining  taxable   income   or   loss.
     Additionally,  the amount of pre-tax income or loss  can  have  a
     material effect on the Company's effective rate.
</PAGE>
<PAGE> 12

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
  
  Financial Condition
  
     The Company  has  historically financed its operations  primarily
     through  bank borrowings, issuances of debt and equity securities
     and cash generated from operations.
  
   Liquidity
  
     The  Company   generated  cash  from  operating   activities   of
     approximately  $8.3  and $4.4 million in the  nine  months  ended
     March  31,  1998  and  1997, respectively.  Cash  generated  from
     operations in the nine months ended March 31, 1998 and  1997  was
     primarily  attributable to net income (loss) of $2.9 million  and
     $(1.6)  million, respectively, as adjusted for non-cash expenses,
     primarily  depreciation  and  amortization.   Additionally,   the
     Company's working capital has decreased to $8.4 million at  March
     31,  1998  from  $10.0 million at June 30, 1997  primarily  as  a
     result of its operations and property and equipment acquisitions.
  
     The Company  used  cash in investing activities of  approximately
     $3.8 and $1.9 million in the nine months ended March 31, 1998 and
     1997,  respectively.  Cash used in investing  activities  in  the
     nine   months  ended  March  31,  1987  and  1997  was  primarily
     attributable  to  purchases  of property  and  equipment  net  of
     proceeds from sales of equipment.
  
     The Company  used  cash in financing activities of  approximately
     $4.3 and $2.0 million in the nine months ended March 31, 1998 and
     1997, respectively. Cash used in financing activities during  the
     nine   months  ended  March  31,  1998  and  1997  was  primarily
     attributable to net repayments under its credit facility.
  
     As of  March  31,  1998  the Company had total  debt  obligations
     outstanding of approximately $15.9 million, consisting  primarily
     of $4.9 million outstanding under the Company's revolving line of
     credit,  a  $8.6  million term loan, a $1.8  million  convertible
     subordinated note and a $0.6 million real estate obligation.
  
     The  Company  has a $25.0 million credit facility  with  the  CIT
     Group/Business  Credit,  Inc. (the "CIT Group"),  an  asset-based
     lender, and consists of a $13.7 million revolving line of credit,
     a  $9.8  million term loan and a $1.5 million capital expenditure
     ("CAPEX") term loan.  The revolving line of credit is limited  to
     a  maximum amount equal to the lesser of $13.7 million or the sum
     of  90.0%  and  50.0%  of the Company's eligible  trade  accounts
     receivable   and   raw  materials  inventory,  respectively,   as
     contractually  defined. The revolving line of credit  expires  on
     May  21, 2001 and currently bears interest at rates ranging  from
     8.38%  to  8.75%. The $9.8 million term loan expires on  May  21,
     2002  and currently bears interest at rates ranging from 8.63  to
     9.25%.   Principal payments of approximately $0.2 are due monthly
     in equal installments with the first installment due on September
     1,  1997.   The  CAPEX  term loan has a maximum  amount  of  $1.5
     million  in  which  the  Company's  financing  agreement   limits
     borrowings to this maximum or the amount determined as the sum of
     $500,000  plus  50.0%  of  cumulative earnings  before  interest,
     taxes,  depreciation and amortization for a contractually defined
     period of time.  The $1.5 million CAPEX term loan expires on  May
     1,  2001  and  as  of  March 31, 1998 there were  no  outstanding
     borrowings under this loan. Additionally, the Company has a  $1.8
     million  convertible subordinated note with  the  seller  of  the
     Citation  Companies.   This note expires  on  May  21,  2001  and
     currently bears interest at 10.0%.  The note is convertible  into
     a maximum of 400,000 shares of common stock at the
</PAGE>
<PAGE> 13
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
     
     option  of  the  holder  based  upon  certain  defined  criteria.
     Further, the Company has a real estate note of approximately $0.6
     million  that was assumed in the Citation Acquisition.  The  real
     estate  note is due, as a balloon payment, on December  31,  2005
     and  currently bears interest at 8.5%.  As of March 31, 1998, the
     Company  was  in compliance with the convenants of its  financing
     agreement.
  
     The   Company  believes  that  its  existing  funds,   borrowings
     available under its revolving line of credit and CAPEX term  loan
     and  funds  expected  to  be generated from  operations  will  be
     sufficient to meet its working capital needs for the next  twelve
     months.  There can be no assurance, however, that events  in  the
     future  will  not require the Company to seek additional  capital
     sooner  or,  if so required, that it will be available  on  terms
     acceptable  to  the Company.  To the extent that  cash  generated
     from operations is not sufficient to meet the Company's projected
     capital  expenditures  or  future  working  capital  needs,   the
     Company's  business, financial condition, cash flows and  results
     of operations may be materially and adversely affected.
   
   Capital Resources
  
     During the nine months ended March 31, 1998 the Company purchased
     approximately  $3.8 million of property and equipment  which  was
     funded  through long-term borrowings. On December 18,  1997,  the
     CIT   Group  amended  the  financing  agreement  to  relieve  the
     quarterly   maximum   amount   of  $1.0   million   for   capital
     expenditures.  Additionally, on February 10, 1998, the CIT  Group
     further  amended the financing agreement to allow for  a  maximum
     amount  of  $8.0 million for capital expenditures  during  fiscal
     year 1998 and $6.0 million for each fiscal year thereafter.   Any
     expenditures  exceeding this maximum annual amount would  require
     prior lender approval.  Therefore, excluding the financial impact
     of  any  acquisition  or  establishment of  new  facilities,  the
     Company  expects  to incur capital expenditures of  approximately
     $2.5 million in the remaining three months of fiscal year 1998.
  
   Inflation
  
     The Company  recognizes that inflationary pressures may  have  an
     adverse  effect  on  its operations through increased  production
     costs.   The Company attempts to minimize the effect of inflation
     through productivity improvements as well as price increases that
     assist  in  maintaining reasonable profit margins.  Although  the
     Company  believes that the impact of inflation on  its  operating
     results  has  been  moderate in recent years,  there  can  be  no
     assurance  that,  in  the future, it could not  have  a  material
     adverse effect on the Company's business, financial condition and
     results of operations.
  
   Seasonality
  
     The Company  believes  that its net sales have  not  historically
     been subject to significant seasonal fluctuations.
  
  Factors That May Affect Future Results
  
     In  evaluating  the  Company's  business,  prospective  investors
     should  carefully consider the following factors in  addition  to
     the  other  information  presented in  this  report  and  in  the
     Company's  other reports filed with the Securities  and  Exchange
     Commission that attempt to advise interested parties of the risks
     and factors that may affect the Company's business.
</PAGE>
<PAGE> 14

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
  
   Dependence on Electronics Industry
  
     The  Company's   principal  customers  are   original   equipment
     manufacturers   (OEM)   and   contract   manufacturers   in   the
     telecommunications,    networking,    computers,     peripherals,
     industrial instrumentation, medical, and semiconductor  equipment
     segments of the electronics industries.  These industry segments,
     and  the  electronics industry as a whole, are  characterized  by
     intense  competition,  relatively short product-life  cycles  and
     significant  fluctuations in product demand.   In  addition,  the
     electronics  industry is generally subject to rapid technological
     change  and product obsolescence. Discontinuance or modifications
     of  products  containing components manufactured by  the  Company
     could   adversely   affect  the  Company's  business,   financial
     condition   and   results  of  operations.   In   addition,   the
     electronics industry has in the past experienced, and  is  likely
     in  the  future to experience, recessionary periods.  A recession
     or  any other event leading to excess capacity in the electronics
     industry would likely result in intensified price competition and
     a  decrease  in unit volume, both of which would have a  material
     adverse  effect  on the Company's business, financial  condition,
     cash flows and results of operations.
  
   Fluctuations in Quarterly Operating Results
  
     The Company's  quarterly operating results have  varied  and  may
     continue  to fluctuate significantly.  At times in the past,  the
     Company's net sales and net income have decreased from the  prior
     quarter.  Operating results are affected by a number of  factors,
     including  timing  and  volume of orders from  and  shipments  to
     customers relative to the Company's manufacturing capacity, level
     of  product  and price competition, product mix,  the  number  of
     working  days  in  a  particular  quarter  and  general  economic
     factors.   In  recent  years, the Company's  gross  margins  have
     varied  primarily  as  a result of capacity utilization,  product
     mix, lead times, volume levels and complexity of customer orders,
     start-up costs in its two new divisions and costs associated with
     the closure of the Costa Mesa facility.  The timing and volume of
     orders placed by the Company's OEM customers vary due to customer
     attempts  to manage inventory, changes in the OEM's manufacturing
     strategy  and  variation  in  demand for  customer  products.  An
     interruption in manufacturing resulting from shortages  of  parts
     or  equipment,  fire,  natural  disaster,  equipment  failure  or
     otherwise  would have a material adverse effect on the  Company's
     business,   financial  condition,  cash  flows  and  results   of
     operations.   Due to all of the foregoing factors, it  is  likely
     that  in some future quarter the Company's operating results will
     be   below  the  expectations  of  public  market  analysts   and
     investors.   In  such  event, the price of the  Company's  common
     stock would likely be materially adversely affected.
  
   Customer Concentration
  
     The Company's past growth has resulted, in part, from its ability
     to  identify and attract customers in rapidly growing segments of
     the  electronics industry.  The Company has manufactured products
     for  some  of  these customers for a relatively short  period  of
     time.  There can be no assurance that the
     
     Company will continue to be able to identify, attract and  retain
     customers with high growth rates or that the customers that  they
     do  attract  and retain will continue to grow at their historical
     rates  or  at all.  Although there can be no assurance  that  the
     Company's principal customers will continue to purchase  products
     and  services from the Company at current levels, if at all,  the
     Company   expects  to  continue  to  depend  upon  its  principal
     customers  for  a  significant portion of  its  net  sales.   The
     decrease  in  or loss of orders from one or more major  customers
     could  have a material adverse effect on the Company's  business,
     financial condition, cash flows and results of operations.
</PAGE>
<PAGE> 15

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
     
   Variability of Orders
     
     The  Company does not obtain long term purchase commitments  from
     its  customers and a substantial portion of net sales in a  given
     quarter   depends  on  obtaining  orders  for  products   to   be
     manufactured  and  shipped in the same  quarter  in  which  those
     orders  are received.  Customers may cancel orders and change  or
     delay delivery schedules at any time.  The timely replacement  of
     canceled,  delayed or reduced orders with new  orders  cannot  be
     assured.   Significant  or numerous cancellations,  reduction  or
     delays in order by a customer or group of customers could have  a
     material  adverse  effect  on the Company's  business,  financial
     condition  and  results  of  operations.   Because  the   Company
     operates  with  limited backlog, net sales for  any  quarter  are
     substantially dependent on orders booked in that quarter and  net
     sales  for  any  future  quarter are  not  predictable  with  any
     significant  degree of certainty.  The Company's  expense  levels
     are  relatively fixed and are based, in part, on expectations  of
     future  net  sales. Consequently, if net sales levels  are  below
     expectations,  the Company's business, financial condition,  cash
     flows  and  results  of  operations are likely  to  be  adversely
     affected.
     
   Competition
     
     The  electronic interconnect industry is characterized by intense
     competition.   The Company faces significant competition  in  its
     quick-turn,  PCB  and flexible circuits product  lines  primarily
     from  a number of regional privately-held manufacturers.  As  the
     Company  increasingly  expands its  volume  production  of  PCBs,
     backplane  assemblies and flexible circuits, it will continue  to
     face  much  larger  competitors.  Many of these competitors  have
     significantly   greater   financial,  technical   and   marketing
     resources,  greater  name  recognition  and  a  larger  installed
     customer  base than the Company.  In addition, these  competitors
     may  have  the ability to respond more quickly to new or emerging
     technologies  and may adapt more quickly to changes  in  customer
     requirements and may devote greater resources to the development,
     promotion and sale of their products than the Company.
     
     The  Company believes that when it competes in the standard lead-
     time  volume  production  of  its  PCB,  backplane  and  flexible
     circuits  products, it encounters greater price sensitivity  from
     potential  customers. From time to time the Company  operates  in
     the  lower technology, higher volume segments of the PCB  market,
     where  the  Company  may  be at a competitive  disadvantage  when
     competing   with   manufacturers  with  lower  cost   structures,
     particularly those with offshore facilities where labor and other
     costs  are  generally  lower.  During  periods  of  recession  or
     economic  slowdown  in  the electronics industry,  the  Company's
     competitive  advantages in the areas of quick-turn  manufacturing
     and  responsive customer service may be of reduced importance  to
     the  Company's  customers, who may become more  price  sensitive.
     Although  capital  barriers  to entry  are  relatively  high  for
     manufacturing  technologically  complex  electronic  interconnect
     products,  the  basic interconnect technology  is  generally  not
     protected   by   patents  or  copyrights,  and   companies   with
     significant resources or international operations may  enter  the
     market.  Consolidation of smaller competitors may also result  in
     increased  competition.  Increased competition  could  result  in
     price reductions, reduced margins or loss of market share, any of
     which   could  materially  and  adversely  affect  the  Company's
     business,   financial  condition,  cash  flows  and  results   of
     operations.
   
   Management of Growth
     
     Over the past several years, the Company has experienced a period
     of  rapid growth that has placed, and is expected to continue  to
     place,   a   significant  strain  on  the  Company's  management,
     operational   and   financial  resources.  This   situation   was
     compounded by the Citation Acquisition.  The Company's growth  is
     expected
</PAGE>
<PAGE> 16
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
     
     to   require  the  addition  of  new  management  personnel,  the
     development  of  additional  expertise  by  existing   management
     personnel  and  additional manufacturing  space.   The  Company's
     ability  to  manage  growth effectively, particularly  given  the
     increasing  scope of its operations, will require it to  continue
     to   implement  and  improve  its  management,  operational,  and
     financial  information  systems,  as  well  as  to  develop   the
     management skills of its managers and supervisors and  to  train,
     motivate  and  manage  its employees.  The Company's  failure  to
     effectively manage growth could have a material adverse effect on
     the  Company's  business,  financial  condition  and  results  of
     operations.  Competition for personnel is intense and  there  can
     be  no  assurance  that  the Company will  be  able  to  attract,
     assimilate or retain additional highly qualified employees in the
     future.  The failure to hire and retain such personnel could have
     a  material  adverse effect on the Company's business,  financial
     condition, cash flows and results of operations.
     
   Substantial Leverage and Ability to Service Debt
  
     The  Company  has  substantial  debt  service  obligations.   The
     ability of the Company to meet its debt service requirements will
     depend  upon  achieving significant and sustained growth  in  the
     Company's profitability and cash flow, which will be affected  by
     its  success  in  implementing its business strategy,  prevailing
     economic  and  industry  conditions and financial,  business  and
     other factors, certain of which are beyond the Company's control.
     Accordingly, there can be no assurance as to whether or when  the
     Company's  operations  will  generate  sufficient  cash  flow  or
     whether the Company will at any time have sufficient resources to
     meet  its  debt  service or debt repayment obligations.   If  the
     Company is unable to generate sufficient cash flow to service  or
     repay  its indebtedness, it will have to reduce or delay  planned
     capital  expenditures, sell assets, restructure or refinance  its
     indebtedness or seek additional equity capital. There can  be  no
     assurance  that  any  of these strategies could  be  effected  on
     satisfactory  terms,  if at all, particularly  in  light  of  the
     Company's  high levels of indebtedness.  In addition, the  degree
     to   which  the  Company  is  leveraged  could  have  significant
     consequences,  including, but not limited to, the following:  (i)
     the  Company's  ability  to obtain additional  financing  in  the
     future  for  working  capital, capital  expenditures,  and  other
     general corporate purposes may be materially limited or impaired,
     (ii)  a  substantial  portion of the  Company's  cash  flow  from
     operations  may need to be dedicated to the payment of  principal
     and interest on its indebtedness and therefore, not available  to
     finance  the  Company's  business and (iii)  the  Company's  high
     degree  of  leverage  may  make it more  vulnerable  to  economic
     downturns,   may  limit  its  ability  to  withstand  competitive
     pressures  and  may  reduce  its  flexibility  in  responding  to
     changing business and economic conditions.
     
   Uncertainty of Effects of Year 2000 on Computer Programs and Systems

     The  Year  2000  Issue is the result of computer  programs  being
     written  using  two  rather  than  four  digits  to  define   the
     applicable  year.   Any of the Company's computer  programs  that
     have  date-sensitive software may recognize a date using "00"  as
     the year 1900 rather than the year 2000.  This could result in  a
     system   failure   or  miscalculations  causing  disruptions   of
     operations,  including but not limited to, a temporary  inability
     to  process transactions or engage in normal business activities.
     Such failure or errors could occur prior to the actual change  in
     century.

     Based upon a recent assessment, the Company's management believes
     that  all of its existing computer programs will properly utilize
     dates beyond December 31, 1999.  The Company has received written
     confirmation  from  all  of  its  significant  computer   program
     manufacturers that specific software purchased by the Company  is
     Year  2000  compliant.  The  Company's customers,  suppliers  and
     service  providers (including financial institutions) are reliant
     upon  computer  applications, some of which may contain  software
     that may fail as a result of the upcoming change in century, with
     respect to functions that
</PAGE>
<PAGE> 17
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)

     materially  affect  their interactions  with  the  Company.   The
     Company has started the process of communicating with all of  its
     significant  suppliers and customers to determine the  extent  to
     which  the Company is vulnerable to those third parties'  failure
     to  remediate their own Year 2000 issues. Failure of the software
     of  its  customers, suppliers or service providers could  have  a
     material  adverse  impact  on the Company's  business,  financial
     condition and result of operations.
     
     The Company will utilize both internal and external resources  in
     continuing its plan, which include testing its computer  systems,
     and  anticipates completion of the Year 2000 project by no  later
     than  August  31,  1999. The Company has, and  will  continue  to
     expense all costs associated with its Year 2000 plans.  The total
     anticipated cost is not expected to have a material effect on the
     results of operations.

     The  Company's  assessments and plans to complete its  Year  2000
     project  are based upon management's best estimates,  which  were
     derived  utilizing presently available information  and  numerous
     assumptions of future events including the continued availability
     of  certain  resources,  third  party  communications  and  other
     factors.  However, there can be no guarantee that these estimates
     will  be achieved and actual results could differ materially from
     those  plans.   Specific factors that might cause  such  material
     differences include, but are not limited to, the availability and
     cost of personnel trained in this area, the ability to locate and
     correct  relevant computer codes and similar uncertainties.   The
     failure of the Company to successfully execute its Year 2000 plan
     could  have a material adverse effect on the Company's  business,
     financial condition, cash flows and results of operations.
     
Item 3:   Quantitative and Qualitative Disclosures about Market Risk
     
     Not applicable.
</PAGE>
<PAGE> 18
                      Part II:  Other Information

Item 1.  Legal Proceedings

     See additional discussion under Item 3 "Legal Proceedings" in the
     Company's  Form  10-K filed for the fiscal year  ended  June  30,
     1997.
     
     On April 2, 1998, the Company entered into a settlement agreement
     (the  "Agreement") concerning a lawsuit filed against one of  its
     customers during March 1997 which had subsequently filed a cross-
     complaint  during April 1997.  In the Agreement, the Company  and
     customer  agreed  to  a mutual release of  all  parties  with  no
     admission   of  liability  and  dismissed  its  suit  and   cross
     complaint,   with  prejudice,  in  the  respective  court.    The
     agreement  further  required that the Company and  customer  bear
     their  own legal fees and costs arising from their legal actions.
     Additionally,  the Company will receive a one-time  payment  from
     the  customer during April 1998.  The Company has not recorded  a
     receivable  for this payment as of March 31, 1998 due to  certain
     contingencies  which are expected to be resolved  in  the  fourth
     quarter  of  fiscal year 1998.  Any default relating  to  payment
     would  not  likely  result in a material adverse  effect  on  the
     Company's  business, financial condition, cash flows and  results
     of operations.
     
          
Item 6:   Exhibits and Reports on Form 8-K

     A.   Exhibits
     
          See  Index  to  Exhibits at page 20 of this  filing  and  is
          incorporated by reference herein.
     
     B.   Reports on Form 8-K
     
          No  reports on Form 8-K were filed during the quarter  ended
          March 31, 1998.
</PAGE>
<PAGE> 19
                              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, in
the  City  of Santa Clara, County of Santa Clara, State of California,
on the 11th day of May, 1998.
                                                                      
                                 Sigma Circuits, Inc.
                                      (Registrant)


                                 By   /s/ B. Kevin Kelly
                                     B. Kevin Kelly
                                     President, Chief Executive
                                     Officer and Director



                                 By   /s/ Philip S. Bushnell
                                     Philip S. Bushnell
                                     Senior Vice President, Finance
                                     and Administration, Chief
                                     Financial Officer, Secretary and
                                     Director
</PAGE>
<PAGE> 20
                             INDEX OF EXHIBITS
<TABLE>
Exhibt  
Number  Description
<S>     <C>
 3.1    Restated Certificate of Incorporation of the Registrant.(1)
 3.2    Bylaws of the Registrant.(1)
 4.1    Reference is made to Exhibits 3.1 and 3.2
 4.2    Registration Agreement among the Registrant and certain other 
        parties named therein, dated April 15, 1986.(1)
 4.3    Series C Registration Rights Agreement among the Registrant and 
        certain other parties named therein, dated September 30, 1993.(1)
 4.5    Specimen stock certificate.(1)
10.1    Form of Indemnity Agreement entered into between the Registrant 
        and its directors and officers, with related schedule.(1)
10.2    Registrant's Amended and Restated 1997 Stock Option Plan.(6)
10.3    Registrant's 1994 Non-Employee Directors' Stock Option Plan, as 
        amended to date.(1)
10.4    Registrant's 1994 Employee Stock Purchase Plan, as amended to date.(6)
10.5    Form of Stock Warrant granted to Cruttenden & Company.(1)
10.6    Lease Agreement between the Registrant and The Kontrabecki Group, 
        dated May 3, 1994, and attachments thereto.(1)
10.7    Lease Agreement between the Registrant and The Kontrabecki Group, 
        dated June 9, 1995, and attachments thereto.(2)
10.8    Lease Agreement Extension and Modification dated September 30, 1995, 
        between the Registrant and Anthony and Cydelle Drago to Lease 
        Agreement dated December 30, 1986, as amended.(2)
10.9    Consulting Agreement between the Registrant and Robert P. Cummins, 
        dated July 1, 1997.(5)
10.10   Change-in-Control Severance Agreement between the Registrant and 
        B. Kevin Kelly, dated October 26, 1995.(4)
10.11   Change-in-Control Severance Agreement between the Registrant and 
        Philip S. Bushnell, dated October 26, 1995.(4)
10.12   Convertible Subordinated Promissory Note granted to Citation 
        Enterprise, Inc., dated May 21, 1997.(5)
</TABLE>
</PAGE>
<PAGE> 21
                             INDEX OF EXHIBITS
<TABLE>
Exhibit
Number  Description     
<C>     <S>        
10.13   Asset Purchase Agreement between the Registrant, Citation Circuits, 
        Inc., Citation Enterprises, Inc., Citron Inc. and Carl Brockl, dated 
        September 8, 1995.(3)
10.14   Financing Agreement between the Registrant and the CIT Group/Business
        Credit, Inc., dated May 21, 1997 and exhibits thereto. (5)
10.15   Lease Agreement between the Registrant and G.B.G., dated April 23, 
        1997, as amended. (5)
10.16   Change-in-Control Severance Agreement between the Registrant and 
        W. Kent Hardwick, dated October 2, 1997. (7)
27.1    Financial Data Schedule (EDGAR filing only).
</TABLE>
____________________________________

(1) Incorporated by reference from the exhibit filed with the Company's 
    Registration Statement on Form S-1, as amended, filed May 26, 1994 
    (File No. 33-76606).

(2) Incorporated by reference from the exhibit filed with the Company's 
    Form 10-K, as amended, filed September 28, 1995 (File No. 0-24170).

(3) Incorporated by reference from the exhibit filed with the Company's 
    Form 8-K, as amended, filed October 11, 1995 (File No. 0-24170).

(4) Incorporated by reference from the exhibit filed with  the
    Company's Registration Statement on Form S-1, as amended, filed
    February 16, 1996 (File No. 333-1262).

(5) Incorporated by reference from the exhibit filed with the Company's 
    Form 10-K filed September 25, 1997 (File No. 0-24170).

(6) Incorporated by reference from the exhibit previously filed with the 
    Company's Registration Statement on Form S-8 filed February 5, 1998 
    (File No. 333-45641).

(7) Incorporated by reference from the exhibit filed with the Company's
    Form 10-Q filed February 11, 1997 (File No. 0-24170).
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