<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 September 30, 1996
                                        
                                       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. of Employer
 incorporation or organizatin)             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 4,007,088 at November 1, 1996.
</PAGE>
<PAGE> 2
                              Sigma Circuits, Inc.
                                        
                                      INDEX

Description                                                        Page Number

Cover Page                                                          1

Index                                                               2

Part I: Financial Information

     Item 1: Financial Statements
     
             Condensed Balance Sheets as of September
              30, 1996 and June 30, 1996                            3
             Condensed Statements of Operations for the
              Three Month Period Ended September 30,
              1996 and 1995                                         4
             Condensed Statements of Cash Flows for the
              Three Month Period Ended September 30,
              1996 and 1995                                         5
             Notes to Condensed Financial Statements                6
            
     Item 2: Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                            8

Part II: Other Information
            
     Item 1: Legal Proceedings                                     15
     
     Item 6: Exhibits and Reports on Form 8-K                      15
            
Signatures                                                         16
</PAGE>
<PAGE> 3
                         Part I:  Financial Information

Item 1:  Financial Statements

                           SIGMA CIRCUITS, INC.
                         CONDENSED BALANCE SHEETS
                               (Unaudited)
<TABLE>
                                                   (in thousands)
                                                   September 30,   June 30,
                                                   1996            1996
<S>                                                <C>             <C>
                                  ASSETS                             
Current Assets:                                                    
 Accounts Receivable (Net of Allowances of                         
  $530 and $598, Respectively)                     $12,522         $11,987
 Income Taxes Receivable                             1,393           1,393
 Other Receivables                                     377              46
 Inventories                                         4,511           4,753
 Prepaid Expenses                                      333             268
 Deferred Income Taxes                               2,659           2,660
   Total Current Assets                             21,795          21,107
                                                                 
Property and Equipment, Net                         18,903          18,899
                                                                 
Goodwill (Net of Accumulated Amortization of                       
 $2,447 and $2,322, Respectively)                    6,490           6,615
Deposits and Other Assets                              299             339
   Total                                           $47,487         $46,960
                                                                 
                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:                                             
 Cash Overdraft                                    $   497        $   297
 Current Portion of Long-Term Debt                   7,332          7,681
 Accounts Payable                                    5,428          4,418
 Accrued Liabilities                                 4,460          5,947
   Total Current Liabilities                        17,717         18,343
                                                                 
Long-Term Debt                                      15,658         14,345
                                                                 
Deferred Income Taxes                                1,354          1,354
                                                                   
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: 4,005 and 3,998, Respecti                         
   3,998, Respectively                              10,610        10,604
 Deferred Stock Compensation                          (163)         (180)
 Retained Earnings                                   2,311         2,494
   Total Stockholders' Equity                       12,758        12,918
   Total                                           $47,487       $46,960
</TABLE>
               See notes to condensed financial statements.
</PAGE>
<PAGE> 4
Item 1:  Financial Statements (continued)

                        SIGMA CIRCUITS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS
                             (Unaudited)
<TABLE>
                                                (in thousands, except
                                                per share data)
                                                Three Months Ended
                                                September 30,
                                                1996           1995
<S>                                             <C>            <C>
Net Sales                                       $18,802        $16,076
Cost of Sales                                    16,484         12,513
                                                               
Gross Profit                                      2,318          3,563
Selling, General and Administrative Expenses      1,966          2,380
Amortization of Goodwill                            125             50
                                                               
Operating Income                                    227          1,133
Interest Expense, Net                               538            144
                                                               
Income (Loss) Before Income Taxes                  (311)           989
Provision (Benefit) for Income Taxes               (128)           423
                                                               
Net Income (Loss)                               $  (183)       $   566
                                                               
Net Income (Loss) Per Share                     $  (.05)       $   .14
                                                               
Number of Shares Used in Computing Per Share                   
  Information                                     4,001          4,150
</TABLE>
                                                              
                  See notes to condensed financial statements.
</PAGE>
<PAGE> 5
Item 1:  Financial Statements (continued)

                          SIGMA CIRCUITS, INC.
                   CONDENSED STATEMENTS OF CASH FLOWS
                              (Unaudited)
<TABLE>
                                                     (in thousands)
                                                     Three Months Ended
                                                     September 30,
<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                   
 Net Income (Loss)                                   $ (183)       $   566
 Reconciliation to Cash Provided by (Used for)                         
  Operating Activities:                                                    
   Depreciation and Amortization                      1,067            686
   Amortization of Goodwill                             125             50
   Amortization of Deferred Stock                                          
    Compensation                                         17             27    
   Loss on Disposal of Assets                           151             37
   Deferred Income Taxes                                 --           (100)
   Changes in Assets and Liabilities:                           
    Accounts Receivable                                (535)        (1,336)
    Other Receivables                                  (331)            96
    Inventories                                         242           (221)
    Prepaid Expenses                                    (65)          (237)
    Accounts Payable                                  1,010          1,014
    Accrued Liabilities                              (1,488)          (204)
    Income Taxes Payable                                 --            (79)
     Cash Provided by Operating Activities               10            299
CASH FLOWS FROM INVESTING ACTIVITIES:                              
 Purchases of Property and Equipment                 (1,235)          (661)
 Proceeds from Sale of Property and Equipment            15             --
 Deposits and Other Assets                               40            (17)
 Purchase of Citation Companies, Net of Cash                            
  Acquired                                               --         (9,092) 
  Cash Used for Investing Activities                 (1,180)        (9,770)
CASH FLOWS FROM FINANCING ACTIVITIES:                                    
 Line of Credit, Net                                  1,901            235
 Proceeds from Long-Term Borrowings                      --         10,549
 Repayment of Long-Term Borrowings                     (937)          (139)
 Cash Overdraft                                         200             --
 Common Stock Transactions, Net                           6            101
  Cash Provided by Financing Activities               1,170         10,746
INCREASE IN CASH AND EQUIVALENTS                         --          1,275
CASH AND EQUIVALENTS:                                              
 Beginning of Period                                     --            106
 End of Period                                       $   --        $ 1,381
NON-CASH INVESTING AND FINANCING ACTIVITIES:                       
 Equipment Acquired Under Capital Lease                               
  Obligations                                                      $   542
PURCHASE OF THE CITATION COMPANIES:                                
  Cash Paid, Net of Cash Acquired                                  $ 9,092
  Stock Issued to Seller                                             2,500
  Debt Issued to Seller                                              4,092
  Liabilities Assumed                                                5,190
  Assets Acquired (including Goodwill of                           $20,874
   $5,744)
              See notes to condensed financial statements.
</TABLE>
</PAGE>
<PAGE> 6
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 1996 Annual Report on Form 
     10-K.

  Per Share Information

     Net  income  (loss)  per share is based on the weighted average  number  of
     common  and common equivalent shares outstanding during the period.  Common
     equivalent  shares  include common stock options and  warrants  (using  the
     treasury  stock method) and are excluded in loss periods as they are  anti-
     dilutive.

  Inventories

     Inventories consist of (in thousands):
<TABLE>
                           September 30,     June 30,
                           1996              1996
     <S>                   <C>               <C>
     Raw Materials         $2,636            $2,641
     Work in Process        1,643             1,880
     Finished Goods           232               232

     Inventories           $4,511            $4,753
</TABLE>
  Long-Term Debt and Capital Lease Obligations

     As   of  June  30,  1996,  the  Company  was  in  non-compliance  with  the
     profitability  and  working capital convenants of  its  revolving  line  of
     credit  agreement with Comerica Bank (the "Bank").  The Company obtained  a
     waiver  with respect to such convenants from the Bank as of that date,  and
     an  amendment of its working capital limits for the remaining term  of  the
     agreement.   During the three months ended September 30, 1996, the  Company
     was  in  compliance with the various financial covenants of  the  long-term
     revolving  line  of  credit.   The  Company  believes  it  will  remain  in
     compliance  with these revised terms during the remainder  of  fiscal  year
     1997;  however, in the event that a covenant is violated and not  cured  to
     the  Bank's  satisfaction,  the Bank would be entitled  to  accelerate  the
     indebtedness owed by the Company.

     Interest  paid was approximately $372,000 and $152,000 for three months
     ended September 30, 1996 and 1995, respectively.
</PAGE>
<PAGE> 7
     
Item 1:  Financial Statements (continued)

  Provision (Benefit) for Income Taxes

     The  Company incurred a combined federal and state effective income benefit
     rate  of 41.2% for the three month period ended September 30, 1996 compared
     to an effective income tax rate of 42.8% for the same period of fiscal year
     1995.   Income taxes paid were approximately $0 and $602,000 for the  three
     months ended September 30, 1996 and 1995, respectively.
     

  Pending Acquisition by Continental Circuits Corp.

     On  September  27,  1996,  the Company signed a Letter  of  Intent  whereby
     Continental  Circuits Corp. will acquire all of the outstanding  shares  of
     the  Company's  common stock in exchange for Continental  Circuits'  stock.
     Under  the terms of the exchange, the Company's shareholders would  receive
     0.70  shares of Continental Circuits stock for each share of the  Company's
     stock.   The  companies are currently working toward  the  execution  of  a
     definitive  agreement.  The transaction is expected to be completed  during
     early calendar year 1997, subject to shareholder approval.
</PAGE>
<PAGE> 8
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 fiscal year 1996 Annual Report  on
     Form  10-K.   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   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.  The Company  completed  the
     acquisition of Stockton, California 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  the  first  half of fiscal year 1996, net sales  and  gross  profit
     increased significantly as a result of the additional capacity obtained  in
     the Citation Acquisition and the products offered by its two new divisions.
     During  the  second  half of fiscal year 1996, the electronic  interconnect
     industry  experienced  a  softening period  which  adversely  impacted  the
     Company,  along with many of its competitors, as evidenced by a decline  in
     the  demand  for  its  products and services.  As  a  result,  the  Company
     announced  the closure of its Costa Mesa PCB division and the  redeployment
     of  certain assets and personnel into its existing Northern California  PCB
     operations and recorded a one-time charge of approximately $3.8 million for
     facility closing costs during the fourth quarter of fiscal year 1996.
     
     At  the end of the first quarter of fiscal year 1997, the Company signed  a
     Letter of Intent whereby Continental Circuits Corp. will acquire all of the
     outstanding   shares  of  the  Company's  common  stock  in  exchange   for
     Continental Circuits' stock.  Management believes that the combined  entity
     will  be  better positioned to serve as a "one-stop" provider of electronic
     interconnect  products  and  services, offering prototype,  quick-turn  and
     volume  production of PCBs, flexible circuits, backplane  assemblies,  sub-
     assemblies and complete systems, and that the combined company will benefit
     from  enhanced technological, production and cost synergies.  The companies
     are  currently working toward the execution of a definitive agreement.  The
     transaction  is expected to be completed during early calendar  year  1997,
     subject to shareholder approval.
</PAGE>
<PAGE> 9
Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)
  
     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.
<TABLE>
                                           Three Months Ended
                                           September 30,
                                           1996          1995
     <S>                                   <C>           <C>
     Net Sales                             100.0%        100.0%
     Cost of Sales                          87.7          77.8
                                                   
     Gross Profit                           12.3          22.2
     Selling, General and                
      Administrative Expenses               10.4          14.8
     Amortization of Goodwil                 0.7           0.3
                                                    
     Operating Income                        1.2           7.1
     Interest Expense, Net                   2.9           0.9
                                                   
     Income (Loss) Before Income Taxes      (1.7)          6.2
     Provision (Benefit) for Income Taxes   (0.7)          2.7
                                                   
     Net Income (Loss)                      (1.0)%         3.5%
</TABLE>
  
   Net Sales
  
     Net sales  for  the  quarter ended September 30,  1996  were  approximately
     $18.8  million, an increase of $2.7 million or 17.0% from the same  quarter
     in  the  prior  fiscal  year.   The increase is  primarily  the  result  of
     additional  net  sales  in the Systems Integration  and  Flexible  Circuits
     divisions   as   revenues  increased  approximately   130.5%   and   33.0%,
     respectively,  over the same quarter in the prior fiscal  year.   Although,
     this  quarter  represents the first quarter with the Stockton PCB  division
     and  without  the Costa Mesa PCB division, net sales for the Company's  PCB
     products were unchanged compared to the prior year quarter due to  both  an
     overall  softness in the industry and a shift in product  mix  from  a  two
     facility  quick-turn PCB operation during the first quarter of fiscal  year
     1996,  to  a  single quick-turn PCB operation and a single volume PCB  
     operation during the first quarter of fiscal year 1997.
  
   Gross Profit
  
     Gross profit  for  the quarter ended September 30, 1996  was  approximately
     $2.3 million, a decrease of $1.3 million or 34.9% from the same quarter  in
     the  prior fiscal year.  Gross margin for the first quarter of fiscal years
     1997  and  1996  was 12.3% and 22.2%, respectively.  Gross margin  for  the
     first  quarter  was  adversely impacted by lower and no  margin  production
     associated   with  the  closure  of  the  Costa  Mesa  PCB   facility   and
     manufacturing  inefficiencies  of  the  Company's  PCB  operations  due  to
     shifting of orders and resources among its existing facilities. The  impact
     of  the Systems Integration and Flexible Circuits divisions on gross margin
     was  approximately the same for the first quarters of fiscal years 1997 and
     1996.
</PAGE>
<PAGE> 10
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
     September 30, 1996 were approximately $2.0 million, a decrease of  $414,000
     or  17.4%  from  the  same quarter in the prior fiscal year.   The  overall
     decrease  is  primarily  attributable to  cost  reduction  efforts  of  the
     Company,  consistent  with  the  consolidation  and  streamlining  of   the
     Company's  management infrastructure.  Selling, general and  administrative
     expenses decreased from 14.8% to 10.4%, as a percentage of net sales, as  a
     significant amount of revenues in the quarter ended September 30, 1996  are
     associated with volume production which has lower related selling costs.
   
   Interest Expense, Net
  
     Net interest  expense  for  the  quarter  ended  September   30,  1996  was
     approximately  $538,000, an increase of $394,000 from the same  quarter  in
     the  prior fiscal year.  The overall increase is primarily attributable  to
     the debt incurred in connection with the Citation Acquisition completed  at
     the  end  of  the  first quarter of fiscal year 1996.  The  remaining  debt
     outstanding  from the Citation Acquisition is approximately  $12.3  million
     and bears interest at rates ranging from 9.3% to 12.0%.
  
   Provision (Benefit) for Income Taxes
  
     The Company's effective income tax (benefit) rate was (41.2)% and 42.8% for
     the  quarters ended September 30, 1996 and 1995, respectively.  These rates
     differ  from statutory rates primarily due to state taxes, net  of  federal
     benefit, amortization of goodwill and deferred stock compensation which 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 income tax (benefit) rate.
  
  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
     $10,000 and $299,000 in the three months ended September 30, 1996 and 1995,
     respectively. Cash generated in the three months ended September  30,  1996
     was  primarily  attributable  to a non-cash depreciation  and  amortization
     expense  of  approximately $1.1 million, payments related to  the  facility
     closing  accrual of approximately $560,000 as well as other working capital
     changes.   Cash generated in the three months ended September 30, 1995  was
     primarily  attributable to a non-cash depreciation expense of approximately
     $686,000 and other working capital changes.
  
     The Company used cash in investing activities of approximately $1.2 million
     and  $9.8  million in the three months ended September 30, 1996  and  1995,
     respectively.  Cash used in the three months ended September 30,  1996  was
     primarily attributable to approximately $1.2 million used for the  purchase
     of  property and equipment.  Cash used in the three months ended  September
     30,  1995  was  primarily  attributable to approximately  $9.1  million  in
     expenditures  for the purchase of the Citation Companies and  approximately
     $661,000 used for the purchase of property and equipment.
</PAGE>
<PAGE> 11
Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)
  
     The Company generated cash from financing activities of approximately  $1.2
     million and $10.8 million in the three months ended September 30, 1996  and
     1995, respectively.  Cash generated in the three months ended September 30,
     1996  was  attributable  to  approximately $1.9 million  in  increased  net
     borrowings  under  the  long-term  revolving  line  of  credit  offset   by
     approximately $937,000 in repayment of debt and capital lease  obligations.
     Cash  generated in the three months ended September 30, 1995 was  primarily
     attributable  to  $10.5  million in long-term  borrowings  of  which  $10.0
     million was used to finance the Citation Acquisition.
  
     As of  September  30,  1996  the  Company had  total  debt  outstanding  of
     approximately   $23.0  million,  consisting  primarily  of   $7.6   million
     outstanding  under the Company's long-term revolving line of credit,  $12.3
     million of debt issued in connection with the Citation Acquisition and $4.0
     million of real estate and other equipment obligations.  The Company has an
     $8.0  million long-term revolving line of credit with Comerica Bank  (  the
     "Bank").   The Company's credit agreement limits borrowings under the  line
     of  credit to the maximum of $8.0 million or 75% of the Company's  eligible
     trade  accounts receivable as contractually defined.  The current  line  of
     credit  was amended on September 26, 1996 to expire on January 2, 1998  and
     bears interest at the Bank's base rate plus 0.25%.  In connection with  the
     Citation  Acquisition, the Company borrowed $8.5 million and  $1.5  million
     from  the Bank under two variable rate installment notes, which have  terms
     of  five and two years, respectively, and bear interest at the Bank's  base
     rate plus 1.0%.  Under both notes, principal and interest payments are  due
     monthly.   Additionally, in connection with the Citation  Acquisition,  the
     Company  issued two 12.0% subordinated notes to the seller of the  Citation
     Companies  in  the amounts of approximately $2.6 million and $1.5  million.
     These notes and accrued interest are payable in June 1997.  As of June  30,
     1996,  the Company was in non-compliance with the profitability and working
     capital convenants of its revolving line of credit agreement with the Bank.
     The Company obtained a waiver with respect to such convenants from the Bank
     as  of  that date, and an amendment of its working capital limits  for  the
     remaining  term of the agreement.  During the three months ended  September
     30,  1996,  the  Company  was  in compliance  with  the  various  financial
     covenants of the long-term revolving line of credit.  The Company  believes
     it  will remain in compliance with these revised terms during the remainder
     of  fiscal year 1997; however, in the event that a covenant is violated and
     not  cured  to  the  Bank's satisfaction, the Bank  would  be  entitled  to
     accelerate the indebtedness owed by the Company.
  
     The Company  believes that its existing funds, borrowings  available  under
     its  revolving  line  of credit 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  and
     results of operations would be materially and adversely affected.
  
   Capital Resources
  
     During the  three  months ended September 30, 1996, the  Company  purchased
     approximately  $1.2  million  of property and equipment  which  was  funded
     through  cash  generated from operations. Management expects the  Company's
     level  of  future capital expenditures to remain at levels consistent  with
     the  Company's  operational projections mitigated by  the  redeployment  of
     selected  capital  equipment  from  the closed  Costa  Mesa  PCB  facility.
     Excluding the financial impact of any acquisition or establishment  of  new
     facilities,   the   Company  expects  to  incur  capital  expenditures   of
     approximately  $1.3  million in the remaining nine months  of  fiscal  year
     1997.
</PAGE>
<PAGE> 12
Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)
  
  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

  Dependence on Electronics Industry
  
     The Company's  principal  customers  are original  equipment  manufacturers
     (OEM)    and   contract   manufacturers   in   the   data   communications,
     telecommunications,  computer  and  computer  peripherals,  industrial  and
     medical 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  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, start-up  costs  in  its  two  new
     divisions,  lead  times, volume levels and complexity of  customer  orders.
     Although   the  Company  has  recently  acquired  facilities  through   the
     acquisition  of  the  Citation Companies that could allow  the  Company  to
     produce  products at lower cost, there can be no assurance that the Company
     will be able to manage the utilization of manufacturing capacity or product
     mix in a manner that would improve gross margins or the Company's business,
     financial  condition and results of operations.  The timing and  volume  of
     order  placed by the Company's OEM customers vary due to customer  attempts
     to manage inventory, changes in the OEM's manufacturing strategy and
</PAGE>
<PAGE> 13
Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)
  
     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  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 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  and
     results of operations.
     
   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 virtually no 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 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.
</PAGE>
<PAGE> 14
Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)
     
     The Company believes that when it competes in the standard lead-time volume
     production  of its PCB, backplane and flexible circuits products,  it  will
     encounter 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 and results of operations.
     
   Management of Growth
     
     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   is
     compounded  by  the acquisition of the Citation Companies.   The  Company's
     growth is expected to require the addition of new management personnel  and
     the  development of additional expertise by existing management  personnel.
     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 and results of operations.
     
   Pending Acquisition by Continental Circuits Corp.
     
     On  September  27,  1996,  the  Company signed  a  letter  of  intent  with
     Continental  Circuits Corp. whereby Continental will  acquire  all  of  the
     outstanding shares of the Company's common stock in exchange for shares  of
     Continental's  common  stock (the "Merger").   The  parties  are  currently
     working  toward  the  execution of a definitive agreement  and  expect  the
     Merger  to  be  completed  during  early calendar  year  1997,  subject  to
     shareholder approval.  However, there can be no assurance that the  parties
     will  be  able to agree on the terms of a definitive agreement or that  the
     Merger will be consummated during early calendar year 1997, or at all.  The
     failure  to consummate the Merger could have a material adverse  effect  on
     the  Company's business, financial condition or results of operations,  and
     could adversely affect the market price of the Company's common stock.   In
     addition, there can be no assurance that if the Merger is consummated,  the
     Company  and  Continental  will  be  able  to  successfully  integrate  the
     operations, products, or personnel of the two companies without a  material
     adverse  effect  on  the  Company's  or Continental's  business,  financial
     condition  or  results of operations, or the market price of  Continental's
     common stock.
</PAGE>
<PAGE> 15
                         Part II:  Other Information

Item 1.  Legal Proceedings

     In  connection with the acquisition of the Citation Companies on  September
     30,  1995, the Company assumed certain environmental contingent liabilities
     pertaining  to  operations prior to that date. As of the acquisition  date,
     the Citation Companies had accrued $303,000 for the two known claims.
     
     The  first  contingent  liability relates to allegations  by  the  City  of
     Stockton of violations of its City Code regarding discharge of waste  water
     into  the  City's sewer system in excess of allowed limits  during  several
     months  in  1992.  As of  September 30, 1996, no further action  has  taken
     place  between  the  City  of Stockton and the Company.   The  Company  has
     established  a  reserve  for this contingency and in  the  opinion  of  its
     management,  any  settlement would not likely result in a loss  that  would
     have  a  material  adverse  effect  on the  Company's  business,  financial
     condition and results of operations.
     
     The  second contingent liability relates to the United States Environmental
     Protection  Agency  ("EPA") issuance of an administrative  civil  complaint
     regarding  the  timely  submission  of required  federal  forms  under  the
     Emergency  Planning and Community Right-to-Know Act of 1986  ("EPCRA").  On
     April 15, 1996, the Company entered into a tentative "Consent Agreement and
     Consent Order" ("CACO") with the EPA pertaining to its complaint.   In  the
     CACO,  the  Company has certified that it has completed and  submitted  all
     required federal forms to the EPA under the EPCRA, and that it has complied
     with  all  other EPCRA requirements at all of its facilities.  In addition,
     the  Company will also purchase and test certain equipment to  aid  in  its
     environmental regulatory requirements within twelve months of the effective
     date of the CACO.  The minimum aggregate cost associated with the purchase,
     installation  and testing of this equipment is $220,250 and if  the  actual
     aggregate  cost is lower, the difference between the actual cost  and  such
     minimum  threshold, will be remitted to the EPA. As of September 30,  1996,
     the  Company  had incurred approximately $146,000 of costs associated  with
     the  minimum  threshold.  In relation to the testing of the equipment,  the
     Company  is  subject  to  additional  filing  requirements  with  the   EPA
     pertaining  to  the functionality of the equipment.  Further,  the  Company
     paid  a  civil penalty of $65,000 upon execution of and as required by  the
     CACO  in  July  1996.   Terms  of  the CACO constitute  a  full  and  final
     settlement of the complaint.

Item 6:   Exhibits and Reports on Form 8-K

     A.   Exhibits
     
          See  Index  to  Exhibits at page 17  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
          September 30, 1996.
</PAGE>
<PAGE> 16
                                   SIGNATURES
                                        
Pursuant  to  the  requirements 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 12th day of November, 1996.
                                                                                
                                 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> 17
                         INDEX OF EXHIBITS                
<TABLE>
<S>     <C>                                                         <C>
                                                                    Sequentially
Exhibit                                                             Numbered
Number  Description                                                 Page
 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 1988 Stock Option Plan, as amended to date.(1) --
10.3    Form of Incentive Stock Option under the 1988 Stock Option 
        Plan.(1)                                                    --
10.4    Form of Nonstatutory Stock Option under the 1988 Stock  
        Option Plan.(1)                                             --
10.5    Form of Notice of Exercise under the 1988 Stock Option 
        Plan.(1)                                                    --
10.6    Registrant's 1994 Non-Employee Directors' Stock Option Plan,
        as amended to date.(1)                                      --
10.7    Registrant's 1994 Employee Stock Purchase Plan, as amended  
        to date.(1)                                                 --
10.9    Form of Stock Warrant granted to Cruttenden & Company.(1)   --
10.10   Note Secured by Deed of Trust granted to Plaza Bank of 
        Commerce, dated March 29, 1990.(1)                          --
10.11   Promissory  Notes granted Comerica Bank-California, dated  
        June 1, 1993 and November 12, 1993.(1)                      --
10.13   Master Lease between the Registrant and CIT Group/Equipment
        Financing, Inc., dated October 6, 1993, and Schedule  1
        thereto.(1)                                                 --
10.15   Lease Agreement between the Registrant and Anthony and  
        Cydelle Drago, dated December 30, 1986, as amended to      
        date.(1)                                                    --
10.17   Equipment Lease between the Registrant and Copelco Leasing
        Corporation, dated January 9, 1993.(1)                      --
10.19   Lease Agreement between the Registrant and Retail Control  
        Systems, Inc., dated December 15, 1984, as amended to 
        date.(1)                                                    --
10.21   Lease Agreement between the Registrant and The Kontrabecki  
        Group, dated May 3, 1994, and attachments thereto.(1)       --
10.22   Lease Agreement between the Registrant and The Kontrabecki  
        Group, dated June 9, 1995, and attachments thereto.(2)      --
</TABLE>
</PAGE>
<PAGE> 18
                   INDEX OF EXHIBITS (Continued)            
<TABLE>
<S>     <C>                                                         <C>
                                                                    Sequentially
Exhibit                                                             Numbered
Number  Description                                                 Page
10.24   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)                                                 --
10.25   Consulting Agreement between the Registrant and Robert P.
        Cummins, dated July 1, 1995.(4)                             --
10.26   Change-in-Control Severance Agreement between the 
        Registrant and B. Kevin Kelly, dated October 26, 1995.(4)   --
10.27   Change-in-Control Severance Agreement between the 
        Registrant and Philip S. Bushnell, dated October 26, 
        1995.(4)                                                    --
10.28   Revolving Credit Loan & Security Agreement between the
        Registrant and Comerica Bank-California, with exhibits,  
        dated September 29, 1995.(4)                                --
10.29   Variable Rate Installment Notes granted to Comerica Bank-
        California, dated September 29, 1995.(4)                    --
10.30   Subordinated Promissory Note granted to Citation Circuits,
        Inc., dated September 30, 1995.(4)                          --
10.31   Convertible Subordinated Promissory Note granted to Citaton
        Circuits, Inc., dated September 30, 1995.(4)                --
10.32   Lease Agreement between Registrant and Dockside, dated 
        June 23, 1989.(4)                                           --
10.33   Asset Purchase Agreement between the Registrant, Citation  
        Circuits, Inc., Citation Enterprises, Inc., Citron Inc. and 
        Carl Brockl, dated September 8, 1995.(3)                    --
11.1    Statements Regarding Calculation of Net Income (Loss) Per
        Share.                                                      19
27.1    Financial Data Schedule.                                    --
</TABLE>

(1)  Incorporated  by  reference to the corresponding Exhibit  previously
     filed as an Exhibit to the Company's Registration Statement on  Form
     S-1, as amended, filed  May 26, 1994 (File No. 33-76606).

(2)  Incorporated  by  reference to the corresponding Exhibit  previously
     filed  as  an Exhibit to the Company's Form 10-K, as amended,  filed
     September 28, 1995 (File No. 0-24170).

(3)  Incorporated  by  reference to the corresponding Exhibit  previously
     filed  as  an  Exhibit to the Company's Form 8-K, as amended,  filed
     October 11, 1995 (File No. 0-24170).

(4)  Incorporated  by  reference to the corresponding exhibit  previously
     filed as an exhibit to the Company's Registration Statement on  Form
     S-1, as amended, filed February 16, 1996 (File No. 333-1262).
</PAGE>
<PAGE> 19
                                                                    EXHIBIT 11.1
                              SIGMA CIRCUITS, INC.
                        STATEMENTS REGARDING CALCULATION
                         OF NET INCOME (LOSS) PER SHARE
                    (in thousands, except per share amounts)
<TABLE>
                                                    Three Months Ended
                                                    September 30,
                                                    1996         1995
<S>                                                 <C>          <C>
Net Income (Loss)                                   $ (183)      $  566
                                                                
Weighted Average Common Stock Outstanding            4,001        3,464
                                                                
Common Stock Equivalents:                                     
                                                                
 Dilutive Effect of Stock Options                       --(1)       592
                                                                
 Dilutive Effect of Underwriter's Warrant               --(1)        94
                                                                
Number of Shares Used in Computing Per Share         4,001        4,150
 Information
                                                                
Net Income (Loss) Per Share                         $ (.05)      $  .14
</TABLE>
1)  Excludes common stock equivalents of approximately 581,000 shares as they 
    are anti-dilutive for computing net loss per share.
</PAGE>