<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 December 31, 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. Employer
 of incorporation or organization)             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 4,062,889 at February 6, 1997.
</PAGE>
<PAGE> 2
                              Sigma Circuits, Inc.
                                        
                                      INDEX
Description                                               Page Number

Cover Page                                                    1

Index                                                         2

Part I:  Financial Information

   Item 1:  Condensed Financial Statements                 
                                                           
            Condensed Balance Sheets as of December 31,    
              1996 and June 30, 1996                          3
            Condensed Statements of Operations for the
              Three and Six Month Periods Ended December
              31, 1996 and 1995                               4
            Condensed Statements of Cash Flows for the Six
               Month Period Ended December 31, 1996 and
               1995                                           5
            Notes to Condensed Financial Statements           6
            
   Item 2:  Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                     9
     
Part II:  Other Information
                                                              
   Item 1:  Legal Proceedings                                 16

   Item 6:  Exhibits and Reports on Form 8-K                  16
            
Signatures                                                    17


</PAGE>
<PAGE> 3
                         Part I:  Financial Information
Item 1:  Financial Statements

                           SIGMA CIRCUITS, INC.
                         CONDENSED BALANCE SHEETS
                               (Unaudited)
<TABLE>
                                                         (in thousands)
                                                      December 31,  June 30,
                                                      1996          1996
<S>                                                   <C>           <C>
                                  ASSETS
Current Assets:                                                  
Cash and Equivalents                                  $   495       $    --
Accounts Receivable (Net of Allowances of                         
   $700 and $598, Respectively)                        13,539        11,987
Income Taxes Receivable                                    --         1,393
Other Receivables                                         156            46
Inventories                                             3,589         4,753
Prepaid Expenses                                          434           268
Deferred Income Taxes                                   2,940         2,660
Total Current Assets                                   21,153        21,107
                                                                 
Property and Equipment, Net                            17,952        18,899
                                                                 
Goodwill (Net of Accumulated Amortization of                       
  $2,573 and $2,322, Respectively)                      6,364         6,615
Deposits and Other Assets                                 262           339
Total                                                 $45,731       $46,960
                                                                    
                   LIABILITIES AND STOCKHOLDERS' EQUITY                  
Current Liabilities:                                                
Cash Overdraft                                        $    --       $   297
Current Portion of Long-Term Debt                       6,850         7,681
Accounts Payable                                        6,376         4,418
Accrued Liabilities                                     3,993         5,947
Total Current Liabilities                              17,219        18,343
                                                                 
Long-Term Debt                                         13,888        14,345
                                                                 
Deferred Income Taxes                                   1,349         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:   4,063 and 3,998,                                    
  Respectively                                         10,836        10,604
Deferred Stock Compensation                              (145)         (180)
Retained Earnings                                       2,584         2,494
Total Stockholders' Equity                             13,275        12,918
Total                                                 $45,731       $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      Six Months Ended
                               December 31,            December 31,
                               1996        1995        1996      1995
<S>                            <C>         <C>         <C>         <C>
Net Sales                      $19,916     $26,711     $38,718     $42,787
Cost Of Sales                   16,380      20,829      32,864      33,342
                                                                
Gross Profit                     3,536       5,882       5,854       9,445
Selling, General and           
  Administrative Expenses        2,643       3,280       4,609       5,660
Amortization of Goodwill           126         157         251         207
Facility Closing Costs            (250)         --        (250)         --
                                                                
Operating Income                 1,017       2,445       1,244       3,578
Interest Expense, Net              514         530       1,052         674
                                                                
Income Before Income Taxes         503       1,915         192       2,904
Provision For Income Taxes         230         767         102       1,190
                                                                
Net Income                     $   273     $ 1,148     $    90     $ 1,714
                                                                
Net Income Per Share           $   .06     $   .24     $   .02     $   .38
                                                                
Number of Shares Used in                                         
  Computing Per Share                                                        
  Information                    4,509       4,766       4,544       4,458
</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)
                                                      Six Months Ended
                                                      December 31,
                                                      1996        1995
<S>                                                   <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                          
  Net Income                                          $   90      $  1,714
  Reconciliation to Cash Provided by (Used for)                     
   Operating Activities:                                            
    Depreciation and Amortization of Property and                       
     Equipment                                          2,218        1,839
    Amortization of Goodwill                              251          207
    Amortization of Deferred Stock Compensation            35           54
    Amortization of Non-Compete Agreement                  75           --
    (Gain)/Loss on Disposal of Assets                    (168)         282
    Deferred Income Taxes                                (285)        (573)
    Facility Closing Costs                               (250)          --
    Changes in Assets and Liabilities:                                   
      Accounts Receivable                              (1,552)      (1,568)
      Other Receivables                                  (110)         278
      Inventories                                       1,164         (947)
      Prepaid Expenses                                   (166)        (143)
      Accounts Payable                                  1,958        2,089
      Accrued Liabilities                              (1,377)         259
      Income Taxes Receivable/Payable                   1,393         (337)
        Cash Provided by Operating Activities           3,276        3,154
                                                                   
CASH FLOWS FROM INVESTING ACTIVITIES:                                
  Purchases of Property and Equipment                  (1,731)      (3,002)
  Proceeds from Sales of  Property and Equipment          301           14
  Deposits and Other Assets                                 2          (51)
  Purchase of Citation Companies, Net of Cash                     
   Acquired                                                --       (9,092)
        Cash Used for Investing Activities             (1,428)     (12,131)
                                                                          
CASH FLOWS FROM FINANCING ACTIVITIES:                                    
  Line of Credit, Net                                     868          298
  Proceeds from Long-Term Borrowings                       --       10,926
  Repayment of Long-Term Borrowings                    (2,156)      (1,031)
  Common Stock Transactions                               232          105
  Cash Overdraft                                         (297)          --
        Cash Provided by (Used for) Financing                     
         Activities                                    (1,353)      10,298
                                                                  
INCREASE IN CASH AND EQUIVALENTS                          495        1,321
CASH AND EQUIVALENTS:                                              
  Beginning of Period                                      --          106  
  End of Period                                       $   495     $  1,427
</TABLE>
              See notes to condensed financial statements.
</PAGE>
<PAGE> 6
Item 1:  Financial Statements (continued)

                          SIGMA CIRCUITS, INC.
                   CONDENSED STATEMENTS OF CASH FLOWS
                              (Unaudited)
<TABLE>
                                                         (in thousands)
                                                         Six Months Ended
                                                         December 31,
                                                         1996        1995
<S>                                                      <C>         <C>
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                                                  5,278
    Assets Acquired (including Goodwill of $6,433)                   $20,962
</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 1996 Annual Report on Form 10
     -K.

  Per Share Information

     Net  income 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>
                        December 31,     June 30,
                        1996             1996
   <S>                  <C>              <C>
   Raw Materials        $1,692           $2,641
   Work in Process       1,666            1,880
   Finished Goods          231              232
                                  
     Inventories        $3,589           $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.  As of December 31, 1996, the Company was in non-compliance with
     the total liabilities to tangible effective net worth ratio covenant of its
     revolving  line of credit agreement with the Bank.  The Company obtained  a
     waiver  with respect to such covenants from the Bank as of that date.   The
     Company  believes  it will remain in compliance with the agreement's  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.

     Cash paid for interest was approximately $835,000 and $694,000 for the  six
     months ended December 31, 1996 and 1995, respectively.
</PAGE>
<PAGE> 8
Item 1:  Financial Statements (continued)

  Provision for Income Taxes

     The Company incurred a combined federal and state effective income tax rate
     of  45.7% and 53.1% for the three and six month periods ended December  31,
     1996,  respectively, compared to an effective income tax rate of 40.1%  and
     41.0%, respectively, for the same periods of fiscal year 1996.
     
     Cash  received  from  income  taxes, net  of  payments,  was  approximately
     $1,006,000  for  the  six months ended December 31, 1996.   Cash  paid  for
     income taxes was approximately $2,076,000 for the six months ended December
     31, 1995.
     
  Business Developments

     On  September  27,  1996,  the Company signed a Letter  of  Intent  whereby
     Continental Circuits Corp. would acquire all of the outstanding  shares  of
     the Company's common stock in exchange for Continental Circuits' stock.  On
     December 19, 1996, the Company announced that its letter of intent to merge
     with  Continental  Circuits Corp. had expired and  the  two  companies  had
     mutually agreed to discontinue merger discussions.
</PAGE>
<PAGE> 9
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.
     
     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     Six Months
                                 Ended            Ended
                                 December 31,     December 31,
                                 1996    1995     1996      1995
     <S>                         <C>     <C>      <C>       <C>
     Net Sales                   100.0%  100.0%   100.0%    100.0%
     Cost of Sales                82.2    78.0     84.9      77.9
     Gross Margin                 17.8    22.0     15.1      22.1
     Selling, General and        
      Administrative Expenses     13.8    12.3     11.9      13.2
     Amortization of Goodwill      0.6     0.5      0.6       0.5
     Facility Closing Costs       (1.2)     --     (0.6)       --
     Operating Income              5.1     9.2      3.2       8.4
     Interest Expense, Net         2.6     2.0      2.7       1.6
     Income Before Income Taxes    2.5     7.2      0.5       6.8
     Provision for Income Taxes    1.1     2.9      0.3       2.8
     Net Income                    1.4%    4.3%     0.2%      4.0%
</TABLE>
  
   Net Sales
  
     Net sales for the quarter ended December 31, 1996 were approximately  $19.9
     million, a decrease of $6.8 million or 25.4% from the same quarter  in  the
     prior fiscal year.  The decrease is primarily attributable to a slowdown in
     demand  in  the  PCB  business in calendar year 1996 after  a  particularly
     strong quarter ended December 31, 1995.
  
     Net sales  for  the  six months ended December 31, 1996 were  approximately
     $38.7  million, a decrease of $4.1 million or 9.5% from the same period  in
     the  prior fiscal year.  The decrease is primarily attributable to  a  slow
     down  in  demand  in  the  PCB  business and, to  some  extent,  divisional
     consolidations.  The decrease in net sales from the closure  of  the  Costa
     Mesa  PCB division and the Stockton backplane division was partially offset
     by  an  overall  increase  in net sales from the  Systems  Integration  and
     Flexible Circuits divisions.
  
   Gross Profit
  
     Gross profit for the quarter ended December 31, 1996 was approximately $3.5
     million, a decrease of $2.3 million or 39.9% from the same quarter  in  the
     prior  fiscal year.  Gross margins for the quarter ended December 31,  1996
     and  1995  were  17.8%  and  22.0%,  respectively.   Gross  margins,  as  a
     percentage  of  net sales, in the PCB divisions improved to  22.7%  in  the
     second  quarter  of  fiscal year 1997 as compared to 17.2%  for  the  first
     quarter  of  fiscal year 1997, but were still below the 23.8%  achieved  on
     record  PCB  sales during the comparable quarter of the prior fiscal  year.
     Gross  profits and margins for the second quarter of fiscal year 1997  were
     also negatively impacted by net sales in the Systems Integration division.
  
     Gross profit  for the six months ended December 31, 1996 was  approximately
     $5.9 million, a decrease of $3.6 million or 38.0% from the same quarter  in
     the  prior fiscal year. Gross margins for the six months ended December 31,
     1996 and 1995 were 15.1% and 22.1%, respectively. Gross margin for the  six
     month period ended December 31, 1996 was adversely affected by the residual
     effects of the consolidation in the first quarter of fiscal year 1997,  the
     general  decline  in  the  PCB divisions, and  the  write-off  of  obsolete
     inventory at the Systems Integration division.
</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 December
     31,  1996 were approximately $2.6 million, a decrease of $637,000 or  19.4%
     from  the  same quarter in the prior fiscal year.  The overall decrease  is
     primarily  attributable to ongoing cost reduction efforts of  the  Company.
     Selling, general and administrative expenses increased from 12.3% to 13.3%,
     as  a  percentage  of  net  sales, as the overall reduction  in  applicable
     expenses was not offset by the reduction in net sales.
  
     Selling, general  and  administrative expenses for  the  six  months  ended
     December  31,  1996  were approximately $4.6 million, a  decrease  of  $1.1
     million  or 18.6% from the same period in the prior fiscal year.   Selling,
     general  and  administrative expenses decreased from 13.2% to 11.9%,  as  a
     percentage of net sales, as a result of the overall reduction in applicable
     expenses.
  
  Facility Closing Costs
  
     Facility closing  costs for the quarter and six months ended  December  31,
     1996 were approximately $250,000 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 division.
   
   Interest Expense, Net
  
     Net  interest  expense  for  the  quarter  ended  December  31,  1996   was
     approximately $514,000, a decrease of $16,000 or 3.0% from the same quarter
     in  the  prior fiscal year.  The overall decrease is primarily attributable
     to repayment of the Company's various debt and capital lease obligations.
  
     Net interest  expense  for  the  six months ended  December  31,  1996  was
     approximately $1.1 million, an increase of $378,000 or 56.1% from the  same
     period  in the prior fiscal year.  The overall increase is attributable  to
     the debt incurred in connection with the Citation Acquisition completed  at
     the  end  of  the  first quarter of fiscal year 1996.  Approximately  $10.7
     million  of  debt,  incurred in connection with the  Citation  Acquisition,
     bears interest at rates ranging from 9.3% to 12.0%.
  
   Provision for Income Taxes
  
     The Company's  effective  income tax rate  was  45.7%  and  40.1%  for  the
     quarters  ended  December  31, 1996 and 1995, respectively.  The  Company's
     effective  income  tax rate was 53.1% and 41.0% for the  six  months  ended
     December  31,  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, as well as  other
     amounts  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 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.
</PAGE>
<PAGE> 12
Item 2:  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations (continued)
  
   Liquidity
  
     The Company generated cash from operating activities of approximately  $3.3
     million  and  $3.2 million in the six months ended December  31,  1996  and
     1995,  respectively. Cash generated in the six months  ended  December  31,
     1996 was primarily attributable to net income of $2.7 million adjusted  for
     non-cash  depreciation  and  amortization  charges  of  approximately  $2.6
     million, as well as other working capital changes.  Cash generated  in  the
     six months ended December 31, 1995 was primarily attributable to net income
     of  approximately  $3.8  million  adjusted for  non-cash  depreciation  and
     amortization  charges  of  approximately $2.1 million,  as  well  as  other
     working capital changes.  During the six months ended Decmber 31, 1996, the
     Company  has  paid approximately $522,000, $234,000, $188,000, and  $59,000
     for  severance  and  termination benefits, operating leases,  environmental
     clean  up  and remediation, and other payments, respectively, in connection
     with the closure of the Costa Mesa PCB division.
  
     The Company used cash in investing activities of approximately $1.4 million
     and  $12.2  million  in the six months ended December 31,  1996  and  1995,
     respectively.   Cash  used in the six months ended December  31,  1996  was
     primarily  attributable  to  to approximately $1.7  million  used  for  the
     purchase  of  property and equipment.  Cash used in the  six  months  ended
     December 31, 1995 was primarily attributable to approximately $9.1  million
     in   expenditures   in  connection  with  the  Citation   Acquisition   and
     approximately $3.0 million used for the purchase of property and equipment.
  
     The Company  used cash for and generated cash from financing activities  of
     approximately  $1.4  million and $10.3 million  in  the  six  months  ended
     December  31,  1996 and 1995, respectively.  Cash used in  the  six  months
     ended  December  31, 1996 was primarily attributable to approximately  $1.3
     million  in  repayments  of  debt and capital  lease  obligations,  net  of
     borrowings under the long-term revolving line of credit.  Cash generated in
     the  six months ended December 31, 1995 was primarily attributable to $10.9
     million  in long-term borrowings of which $10.0 million was used to finance
     the Citation Acquisition.
  
     As of  December  31,  1996  the  Company  had  total  debt  outstanding  of
     approximately   $20.7  million,  consisting  primarily  of   $6.6   million
     outstanding  under the Company's long-term revolving line of credit,  $10.7
     million of debt issued in connection with the Citation Acquisition and $3.4
     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.  On October 14,  1996,
     the  current  line of credit was amended to expire on October 2,  1998  and
     bears  interest  at  the Bank's base rate plus 0.25%..   Additionally,  the
     Company  was  granted a temporary increase in the amount of  $1.2  million,
     thus  making $9.2 million the total maximum line of credit.  The additional
     borrowings  are  limited  to the maximum of $1.2  million  or  29%  of  the
     Company's combined raw materials and finished goods valued at the lower  of
     cost or market.  This temporary increase expires on April 2, 1997, at which
     time  the  maximum borrowing amount returns to $8.0 million. 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
</PAGE>
<PAGE> 13
Item 2:  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations (continued)
  
     remaining term of the agreement.  As of December 31, 1996, the Company  was
     in  non-compliance  with the total  liabilities to tangible  effective  net
     worth  ratio covenant of its  revolving  line of credit  agreement with the
     Bank.  The Company obtained  a waiver  with respect to  such covenants from
     the Bank as of that date. The Company believes it will remain in compliance
     with the agreements 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  six  months  ended  December 31, 1996,  the  Company  purchased
     approximately  $1.7  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  division.
     Excluding the financial impact of any acquisition or establishment  of  new
     facilities,   the   Company  expects  to  incur  capital  expenditures   of
     approximately $1.5 million in the remaining six months of fiscal year 1997.
  
   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
</PAGE>
<PAGE> 14
Item 2:  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations (continued)
  
     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.
     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
     maintain  or  improve  gross margins or the Company's  business,  financial
     condition  and  results of operations.  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 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
</PAGE>
<PAGE> 15
Item 2:  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations (continued)
     
     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.
     
     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 in the past experienced periods of rapid growth that  have
     placed  a  significant strain on the Company's management, operational  and
     financial  resources. 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.
</PAGE>
<PAGE> 16
                           Part II:  Other Information

Item 1.  Legal Proceedings

     In  connection  with the Citation Acquisition on September  30,  1995,  the
     Company assumed certain environmental contingent liabilities pertaining  to
     operations  prior  to that date. As of the acquisition date,  Citation  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  December 31, 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 December  31,  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 18  of this filing and is incorporated
          by reference herein.
     
     B.   Reports on Form 8-K
     
          One report on Form 8-K was filed during the quarter ended December 31,
          1996.
          
          One  report on Form 8-K was filed, pursuant to Item 5 of that Form  on
          September 30, 1996 reporting on the pending acquisition of Continental
          Circuits  Corp.  No financial statements were filed as  part  of  that
          report.
</PAGE>
<PAGE> 17
                                   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 February,
1997.
                                                                                
                                 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
<TABLE>
Exhibit
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 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> 19 
<TABLE>
Exhibit   
Number   Description
<S>      <C>
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  Citation
          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 Per Share.
</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> 20
                                                                  EXHIBIT 11.1
                              SIGMA CIRCUITS, INC.
                        STATEMENTS REGARDING CALCULATION
                             OF NET INCOME PER SHARE
                    (in thousands, except per share amounts)
<TABLE>
                                    Three Months Ended    Six Months Ended
                                    December 31,          December 31,
                                    1996     1995         1996     1995
<S>                                 <C>      <C>          <C>      <C>
Net Income                           $  273  $1,148       $   90   $1,714
                                                                        
Weighted Average Common Stock                                              
 Outstanding                          4,014   3,884        4,007    3,674
                                                                        
Common Stock Equivalents:                                               
 Dilutive Effect of Stock Options       396     748          436      670
                                                                        
Dilutive Effect of Underwriter's                                          
 Warrant                                 96     134          101      114
                                                                        
Number Of Shares Used in Computing                                      
 Per Share Information                4,506   4,766        4,544    4,458
                                                                        
Net Income Per Share                 $  .06  $  .24       $  .02   $  .38
</TABLE>