<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, 1997
                                   
                                  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 Identification Number)
  of incorporation or organization)     

                         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 4,144,014 at November 5, 1997.
</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, 1997 and June 30, 1997             3
                  Condensed Statements of Operations 
                    for the Three Month Period Ended 
                    September 30, 1997 and 1996                      4
                  Condensed Statements of Cash Flows
                    for the Three Month Period Ended 
                    September 30, 1997 and 1996                      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                                 16
     
          Item 6:  Exhibits and Reports on Form 8-K                  17
            
Signatures                                                           18
</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,
                                                       1997            1997
                                  ASSETS
<S>                                                    <C>          <C>
Current Assets:                                                  
  Cash and Equivalents                                 $ 1,479      $ 1,633
  Accounts Receivable (Net of Allowances of                         
   $513 and $630, Respectively)                         12,249       12,432
  Income Taxes Receivable                                1,387        1,476
  Inventories                                            3,758        2,797
  Prepaid Expenses and Other Assets                        426          330
  Deferred Income Taxes                                  1,537        1,510
    Total Current Assets                                20,836       20,178
                                                                 
Property and Equipment, Net                             15,293       15,874
                                                                 
Goodwill (Net of Accumulated Amortization of                              
 $2,948 and $2,823, Respectively)                        5,989        6,114
Deposits and Other Assets                                  442          481
    Total                                              $42,560      $42,647
                                                                 
                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:                                             
  Current Portion of Long-Term Debt                      1,960        1,633
  Accounts Payable                                       6,267        4,518
  Accrued Liabilities                                    3,023        3,992
  Income Taxes Payable                                     262           --
    Total Current Liabilities                           11,512       10,143
                                                                 
Long-Term Debt                                          16,263       18,902
                                                                 
Deferred Income Taxes                                    1,580        1,259
                                                                 
Other Long-Term Liabilities                                 59           39
                                                                 
Stockholders' Equity:                                                     
  Preferred Stock, $0.001 Par Value:                                      
   Shares Authorized:  5,000                                              
   Shares Outstanding: None                                 --           --
  Common Stock, $0.001 Par Value:                                   
   Shares Authorized:  20,000                                       
   Shares Outstanding: 4,144 and 4,138, Respectively    11,164       11,152
  Deferred Stock Compensation                              (93)        (110)
  Retained Earnings                                      2,075        1,262
    Total Stockholders' Equity                          13,146       12,304
    Total                                              $42,560      $42,647
</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,
                                                      1997          1996
<S>                                                   <C>           <C>
Net Sales                                             $22,847       $18,802
Cost of Sales                                          18,324        16,484
                                                                    
Gross Profit                                            4,523         2,318
Selling, General and Administrative Expenses            2,688         1,966
Amortization of Goodwill                                  125           125
Facility Closing Costs                                   (131)           --
                                                                          
Operating Income                                        1,841           227
Interest Expense, Net                                     472           538
                                                                    
Income (Loss) Before Income Taxes                       1,369          (311)
Provision (Benefit) for Income Taxes                      556          (128)
                                                                          
Net Income (Loss)                                     $   813       $  (183)
                                                                  
Net Income (Loss) Per Share:                                      
  Primary                                             $   .18       $  (.05)
  Fully Diluted                                       $   .17       $  (.05)
                                                                          
Number of Shares Used in Computing Per Share                                
 Information:                                                             
  Primary                                               4,603         4,001
  Fully Diluted                                         5,067         4,001
</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,
                                                            1997       1996
<S>                                                         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                
  Net Income (Loss)                                         $   813    $  (183)
  Reconciliation to Cash Provided by Operating                         
   Activities:                                               
    Depreciation and Amortization of Property and            
     Equipment                                                1,171      1,067
    Amortization of Goodwill                                    125        125
    Amortization of Deferred Stock Compensation                  17         17
    Amortization of Non-Compete Agreement                        39         39
    Loss on Disposal of Assets                                   28        151
    Deferred Income Taxes                                       294         --
    Facility Closing Costs                                     (131)        --
    Changes in Assets and Liabilities:                                   
      Accounts Receivable                                       183       (535)
      Inventories                                              (961)       242
      Prepaid Expenses and Other Assets                        (135)      (435)
      Accounts Payable                                        1,749      1,010
      Accrued Liabilities                                      (838)    (1,488)
      Income Taxes Payable / Receivable                         351         --
      Other Long-Term Liabilities                                20         --
        Cash Provided by Operating Activities                 2,725         10
CASH FLOWS FROM INVESTING ACTIVITIES:                                
  Purchases of Property and Equipment                          (645)    (1,235)
  Proceeds from Sale of Property and Equipment                   27         15
  Deposits and Other Assets                                      39         40
        Cash Used for Investing Activities                     (579)    (1,180)
CASH FLOWS FROM FINANCING ACTIVITIES:                                
  Line of Credit                                             (2,149)     1,901
  Repayment of Long-Term Borrowings                            (163)      (937)
  Cash Overdraft                                                 --        200
  Proceeds from Issuance of Common Stock                         12          6
        Cash Provided by (Used for) Financing Activities     (2,300)     1,170
                                                                     
DECREASE IN CASH AND EQUIVALENTS                               (154)        --
CASH AND EQUIVALENTS:                                                
  Beginning of Period                                         1,633         --
  End of Period                                             $ 1,479    $    --
                                                                     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                    
  Cash Paid for Interest                                    $   485    $   372
                                                                     
  Cash Received for Income Taxes                            $   (88)   $    --
</TABLE>
                 See notes to condensed financial statements.
</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 1997 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 for computing
     per share information.

  Inventories

     Inventories consist of (in thousands):
<TABLE>
                              September 30,     June 30,
                              1997              1997
          <S>                 <C>               <C>
          Raw Materials       $1,201            $  877
          Work in Process      2,001             1,416
          Finished Goods         556               504
                                    
          Inventories         $3,758            $2,797
</TABLE>

  Recent Issued Accounting Standards

     In February 1997, the Financial Accounting Standards Board issued
     Statement  of  Financial Accounting Standards ("SFAS")  No.  128,
     "Earnings  Per  Share".  The Company is required  to  adopt  this
     standard  in  the  second quarter of fiscal year  1998  and  will
     restate  at that time earnings per share ("EPS") data  for  prior
     periods to conform with the standard.  Earlier application is not
     permitted.   This  new  standard replaces current  EPS  reporting
     requirements  and  requires  a dual  presentation  of  basic  and
     diluted  EPS.   Basic EPS excludes dilution and  is  computed  by
     dividing  net  income by the weighted average  amount  of  common
     shares  outstanding  for  the period. Diluted  EPS  reflects  the
     potential  dilution  that  could occur  if  securities  or  other
     contracts to issue common stock were exercised or converted  into
     common  stock.   As with current EPS reporting requirements,  the
     standard requires common equivalent shares to be excluded in loss
     periods as they are anti-dilutive.
</PAGE>
<PAGE> 7
     
Item 1:  Financial Statements (continued)
                                   
                         SIGMA CIRCUITS, INC.
           NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

     If  SFAS  No.  128 had been in effect during the  current  fiscal
     year,  basic EPS would have been $.20 for the three month  period
     ended  September 30, 1997.  Basic EPS for the three month  period
     ended  September  30,  1996  and  diluted  EPS  for  all  periods
     presented  under  SFAS No. 128 would not have been  significantly
     different than the EPS currently reported for the periods.

     In  June  1997, the Financial Accounting Standards  Board  issued
     SFAS  No.  130  "Reporting Comprehensive Income," which  requires
     that an entity report, by major components and as a single total,
     the  change  in  its  net  assets during  the  period  from  non-
     shareholder sources; and SFAS No. 131 "Disclosures about Segments
     of  an  Enterprise  and Related Information,"  which  establishes
     annual  and interim reporting standards for an entity's  business
     segments  and  related disclosures about its products,  services,
     geographic  areas,  and  major  customers.   Adoption  of   these
     statements  will  not  impact the Company's  financial  position,
     results  of  operations  or  cash  flows.   Both  statements  are
     effective  for  fiscal years beginning after December  15,  1997,
     with earlier application permitted.
</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 Annual Report on Form 10-K  for  the
     year  ending June 30, 1997.  Readers are cautioned not  to  place
     undue reliance on these forward-looking statements, which reflect
     management's  analysis only as of the date hereof.   The  Company
     undertakes no obligation to publicly release the results  of  any
     revision to these forward-looking statements which may be made to
     reflect  events  or  circumstances after the date  hereof  or  to
     reflect the occurrence of unanticipated events.
     
  Overview
     
     Beginning in fiscal year 1994, the Company adopted a strategy  to
     service  more  of  the  electronic  interconnect  needs  of   its
     strategic  customers  by  broadening its  product  offerings  and
     increasing   its  capacity.   The  Company  believed   that   its
     reputation  as  a high quality, reliable quick-turn  supplier  of
     PCBs  would  generate demand among its customers  for  additional
     product  offerings.  The Company also believed that the  customer
     relationships established by providing quick-turn services during
     the  prototype stage of the product life cycle would give  it  an
     advantage  in  securing  the  larger  volume  pre-production  and
     production orders of such products.  Assisted by the proceeds  of
     a  private equity financing and its initial public offering,  the
     Company established its Systems Integration and Flexible Circuits
     divisions during the latter part of fiscal year 1994 in order  to
     broaden  its  product  offerings. During fiscal  year  1995,  the
     Company's  gross  margin and operating expenses  were  negatively
     affected  by  the  underutilization and  start-up  costs  of  the
     Systems Integration and Flexible Circuits divisions.
     
     The  Company completed the acquisition of Stockton-based Citation
     Circuits,   Inc.   and  its  related  companies  (the   "Citation
     Acquisition")  during the first quarter of fiscal  year  1996  in
     order  to  obtain the manufacturing capacity required to  service
     its  customers'  higher volume production jobs in  a  lower  cost
     operating  environment.  During 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.  The Company, along with many  of
     its  competitors,  experienced a decline in the  demand  for  its
     products  and services during calendar year 1996.  As  a  result,
     the  Company announced on May 22, 1996, the closure of its  Costa
     Mesa  PCB  division and the consolidation of certain capital  and
     selected  personnel  into its Santa Clara PCB  and  Stockton  PCB
     divisions.   During  June 1996, the Company recorded  a  one-time
     charge of approximately $3.8 million for facility closing costs.
     
     During  the  first half of fiscal year 1997, the Company  entered
     into  merger  discussions with Continental Circuits Corp.,  which
     were subsequently terminated in December 1996.  Additionally, the
     Company  recorded  charges to operations  of  approximately  $3.4
     million  or $0.54 per share, after tax, attributable to bad  debt
     and  related expenses pertaining to a lawsuit filed,  excess  and
     obsolete  inventory and equipment, and an unfavorable  sales  tax
     ruling.   Combined  with the approximate one year  recovery  time
     from  the effects of the industry slowdown in calendar year 1996,
     the  Company's  consolidation efforts of its PCB  operations  and
     aforementioned charges to operations, the Company reported a  net
     loss  of  $1.2  million for fiscal year 1997.  In May  1997,  the
     Company  completed a long-term financing agreement with  the  CIT
     Group/Business  Credit, Inc. which proceeds were  used  to  repay
     substantially  all  of the Company's existing  debt  and  capital
     lease obligations.
</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,
                                           1997          1996
     <S>                                   <C>           <C>
     Net Sales                             100.0%        100.0%
     Cost of Sales                          80.2%         87.7
                                                   
     Gross Profit                           19.8          12.3
     Selling, General and                   11.8          10.4
      Administrative Expenses
     Amortization of Goodwill                0.5           0.7
     Facility Closing Costs                 (0.6)           --
                                                              
     Operating Income                        8.1           1.2
     Interest Expense, Net                   2.1           2.9
                                                   
     Income (Loss) Before Income Taxes       6.0          (1.7)
     Provision (Benefit) for Income Taxes    2.4          (0.7)
                                                        
     Net Income (Loss)                       3.6%         (1.0)%
</TABLE>
  
   Net Sales
  
     Net  sales  for  the  quarter  ended  September  30,  1997   were
     approximately $22.8 million, an increase of $4.0 million or 21.5%
     from  the  same quarter in the prior fiscal year.  All  divisions
     contributed  to the increase.  Net sales from the combined  Rigid
     Printed  and  Flexible Circuits divisions to the merchant  market
     increased  more  than 22.3%, and net sales from  the  value-added
     Systems Integration division increased 18.8% over the same period
     in the prior fiscal year.
     
   Gross Profit
  
     Gross  profit  for  the  quarter ended  September  30,  1997  was
     approximately $4.5 million, an increase of $2.2 million or  95.1%
     from the same quarter in the prior fiscal year.  Gross margin for
     the  same  comparable quarters was 19.8% and 12.3%  respectively.
     The  improvement in both gross profit and margin for the  quarter
     ended  September  30,  1997 was partially due  to  a  significant
     improvement   in   manufacturing   efficiencies   and   materials
     management  in  the Systems Integration division.   Additionally,
     the revenues and efficiencies in the PCB operations were improved
     over the same quarter in the prior fiscal year which was impacted
     by  inefficiencies associated with the closure of the Costa  Mesa
     PCB facility and consolidation of assets.
</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, 1997 were approximately  $2.7  million,  an
     increase  of $0.7 million or 36.7% from the same quarter  in  the
     prior  fiscal year.  Selling, general and administrative expenses
     increased  from 10.4% to 11.8%, as a percentage  of  sales.   The
     overall increases are primarily attributable to performance-based
     bonuses and higher commissions on increased levels of net  sales.
     Additionally, increased administrative infrastructure  investment
     was  made  in  support of the revenue growth in all divisions  as
     compared  to  the same period of the prior year when the  Company
     was  streamlining  its  administrative infrastructure  consistent
     with closure of the Costa Mesa PCB facility.
  
   Facility Closing Costs
  
     Facility  closing  costs  credited for the  first  quarter  ended
     September   30,   1997  were  approximately  $131,000   and   are
     attributable to a reduction of the associated reserve recorded in
     the  fourth quarter of fiscal year 1996 pertaining to the closure
     of  the Company's Costa Mesa PCB facility.  On July 25, 1997, the
     Company  successfully sold the building on behalf  of  the  owner
     (and  landlord),  therefore, eliminating  any  future  lease  and
     operating obligations.
  
   Interest Expense, Net
  
     Net interest expense for the quarter ended September 30, 1997 was
     approximately $472,000, a decrease of $66,000 or 12.3%  from  the
     same quarter in the prior fiscal year.  The decrease is primarily
     attributable  to  an  overall decrease in long-term  obligations,
     partially offset by comparatively higher interest rates.
  
   Provision (Benefit) for Income Taxes
  
     The Company's effective income tax (benefit) rate was  40.6%  and
     (41.2)%  for  the  quarters ended September 30,  1997  and  1996,
     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.  Further impacting
     the  fiscal  year  1998  state effective rate  is  the  State  of
     California's  Machinery  and Equipment and  Enterprise  Zone  tax
     credits.
  
  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 $2.7 millions and $10,000 in the three months ended
     September 30, 1997 and 1996, respectively. Cash generated in  the
     three  months  ended  September 30, 1997 and 1996  was  primarily
     attributable  to  net income (loss) of $813,000  and  $(183,000),
     respectively,  as  adjusted  for  non-cash  expenses,   primarily
     depreciation and amortization.
  
     The Company  used  cash in investing activities of  approximately
     $579,000 and $1.2 million in the three months ended September 30,
     1997 and 1996, respectively.  Cash used in the three months ended
     September  30,  1997 and 1996 was primarily attributable  to  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  used  cash in financing activities of  approximately
     $2.3 million and generated cash from financing activities of $1.2
     million  in the three months ended September 30, 1997  and  1996,
     respectively.  Cash used in financing activities during the three
     months   ended  September  30,  1997  was  attributable  to   net
     repayments  of  approximately $2.3 million  under  the  long-term
     revolving line of credit and debt obligations.  Cash generated in
     the  three  months ended September 30, 1996 was  attributable  to
     approximately $1.0 million in net borrowings under the  long-term
     revolving line of credit and debt and capital lease obligations.
   
     As  of   September  30,  1997  the  Company  had  long-term  debt
     outstanding of approximately $18.2 million, consisting  primarily
     of $6.2 million outstanding under the Company's revolving line of
     credit,  a  $9.6  million term loan, a $1.8  million  convertible
     subordinated note and $0.6 million of real estate obligations.
   
     The  Company has a $13.7 million revolving line of credit, a $9.8
     million   term  loan  and  a  $1.5  million  capital  expenditure
     ("CAPEX") term loan.  The revolving line of credit is limited  to
     a  maximum amount of $13.7 million or the sum of 90.0% and  50.0%
     of  the  Company's  eligible trade accounts  receivable  and  raw
     materials inventory, respectively, as contractually defined.  The
     revolving  line of credit expires on May 21, 2001  and  currently
     bears interest at 9.0%. The $9.8 million term expires on May  21,
     2002  and  currently bears interest at 9.75%.  Principal payments
     of  approximately $0.2 are due monthly in equal installments with
     the  first installment due on September 1, 1997.  The CAPEX  term
     loan  has a maximum amount of $1.5 million in which the Company's
     financing  agreement  limits borrowings to this  maximum  or  the
     amount determined as the sum of $500,000 plus 50.0% of cumulative
     earnings  before  interest, taxes, depreciation and  amortization
     for  a  contractually defined period of time.  The  $1.5  million
     CAPEX  term  loan expires on May 1, 2001 and as of September  30,
     1997,  there  were  no outstanding borrowings  under  this  loan.
     Additionally,   the  Company  has  a  $1.8  million   convertible
     subordinated  note  with  the seller of the  Citation  Companies.
     This note expires on May 21, 2001 and currently bears interest at
     10.0%.   The note is convertible into a maximum of 400,000 shares
     of  common  stock at the option of the holder based upon  certain
     defined criteria.  Further, the Company has a real estate note of
     approximately  $0.6  million that was  assumed  in  the  Citation
     Acquisition.  The real estate note is due, as a balloon  payment,
     on December 31, 2005 and currently bears interest at 8.5%.  As of
     September  30,  1997,  the Company was  in  compliance  with  the
     convenants of its financing agreement.
   
     The   Company  believes  that  its  existing  funds,   borrowings
     available under its revolving line of credit and CAPEX term  loan
     and  funds  expected  to  be generated from  operations  will  be
     sufficient to meet its working capital needs for the next  twelve
     months.  There can be no assurance, however, that events  in  the
     future  will  not require the Company to seek additional  capital
     sooner  or,  if so required, that it will be available  on  terms
     acceptable  to  the Company.  To the extent that  cash  generated
     from operations is not sufficient to meet the Company's projected
     capital  expenditures  or  future  working  capital  needs,   the
     Company's  business, financial condition, cash flows and  results
     of operations may be materially and adversely affected.
   
   Capital Resources
   
     During the  three  months ended September 30,  1997  the  Company
     purchased approximately $617,000 of property and equipment  which
     was funded through long-term borrowings.  The Company's financing
     agreement allows for capital expenditures up to a maximum  amount
     of  $1.0  million per quarter with an aggregate  amount  of  $4.0
     million  per  year.   Any  expenditures  exceeding  this  maximum
     quarterly and annual amounts would require prior lender approval.
     Therefore,  excluding the financial impact of any acquisition  or
     establishment  of  new facilities, the Company expects  to  incur
     capital  expenditures  of  approximately  $3.4  million,  in  the
     remaining nine months of fiscal year 1998.
</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
  
     In  evaluating  the  Company's  business,  prospective  investors
     should  carefully consider the following factors in  addition  to
     the  other  information  presented in  this  report  an  din  the
     Company's  other reports filed with the Securities  and  Exchange
     Commission that attempt to advise interested parties of the risks
     and factors that may affect the Company's business.
  
   Dependence on Electronics Industry
  
     The  Company's   principal  customers  are   original   equipment
     manufacturers   (OEM)   and   contract   manufacturers   in   the
     telecommunications,    networking,    computers,     peripherals,
     industrial instrumentation, medical, and semiconductor  equipment
     segments of the electronics industries.  These industry segments,
     and  the  electronics industry as a whole, are  characterized  by
     intense  competition,  relatively short product-life  cycles  and
     significant  fluctuations in product demand.   In  addition,  the
     electronics  industry is generally subject to rapid technological
     change  and product obsolescence. Discontinuance or modifications
     of  products  containing components manufactured by  the  Company
     could   adversely   affect  the  Company's  business,   financial
     condition   and   results  of  operations.   In   addition,   the
     electronics industry has in the past experienced, and  is  likely
     in  the  future to experience, recessionary periods.  A recession
     or  any other event leading to excess capacity in the electronics
     industry would likely result in intensified price competition and
     a  decrease  in unit volume, both of which would have a  material
     adverse  effect  on the Company's business, financial  condition,
     cash flows and results of operations.
  
   Fluctuations in Quarterly Operating Results
  
     The Company's  quarterly operating results have  varied  and  may
     continue  to fluctuate significantly.  At times in the past,  the
     Company's net sales and net income have decreased from the  prior
     quarter.  Operating results are affected by a number of  factors,
     including  timing  and  volume of orders from  and  shipments  to
     customers relative to the Company's manufacturing capacity, level
     of  product  and price competition, product mix,  the  number  of
     working  days  in  a  particular  quarter  and  general  economic
     factors.   In  recent  years, the Company's  gross  margins  have
     varied  primarily  as  a result of capacity utilization,  product
     mix, lead times, volume levels and complexity of customer orders,
     start-up costs in its two new divisions and costs associated with
     the closure of the Costa Mesa facility.  The timing and
</PAGE>
<PAGE> 13
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
  
     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 variation  in  demand  for  customer
     products.   An  interruption  in  manufacturing  resulting   from
     shortages   of  parts  or  equipment,  fire,  natural   disaster,
     equipment  failure  or otherwise would have  a  material  adverse
     effect on the Company's business, financial condition, cash flows
     and  results of operations.  Due to all of the foregoing factors,
     it  is likely that in some future quarter the Company's operating
     results  will be below the expectations of public market analysts
     and  investors.  In such event, the price of the Company's common
     stock would likely be materially adversely affected.
  
   Customer Concentration
  
     The Company's past growth has resulted, in part, from its ability
     to  identify and attract customers in rapidly growing segments of
     the  electronics industry.  The Company has manufactured products
     for  some  of  these customers for a relatively short  period  of
     time.   There can be no assurance that the Company will  continue
     to  be  able to identify, attract and retain customers with  high
     growth  rates  or  that the customers that they  do  attract  and
     retain will continue to grow at their historical rates or at all.
     Although  there can be no assurance that the Company's  principal
     customers  will continue to purchase products and  services  from
     the Company at current levels, if at all, the Company expects  to
     continue to depend upon its principal customers for a significant
     portion of its net sales.  The decrease in or loss of orders from
     one  or more major customers could have a material adverse effect
     on  the  Company's business, financial condition, cash flows  and
     results of operations.
  
   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 significant backlog, net sales for any
     quarter  are  substantially dependent on orders  booked  in  that
     quarter  and net sales for any future quarter are not predictable
     with  any significant degree of certainty.  The Company's expense
     levels   are  relatively  fixed  and  are  based,  in  part,   on
     expectations  of  future net sales. Consequently,  if  net  sales
     levels  are below expectations, the Company's business, financial
     condition, cash flows and results of operations are likely to  be
     adversely affected.
     
   Competition
     
     The  electronic interconnect industry is characterized by intense
     competition.   The Company faces significant competition  in  its
     quick-turn,  PCB  and flexible circuits product  lines  primarily
     from  a number of regional privately-held manufacturers.  As  the
     Company  increasingly  expands its  volume  production  of  PCBs,
     backplane  assemblies and flexible circuits, it will continue  to
     face  much  larger  competitors.  Many of these competitors  have
     significantly   greater   financial,  technical   and   marketing
     resources,  greater  name  recognition  and  a  larger  installed
     customer  base than the Company.  In addition, these  competitors
     may  have  the ability to respond more quickly to new or emerging
     technologies  and may adapt more quickly to changes  in  customer
     requirements and may devote greater resources to the development,
     promotion and sale of their products than the Company.
</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,  cash  flows  and  results   of
     operations.
   
   Management of Growth
     
     Over the past several years, the Company has experienced a period
     of  rapid growth that has placed, and is expected to continue  to
     place,   a   significant  strain  on  the  Company's  management,
     operational   and   financial  resources.  This   situation   was
     compounded by the Citation Acquisition.  The Company's growth  is
     expected 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,  cash  flows  and  results   of
     operations.
     
   Substantial Leverage and Ability to Service Debt
  
     The  Company  has  substantial  debt  service  obligations.   The
     ability of the Company to meet its debt service requirements will
     depend  upon  achieving significant and sustained growth  in  the
     Company's profitability and cash flow, which will be affected  by
     its  success  in  implementing its business strategy,  prevailing
     economic  and  industry  conditions  and  financial, business and 
     other factors, certain of which are beyond the Company's control.
     Accordingly, there can be no assurance as to whether or when  the
     Company's  operations  will  generate  sufficient  cash  flow  or
     whether the Company will at any time have sufficient resources to
     meet  its  debt  service or debt repayment obligations.   If  the
     Company is unable to generate sufficient cash flow to service  or
     repay  its indebtedness, it will have to reduce or delay  planned
     capital  expenditures, sell assets, restructure or refinance  its
     indebtedness or seek additional equity capital.  There can be  no
     assurance  that  any  of these strategies could  be  effected  on
     satisfactory  terms,  if at all, particularly  in  light  of  the
     Company's  high levels of indebtedness.  In addition, the  degree
     
</PAGE>
<PAGE> 15
     
Item 2:  Management's Discussion and Analysis of Financial Condition 
         and Results of Operations (continued)
     
     to   which  the  Company  is  leveraged  could  have  significant 
     consequences, including,  but not limited to, the following:  (i) 
     the  Company's  ability  to  obtain  additional  financing in the 
     future for working capital,capital expenditures,and other general  
     corporate purposes may be materially limited or  impaired, (ii) a
     substantial  portion of the Company's cash flow  from  operations
     may need to be dedicated to the payment of principal and interest
     on  its indebtedness and therefore, not available to finance  the
     Company's  business  and  (iii)  the  Company's  high  degree  of
     leverage  may make it more vulnerable to economic downturns,  may
     limit  its  ability  to withstand competitive pressures  and  may
     reduce  its  flexibility in responding to changing  business  and
     economic conditions.
</PAGE>
<PAGE> 16
                      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,  1997,
     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,
     cash flows 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,  1997, the Company had incurred  approximately
     $288,000  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.

     On March 13, 1997, the Company filed a lawsuit against one of its
     customers.  The suit asserts a breach of contract by the customer
     relating  to  custom-made  assembled  circuit  boards  and  other
     services  provided by the Company under purchase orders  received
     by  the  Company from the customer.  The suit was  filed  in  the
     Superior  Court of the State of California, Santa  Clara  County,
     with  the  Company  seeking damages in  excess  of  approximately
     $1,000,000,   the  customer's  outstanding  accounts   receivable
     balance,  plus  additional  damages,  late  charges  and  related
     interest.  Additionally,  the  Company  is  seeking  payment   or
     reimbursement  of costs of the suit, as well as attorneys'  fees,
     and  any  other appropriate relief.  The customer filed  a  cross
     complaint,  on  April 10, 1997, relating to breach  of  contract,
     intentional  and  negligent  misrepresentation,  intentional  and
     negligent   interference  with  contractual  relationships,   and
     intentional and negligent interference with prospective  economic
     advantage.   The  customer  is  seeking  damages  in  excess   of
     $10,000,000, an unspecified amount of punitive damages,  as  well
     as  payment  or  reimbursement of costs of the  suit,  attorneys'
     fees,  and  any other appropriate relief.  The Company  filed  an
     application for a writ of attachment on March 13, 1997, which was
     subsequently  denied.  Although no assurances can be  given,  the
     Company believes the customer's claims are without merit and will
     defend  itself  vigorously,  therefore,  no  provision  for   any
     liability  has  been  made in the financial statements.   As  the
     extent of recovery is unknown at this time, the Company wrote off
     the  customer's receivable amount, as well as purchased inventory
     in  support of this customer relating to the manufacture  of  its
     product  and accrued other costs associated with the  suit.   The
     Company has not established a reserve for this contingency and in
     the  opinion of its management, any settlement would  not  likely
     results  in a loss that would have a material adverse  effect  on
     the  Company's  business,  financial condition,  cash  flows  and
     results from operations.
</PAGE>
<PAGE> 17
Item 6:  Exhibits and Reports on Form 8-K

     A.  Exhibits
     
         See Index to Exhibits at page 19 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, 1997.
     
</PAGE>
<PAGE> 18
                              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 10th  day of
November, 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> 19
<TABLE>
                           INDEX OF EXHIBITS
                                                                   Sequentially
Exhibit                                                            Numbered
Number    Description                                              Page      
<S>       <C>                                                      <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)                                             --
10.21     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)                                 --
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, 1997.(5)               --
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)                                            --
10.31     Convertible Subordinated Promissory Note granted to 
           Citation Enterprise, Inc., dated May 21, 1997.(5)       --
</TABLE>  
</PAGE>   
<PAGE> 20 
                           INDEX OF EXHIBITS
<TABLE>
                                                                   Sequentially
Exhibit                                                            Numbered
Number    Description                                              Page
<S>       <C>                                                      <C>

10.33     Asset Purchase Agreement between the Registrant,         
           Citation Circuits, Inc., Citation Enterprises, Inc.,     
           Citron Inc. and Carl Brockl, dated September 8,          
           1995.(3)                                                --
10.34     Financing Agreement between the Registrant and the 
           CIT Group/Business Credit, Inc., dated May 21, 
           1997 and exhibits thereto. (5)                          --
10.35     Lease Agreement between the Registrant and G.B.G., 
           dated April 23, 1997, as amended. (5)                   --
11.1      Statements Regarding Calculation of Net Income 
           (Loss) Per Share.                                       21
</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).

(5)  Incorporated by reference to the corresponding exhibit previously filed 
     as an exhibit to the Company's Form 10-K, filed September 25, 1997 
     (File No. 0-24170).
</PAGE>
<PAGE> 21
     
                                                          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,
                                                       1997       1996
<S>                                                    <C>        <C>
PRIMARY EARNINGS                                               
                                                                
  Net Income (Loss)                                    $  813     $ (183)
                                                               
  Weighted Average Common Stock Outstanding             4,141      4,001
                                                               
  Common Stock Equivalents:                                              
                                                                       
    Dilutive Effect of Stock Options                      370         --(1)
                                                               
    Dilutive Effect of Underwriter's Warrant               92         --(1)
                                                                
  Number of Shares Used in Computing Per Share                         
   Information                                          4,603      4,001
                                                                
  Net Income (Loss) Per Share                          $  .18     $ (.05)

FULLY DILUTED EARNINGS                                                 
                                                                       
  Net Income (Loss)                                    $  813     $ (183)
                                                               
  Interest Expense, Net, Related to Convertible        
   Subordinate Note                                        27         --
                                                               
  Net Income (Loss) As Adjusted                        $  840     $ (183)
                                                                
  Weighted Average Common Stock Outstanding             4,141      4,001
                                                               
  Common Stock Equivalents:                                     
                                                                       
    Dilutive Effect of Stock Options                      424         --(1)
                                                               
    Dilutive Effect of Underwriter's Warrant              102         --(1)
                                                                
  Convertible Subordinated Note, Assumed                                     
   Conversion                                             400         --
                                                                
  Number of Shares Used in Computing Per Share                 
   Information                                          5,067      4,001
                                                                
  Net Income (Loss) Per Share                          $  .17     $ (.05)
</TABLE>
(1)  Excludes common stock equivalents of approximately 581,000  shares 
     as they are anti-dilutive for computing net loss per share.
</PAGE>