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

(Mark One)

       Quarterly Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934.
  
             For the quarterly period ended March 31, 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.
             of                           Employer
      incorporation or                 Identification
       organization)                      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 4,086,959 at May 8, 1997.
</PAGE>
<PAGE> 2
<TABLE>
                         Sigma Circuits, Inc.
                                   
                                 INDEX

<S>                                                         <C>
Description                                                 Page Number

Cover Page                                                	 1

Index                                                      	2

Part I:  Financial Information

  Item 1:  Condensed Financial Statements

           Condensed Balance Sheets as of
               March 31, 1997 and June 30, 1996             3
           Condensed Statements of
               Operations for the Three and
               Nine Month Periods Ended March
               31, 1997 and 1996                            4
            Condensed Statements of Cash
               Flows for the Nine Month
               Period Ended March 31, 1997
               and 1996                                     5
            Notes to Condensed Financial
               Statements                                   7
            
  Item 2:   Management's Discussion and
               Analysis of Financial
               Condition and Results of
               Operations                                   9
     
Part II:    Other Information
            
  Item 1:   Legal Proceedings                               18
     
  Item 4    Submission of Matters to a
               Vote of Security Holders                     19
     
  Item 6:   Exhibits and Reports on Form 8-K                19
            
Signatures                                                  20
</TABLE>
</PAGE>
<PAGE> 3
                    Part I:  Financial Information
                                   
Item 1:  Condensed Financial Statements
<TABLE>
                          SIGMA CIRCUITS, INC.
                        CONDENSED BALANCE SHEETS
                              (Unaudited)
                                                    (in thousands)
                                                    March 31,    June 30,
                                                    1997         1996
                                 ASSETS             
<S>                                                 <C>           <C> 
Current Assets:                                                
Cash and Equivalents                                $   569       $    --
Accounts Receivable (Net of Allowances of                        
   $700 and $598, Respectively)                      11,417        11,987
Income Taxes Receivable                                 382         1,393
Other Receivables                                        73            46
Inventories                                           2,786         4,753
Prepaid Expenses                                        414           268
Deferred Income Taxes                                 3,228         2,660
Total Current Assets                                 18,869        21,107
                                                               
Property and Equipment, Net                          16,877        18,899
                                                               
Goodwill (Net of Accumulated Amortization of                     
  $2,698 and $2,322, Respectively)                    6,239         6,615
Deposits and Other Assets                               207           339
Total                                               $42,192       $46,960
                                                               
                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:                                           
Cash Overdraft                                      $    --       $   297
Current Portion of Long-Term Debt                     6,429         7,681
Accounts Payable                                      5,072         4,418
Accrued Liabilities                                   4,050         5,947
Total Current Liabilities                            15,551        18,343
                                                               
Long-Term Debt                                       13,576        14,345
                                                               
Deferred Income Taxes                                 1,405         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: 4,086 and 3,998, Respectively    10,939        10,604
Deferred Stock Compensation                            (128)         (180)
Retained Earnings                                       849         2,494
Total Stockholders' Equity                           11,660        12,918
Total                                               $42,192       $46,960
</TABLE>
                                    
              See notes to condensed financial statements.
</PAGE>
<PAGE> 4
Item 1:  Condensed Financial Statements (continued)
<TABLE>
                        SIGMA CIRCUITS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS
                             (Unaudited)
                                                                     
                              (in thousands, except per share data)
                              Three Months Ended     Nine Months Ended
                              March 31,              March 31,
                              1997      1996         1997      1996
<S>                           <C>       <C>          <C>       <C>
Net Sales                     $20,425   $24,330      $59,143   $67,117
Cost Of Sales                  17,911    19,394       50,775    52,736
                                                                
Gross Profit                    2,514     4,936        8,368    14,381
Selling, General and         
 Administrative Expenses        4,186     2,616        8,795     8,275 
Amortization of Goodwill          125       157          376       364
Facility Closing Costs             --        --         (250)       --
                                                                
Operating Income (Loss)        (1,797)    2,163         (553)    5,742
Interest Expense, Net             479       497        1,531     1,171
                                                                
Income (Loss) Before Income         
 Taxes                         (2,276)    1,666       (2,084)    4,571
Provision (Benefit) For                    
Income Taxes                     (541)      546         (439)    1,736
                                                                
Net Income (Loss)             $(1,735)  $ 1,120      $(1,645)  $ 2,835
                         
                                                                
Net Income (Loss) Per Share   $  (.43)  $   .23      $  (.41)  $   .62
                                                                
Number of Shares Used in                                         
Computing Per Share         
Information                     4,074     4,845        4,030     4,587
</TABLE>
                                                                     
                                                                     
   See notes to condensed financial statements.
</PAGE>
<PAGE> 5
Item 1:  Condensed Financial Statements (continued)
<TABLE>
                          SIGMA CIRCUITS, INC.
                   CONDENSED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                                                   (in thousands)
                                                   Nine Months Ended
                                                   March 31,
                                                   <C>           <C>
<S>                                                1997          1996
CASH FLOWS FROM OPERATING ACTIVITIES:                            
Net Income (Loss)                                  $(1,645)      $  2,835
Reconciliation to Cash Provided by Operating                     
 Activities:                                                            
  Depreciation and Amortization of Property and                           
   Equipment                                         3,551          3,146
  Amortization of Goodwill                             376            364
  Amortization of Deferred Stock Compensation           52             81
  Amortization of Non-Compete Agreement                113             --
  (Gain) Loss on Disposal of Assets                   (108)           217
  Deferred Income Taxes                              (517)         (1,072)
  Facility Closing Costs                             (250)             --
  Changes in Assets and Liabilities:                               
    Accounts Receivable                               570             128
    Other Receivables                                 (27)            349
    Inventories                                     1,967          (1,536)
    Prepaid Expenses                                 (146)           (154)
    Accounts Payable                                  654           1,443
    Accrued Liabilities                            (1,186)           (467)
    Income Taxes Payable/Receivable                 1,011            (552) 
      Cash Provided by Operating Activities         4,415           4,782
                                                                         
CASH FLOWS FROM INVESTING ACTIVITIES:                                    
Purchases of Property and Equipment                (2,202)         (4,426)
Proceeds from Sales of  Property and Equipment        320              42
Deposits and Other Assets                              19            (144)
Purchase of Citation Companies, Net of Cash                       
 Acquired                                              --          (9,092) 
      Cash Used for Investing Activities           (1,863)        (13,620)
                                                                 
CASH FLOWS FROM FINANCING ACTIVITIES:                                   
Line of Credit, Net                                 1,016           1,098
Proceeds from Long-Term Borrowings                     --          11,066
Repayment of Long-Term Borrowings                  (3,037)         (1,996)
Proceeds from Issuance of Common Stock                335             131
Cash Overdraft                                       (297)             --
      Cash Provided by (Used For) Financing          
       Activities                                  (1,983)         10,299
                                   
INCREASE IN CASH AND EQUIVALENTS:                     569           1,461
                                                                 
CASH AND EQUIVALENTS:                                            
Beginning of Period                                    --             106
End of Period                                     $   569        $  1,567
</TABLE>
                                                                 
              See notes to condensed financial statements.
</PAGE>
<PAGE> 6
Item 1:  Condensed Financial Statements (continued)
<TABLE>
                          SIGMA CIRCUITS, INC.
                   CONDENSED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                                                     (in thousands)
                                                     Nine Months Ended
                                                     March 31,
                                                     1997         1996
<S>                                                  <C>          <C> 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid for Interest                               $ 1,194      $   835
                                                                 
Cash (Received) Paid for Income Taxes                $(1,005)     $ 3,046
                                                                        
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND                         
 FINANCING ACTIVITIES:                                                  
Tax Benefit from Employee Stock Transactions         $    71      $    --
                                                                 
Equipment Acquired Under Capital Lease                     
 Obligations                                         $    --      $   459
                                                                 
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 $6,133)                    $20,962
</TABLE>
                                    
              See notes to condensed financial statements.
</PAGE>
<PAGE> 7
Item 1:  Condensed 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
<TABLE>
     Inventories consist of (in thousands):
                                   
                              March 31,      June 30,
                              1997           1996
   <S>                        <C>            <C>
   Raw Materials              $1,051         $2,641
   Work in Process             1,394          1,880
   Finished Goods                341            232
                                  
     Inventories              $2,786         $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.  As of March 31 and April 30, 1997, the Company was
     in  non-compliance  with  the tangible effective  net  worth  and
     liabilities  to  tangible  effective net  worth  ratios  and  the
     profitability covenants of its revolving line of credit with  the
     Bank.   The  Company  obtained  a waiver  with  respect  to  such
     covenants from the Bank as of each 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.
                                   
     The  provisions of the subordinated notes between the Company and
     the seller of  the Citation Companies required payment of accrued
     interest through September 30, 1996 as of that date.  The Company
     elected  to defer any payment of interest as of that  date.   Any
     unpaid  interest  is  due  in June 1997 along  with  the  related
     subordinated notes.
</PAGE>
<PAGE> 8
Item 1:  Condensed Financial Statements (continued)
                                   
  Provision (Benefit) for Income Taxes
                                   
     The  Company  incurred  a combined federal  and  state  effective
     benefit tax rate of 23.8% and 21.1% for the three and nine  month
     periods  ended  March  31,  1997, respectively,  compared  to  an
     effective  income tax rate of 32.8% and 38.0%, respectively,  for
     the same periods of fiscal year 1996.

  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' common 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.
     
  Recently Issued Accounting Standard

     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.
     
     If  SFAS No. 128 had been in effect during the prior fiscal year,
     basic  EPS would have been $.29 and $.76 for the three  and  nine
     month periods ended March 31, 1996, respectively.  Basic EPS  for
     the three and nine month periods ended March 31, 1997 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.
</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.
     During  the  quarter ended March 31, 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.   As
     the extent of recovery is unknown at this time, the Company wrote
     off  the  customer's  receivable amount, as well  as  excess  and
     obsolete inventory relating to the manufacture of this customer's
     product.    Additionally,  the  Company   accrued   other   costs
     associated  with  the suit.  During the quarter ended  March  31,
     1997,  the  Company recorded a charge of approximately $1,500,000
     to its operations related to this lawsuit.
     
     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 margin.
</PAGE>
<PAGE> 10

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
  
  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     Nine Months
                                 Ended            Ended
                                 March 31,        March 31,
                                 1997    1996     1997    1996
     <S>                         <C>     <C>      <C>     <C>
     Net Sales                   100.0%  100.0%   100.0%  100.0%
     Cost of Sales                87.7    79.7     85.8    78.6
     Gross Margin                 12.3    20.3     14.2    21.4
     Selling, General and         20.5    10.7     14.9    12.3
     Administrative Expenses
     Amortization of Goodwill      0.6     0.7      0.6     0.5
     Facility Closing Costs         --      --     (0.4)     --
     Operating Income (Loss)      (8.8)    8.9     (0.9)    8.6
     Interest Expense, Net         2.3     2.0      2.6     1.8
     Income (Loss) Before        (11.1)    6.9     (3.5)    6.8
      Income Taxes                       
     Provision (Benefit) for      (2.6)    2.3     (0.7)    2.6
      Income Taxes
     Net Income (Loss)            (8.5)%   4.6%    (2.8)%   4.2%
</TABLE>
  
   Net Sales
  
     Net sales for the quarter ended March 31, 1997 were approximately
     $20.4 million, a decrease of $3.9 million or 16.1% from the  same
     quarter  in  the prior fiscal year.  The decrease  was  primarily
     attributable  to a slowdown in the PCB industry in calendar  year
     1996  and  the  Company's  subsequent consolidation  of  its  PCB
     operations  in  June 1996.  Although the Company has  experienced
     recent  quarter  to quarter net sales growth, it  has  still  not
     achieved  pre-consolidation net sales levels through the  current
     quarter.
  
     Net  sales  for  the  nine  months  ended  March  31,  1997  were
     approximately $59.1 million, a decrease of $8.0 million or  11.9%
     from  the same period in the prior fiscal year.  The decrease  is
     primarily attributable to the aforementioned slowdown in the  PCB
     industry.
  
   Gross Profit
  
    Gross   profit   for  the  quarter  ended  March  31,   1997   was
     approximately $2.5 million, a decrease of $2.4 million  or  49.1%
     from the same quarter in the prior fiscal year.  Gross margin for
     the  quarter ended March 31, 1997 and 1996 were 12.3% and  20.3%,
     respectively.  The decrease is primarily attributable to a charge
     of  $1.2  million relating to excess and obsolete  inventory  and
     equipment, an unfavorable sales tax ruling, as well as lower  PCB
     net sales and associated under-utilization of capacity.
  
     Gross  profit  for  the  nine months ended  March  31,  1997  was
     approximately $8.4 million, a decrease of $6.0 million  or  41.8%
     from the same period in the prior fiscal year.  Gross margin  for
     the  nine  months ended March 31, 1997 and 1996  were  14.2%  and
     21.4%, respectively.  The decrease is primarily attributable to a
     charge  of $1.9 million relating to excess and obsolete inventory
     and  equipment,  as  well  as an unfavorable  sales  tax  ruling.
     Additionally,  under-utilization of capacity negatively  impacted
     gross margin.
</PAGE>
<PAGE> 11

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
  
   Selling, General and Administrative Expenses
  
     Selling,  general  and administrative expenses  for  the  quarter
     ended March 31, 1997 were approximately $4.2 million, an increase
     of  $1.6  million  or 60.0% from the same quarter  in  the  prior
     fiscal   year.   Selling,  general  and  administrative  expenses
     increased from 10.7% to 20.5%, as a percentage of net sales.  The
     increase  is  primarily attributable to a charge of $1.2  million
     pertaining  to  bad debt and related expenses pertaining  to  the
     lawsuit filed during the quarter.  This charge represents 5.9% of
     the  20.5% amount of selling, general and administrative expenses
     as a percentage of net sales.
  
     Selling, general and administrative expenses for the nine  months
     ended March 31, 1997 were approximately $8.8 million, an increase
     of  $520,000  or  6.3% from the same period in the  prior  fiscal
     year.   Selling,  general and administrative  expenses  increased
     from  12.3% to 14.9%, as a percentage of net sales.  The increase
     is  primarily attributable to a charge of $1.2 million pertaining
     to   bad   debt   and  related  expenses  associated   with   the
     aforementioned lawsuit.  This charge represents 2.0% of the 14.9%
     amount  of  selling,  general and administrative  expenses  as  a
     percentage of net sales.
     
  Facility Closing Costs
  
     Facility closing costs credited for the nine months  ended  March
     31,  1997 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 March  31,  1997  was
     approximately  $479,000, a decrease of $18,000 or 3.6%  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 nine months ended March 31, 1997 was
     approximately $1.5 million, an increase of $360,000 or 30.7% 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.
  
   Provision (Benefit) for Income Taxes
  
     The  Company  incurred  a combined federal  and  state  effective
     benefit tax rate of 23.8% and 21.1% for the three and nine  month
     periods  ended  March  31,  1997, respectively,  compared  to  an
     effective  income tax rate of 32.8% and 38.0%, respectively,  for
     the  same  periods of fiscal year 1996.  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  $4.4 million and $4.8 million in the  nine  months
     ended  March  31, 1997 and 1996, respectively. Cash generated  in
     the  nine  months ended March 31, 1997 was primarily attributable
     to  net  loss  of $1.6 million adjusted for non-cash depreciation
     and  amortization charges of approximately $4.1 million, as  well
     as  other  working capital changes.  Cash generated in  the  nine
     months  ended  March 31, 1996 was primarily attributable  to  net
     income  of  approximately  $2.8  million  adjusted  for  non-cash
     depreciation  and  amortization  charges  of  approximately  $3.6
     million,  as well as other working capital changes.   During  the
     nine   months  ended  March  31,  1997,  the  Company  has   paid
     approximately  $564,000,  $326,000, $227,000,  and  $118,000  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
     $1.9 million and $13.6 million in the nine months ended March 31,
     1997  and 1996, respectively.  Cash used in the nine months ended
     March  31, 1997 was primarily attributable to approximately  $2.2
     million  used  for the purchase of property and equipment.   Cash
     used  in  the  nine  months ended March 31,  1996  was  primarily
     attributable  to  approximately $9.1 million in  expenditures  in
     connection  with the Citation Acquisition and approximately  $4.4
     million used for the purchase of property and equipment.
  
     The Company  used  cash  for and generated  cash  from  financing
     activities of approximately $2.0 million and $10.3 million in the
     nine  months  ended March 31, 1997 and 1996, respectively.   Cash
     used  in  the  nine  months ended March 31,  1997  was  primarily
     attributable to approximately $2.0 million in repayments of  debt
     and  capital lease obligations, net of borrowings under the long-
     term revolving line of credit.  Cash generated in the nine months
     ended  March 31, 1996 was primarily attributable to $10.2 million
     in  net  long-term borrowings of which $10.0 million was used  to
     finance the Citation Acquisition.
  
     As of  March  31, 1997 the Company had total debt outstanding  of
     approximately $20.0 million, consisting primarily of $6.7 million
     outstanding  under  the  Company's long-term  revolving  line  of
     credit,  $10.1  million  of debt issued in  connection  with  the
     Citation  Acquisition and $3.2 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  related  accrued
     interest are payable in June 1997.  The
</PAGE>
<PAGE> 13
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
     
     provisions of the subordinated notes between the Company and  the
     seller  of  the  Citation Companies required payment  of  accrued
     interest through September 30, 1996 as of that date.  The Company
     elected  to  defer  any payment of interest on  that  date.   Any
     unpaid  interest  is  due  in June 1997 along  with  the  related
     subordinated notes.
     
     As  of June 30, 1996, the Company was in non-compliance with  the
     profitability  and working capital convenants  of  its  revolving
     line  of credit agreement with the Bank.  The Company obtained  a
     waiver  with respect to such convenants from the Bank as of  that
     date,  and  an  amendment of its working capital limits  for  the
     remaining  term of the agreement.  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.  As
     of March 31 and April 30, 1997, the Company was in non-compliance
     with the tangible effective net worth and liabilities to tangible
     effective net worth ratios and the profitability covenants of its
     revolving  line of credit with the Bank.  The Company obtained  a
     waiver  with respect to such covenants from the Bank as  of  each
     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  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.
  
     A  substantial  portion  of the Company's  debt  obligations  and
     accrued  interest is due in June 1997.  The Company is  currently
     negotiating with lenders to restructure all or a portion  of  its
     debt   obligations.   There  can  be  no  assurance   that   such
     negotiations will be successful or that the Company will be  able
     to  restructure its debt obligation on terms satisfactory to  the
     Company,  or  at  all.  To the extent the Company  is  unable  to
     restructure  its indebtedness, its business, financial  condition
     and results of operations could be materially adversely affected.
  
   Capital Resources
  
    During   the  nine  months  ended  March  31,  1997,  the  Company
     purchased  approximately $2.2 million of property  and  equipment
     which   was   funded  through  cash  generated  from  operations.
     Management   expects  the  Company's  level  of  future   capital
     expenditures  to remain at levels consistent with  the  Company's
     operational projections mitigated by the redeployment of selected
     capital  equipment  from  the closed  Costa  Mesa  PCB  division.
     Excluding   the   financial  impact   of   any   acquisition   or
     establishment  of  new facilities, the Company expects  to  incur
     capital  expenditures of approximately $500,000 in the  remaining
     three months of fiscal year 1997.
</PAGE>
<PAGE> 14

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
  
   Inflation
  
     The Company  recognizes that inflationary pressures may  have  an
     adverse  effect  on  its operations through increased  production
     costs.   The Company attempts to minimize the effect of inflation
     through  productivity improvements, as well  as  price  increases
     that  assist  in maintaining reasonable profit margins.  Although
     the  Company  believes  that  the  impact  of  inflation  on  its
     operating results has been moderate in recent years, there can be
     no  assurance that, in the future, it could not have  a  material
     adverse effect on the Company's business, financial condition and
     results of operations.
  
   Seasonality
  
     The Company  believes  that its net sales have  not  historically
     been subject to significant seasonal fluctuations.
  
  Factors That May Affect Future Results
  
   Dependence on Electronics Industry
  
     The  Company's   principal  customers  are   original   equipment
     manufacturers  (OEM)  and  contract  manufacturers  in  the  data
     communications,   telecommunications,   computer   and   computer
     peripherals, industrial and medical industries.   These  industry
     segments,   and  the  electronics  industry  as  a   whole,   are
     characterized  by intense competition, relatively short  product-
     life  cycles and significant fluctuations in product demand.   In
     addition, the electronics industry is generally subject to  rapid
     technological change and product obsolescence. Discontinuance  or
     modifications  of products containing components manufactured  by
     the  Company  could  adversely  affect  the  Company's  business,
     financial condition and results of operations.  In addition,  the
     electronics industry has in the past experienced, and  is  likely
     in  the  future to experience, recessionary periods.  A recession
     or  any other event leading to excess capacity in the electronics
     industry would likely result in intensified price competition and
     a  decrease  in unit volume, both of which would have a  material
     adverse effect on the Company's business, financial condition and
     results of operations.
  
   Fluctuations in Quarterly Operating Results
  
     The  Company's  quarterly operating results have varied  and  may
     continue  to fluctuate significantly.  At times in the past,  the
     Company's net sales and net income have decreased from the  prior
     quarter.  Operating results are affected by a number of  factors,
     including  timing  and  volume of orders from  and  shipments  to
     customers relative to the Company's manufacturing capacity, level
     of  product  and price competition, product mix,  the  number  of
     working  days  in  a  particular  quarter  and  general  economic
     factors.   In  recent  years, the Company's  gross  margins  have
     varied  primarily  as  a result of capacity utilization,  product
     mix,  start-up costs in its two new divisions, lead times, volume
     levels,  complexity of customer orders, and the costs  associated
     with  non-recurring charges.  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.
</PAGE>
<PAGE> 15

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
   
   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 orders by a customer or group of customers could have a
     material  adverse  effect  on the Company's  business,  financial
     condition  and  results  of  operations.   Because  the   Company
     operates with virtually no backlog, net sales for any quarter are
     substantially dependent on orders booked in that quarter and  net
     sales  for  any  future  quarter are  not  predictable  with  any
     significant  degree of certainty.  The Company's  expense  levels
     are  relatively fixed and are based, in part, on expectations  of
     future  net  sales. Consequently, if net sales levels  are  below
     expectations,  the  Company's business, financial  condition  and
     results of operations are likely to be adversely affected.
   
   Competition
   
     The  electronic interconnect industry is characterized by intense
     competition.   The Company faces significant competition  in  its
     quick-turn,  PCB  and flexible circuits product  lines  primarily
     from  a number of regional privately-held manufacturers.  As  the
     Company  increasingly  expands its  volume  production  of  PCBs,
     backplane  assemblies and flexible circuits, it will continue  to
     face  much  larger  competitors.  Many of these competitors  have
     significantly   greater   financial,  technical   and   marketing
     resources,  greater  name  recognition  and  a  larger  installed
     customer  base than the Company.  In addition, these  competitors
     may  have  the ability to respond more quickly to new or emerging
     technologies  and may adapt more quickly to changes  in  customer
     requirements and may devote greater resources to the development,
     promotion and sale of their products than the Company.
   
     The  Company believes that when it competes in the standard lead-
     time  volume  production  of  its  PCB,  backplane  and  flexible
     circuits  products, it encounters greater price sensitivity  from
     current  and 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
</PAGE>
<PAGE> 16
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
     
     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.
  
   Substantial Leverage and Ability to Service Debt
  
     The Company had outstanding indebtedness as of March 31, 1997, of
     approximately $20.0 million, consisting primarily of $6.7 million
     outstanding  under  the  Company's long-term  revolving  line  of
     credit,  $10.1  million  of debt issued in  connection  with  the
     Citation  Acquisition and $3.2 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%. 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
     related accrued interest are payable in June 1997. The provisions
     of  the subordinated notes between the Company and the seller  of
     the  Citation  Companies  required payment  of  accrued  interest
     through  September 30, 1996 as of that date.  The Company elected
     to  defer  any payment of interest as of that date.   Any  unpaid
     interest  is due in June 1997 along with the related subordinated
     notes.
  
     As   a   result,   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
</PAGE>
<PAGE> 17
     
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (continued)
     
     capital.   There can be no assurance that any of these strategies
     could  be effected on satisfactory terms, if at all, particularly
     in  light  of  the  Company's high levels  of  indebtedness.   In
     addition, the degree to which the Company is leveraged could have
     significant  consequences, including, but  not  limited  to,  the
     following:   (i)  the  Company's  ability  to  obtain  additional
     financing   in   the   future   for  working   capital,   capital
     expenditures,  and  other  general  corporate  purposes  may   be
     materially limited or impaired, (ii) a substantial portion of the
     Company's  cash flow from operations may need to be dedicated  to
     the  payment  of  principal and interest on its indebtedness  and
     therefore,  not available to finance the Company's  business  and
     (iii)  the  Company's high degree of leverage may  make  it  more
     vulnerable  to  economic  downturns, may  limit  its  ability  to
     withstand competitive pressures and may reduce its flexibility in
     responding to changing business and economic conditions.
</PAGE>
<PAGE> 18
                    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 March 31, 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 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  March  31,  1997,  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.

     During  the  quarter ended March 31, 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 on March 13, 1997 in the Superior Court  of  the
     State of California, Santa Clara County, with the Company seeking
     damages  in  excess  of  approximately $992,000,  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.  During the quarter ended March  31,  1997,  the
     Company  recorded  a charge of approximately  $1,500,000  to  its
     operations related to this lawsuit.
</PAGE>
<PAGE> 19
     
Item 4:  Submission of Matters to a Vote of Security Holders
  
     The  Annual Meeting of Stockholders of Sigma Circuits,  Inc.  was
     held on February 13, 1997.
     
     The  matters  voted  upon  at  the  meeting  and  the  voting  of
     stockholders with respect thereto are as follows:
     
     1. The  election of Thomas J. Bernard and William J. Boyle to the
        Board  of  Directors  to  hold office until  the  1999  Annual
        Meeting  of  Stockholders and until his successor  is  elected
        and  has  qualified, or until such director's  earlier  death,
        resignation or removal:
     
                             For     Withheld
                                        
         Thomas J. Bernard   3,483,590   59,614
         William J. Boyle    3,484,822   58,383
     
     2. The  ratification of Deloitte & Touche LLP as the  independent
        auditors  of the Company for its fiscal year ending  June  30,
        1997:
     
        For:  3,530,852    Against:  8,882     Abstain:  3,470
     
Item 6:  Exhibits and Reports on Form 8-K

     A.   Exhibits
     
          See  Index  to  Exhibits at page 21 of this  filing  and  is
          incorporated by reference herein.
     
     B.   Reports on Form 8-K
     
          No  reports on Form 8-K were filed during the quarter  ended
          March 31, 1997.
</PAGE>
<PAGE> 20
                              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 13th day of May, 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> 21
                           INDEX OF EXHIBITS
<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> 22
                      INDEX OF EXHIBITS (Continued)
<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 March 1, 1997.
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 (Loss) 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> 23
<TABLE>
                                                                  EXHIBIT 11.1
                         SIGMA CIRCUITS, INC.
                   STATEMENTS REGARDING CALCULATION
                    OF NET INCOME (LOSS) PER SHARE
               (in thousands, except per share amounts)

                                        Three Months        Nine Months
                                        Ended               Ended
                                        March 31,           March 31,
                                        1997      1996      1997       1996
<S>                                     <C>       <C>       <C>        <C>
Net Income (Loss)                       $(1,735)  $1,120    $(1,645)   $2,835
                                                                    
Weighted Average Common Stock                                      
 Outstanding                              4,074    3,904      4,030     3,751
                                                                            
Common Stock Equivalents:                                                   
  Dilutive Effect of Stock Options           --(1)   799         --(1)    713
                                                                           
Dilutive Effect of Underwriter's                                            
 Warrant                                     --(1)   142         --(1)    123 
                                                                            
Number Of Shares Used in Computing                                          
 Per Share Information                    4,074    4,845      4,030     4,587
                                                                            
Net Income (Loss) Per Share              $ (.43)  $  .23     $ (.41)   $  .62
</TABLE>

(1)  Excludes common stock equivalents as they are anti-dilutive  for
     computing net loss per share.
</PAGE>