SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

          [ ] 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 1-8191

                               PORTA SYSTEMS CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                              11-2203988
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                   575 Underhill Boulevard, Syosset, New York
                    (Address of principal executive offices)

                                     11791
                                   (Zip Code)

                                  516-364-9300
                (Company's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 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 ______

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:

Common Stock (par value $0.01) 2,191,896 shares as of August 7, 1997


                               Page 1 of 13 pages

<PAGE>

PART I.- FINANCIAL INFORMATION
Item 1- Financial Statements

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                             (Dollars in thousands)
                                                         June 30,   December 31,
                                                           1997        1996
                                                         --------    --------
                              Assets                    (Unaudited)
Current assets:
  Cash and cash equivalents                              $  4,277    $  2,584
  Accounts receivable, net                                 15,852      16,034
  Inventories                                               8,561       7,424
  Prepaid expenses                                            663         782
  Other receivable                                           --           531
                                                         --------    --------
               Total current assets                        29,353      27,355
                                                         --------    --------
   Property, plant and equipment, net                       4,935       5,422
   Deferred computer software, net                          1,122       1,676
   Goodwill, net                                           11,330      11,555
   Other assets                                             3,658       4,650
                                                         --------    --------
               Total assets                              $ 50,398    $ 50,658
                                                         ========    ========

           Liabilities and Stockholders' Deficit

Current liabilities:
   Convertible subordinated debentures                   $  2,079    $  2,096
   Zero coupon senior subordinated convertible notes       25,916        --
   Current portion of senior debt                           1,922         750
   Accounts payable                                         6,309       6,056
   Accrued expenses                                         9,047       9,004
   Accrued interest payable                                   713         583
   Accrued commissions                                      2,319       2,708
   Income taxes payable                                       780         780
   Accrued deferred compensation                            1,154       1,232
   Short-term loans                                            70          31
                                                         --------    --------
               Total current liabilities                   50,309      23,240
                                                         --------    --------

Senior debt                                                14,840      16,835
Zero coupon senior subordinated convertible notes            --        25,885
Notes payable net of current maturities                     3,084       3,084
Income taxes payable                                          719         802
Other long-term liabilities                                   485         653
Minority interest                                             849         863
                                                         --------    --------
               Total long-term liabilities                 19,977      48,122
                                                         --------    --------
Stockholders' deficit:
   Preferred stock, no par value; authorized
     1,000,000 shares, none issued                           --          --
   Common stock, par value $.01; authorized
     40,000,000 shares, issued 2,225,230 and
     2,223,861 shares at June 30, 1997
     and December 31,1996, respectively                        22          22

    Additional paid-in capital                             36,724      36,561
    Foreign currency translation adjustment                (4,216)     (4,014)
    Accumulated deficit                                   (50,045)    (50,900)
                                                         --------    --------
                                                          (17,515)    (18,331)
    Treasury stock, at cost                                (2,066)     (2,066)
    Receivable for employee stock purchases                  (307)       (307)
                                                         --------    --------
               Total stockholders' deficit                (19,688)    (20,704)
                                                         --------    --------
               Total liabilities and stockholders'
                 deficit                                 $ 50,398    $ 50,658
                                                         ========    ========

          See accompanying notes to consolidated financial statements.


                               Page 2 of 13 pages

<PAGE>

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Operations
                      (In thousands, except per share data)

                                                  Six Months Ended
                                                June 30,    June 30,
                                                  1997        1996
                                                --------    --------

Sales                                           $ 28,874    $ 26,863
Cost of sales                                     18,095      17,744
                                                --------    --------
   Gross profit                                   10,779       9,119

Selling, general and administrative expenses       5,892       6,187
Research and development expenses                  2,488       1,804
                                                --------    --------
         Total expenses                            8,380       7,991
                                                --------    --------
         Operating income                          2,399       1,128

Interest expense                                  (1,840)     (3,226)
Interest income                                       92          42
Gain on sale of assets                              --         2,264
Other income                                         202          18
                                                --------    --------
   Income before income taxes, minority
   interest and extraordinary item                   853         226

Income tax expense                                   (23)         (6)
Minority interest                                     15         233 
                                                --------    --------       
   Income before extraordinary item                  845         453

Extraordinary item                                    11       3,390
                                                --------    --------
Net income                                      $    856    $  3,843
                                                ========    ========
Per share data:

    Income before extraordinary item            $   0.14    $   0.10
    Extraordinary item                              0.00        0.80
                                                --------    --------
    Net income                                  $   0.14    $   0.90
                                                ========    ========
Weighted average shares outstanding                6,251       4,249
                                                ========    ========

     See accompanying notes to unaudited consolidated financial statements.


                               Page 3 of 13 pages

<PAGE>

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Operations
                      (In thousands, except per share data)

                                                    Three Months Ended
                                                   June 30,    June 30,
                                                     1997        1996
                                                   --------    --------
Sales                                              $ 16,394    $ 13,642
Cost of sales                                         9,629       8,861
                                                   --------    --------
   Gross profit                                       6,765       4,781

Selling, general and administrative expenses          3,305       2,775
Research and development expenses                     1,337         933
                                                   --------    --------
     Total expenses                                   4,642       3,708
                                                   --------    --------

     Operating income                                 2,123       1,073

Interest expense                                       (924)     (1,048)
Interest income                                          50          33
Gain on sale of assets                                 --         2,264
Other income                                             67         169
                                                   --------    --------
   Income before income taxes, minority interest
   and extraordinary item                             1,316       2,491

Income tax benefit (expense)                             (9)          7
Minority interest                                        60         123
                                                   --------    --------

   Income before extraordinary item                   1,247       2,621

Extraordinary item                                        3         357
                                                   --------    --------
Net income                                         $  1,250    $  2,978
                                                   ========    ========
Per share data:

   Income before extraordinary item                $   0.20    $   0.54
   Extraordinary item                                  0.00        0.07
                                                   --------    --------
     Net income                                    $   0.20    $   0.61
                                                   ========    ========

   Weighted average shares outstanding                6,288       4,854
                                                   ========    ========

     See accompanying notes to unaudited consolidated financial statements.


                               Page 4 of 13 pages

<PAGE>

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
                Unauditied Consolidated Statements of Cash Flows
                                 (In thousands)

                                                              Six Months Ended
                                                             June 30,   June 30,
                                                               1997       1996
                                                             --------   --------
Cash flows from operating activities:
     Net income                                              $   856    $ 3,843
     Adjustments to reconcile net income to              
      net cash provided by (used in)
       operating activities:
        Gain on sale of assets                                  --       (2,264)
        Extraordinary gain                                       (11)    (3,390)
        Non-cash financing expenses                              184      1,799
        Non-cash operating expenses                               13       --
        Depreciation and amortization                          1,582      2,237
        Amortization of discount on convertible
         subordinated debentures                                  20         63
        Minority interest                                         14       (233)
     Changes in assets and liabilities:
        Accounts receivable                                      182       (666)
        Inventories                                           (1,137)       802
        Prepaid expenses                                         119        (69)
        Other receivables                                         31         --
        Deferred computer software                               (13)       (38)
        Other assets                                             865       (359)
        Accounts payable, accrued expenses
         and other liabilities                                  (285)    (2,851)
                                                             -------    -------
            Net cash provided by (used in)                 
               operating activities                            2,420     (1,126)
                                                             -------    -------
     Cash flows from investing activities:
         Proceeds from disposal of assets held for sale, net     500      6,793
         Proceeds from sale of assets                           --        3,456
         Capital expenditures                                   (216)      (292)
                                                             -------    -------
              Net cash provided by investing activities          284      9,957
                                                             -------    -------
     Cash flows from financing activities:
         Proceeds from long-term debt                            299      1,330
         Repayments of long-term debt                         (1,122)    (9,959)
         (Repayments of) proceeds from notes payable
            and short term loans                                  39       (118)
                                                             -------    -------
              Net cash used in financing activities             (784)    (8,747)
                                                             -------    -------

     Effect of exchange rates on cash                           (227)      (144)
                                                             -------    -------
     Increase (decrease) in cash and cash equivalents          1,693        (60)

     Cash and equivalents - beginning of the year              2,584      1,109
                                                             -------    -------
     Cash and equivalents - end of the period                $ 4,277    $ 1,049
                                                             =======    =======
                                                                          
     Supplemental cash flow disclosures:
         Cash paid for interest expense                      $ 1,399    $ 1,391
                                                             =======    =======
         Cash paid for income taxes                          $    45    $    29
                                                             =======    =======

     See accompanying notes to unaudited consolidated financial statements.


                               Page 5 of 13 pages

<PAGE>

              NOTES TO UNAUDITIED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Management's Responsibility For Interim Financial Statements Including
        All Adjustments Necessary For Fair Presentation

     Management  acknowledges  its  responsibility  for the  preparation  of the
accompanying  interim  consolidated   financial  statements  which  reflect  all
adjustments, consisting of normal recurring adjustments, considered necessary in
its opinion for a fair statement of its consolidated  financial position and the
results of its operations for the interim periods presented.  These consolidated
financial  statements  should  be  read  in  conjunction  with  the  summary  of
significant  accounting policies and notes to consolidated  financial statements
included  in the  Company's  annual  report to  stockholders  for the year ended
December 31, 1996.  Results for the first six months of 1997 are not necessarily
indicative of results for the year.

Note 2: Inventories

     Inventories are valued at lower of cost or market.  Inventory costs at June
30, 1997 have been computed  using a standard cost system.  The  composition  of
inventories at the end of the respective periods is as follows:

                                          June 30,   December 31,
                                            1997        1996
                                        ------------ ------------
                                             (in thousands)
              Parts and components         $6,170      $4,557
              Work-in-process               1,027         515
              Finished goods                1,364       2,352
                                           ------      ------
                                           $8,561      $7,424
                                           ======      ======
                                                 
Note 3: 6% Convertible Subordinated Debentures and
        Zero Coupon Senior Subordinated Convertible Notes

     As of June 30,  1997,  the Company  had  outstanding  $2,079,000  of its 6%
Convertible Subordinated Debentures due July 1, 2002 ("the Debentures"),  net of
original issue  discount  amortized to principal over the term of the debt using
the  effective  interest  rate  method,  of  $186,000.  The face  amount  of the
outstanding Debentures was $2,265,000 at June 30, 1997.

     Interest on the  Debentures is payable on July 1 of each year. The interest
accrued  as of June 30,  1997  amounted  to  $531,000.  As of June 30,  1997 the
Company is in default under the provisions of the Debentures.

     As of June 30, 1997,  the Company had exchanged  approximately  $33,810,000
principal  amount of the  Debentures,  net of  unamortized  discount and accrued
interest   expense  for  655,900  shares  of  the  Company's  common  stock  and
$25,940,000 of Zero Coupon Senior Subordinated  Convertible Notes ("the Notes").
As of June 30, 1997,  $25,916,000 of Notes are outstanding  after the conversion
of $24,000 of principal Notes to common stock.


                               Page 6 of 13 pages

<PAGE>

Note 3: 6% Convertible Subordinated Debentures and
        Zero Coupon Senior Subordinated Convertible Notes (continued)

     The exchange of the Debentures for the Notes and common stock was accounted
for as a troubled debt  restructuring  in accordance with Statement of Financial
Accounting  Standards No. 15. Since the future  principal and interest  payments
under the Notes is less than the  carrying  value of the  Debentures,  the Notes
were recorded for the amount of the future cash payments, and not discounted. In
addition, no future interest expense will be recorded on the exchanged Notes. As
a result of the exchange, the Company recognized an extraordinary gain of $3,000
and $357,000 for the three months ended June 30, 1997 and 1996,  and $11,000 and
$3,390,000 for the six months ended June 30, 1997 and 1996, receptively.

Note 4: Senior Debt

     On June 30,  1997,  the  Company's  senior  debt under its credit  facility
consisted of $16,762,000. The credit facility is secured by substantially all of
the Company's assets. All obligations  except undrawn letters of credit,  letter
of credit  guarantees and the deferred fee notes bear interest at 12% per annum.
The Company incurs an annual fee of 2% on the average balance of undrawn letters
of credit and letter of credit guarantees outstanding.  In addition, the Company
is  obligated  to pay a monthly  facility  fee of  $50,000.  The loan  agreement
requires a minimum quarterly  amortized  payment of $250,000  commencing for the
quarter  ending June 30, 1997,  increasing  to $325,000  for the quarter  ending
March 31, 1998 and for the quarters thereafter during the term of the agreement,
as well as an additional principal payment if cash flow exceeds certain amounts.
Based on these required principal payments,  $1,922,000 has been classified as a
current liability at June 30, 1997.

     Financial  debt  covenants  include an  interest  coverage  ratio  measured
quarterly, limitations on the incurrence of indebtedness, limitations on capital
expenditures, and prohibitions on declarations of any cash or stock dividends or
the  repurchase of the Company's  stock.  As of June 30,1997,  the Company is in
compliance with the above covenants.


                               Page 7 of 13 pages

<PAGE>

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

     The  Company's  consolidated  statements  of  operations  for  the  periods
indicated below, shown as a percentage of sales, are as follows:

                                                 Six Months        Three Months
                                                Ended June 30,    Ended June 30,
                                                --------------    --------------
                                                1997     1996     1997     1996
                                                ----     ----     ----     ----
Sales                                           100%     100%     100%     100%
Cost of Sales                                    63%      66%      59%      65%
Gross Profit                                     37%      34%      41%      35%
Selling, general and administrative expenses     20%      23%      20%      20%
Research and development expenses                 9%       7%       8%       7%
   Operating income                               8%       4%      13%       8%
Interest expense - net                           (6%)    (12%)     (5%)     (8%)
Other income (expense)                            1%       8%       0%      18%
Minority interest                                 0%       1%       0%       1%
Extraordinary item                                0%      13%       0%       3%
Net income                                        3%      14%       8%      22%

     The Company's sales by product line for the periods ended June 30, 1997 and
1996 are as follows:

                                                 Six Months Ended 
                                                     June 30,
                                             ------------------------
                                             1997                1996
                                             ----                ----
                                              (Dollars in thousands)
Line connection/protection
   equipment ("Line connection")*        $13,347   46%     $12,705    47%
Operations Support Systems ("OSS")        11,302   39%      10,633    40%
Signal Processing                          3,942   14%       3,377    12%
Other                                        283    1%         148     1%
                                         -------------     --------------
                                         $28,874  100%     $26,863   100%
                                         =============     ==============       

                                                 Three Months Ended          
                                                      June 30,
                                              -------------------------
                                              1997                 1996
                                              ----                 ----
                                              (Dollars in thousands)

Line connection                          $ 6,552   40%       $ 6,908   51%
OSS                                        7,310   45%         4,733   35%
Signal Processing                          2,339   14%         1,940   14%
Other                                        193    1%            61    0%      
                                         -------------     --------------
                                         $16,394  100%       $13,642  100%
                                         =============     ==============      
                                                    
*Includes  sales of fiber optics  products of $0 and $452,000 for the six months
ended June 30, 1997 and 1996,  respectively.  There were no sales of fiber optic
products for either the three months ended June 30, 1997 or 1996.


                               Page 8 of 13 pages

<PAGE>

Results of Operations

     The Company's  sales for the six months ended June 30, 1997 compared to the
six months ended June 30, 1996  increased  $2,011,000  (7%) from  $26,863,000 in
1996 to  $28,874,000  in 1997 and sales for the  quarter  ended June 30, 1997 of
$16,394,000  increased  by  $2,752,000  (20%)  compared to  $13,642,000  for the
quarter  ended June 30,  1996.  The  increased  sales for both the six and three
months is due to higher revenue from the OSS and Signal Processing divisions.

     OSS  revenue  for the  six  and  three  months  ended  June  30,  1997  was
$11,302,000 and $7,310,000,  respectively,  compared to the six and three months
ended June 30, 1996 of $10,633,000 and $4,733,000,  respectively, an increase of
$669,000  (6%)  and  $2,577,000  (54%)  for  the six and  three  month  periods,
respectively. The increased sales relates primarily to higher revenues generated
from the installation of the OSS systems and our Korean joint venture.

     The line  connection  sales for the six months ended June 30 increased from
$12,705,000  to  $13,347,000  or $642,000 (5%) from 1996 to 1997.  Sales for the
three months ended June 30,  decreased by $356,000 (5%) from  $6,908,000 in 1996
to $6,552,000 in 1997. These fluctuations are not considered significant.

     Signal  Processing  sales for the six and three  months ended June 30, 1997
were  $3,942,000  and  $2,339,000,  respectively,  compared to the six and three
months ended June 30, 1996 of $3,377,000 and $1,940,000, an increase of $565,000
(17%) and $399,000 (21%) from 1996 to 1997, respectively.  The increased revenue
was generated from the earlier than  anticipated  completion of certain military
orders.

     Cost of sales for the six months and the quarter  ended June 30, 1997, as a
percentage of sales compared to the same periods of 1996,  decreased from 66% to
63% and from 65% to 59%,  respectively.  The  improvement  in  gross  margin  is
attributed  to  the  Company's  continuing  effort  to  increase   manufacturing
productivity  and the absorption of certain fixed expenses  associated  with the
OSS contracts.

     Selling,  general and  administration  expenses  decreased by $295,000 (5%)
from $6,187,000 to $5,892,000 for the six months ended June 30, 1997 compared to
1996. For the six months, the change is not material. For the quarter ended June
30, 1997 and 1996  selling,  general and  administration  expenses  increased by
$530,000 (19%). The increase from the 1996 to the 1997 quarter results primarily
from the Company's efforts to increase its sales and marketing  effectiveness in
order to secure future  business,  and to a lesser  extent,  higher  commissions
associated with the increased revenues for the quarter.

     Research  and  development  expenses  increased  by  $684,000  (38%) and by
$404,000  (43%)  for the six and  three  months  ended  June 30,  1997  from the
comparable  periods in 1996,  respectively.  The increased expenses results from
the  Company's  efforts to develop new  products,  primarily  related to the OSS
business.

     As a result of the above,  for the six months ended June 30, 1997  compared
to  1996,  the  Company  had  operating  income  of  $2,399,000  in 1997  versus
$1,128,000 in 1996.  The Company had an operating  income of $2,123,000  for the
quarter ended June 30, 1997 as compared to $1,073,000 for the quarter ended June
30, 1996. The Company's operating improvement for the six months and the quarter
ended June 30, 1996,  when  compared to the  comparable  periods  ended June 30,
1996, were the results of the improved gross margins and its continuing  efforts
to maintain costs and expenses at a level  appropriate with the current level of
sales.


                               Page 9 of 13 pages

<PAGE>

Results of Operations (continued)

     Interest  expense  decreased for the six months ended June 30 by $1,386,000
(43%) from  $3,226,000 in 1997 to $1,840,000 in 1997. For the quarter ended June
30,  interest  expense  decreased by $124,000  (12%) from  $1,048,000 in 1996 to
$924,000  in 1997.  This  change is  attributable  primarily  to a  decrease  in
interest  expense  related to the exchange of the Company's  Debentures  for the
Notes and common stock which occurred primarily in the first and second quarters
of 1996, and repayment of principal to the Company's senior lender. In addition,
for the six month period ended June 30, 1996,  the Company  incurred  additional
interest  expense  as a result of the  recognition  in that  period  of  certain
deferred borrowing costs related to its loans from its senior lender.

     The Company had income before  extraordinary  item of $845,000 and $453,000
for the six months ended June 30, 1997 and 1996, respectively, and income before
extraordinary  item of $1,247,000 and $2,621,000 for the three months ended June
30, 1997 and 1996,  respectively.  During the quarter  ended June 30, 1996,  the
Company  had a gain of  $2,264,000  on a sale of  assets.  If not for this gain,
there  would have been a loss before  extraordinary  item  incurred  for the six
months ended June 30, 1996 of $1,811,000  and income before  extraordinary  item
for the three months ended June 30, 1996 of $357,000.  The improvement in income
before  extraordinary  item reflects the increased gross margin coupled with the
reduction of interest expense.

     During  the six  months  ended  1997 and 1996,  respectively,  the  Company
recorded  an  $11,000  and   $3,390,000   extraordinary   gain  from  the  early
extingushment  of Debt as a result of the  exchange  of the  Debentures  for the
Notes and common  stock.  During the three  months ended June 30, 1997 and 1996,
respectively,  a $3,000 and $357,000 extraordinary gain was recorded as a result
of such conversions.

     As the  result  of the  foregoing  the  Company  generated  net  income  of
$856,000,  $0.14 per share for the six months ended June 30, 1997  compared with
net income of  $3,843,000,  $0.90 per share,  for the six months  ended June 30,
1996 and net income for the quarter ended June 30, 1997 of $1,250,000, $0.20 per
share,  compared  with  net  income  for the  quarter  ended  June  30,  1996 of
$2,978,000, $0.61 per share. The calculation of the weighted average shares, for
the period and quarter ended June 30, 1997,  assumes the conversion of the Notes
which are considered to be a common stock equivalent.


                               Page 10 of 13 pages

<PAGE>

Liquidity and Capital Resources

     The  Company had income from  continuing  operations  for the six and three
months ended June 30, 1997. These results  notwithstanding,  the Company will be
required to refinance or restructure certain existing notes payable which become
due on January 2, 1998 as  discussed  in the  following  paragraph.  This factor
continues to raise  substantial doubt about the Company's ability to continue as
a going concern. Furthermore, the unaudited consolidated financial statements do
not include any adjustments  that might result from the inability of the Company
to refinance or restructure such notes.

     At June 30, 1997 the Company had cash and cash  equivalents  of  $4,277,000
compared with  $2,584,000 at December 31, 1996.  The Company's  working  capital
deficit  at June 30,  1997 was  $20,956,000,  compared  to  working  capital  of
$4,115,000  at December 31, 1996.  At June 30, 1997,  $25,916,000  of the Notes,
which are due on January 2, 1998, are classified as current liabilities. At June
30, 1997 the Company  does not have  sufficient  resources to pay the Notes when
they  mature  and it is  likely  that it  cannot  generate  such  cash  from its
operations  or from its  existing  credit  facilities.  Although  the Company is
seeking to refinance or restructure the Notes, no assurance can be given that it
will be  successful in these  efforts.  If the Company is unable to refinance or
restructure  the Notes or the holders of the Notes do not convert  such Notes to
common stock, the Company's liquidity may be severely impaired and the Company's
business may be materially and adversely affected.

     At June 30, 1997, the Company's  senior debt to its senior secured  lender,
Foothill Capital Corporation ("Foothill"), consisted of a credit facility in the
amount of $16,762,000 of which approximately $15,915,000 and $847,000 relates to
the term loan and the  revolving  line of credit,  respectively.  The  agreement
provides for (i) the repayment of loan  principal of $750,000 in 1997,  (ii) the
repayment of loan principal of $325,000 each quarter  commencing  March 31, 1998
and  thereafter  during  the term of the  agreement,  (iii) the  Company  to pay
additional  principal  payments  if certain  "adjusted  cash flow  amounts",  as
defined,  exceed certain amounts, and (iv) the Company to pay a monthly facility
fee of $50,000.  For the quarter  ended June 30, 1997 the  additional  principal
payment based upon the "adjusted cash flow" amounts to $522,000.  As of June 30,
1997, the Company's  availability under its $2,000,000  revolving line of credit
is approximately $1,153,000.

     As of June 30, 1997,  the Company had remaining  outstanding  $2,079,000 of
the Debentures,  net of original issue discounts amortized to principal over the
term of the debt using the effective interest rate method, of $186,000. The face
amount of the outstanding Debentures was $2,265,000.  Interest on the Debentures
is payable  on July 1 of each year.  The  interest  accrued as of June 30,  1997
amounted to  $531,000.  As of June 30, 1997 the Company is in default  under the
provisions of the  Debentures.  Accordingly,  such debt has been classified as a
current liability at June 30, 1997.


                               Page 11 of 13 pages

<PAGE>

PART II- OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.

     The  Company's  1997 Annual  Meeting of  Stockholders  was held on July 31,
1997. At the annual meeting,  the  stockholders (i) reelected its present board,
consisting of Messrs.  William V. Carney,  Seymour  Joffe,  Michael A. Tancredi,
Howard D. Brous,  Warren H. Esanu,  Herbert H. Feldman,  Stanley  Kreitman,  and
Robert Schreiber (ii) approved an amendment to the 1996 Stock Option Plan which,
among other  things,  increases  the number of shares of Common Stock subject to
such plan from 100,000  shares to 450,000  shares (iii) approved an amendment to
its  certificate  of  incorporation  to change the  authorized  capital stock by
decreasing  the number of  authorized  shares of common  stock  from  40,000,000
shares to 20,000,000  shares and (iv) ratified the  appointment  of BDO Seidman,
LLP as independent auditors for the year ended December 31, 1997.

     Each director received at least 1,777,194 votes for his election. Set forth
below is the vote on the other matters approved at the meeting.

                                                 Votes                   Broker
      Matter                      Votes for     Against   Abstentions  Non-Votes
      ------                      ---------     -------   -----------  ---------
                                                   
Amendment to
 1996 Stock Option Plan           780,964      317,116       27,237      904,600

Amendment to
 Certificate of Incorporation   1,856,123      161,836       11,958

Appointment of
 Auditors                       1,988,631       34,931        6,355


                               Page 12 of 13 pages

<PAGE>

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.

                                                     PORTA SYSTEMS CORP.

         Dated August 12, 1997                    By /s/William V. Carney
                                                     --------------------
                                                     William V. Carney
                                                     Chairman of the Board

         Dated August 12, 1997                    By /s/Edward B. Kornfeld
                                                     ---------------------
                                                     Edward B. Kornfeld
                                                     Senior Vice President
                                                     and Chief Financial Officer


                               Page 13 of 13 pages