<PAGE>   1
 
================================================================================
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-Q
 
<TABLE>
<S>              <C>
      [X]        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 ____________
</TABLE>
 
                          COMMISSION FILE NO 001-12211
 
  
                        ECHELON INTERNATIONAL CORPORATION
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                   FLORIDA                                       59-2554218
           (State of incorporation)                           (I.R.S. Employer
                                                           Identification Number)
 
        One Progress Plaza, Suite 1500
        St. Petersburg, Florida 33701                     Telephone (813) 824-6767
   (Address of principal executive offices)           (Registrant's telephone number)
</TABLE>
 
     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 [ ]
 
     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
 
     Common stock, par value $.01 per share, 6,768,774 shares, as of May 14,
1997.
================================================================================
<PAGE>   2
 
                                    PART I.
 
                             FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
                       ECHELON INTERNATIONAL CORPORATION
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                THREE MONTHS
                                                              ENDED MARCH 31,
                                                              ----------------
                                                               1997      1996
                                                              ------    ------
                                                                (UNAUDITED)
                                                               (IN MILLIONS,
                                                              EXCEPT PER SHARE
                                                                  AMOUNTS)
<S>                                                           <C>       <C>
SALES AND REVENUES:
  Real estate operations
     Rental income..........................................   $ 2.8     $ 3.0
     Sale of development properties.........................      .3        --
     Marina and other revenues..............................     2.9       1.2
     Equity in losses of partnerships.......................     (.5)       --
  Lending and leasing operations
     Interest income........................................     2.5       4.1
     Earned income on finance leases........................      .7        .7
     Other..................................................     1.6        .7
                                                               -----     -----
                                                                10.3       9.7
                                                               -----     -----
OPERATING EXPENSES:
  Real estate operations....................................     4.0       2.3
  Cost of development properties sold.......................      .3        --
  Depreciation..............................................     1.2       1.4
  Interest expense:
     Former parent advances.................................      --       4.7
     Long-term debt.........................................     2.7        .6
  Allocated administrative expenses of former parent........      --        .2
  Marketing and other administrative........................     2.8       1.1
  Other (income) expenses, net..............................    (6.4)       .9
                                                               -----     -----
                                                                 4.6      11.2
                                                               -----     -----
INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM....     5.7      (1.5)
INCOME TAX EXPENSE (BENEFIT)................................     1.0       (.7)
                                                               -----     -----
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM.................     4.7       (.8)
EXTRAORDINARY ITEM:
  Loss on extinguishment of debt, net of income tax benefit
     of $.5 million.........................................     (.8)       --
                                                               -----     -----
NET INCOME (LOSS)...........................................   $ 3.9     $ (.8)
                                                               =====     =====
  Average shares of common stock outstanding................     6.8       6.5
  Per share data:
     Net income (loss) before extraordinary item............   $ .69     $(.12)
     Extraordinary item.....................................    (.12)       --
                                                               -----     -----
          Net income (loss) per common share................   $ .57     $(.12)
                                                               =====     =====
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                        1
<PAGE>   3
 
                       ECHELON INTERNATIONAL CORPORATION
 
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                               MARCH 31,    DECEMBER 31,
                                                                 1997           1996
                                                              -----------   ------------
                                                                    (IN MILLIONS)
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
                         ASSETS
LEASES, LOANS, PROPERTY & OTHER INVESTMENTS:
  Leases and loans receivable, net..........................    $188.1         $190.6
  Property, net.............................................     130.2          130.1
  Investments in and advances to unconsolidated
     affiliates.............................................      35.0           32.5
                                                                ------         ------
                                                                 353.3          353.2
                                                                ------         ------
ASSETS HELD FOR SALE........................................      24.7           29.4
                                                                ------         ------
CURRENT ASSETS:
  Cash and equivalents......................................      23.6           63.3
  Marketable securities.....................................      39.4             --
  Accounts receivable, net..................................        .6            1.1
  Current portion of leases and loans receivable............      40.8           75.9
  Inventories, at cost......................................       2.8            3.1
  Other.....................................................        .6             .7
                                                                ------         ------
                                                                 107.8          144.1
                                                                ------         ------
OTHER NON-CURRENT ASSETS....................................       2.7            4.3
                                                                ------         ------
          Total assets......................................    $488.5         $531.0
                                                                ======         ======
 
             LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and other liabilities....................    $ 13.6         $ 15.7
  Income taxes payable......................................       2.4             .1
  Accounts and interest payable to former parent............        --             .8
  Current portion of long-term debt and note payable to
     former parent..........................................      34.3           75.6
                                                                ------         ------
          Total current liabilities.........................      50.3           92.2
LONG-TERM DEBT..............................................      72.0           73.8
DEFERRED INCOME TAXES.......................................     161.0          163.3
OTHER LIABILITIES...........................................        .3             .3
                                                                ------         ------
          Total liabilities.................................     283.6          329.6
                                                                ------         ------
STOCKHOLDERS' EQUITY
  Preferred stock, $.01 par value, 10,000,000 shares
     authorized, none issued................................        --             --
  Common stock, $.01 par value, 25,000,000 shares
     authorized, 6,764,405 outstanding......................        .1             .1
  Additional paid in capital................................     279.4          279.4
  Retained deficit..........................................     (74.2)         (78.1)
  Unrealized gain (loss)....................................       (.4)            --
                                                                ------         ------
          Total stockholders' equity........................     204.9          201.4
                                                                ------         ------
          Total liabilities and stockholders' equity........    $488.5         $531.0
                                                                ======         ======
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                        2
<PAGE>   4
 
                       ECHELON INTERNATIONAL CORPORATION
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                               THREE MONTHS
                                                              ENDED MARCH 31,
                                                              ---------------
                                                               1997     1996
                                                              ------   ------
                                                               (IN MILLIONS)
                                                                (UNAUDITED)
<S>                                                           <C>      <C>
OPERATING ACTIVITIES:
  Net income (loss) before extraordinary item...............  $  4.7   $  (.8)
  Adjustment for noncash items:
     Depreciation and amortization..........................     1.5      1.5
     Deferred income taxes..................................    (2.1)    (2.4)
     Amortization of investment tax credits.................     (.1)     (.1)
     Amortization of lease income...........................     (.1)     (.2)
     (Gain) loss on sale of assets..........................    (4.2)      .1
     Equity in (income) of unconsolidated affiliates, net...    (1.1)     (.7)
     Changes in working capital:
       Accounts payable and other liabilities...............    (2.9)    (3.4)
       Income taxes receivable/payable......................     2.8    (12.0)
       Other working capital changes........................      .9       .2
     Other operating activities.............................      .1      (.3)
                                                              ------   ------
                                                                 (.5)   (18.1)
                                                              ------   ------
INVESTING ACTIVITIES:
  Purchase of marketable securities.........................   (40.0)      --
  Proceeds from sale or collection of leases and loans......    43.5      7.8
  Real estate property additions............................    (1.5)    (1.0)
  Proceeds from sale of real estate properties..............      .4       .1
  Distributions from unconsolidated affiliates, net of
     investments............................................     1.9      1.0
                                                              ------   ------
                                                                 4.3      7.9
                                                              ------   ------
FINANCING ACTIVITIES:
  Repayment of long-term debt...............................   (43.5)   (10.2)
  Decrease in due to former parent..........................      --     20.1
                                                              ------   ------
                                                               (43.5)     9.9
                                                              ------   ------
Net increase (decrease) in cash and equivalents.............   (39.7)     (.3)
Beginning cash and equivalents..............................    63.3       .4
                                                              ------   ------
Ending cash and equivalents.................................  $ 23.6   $   .1
                                                              ======   ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest..................................................  $  2.0   $  8.6
  Income taxes (net of refunds).............................      .3     12.4
                                                              ======   ======
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                        3
<PAGE>   5
 
                       ECHELON INTERNATIONAL CORPORATION
 
                         NOTES TO FINANCIAL STATEMENTS
 
1.  In the opinion of management, the accompanying financial statements include
all adjustments deemed necessary to summarize fairly and reflect the financial
position and results of operations of Echelon International Corporation (the
"Company") for the interim periods presented. Results for the first quarter are
not necessarily indicative of results for the full year. These financial
statements should be read in conjunction with the financial statements and notes
thereto in the Company's Annual Report on Form 10-K for the year ended December
31, 1996.
 
2.  INVESTMENTS IN MARKETABLE SECURITIES
 
     During the first quarter of 1997, the Company invested in marketable
securities which are classified as available-for-sale, except for debt
securities with a maturity of three months or less, which are classified as cash
equivalents. The available-for-sale marketable securities are available to
support current operations or to take advantage of other investment
opportunities. These securities are stated at fair value based upon market
quotes. Unrealized gains and losses, net of tax, are computed on the basis of
specific identification and are included as a separate component of
stockholders' equity. Dividend and interest income are recognized when earned.
Realized gains and losses are included in earnings and are derived using the
specific identification method for determining the cost of securities sold.
 
     Following is a summary of available-for-sale securities as of March 31,
1997:
 
<TABLE>
<CAPTION>
                                                   AMORTIZED   UNREALIZED   UNREALIZED   FAIR
                                                     COST         GAIN         LOSS      VALUE
                                                   ---------   ----------   ----------   -----
                                                                  (IN MILLIONS)
<S>                                                <C>         <C>          <C>          <C>
U.S. Government Obligations......................    $16.7        $--         $(0.1)     $16.6
Municipal Bonds..................................      0.8         --                      0.8
Corporate Debt Securities........................      7.5         --          (0.1)       7.4
                                                     -----                    -----      -----
                                                      25.0         --          (0.2)      24.8
Equity Securities................................     15.0         --          (0.4)      14.6
                                                     -----                    -----      -----
          Total..................................    $40.0        $--         $(0.6)     $39.4
                                                     =====        ===         =====      =====
</TABLE>
 
     The amortized cost and estimated fair value of available-for-sale debt
securities as of March 31, 1997, by expected maturity, are as follows:
 
<TABLE>
<CAPTION>
                                                              AMORTIZED   FAIR
                                                                COST      VALUE
                                                              ---------   -----
                                                                (IN MILLIONS)
<S>                                                           <C>         <C>
Due in one year or less.....................................    $15.9     $15.9
Due after one year through five years.......................      5.0       4.9
Due after five years........................................      4.1       4.0
                                                                -----     -----
          Total.............................................    $25.0     $24.8
                                                                =====     =====
</TABLE>
 
                                        4
<PAGE>   6
 
                       ECHELON INTERNATIONAL CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
3.  LONG-TERM DEBT AND EXTRAORDINARY ITEM
 
     Long-term debt outstanding is as follows:
 
<TABLE>
<CAPTION>
                                                                      MARCH 31,   DECEMBER 31,
                                                    INTEREST RATE       1997          1996
                                                    -------------     ---------   ------------
                                                                       (DOLLARS IN MILLIONS)
<S>                                                 <C>               <C>         <C>
Salomon Brothers Realty Corp. ....................       8.39%(a)      $ 64.6        $ 95.7
Former Parent.....................................       8.39%(a)        22.9          32.9
Delayed equity obligation on finance lease........      10.00%           18.2          20.2
Other.............................................       8.50%(a)         0.6           0.6
                                                                       ------        ------
                                                                        106.3         149.4
Less: current portion of long-term debt...........                       34.3          75.6
                                                                       ------        ------
                                                                       $ 72.0        $ 73.8
                                                                       ======        ======
</TABLE>
 
---------------
 
(a) Interest rate at March 31, 1997
 
     On January 9, 1997, the Company received an accelerated repayment of $35.5
million (including accrued interest) on a collateralized real estate loan
receivable and, as required by the loan agreement with Salomon Brothers Realty
Corporation ("Salomon Brothers"), used the proceeds to repay $31.0 million to
Salomon Brothers. The early payoff resulted in an approximately $1.3 million
pre-tax write-off of debt issuance costs and was classified as a $.8 million
after-tax extraordinary loss in the statement of operations. The excess proceeds
of approximately $4.5 million together with cash from other asset sales were
used to repay $10.0 million on January 13, 1997 to the Company's former parent.
 
4.  COMMITMENTS AND CONTINGENCIES
 
     The Company is subject to regulation with respect to the environmental
effects of its operations. The Company's disposal of hazardous waste through
third party vendors may result in costs to clean up facilities found to be
contaminated. Federal and state statutes authorize governmental agencies to
compel responsible parties to clean up certain abandoned or uncontrolled
hazardous waste sites. The Company has been notified by the Environmental
Protection Agency that a former subsidiary is or could be a potentially
responsible party at one site. Liability for cleanup costs of this site is joint
and several. Based upon information currently available, the Company believes
that its liability for cleanup of this site will not be material and does not
believe that it will be required to pay a significantly disproportionate share
of the total cleanup costs. In addition, the Company may also be responsible for
additional environmental cleanup at other sites. Based on information currently
available to the Company, the Company estimates that its proportionate share of
liability for cleaning up all sites ranges from $0.1 million to $1.0 million,
and it has reserved $0.5 million for potential costs that management estimates
to be probable. Management currently believes that the ultimate outcome of these
matters will not have a material adverse effect upon the Company's results of
operations, financial condition or liquidity.
 
     Through a previous partnership, the Company remains contingently liable for
first mortgage bonds issued to residents of the life care communities owned by
the former partnership. The contingent liability reduces over time as those who
were residents at the time of the sale of the Company's interest discontinue
their residency. If the current owners fail to perform their obligations and if
the partnership assets, consisting primarily of land and buildings, were
worthless, the Company could be liable for an additional $30.0 million as of
March 31, 1997. The Company considers the incurrence of this liability to be
remote based on asset values and the indemnification agreement from the current
owners to the Company.
 
     During 1996 the Company signed commitments to provide capital contributions
of $15.0 million to affordable housing tax credit limited partnerships. The
Company funded $6.5 million of this amount as of
 
                                        5
<PAGE>   7
 
                       ECHELON INTERNATIONAL CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
March 31, 1997 and currently expects to complete funding by late 1998. The
Company intends to commit to invest in an additional $10 million of housing tax
credit limited partnership interests.
 
5.  CONDENSED STATEMENTS OF INCOME OF UNCONSOLIDATED ENTITY
 
     The unaudited condensed statements of income of Progress Potomac Capital
Ventures, a 50/50 joint venture between the Company and Potomac Capital
Corporation, for the quarters ended March 31, 1997 and 1996 are presented below.
Amounts reflect 100% of the joint venture's results of operations. The Company
accounts for the joint venture by the equity method.
 
<TABLE>
<CAPTION>
                                                               QUARTER ENDED
                                                                 MARCH 31,
                                                              ---------------
                                                               1997     1996
                                                              ------   ------
                                                                  (000'S)
<S>                                                           <C>      <C>
REVENUES:
  Finance lease revenue.....................................  $1,114   $1,260
  Rental income.............................................     199      199
  Interest income...........................................     148       35
                                                              ------   ------
                                                               1,461    1,494
                                                              ------   ------
EXPENSES:
  Administration fee........................................      15       15
  Depreciation..............................................     111      111
                                                              ------   ------
                                                                 126      126
                                                              ------   ------
          NET INCOME........................................  $1,335   $1,368
                                                              ======   ======
</TABLE>
 
6.  EFFECTIVE INCOME TAX RATE
 
     The Company's effective income tax rate differs from the statutory income
tax rate primarily due to tax credits related to the Company's investment in
housing tax credit limited partnerships, amortization of investment tax credits
related to the Company's leveraged lease portfolio, and differences in rates
between previous and currently deferred taxes.
 
7.  RECENTLY ADOPTED ACCOUNTING STANDARDS
 
     In February 1997, the Financial Accounting Standards Board ("FASB") issued
Financial Accounting Standard ("FAS") No. 128, "Earnings per Share" ("EPS"). It
replaces the standards for computing EPS under Accounting Principles Board
Opinion No. 15, "Earnings per Share," and makes the computations comparable to
international EPS standards. The Company will be required to adopt this standard
for financial statements issued for the three and twelve-month periods ending
December 31, 1997. FAS No. 128 is not expected to have a material impact on EPS.
 
     Also in February 1997, the FASB issued FAS No. 129, "Disclosure of
Information about Capital Structure," which designates certain disclosure
requirements for public and nonpublic entities. The Company currently discloses
the information required by FAS No. 129. Accordingly, FAS No. 129 will not have
any effect on the Company's financial statements.
 
                                        6
<PAGE>   8
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
OVERVIEW
 
     The Company is a real estate and financial services company with operations
in two business segments: (i) development, ownership, and management of
commercial and multi-family residential real estate (the "Real Estate Business")
and (ii) collateralized financing of commercial real estate and aircraft, and
leasing of aircraft and other assets (the "Lending and Leasing Business").
 
     Prior to December 18, 1996 ("Distribution Date"), the Company operated as a
wholly-owned subsidiary of Florida Progress Corporation ("Florida Progress").
Effective on the Distribution Date, Florida Progress distributed the Company's
stock to Florida Progress shareholders (one share of the Company for each
fifteen shares of Florida Progress) as a tax-free dividend (the "Distribution").
The Distribution established the Company as a publicly held corporation separate
from Florida Progress. In connection with the Distribution, the Company
identified certain non-strategic assets to be disposed of within two years.
 
     In contrast to the orderly liquidation strategy pursued by Florida Progress
prior to when the Distribution was approved, the Company is currently pursuing a
business plan designed to: (1) grow the Real Estate Business and accelerate the
disposal of certain non-strategic assets, (2) maximize the value of the
remaining assets, and (3) achieve profitability.
 
     The timing and results of sales of non-strategic assets achieved in the
first quarter of 1997 are not necessarily indicative of future results.
 
RESULTS OF OPERATIONS
 
     Net income for the first quarter of 1997 was $3.9 million, or $.57 per
share, compared to a net loss of $(.8) million, or $(.12) per share, for the
same period in 1996. Included in 1997 first quarter net income was a $1.4
million after-tax effect from the sale of the Company's interest in a previously
written-off oil rig lease. The Company received $1.3 million which had an
after-tax effect of $.8 million, but also realized a $.6 million tax benefit on
the reversal of excess deferred taxes related to the sale of the Company's
interest in the oil rig lease. Also during the quarter, the Company sold a loan
receivable at par and used the proceeds to pay down debt. As a result, the
Company recorded a previously deferred gain of approximately $4.1 million which
had an after-tax effect of about $2.5 million. However, the Company also
recorded an after-tax extraordinary loss of $(.8) million on the write-off of
$1.3 million of financing costs related to the early extinguishment of debt.
 
REVENUES
 
     Sales and revenues for the first quarter of 1997 increased to $10.3
million, up $.6 million over the same period in 1996 primarily due to a $1.7
million increase in marina and other revenues which benefitted from a more
favorable market for boat sales. Other lending and leasing operations income
increased $.9 million due to the gain on sale of an asset in a partnership in
which Echelon has approximately a 26% interest. Interest income for the first
quarter of 1997 declined $1.6 million compared to 1996 due to loan payoffs and
sales. Equity in losses of partnerships reduced first quarter 1997 revenue by
$.5 million compared to 1996 as a result of the Company recording its share of
losses in housing tax credit limited partnerships.
 
OPERATING EXPENSES
 
     Operating expenses for the quarter ended March 31, 1997 decreased by $6.6
million compared to the same period in 1996 primarily due to the increase of
$7.3 million in other income discussed below. Real estate operations expenses
increased by $1.7 million reflecting the cost of sales associated with the
increased marina and other revenues discussed above. Interest expense decreased
by $2.6 million due to the reduction of debt resulting from using cash proceeds
from asset sales and equity contributions from the Company's former parent in
connection with the Company's spin-off from its parent in December, 1996.
Marketing and other administrative expenses increased $1.7 million due primarily
to increased expenses related to the hiring of additional staff and the full
year accrual of management incentive and long-term incentive compensation as a
result of the Company achieving in the first quarter of 1997 its annual 1997
goals. The increase in other income of $7.3
 
                                        7
<PAGE>   9
 
million primarily reflected the following: $4.1 million related to a previously
deferred gain on a loan receivable that was sold at par in January 1997, $1.3
million related to the sale of the Company's interest in a previously
written-off oil rig lease, and $.7 million of investment income.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company's sources of liquidity are expected to come from the continued
maturity and collection of the Company's loan portfolio, proceeds from the sale
of certain non-strategic assets, operating cash flow, existing cash and
marketable securities, and with respect to future real estate development, from
project-based financings.
 
     Cash flow from investing activities was $4.3 million for the first quarter
of 1997. Proceeds from the sale or collection of leases and loans were $43.5
million, including $35.2 million from the sale of a loan receivable at par.
Purchases of marketable securities, including debt securities with maturities
greater than three months, were $40.0 million.
 
     Capital expenditures, reported as real estate additions, were $1.5 million
and were primarily for office tenant construction improvements and land
development infrastructure improvements. Distributions from unconsolidated
affiliates, including $4.2 million from a partnership that sold substantially
all of its assets, were $6.1 million and are reported net of investments in
housing tax credit limited partnerships of $4.2 million.
 
     Repayment of long-term debt was $43.5 million including $31.1 million on
the Salomon Brothers loan and $10.0 million on the debt to the Company's former
parent.
 
OUTLOOK
 
     The Company is continuing its primary strategy of building on its base of
real estate holdings. The Company is on schedule with site work on two
multi-family housing projects which total approximately 689 apartments located
in the Gateway area of St. Petersburg. The Company expects to begin construction
on its 9th Street property by mid-summer of 1997 and on its Carillon property by
the fourth quarter of 1997. The Company has submitted an application to the
State of Florida for housing tax credits on its 4th street property which is
planned for 228 apartments. In addition, the Company is studying the feasibility
of constructing a commercial office building at Carillon, working closely with
an architectural firm on the proposed project.
 
     The Company is continuing to update its long-term strategic plan and
expects to complete this process by the end of summer of 1997. Some of the
general conclusions reached so far are:
 
          (1) The Company's real estate strategy will probably evolve to a build
     and hold strategy for certain core assets and a hold and eventual sale for
     other holdings.
 
          (2) The Company's balance sheet can support a substantially greater
     asset and debt base. Aggressive growth of our balance sheet will be a key
     element of the Company's strategic plan.
 
          (3) Real estate services will probably be a significant part of the
     Company's growth strategy, and
 
          (4) The Company's growth strategy will emphasize profitability as well
     as cash flow.
 
           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
     Certain statements contained herein regarding matters that are not
historical facts are forward-looking statements, including certain statements
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," including but not limited to statements concerning
Echelon's strategies, generally, Echelon's expected sources of funds, and
Echelon's expected uses of funds, including its expected capital expenditures
and anticipated dates by which certain real estate development activities are
accomplished. Because such statements involve risks and uncertainties, actual
strategies and the timing and expected results thereof may differ materially
from those expressed or implied by such forward-looking statements. For a
discussion of certain factors which could affect such actual results, see
"Cautionary Statement Regarding Forward-Looking Statements" in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.
 
                                        8
<PAGE>   10
 
                                    PART II.
 
                               OTHER INFORMATION
 
ITEM 5.  OTHER INFORMATION.
 
     Echelon International Corporation issued a news release dated May 12, 1997,
announcing 1997 first quarter financial results. A copy of the news release is
being filed as Exhibit 99.
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
 
  (a) Exhibits:
 
<TABLE>
<CAPTION>
NUMBER        EXHIBIT
------        -------
<S>      <C>  <C>
  27     --   Financial Data Schedule of Echelon International Corporation
 
  99     --   Echelon International Corporation News Release dated May 12,
              1997 regarding 1997 first quarter financial results.
</TABLE>
 
  (b) Reports on Form 8-K:
 
     None
 
                                        9
<PAGE>   11
 
                                   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.
 
<TABLE>
<S>                                           <C>
                                              ECHELON INTERNATIONAL CORPORATION
 
Date: May 15, 1997                            /s/ JAMES R. HOBBS, JR.
                                              --------------------------------------------------------
                                              James R. Hobbs, Jr.
                                              Vice President and Controller
 
Date: May 15, 1997                            /s/ LARRY J. NEWSOME
                                              --------------------------------------------------------
                                              Larry J. Newsome
                                              Senior Vice President,
                                              Chief Financial Officer,
                                              Secretary and Treasurer
</TABLE>
 
                                       10