UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K/A
                                Amendment No. 1
(Mark One)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended  SEPTEMBER 28, 1996
                                       OR
[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from
                            to
Commission file number             0-11360

                              ILC TECHNOLOGY, INC.
            (Exact name of registrant as specified in its charter)
CALIFORNIA                                             94-1655721
(State or other jurisdiction of               (IRS Employer Identification No.)
  incorporation or organization)

                   399 JAVA DRIVE, SUNNYVALE, CALIFORNIA 94089
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code       (408) 745-7900
                  --------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class                Name of each exchange on
                                             which registered
               NONE

Securities registered pursuant to Section 12(g) of the Act:

                                  COMMON STOCK
                                (Title of Class)

     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 by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K. [ ]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant, based upon the closing price of the Common Stock on December 16,
1996, was approximately $50,929,417. Shares of Common Stock held by each officer
and  director and by each person who owns 5% or more of the  outstanding  Common
Stock have been  excluded in that such  persons may be deemed to be  affiliates.
This   determination  of  affiliate  status  is  not  necessarily  a  conclusive
determination  for  other  purposes.  The  number of  outstanding  shares of the
registrant's Common Stock on December 16, 1996 was 4,782,508.

     Parts of the following  documents are  incorporated  by reference into Part
III of this Annual Report and Form 10-K:  (1) Proxy  Statement for  registrant's
1996 Annual Meeting of Shareholders.



<PAGE>



                                TABLE OF CONTENTS

ITEM   DESCRIPTION                                                    PAGE

       PART I

1      Business                                                       1  - 6

2      Properties                                                     6  - 7

3      Legal Proceedings                                                7

4      Submission of Matters to a Vote of Security Holders              7


       PART II

5      Market for the Registrant's Common Equity and
       Related Stockholder Matters                                       8

6      Selected Financial Data                                           9

7      Management's Discussion and Analysis of Financial
       Condition and Results of Operations                             9 - 13

8      Financial Statements and Supplementary Data                    14 - 33
                                                                           __

9      Changes in and Disagreements with Accountants on
       Accounting and Financial Disclosure                               34
                                                                         __


       PART III

10     Directors and Executive Officers of the Registrant                34
                                                                         __

11     Executive Compensation                                            34
                                                                         __

12     Security Ownership of Certain Beneficial Owners
       and Management                                                    34
                                                                         __

13     Certain Relationships and Related Transactions                    34
                                                                         __

       PART IV

14     Exhibits, Financial Statement Schedule, and Reports
       on Form 8-K                                                       35
                                                                         __

       Signatures                                                        36
                                                                         __


                                       1
<PAGE>
 
ITEM 6.  SELECTED FINANCIAL DATA
-------  -----------------------

     The following selected  consolidated  financial data of the Company,  which
has been  reclassified  to  reflect  the  continuing  operations  of ILC and the
discontinuted  operations  of  PLI,  should  be  read in  conjunction  with  the
Consolidated Financial Statements and notes thereto and Management's  Discussion
and Analysis of Financial Condition and Results of Operations included elsewhere
herein.

                                           FISCAL YEAR ENDED
                                  (in thousands except per share data)

                            1996       1995       1994       1993       1992
                          --------   --------  --------    --------   --------

Net sales ................$ 54,206   $ 49,496   $ 44,331   $ 42,250   $ 38,727

Income from continuing
 operations ..............   4,546      4,637      3,727      4,509      4,757

Income (loss) from
 discontinued operations .  (4,239)       (99)    (3,536)       250        193

Net income ...............     307      4,538        191      4,759      4,950


Earnings (loss) per share:
 Continuing operations ...     .92        .97        .77        .91        .96
  Discontinued operations     (.86)      (.02)      (.73)       .05        .04
                            -------    -------     ------    ------    -------
     Net income per share   $  .06     $  .95      $ .04     $  .96    $  1.00



Weighted average
  shares outstanding .....   4,923      4,765      4,825      4,980      4,956

Working capital ..........$ 15,155   $ 14,618   $ 11,366   $ 17,543   $ 16,399


Total assets .............  47,844     46,726     41,312     39,703     28,645
                            ______
Total long-term debt .....   7,576      6,592      6,421      5,805      2,193

Total stockholders'

  equity .................$ 29,791   $ 28,802   $ 23,624   $ 24,565   $ 19,578









                                       2

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------  -------------------------------------------



         TABLE OF CONTENTS                                           PAGE
         -----------------                                           ----
         
        


Consolidated Balance Sheets - September 28,
  1996 and September 30, 1995                                       15 - 16

Consolidated Statements of Operations for the Three
  Fiscal Years Ended September 28, 1996                                17

Consolidated Statements of Stockholders' Equity
  for the Three Fiscal Years Ended September 28, 1996                  18

Consolidated Statements of Cash Flows for the Three
  Fiscal Years Ended September 28, 1996                              19 - 20

Notes to Consolidated Financial Statements                           21 - 30

Form 10-K Schedule                                                      31

Report of Independent Public Accountants                                32

Quarterly Results of Operations (Unaudited)                             33
___________________________________________                             __










                                       3

<PAGE>

<TABLE>


                              ILC TECHNOLOGY, INC.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995

<CAPTION>



                                     ASSETS
                                     ------



<S>                                                     <C>             <C>

                                                        1996            1995
                                                        ----            ----

Current assets:

 Cash and cash equivalents .....................     $ 1,828,807     $ 1,529,863

 Accounts receivable, less allowance
  for doubtful accounts of $312,358
  and $409,440, respectively ...................       9,494,246       8,450,977



 Receivable from long-term contracts ...........         861,427         610,122

 Inventories ...................................       8,901,528       7,533,090

 Deferred tax asset ............................       2,158,000       1,454,000

 Prepaid expenses ..............................         208,320         122,244

 Net assets from discontinued operations .......       2,178,383       6,249,401
                                                     -----------     -----------

        Total current assets ...................      25,630,711      25,949,697
                                                     -----------     -----------


Property and equipment, net ....................      21,176,431      19,560,683

Covenants-not-to-compete, net of
 accumulated amortization and
 writedown of $3,195,524 and
 $2,435,354, respectively ......................         356,641         475,521

Other assets ...................................         680,013         739,836
                                                     -----------     -----------

                                                     $47,843,796     $46,725,737
                                                     ===========     ===========
                                                     ___________

















     The accompanying notes are an integral part of these financial statements.

                                       4
</TABLE>

<PAGE>

<TABLE>


                              ILC TECHNOLOGY, INC.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995



                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------


<CAPTION>



<S>                                                       <C>           <C> 
                                                          1996          1995
                                                          ----          ----

Current liabilities:

   Accounts payable ................................   $ 3,643,496   $ 3,763,998
   Accrued payroll and related items ...............     1,263,741     1,601,111
   Other accrued liabilities .......................     1,146,822     1,121,321
   Current portion of non-compete obligation .......       390,000       520,000
   Current portion of long-term debt ...............     2,545,600     2,455,500
   Accrued income taxes payable ....................     1,486,518     1,869,494
                                                       -----------   -----------

         Total current liabilities .................    10,476,177    11,331,424
                                                       -----------   -----------

Long-term liabilities, net of current portion:

   Long-term debt ..................................     7,370,164     5,898,040
   Non-compete obligation ..........................          --         390,000
   Other accruals ..................................       206,235       304,074
                                                       -----------   -----------

         Total long-term liabilities ...............     7,576,399     6,592,114
                                                       -----------   -----------

Commitments and contingencies (Note 7)

Stockholders' equity:

   Common stock, no par value; 10,000,000
     shares authorized; 4,782,508 shares and
     4,683,174 shares outstanding, respectively ....     6,815,109     6,132,914

   Retained earnings ...............................    22,976,111    22,669,285
                                                       -----------   -----------

         Total stockholders' equity ................    29,791,220    28,802,199
                                                       -----------   -----------

                                                       $47,843,796   $46,725,737
                                                       ===========   ===========
                                                       ___________















     The accompanying notes are an integral part of these financial statements.

</TABLE>

                                       5

<PAGE>

<TABLE>
                              ILC TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE FISCAL YEARS ENDED SEPTEMBER 28, 1996

<CAPTION>

<S>                                            <C>         <C>         <C> 
                                               1996        1995        1994
                                               ----        ----        ----

Net sales .................................$54,206,424  $49,496,029  $44,331,237

Costs and expenses:
  Cost of sales ........................... 36,180,448   31,799,916   28,654,362
  Research and development ................  4,319,650    4,278,697    3,694,392
  Sales and marketing .....................  2,645,952    2,404,856    1,795,930
  General and administrative ..............  4,417,446    4,459,726    4,546,290
  Amortization of intangibles .............    120,000      120,000      120,000
                                           -----------   ----------  -----------
                                            47,683,496   43,063,195   38,810,974

Income from continuing operations before
 provision for income taxes and interest
 expense ..................................  6,522,928    6,432,834    5,520,263


Interest expense, net .....................    461,898      323,757      118,597
                                            ----------   ----------   ----------

Income from continuing operations before
 provision for income taxes ...............  6,061,030    6,109,077    5,401,666

Provision for income taxes on continuing
 operations ...............................  1,515,000    1,472,000    1,675,000
                                            ----------  -----------   ----------

Income from continuing operations .........  4,546,030    4,637,077    3,726,666

Discontinued operations:
  Operating loss net of tax benefit of
   $280,004, $32,000 and $523,000 in
   1996, 1995 and 1994, respectively ......   (840,217)     (99,143) (3,536,053)

  Estimated loss on disposal, including
   $500,000 for operating losses during the
   phase out, net of tax benefit of
    $1,132,996                               (3,398,987)          --          --
                                           -----------   ----------    ---------

  Loss from discontinued operations ....... (4,239,204)     (99,143) (3,536,053)
                                           -----------   ----------- -----------

Net income ............................... $   306,826   $4,537,934  $  190,613
                                           ===========   ==========  ===========



Earnings (loss) per share:
 Earnings from continuing operations ......$      0.92    $    0.97  $     0.77
 Loss from discontinued operations ........      (0.86)       (0.02)      (0.73)
                                           -----------    ---------- -----------

Net income per share
                                           $      0.06    $    0.95  $     0.04
                                           ===========    =========  ===========


Weighted average shares outstanding used
 to compute net income (loss) per share ...  4,923,132    4,764,989   4,825,009
                                           ===========    =========   =========








     The accompanying notes are an integral part of these financial statements.

                                       6
</TABLE>

<PAGE>

<TABLE>




                              ILC TECHNOLOGY, INC.
                           CONSOLIDATED STATEMENTS OF
                              STOCKHOLDERS' EQUITY
               FOR THE THREE FISCAL YEARS ENDED SEPTEMBER 28, 1996



<CAPTION>


<S>                             <C>         <C>          <C>             <C>
                                            Common
                                Common      Stock       Retained
                                Shares      Amount       Earnings        Total

Balance at October 2, 1993 ..  4,619,476  $ 6,623,828  $17,940,738  $24,564,566

  Net income ................          -            -      190,613      190,613

  Issuance of common stock
    under stock purchase plan     25,475      196,590            -      196,590

  Exercise of stock options .     82,000      227,420            -      227,420

  Repurchase of common stock    (204,000)  (1,555,500)           -   (1,555,500)
                              ----------   -----------  ----------   -----------



Balance at October 1, 1994 ..  4,522,951    5,492,338   18,131,351   23,623,689

  Net income ................          -            -    4,537,934    4,537,934

  Issuance of common stock
    under stock purchase plan     37,973      266,575            -      266,575

  Exercise of stock options .    132,250      450,751            -      450,751

  Repurchase of common stock     (10,000)     (76,750)           -      (76,750)
                               ----------  -----------  ----------  ------------



Balance at September 30, 1995  4,683,174    6,132,914   22,669,285   28,802,199

  Net income ................          -            -      306,826      306,826

  Issuance of common stock
    under stock purchase plan     34,209      279,068            -      279,068

  Exercise of stock options .     65,125      403,127            -      403,127
                              ----------   ----------   ----------   ----------




Balance at September 28, 1996  4,782,508   $6,815,109  $22,976,111  $29,791,220
                              ==========   ==========  ===========  ===========















     The accompanying notes are an integral part of these financial statements.

                                       7

</TABLE>

<PAGE>
<TABLE>
                              ILC TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE FISCAL YEARS ENDED SEPTEMBER 28, 1996

<CAPTION>
<S>                                        <C>           <C>           <C> 
                                           1996          1995          1994
                                           ----          ----          ----
Cash flows from operating activities:

  Net Income .......................   $   306,826    $4,537,934    $ 190,613

  Adjustments to reconcile net income
   to net  cash  provided  by  
   operating activities:

     Depreciation and 
      amortization ..................    1,570,809     1,450,597      948,313

    Provision for doubtful accounts
     and note .......................       38,804       102,861      383,902

    Provision for inventory 
     obsolescence ...................      520,006       169,034    1,772,346

    Net loss on property and equipment
     sold or retired .................           -        26,367            -

    Amortization of non-compete 
     agreements ......................     118,880       118,881      118,880

    Changes in assets and liabilities:
      Decrease in marketable 
       securities ....................           -       998,129      438,078

      (Increase) decrease in accounts
       receivable ....................  (1,333,378)   (2,467,329)     167,344

      Increase in inventories ........  (1,888,444)   (1,685,743)  (1,846,314)

      (Increase) decrease in deferred
       tax asset .....................    (704,000)      951,000   (1,016,000)

      (Increase) decrease in prepaid 
       expenses ......................     (86,076)      406,556     (229,338)

      (Increase) decrease in other 
       assets ........................      59,823       (98,397)     183,044

      Increase (decrease) in accounts
       payable .......................    (120,502)      300,709       21,467

      Increase (decrease) in accrued
       liabilities ...................    (956,660)     (637,731)   1,657,530

     Net changes in assets and 
      liabilities from discontinued
      operations .....................   4,071,018    (1,623,516)   2,850,679
                                       -----------    -----------  ----------
         Total adjustments ...........   1,290,280    (1,988,582)   5,449,931
                                       -----------    -----------  ----------
         Net cash provided by 
          operating activities .......   1,597,106     2,549,352    5,640,544
                                       -----------   -----------   ----------
Cash flows from investing activities:

  Purchase of land and real 
   estate ............................          -     (3,045,412)  (3,012,844)

  (Increase) decrease in deposit on
   land and building purchase ........          -      1,300,000   (1,300,000)

  Investment in joint venture ........          -       (450,000)           -

  Capital expenditures ............... (3,186,557)    (2,517,541)  (1,671,942)
                                      -----------    -----------   ----------
         Net cash used in 
          investing activities ....... (3,186,557)    (4,712,953)  (5,984,786)
                                      -----------    -----------  -----------

    The accompanying notes are an integral part of these financial statements.

                                       8
</TABLE>
<PAGE>
<TABLE>
                              ILC TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE FISCAL YEARS ENDED SEPTEMBER 28, 1996
                                   (CONTINUED)
<CAPTION>
<S>                                      <C>           <C>             <C>
                                         1996           1995           1994
                                         ----           ----           ----
Cash flows from financing activities:

  Principal borrowings under line
   of credit ........................$ 9,500,000    $ 8,450,000    $      -

  Principal repayments under line
   of credit ........................ (6,500,000)    (6,450,000)           -

  New borrowings under equipment 
   line .............................  1,555,000      1,720,089      1,090,702

  Principal repayments under 
   equipment line ................... (1,374,800)    (1,049,958)      (499,225)

  Principal borrowings under
   term loan ........................          -              -      1,333,333

  Principal repayments under
   term loan ........................ (1,584,000)    (1,578,000)      (533,333)

  Payments under non-compete
   agreement ........................   (390,000)      (520,000)      (520,000)

  Proceeds from issuance of 
   common stock .....................    682,195        717,326        424,010

  Repurchase of common stock ........          -        (76,750)    (1,555,500)
                                      ----------    -----------    -----------
    Net cash provided by (used in)
     financing activities............  1,888,395      1,212,707       (260,013)
                                     -----------    -----------    -----------
    Net increase (decrease) in 
     cash and cash equivalents.......    298,944       (950,894)      (604,255)

Cash and cash equivalents at 
 beginning of year ..................  1,529,863      2,480,757      3,085,012
                                     -----------    -----------    -----------

Cash and cash equivalents at 
 end of year ........................$ 1,828,807    $ 1,529,863    $ 2,480,757
                                     ===========    ===========    ===========

                                          1996        1995         1994
                                          ----        ----         ----

Supplemental disclosures of cash flow information:

Cash paid during the year for:
  Interest - continuing operations .   $  542,061   $589,200   $  288,669
  Interest - discontinued operations       77,714    106,341       50,082
  Income taxes .....................    1,055,000    909,000    2,500,539

Supplemental disclosures of noncash investing and financing activities:

A capital  lease  obligation  of $174,268  was  incurred in fiscal 1994 when the
Company entered into a capital lease for new computer equipment.


     The accompanying notes are an integral part of these financial statements.

                                       9
</TABLE>

<PAGE>


                              ILC TECHNOLOGY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 28, 1996



1.  THE COMPANY
    -----------

     ILC  Technology,  Inc. (the  "Company") was  incorporated  on September 15,
1967. The Company designs,  develops and  manufactures  high intensity lamps and
lighting products the medical, industrial, communication, aerospace, scientific,
entertainment and military industries. The Company develops and manufactures the
majority of its products at its  headquarter  facilities in  California  and the
remainder at its subsidiary facilities in Massachusetts and the United Kingdom.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    ------------------------------------------

BASIS OF PRESENTATION
---------------------

     The financial  statements include the accounts of ILC Technology,  Inc. and
its  wholly  owned  subsidiaries.  All  significant  intercompany  balances  and
transactions have been eliminated.

     Fiscal years 1995 and 1994 were restated to reflect the Company's  decision
to  discontinue  the operations of Precision  Lamp,  Inc. (see Note 12). None of
these restatements had any impact on net income in any of the prior years.

     The Company's fiscal year end is the Saturday closest to September 30.

USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
-------------------------------------------------------

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS
-------------------------

     For the purpose of the statement of cash flows,  the Company  considers all
highly liquid  investments with an original  maturity of three months or less at
the time of issue to be cash equivalents.


INVENTORIES
-----------

     Inventories  are  stated  at the  lower of cost  (first-in,  first-out)  or
market, and include material,  labor and manufacturing overhead.  Inventories at
September  28,  1996 and  September  30,  1995,  net of  inventory  reserves  of
$2,034,258 and $1,881,026, respectively, consisted of:






                                       10

<PAGE>

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    ------------------------------------------------------
    INVENTORIES (CONTINUED)
    -----------------------


                                             1996                     1995
                                             ----                     ----

Raw materials ........................   $4,802,839                $4,398,553
Work-in-process ......................    2,549,805                 1,981,414
Finished goods .......................    1,548,884                 1,153,123
                                         ----------                ----------
Total inventories.....................   $8,901,528                $7,533,090
                                         ==========                ==========



DEVELOPMENTAL AND MANUFACTURING CONTRACTS
-----------------------------------------

     The Company contracts with the U.S.  Government and other customers for the
development and manufacturing of various products under both cost-plus-fixed-fee
and fixed-price  contracts.  Revenues are recognized under these contracts using
the  percentage  of  completion  method,  whereby  revenues  are reported in the
proportion  that  costs  incurred  bear to the  total  estimated  costs for each
contract.  Periodic  reviews of estimated  total costs during the performance of
such  contracts  may result in  revisions of contract  estimates  in  subsequent
periods. Any loss contracts are reserved at the time such losses are determined.
Revenues from these  contracts  were less than 10% of net revenues  during 1996,
1995 and 1994.

DEPRECIATION AND AMORTIZATION
-----------------------------

     Depreciation  and  amortization on property and equipment are provided on a
straight-line  basis over estimated useful lives of 3 to 31.5 years,  except for
leasehold improvements which are amortized over the terms of the leases.

NET INCOME (LOSS) PER SHARE
---------------------------

     Net  income  (loss) per share is  computed  based on the  weighted  average
number of common shares and common  equivalent shares (using the treasury stock)
outstanding during the period.  Fully diluted net income (loss) per share is not
significantly different from net income (loss) per share as reported.

     In October 1995, the Financial  Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  123,  "Accounting  for  Stock-Based
Compensation."  The  Company is not  required  to adopt the  provisions  of this
statement  until its fiscal year 1997.  The provisions of this statement must be
made  on a  prospective  basis.  The  Company  plans  to  adopt  the  disclosure
provisions of this  statement in 1997, and therefore the effect on its financial
position and results of operations, upon adoption, will not be significant.

COVENANTS-NOT-TO-COMPETE
------------------------

     The  covenant-not-to-compete  relates  to the Q-Arc  acquisition  that took
place in 1991. This is being amortized over the period of the covenant.

     In March 1995, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be  Disposed  Of." The Company
adopted the  provisions  of this  statement  in fiscal  1996.  The effect on its
financial position and results of operations were not significant. The Company

                                       11

<PAGE>



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    ------------------------------------------------------

    COVENANTS-NOT-TO-COMPETE (CONTINUED)
    ------------------------------------

quarterly  evaluates whether later events and  circumstances  have occurred that
indicate the remaining  estimated useful lives of these  intangibles may warrant
revision or that the remaining  balances of intangibles  may not be recoverable.
When  factors  indicate  that  intangibles  should  be  evaluated  for  possible
impairment,   the  Company   uses  an  estimate  of  the  related   subsidiary's
undiscounted  cash flow over the remaining life of the  intangibles in measuring
whether the intangibles are  recoverable.  As part of the Company's  decision to
discontinue  the operations of its Precision Lamp  subsidiary,  the  unamortized
balance of the covenant-not-to-compete  ($470,000) was written off in the fourth
quarter of fiscal 1996.

INVESTMENT IN JOINT VENTURE
---------------------------

     In February  1995,  the Company  invested  $450,000 in a lamp  manufacturer
located in Japan. The Company's  investment  represents a 49% ownership interest
in the  equity  of the  investee,  consequently  the  Company  accounts  for its
investment  using the equity method of accounting.  The Company's  investment is
included in Other Assets in the accompanying consolidated balance sheets and its
proportionate  interest in the income of the  investee of $20,000 and $89,000 in
fiscal 1996 and 1995, respectively, is included in the accompanying consolidated
statements of operations.


3.  REVENUES
    --------

     The Company  recognizes  revenue on all product  sales upon shipment of the
product.  The Company accrues for estimated warranty  obligations at the time of
the sale of the related product based upon its past history of claims experience
and costs to discharge its obligations.

     The  Company  operates  in  a  single  industry  segment,   the  designing,
developing,  manufacturing  and  marketing  of  high  performance  light  source
products.  Revenues from continuing operations are geographically  summarized as
follows (in thousands):


                                       1996             1995            1994
                                       ----             ----            ----

United States ....................   $34,088            32,533         $26,966
Europe ...........................     6,920             5,964           4,380
Asia .............................    12,700            10,951          12,819
Other international...............       498                48             166
                                     -------           -------         -------
                                     $54,206           $49,496         $44,331
                                     =======           =======         =======



Customers  comprising more than 10% of net sales from continuing  operations are
as follows:


                                    1996           1995            1994
                                    ----           ----            ----

Customer A.....................     15.0%          12.2%           17.8%
Customer B.....................     11.5%          12.0%            *


*less than 10% of net sales


                                       12

<PAGE>



3.  REVENUES (CONTINUED)
    --------------------

     The Company provides credit in the form of trade accounts receivable to its
customers. The Company does not generally require collateral to support customer
receivables.  The Company performs  ongoing credit  evaluations of its customers
and maintains  allowances which  management  believes are adequate for potential
credit losses.

     Approximately  39%, 40% and 52% of the Company's sales in fiscal 1996, 1995
and 1994, respectively, were to customers in the medical industry. This industry
has experienced significant fluctuations in demand and the Company expects sales
to  the  medical  market  to  decrease  as a  percentage  of  net  sales  in the
foreseeable  future.  Customer  B,  referred to above,  is in the  semiconductor
equipment  industry and is a major  customer of Converter  Power.  In the fourth
quarter of fiscal 1996,  Converter Power experienced a significant  reduction in
orders from this customer. Management believes that inventory at Converter Power
is stated at the lower of cost or net realizable value.

4.  PROPERTY AND EQUIPMENT
    ----------------------

     Property  and  equipment  at  September  28,  1996 and  September  30, 1995
consisted of:


                                         1996            1995
                                         ----            ----

Property and equipment, at cost:
   Machinery and equipment ......   $ 15,047,138    $ 13,705,702
   Land and buildings ...........     14,955,738      14,504,768
   Furniture and fixtures .......        601,822         617,800
   Equipment under capital lease         174,268         174,268
   Leasehold improvements .......        598,814          95,536
   Construction-in-progress .....      1,011,601         172,951
                                    ------------    ------------
                                      32,389,891      29,271,025
Less accumulated depreciation and
   amortization .................    (11,212,950)     (9,710,342)
                                    ------------    ------------

Property and equipment, net .....   $ 21,176,431    $ 19,560,683
                                    ============    ============



5.  BANK BORROWINGS
    ---------------

     As of September  28, 1996 and September  30, 1995,  borrowings  outstanding
under the Company's credit facilities consisted of:

                               1996           1995
                               ----           ----

Line of credit .........   $ 5,000,000    $ 2,000,000
Term note ..............     2,638,000      4,222,000
Equipment line of credit     2,191,200      2,011,000
Other capital lease ....        86,564        120,540
                           -----------    -----------
                             9,915,764      8,353,540

Less: current portion ..    (2,545,600)    (2,455,500)
                           -----------    -----------

Long-term debt .........   $ 7,370,164    $ 5,898,040
                           ===========    ===========





                                       13

<PAGE>



5.  BANK BORROWINGS (CONTINUED)
    ---------------------------

     Aggregate  maturities  for  long-term  debt  during the next five years are
approximately:  1997 - $2,545,600, 1998 - $2,283,600, and none in 1999, 2000 and
2001.

     All of the above  credit  facilities  are secured by all of the property of
the Company.

     The Company  has a $6 million  line of credit  available  with a bank which
expires in March 1998. Borrowings under this line are at 2% above the LIBOR rate
(London  Interbank  Offer Rate) (7.4% at September  28, 1996) and are limited to
75% of eligible accounts receivable.  Under the covenants of the loan agreement,
unless  written  approval  from the bank is obtained,  the Company is restricted
from  entering  into certain  transactions  and is required to maintain  certain
specified financial  covenants and profitability.  As of September 28, 1996, the
Company was not in compliance  with all covenants but has obtained a waiver from
the bank.

     The average  balance  outstanding  (based on month-end  balances) under the
line of credit in 1996 was $2,595,833. The maximum borrowings were $5,000,000 at
an average interest rate of 7.4% for 1996. At September 30, 1995, $2 million was
outstanding  under the line of credit.  As of September 28, 1996, $1 million was
available for future borrowings under this line of credit.

     In addition, in connection with the purchase of its Sunnyvale manufacturing
facilities,  the Company  entered into a term note with a bank for $5,000,000 in
1993, which was  subsequently  increased to $6,333,333 in 1994. The note matures
in August 1998.  The term loan  requires  monthly  principal  payments  equal to
one-forty-eighth  of the  principal  amount plus  interest at 2% above the LIBOR
rate (London  Interbank Offer Rate) (7.4% at September 28, 1996).  The term loan
is a reducing revolving credit facility which allows for principal  pre-payments
and the  flexibility  for  re-borrowing  up to the maximum  amount that would be
outstanding  under  the  term  loan  given  normal  amortization  to the date of
re-borrowing.

     The Company also has available a $2.2 million  equipment line of credit for
100% of the  purchase  cost of new  equipment,  which  expires  in  March  1997.
Borrowings  under  this line bear  interest  at 2% above the LIBOR rate (7.4% at
September 28, 1996), with principal  balances amortized over a 2 year period. At
September  28, 1996,  the Company had  approximately  $1,096,000  available  for
future borrowings under this line of credit.

6.  INCOME TAXES
    ------------

     The Company  accounts for income taxes under SFAS No. 109,  "Accounting for
Income  Taxes".  SFAS No.  109  requires  an asset  and  liability  approach  to
accounting for income taxes.

     Income  from  continuing  operations  before  provision  for  income  taxes
consists of the following for fiscal 1996, 1995 and 1994, respectively:


                                  1996             1995              1994
                                  ----             ----              ----

U.S. ......................   $4,897,389        $5,588,040        $5,030,336
Foreign....................    1,163,641           521,037           371,330
                              ----------        ----------        ----------
                              $6,061,030        $6,109,077        $5,401,666
                              ==========        ==========        ==========






                                       14

<PAGE>



6.  INCOME TAXES (CONTINUED)
    ------------------------

The components of the provision for income taxes on continuing operations are as
follows:


                                       1996           1995           1994
                                       ----           ----           ----

Federal -
         Current ...............   $ 1,559,000    $   833,000    $ 2,373,000
         Deferred ..............      (600,000)       581,500       (902,000)
                                   -----------    -----------    -----------
                                       959,000      1,414,500      1,471,000
                                   -----------    -----------    -----------
Foreign -
         Current ...............       384,000           --             --

State -
         Current ...............       276,000        199,000        493,000
         Deferred ..............      (104,000)        96,500       (289,000)
                                   -----------    -----------    -----------
                                       172,000        295,500        204,000
                                   -----------    -----------    -----------

Federal refund received ........          --         (238,000)          --
                                   -----------    -----------    -----------

Total provision for income taxes
 on continuing operations ......   $ 1,515,000    $ 1,472,000    $ 1,675,000
                                   ===========    ===========    ===========



The major  components  of the deferred tax account,  as computed  under SFAS No.
109, are as follows:

                                                     1996           1995
                                                     ----           ----

Reserve for loss on disposal of discontinued
  operations, not currently deductible for tax
  purposes ...................................   $ 1,133,000    $       -
Inventory reserve ............................       877,000        838,000
Bad debt reserve .............................        92,000        271,000
Warranty reserve .............................       128,000        105,000
Accruals not currently deductible for
  tax purposes ...............................       381,000        448,000
Amortization of covenant-not-to-compete ......       202,000        278,000
Excess of tax over book depreciation .........      (988,000)      (801,000)
Other items, individually insignificant ......       333,000        315,000
                                                 -----------    -----------

                                                 $ 2,158,000    $ 1,454,000
                                                 ===========    ===========


The provision for income taxes on continuing operations differs from the amounts
which would result by applying the applicable  statutory Federal income tax rate
to income from continuing opertions before taxes as follows:


                                  1996            1995          1994
                                  ----            ----          ----

Computed expected provision   $ 2,121,000    $ 2,138,000    $ 1,891,000
State tax .................       364,000        367,000        324,000
FSC commission ............      (181,000)      (216,000)      (259,000)
General business credits ..      (218,000)      (203,000)       (72,000)
Refund received ...........          --         (238,000)          --
Other items, individually
 insignificant ............      (571,000)      (376,000)      (209,000)
                              -----------    -----------    -----------
                              $ 1,515,000    $ 1,472,000    $ 1,675,000
                              ===========    ===========    ===========



                                       15

<PAGE>



6.  INCOME TAXES (CONTINUED)
    ------------------------

     During the second quarter of fiscal 1995, the Company  received a refund of
$238,000 from the Internal Revenue Service (IRS) related to tax returns filed in
previous  years,  which were  examined by the IRS. This amount was recorded as a
reduction  of the fiscal  1995 tax  provision  upon  receipt of the  refund.  An
additional  $235,000 of interest  related to the refund  amount was received and
was included in interest income in fiscal 1995.

7.  EMPLOYEE RETIREMENT PLAN
    ------------------------

     On January 1, 1984,  the Company  adopted a thrift  incentive  savings plan
(the "Plan"). The Plan is qualified under section 401(k) of the Internal Revenue
Code and is  available  to all  full-time  employees  with one or more  years of
employment  with  the  Company.  Under  the  terms  of the  Plan,  participating
employees  must  contribute  at least 2% of their  salary to the  Plan,  and the
Company contributes (as a matching contribution) 100% of this amount.  Employees
may also contribute an additional  amount up to 13% of their salary to the Plan,
with no further  contributions by the Company. The Company's  contributions vest
at a rate of 20% per year,  commencing on the first  anniversary  of employment.
Total employer matching  contributions  under the Plan were $226,000,  $212,000,
and $163,000 for the fiscal years 1996, 1995 and 1994, respectively. The expense
to continuing  operations  was $188,000,  $171,000 and $138,000 for fiscal years
1996, 1995 and 1994, respectively.

8.  COMMITMENTS AND CONTINGENCIES
    -----------------------------

     At  September  28,  1996,  the future  minimum  rental  payments  under all
building  leases  for  fiscal  1997  through  2001 are  approximately  $423,000,
$424,000,   $444,000,   $444,000  and  $226,000,   respectively,   and  $434,000
thereafter. The amounts total $2,395,000. The future minimum rental payments for
continuing  operations,  under all building leases for fiscal 1997 through 2001,
are approximately $207,000,  $207,000,  $218,000, $218,000 and none in 2001. The
amounts total $850,000.

     For fiscal  years 1996,  1995 and 1994,  rental  expense was  approximately
$442,000,  $277,000 and $318,000  respectively.  Rental  expense for  continuing
operations  was $226,000,  $61,000 and $102,000 for fiscal years 1996,  1995 and
1994, respectively.

9.  STOCK OPTION AND PURCHASE PLANS
    -------------------------------

     Under the 1992 Stock Option Plan ("Plan"), the Company may grant options to
employees and  directors.  The Company has reserved  400,000 shares for issuance
under  the  Plan.  In  November  1996,  the  Board of  Directors  authorized  an
additional  175,000 shares for issuance  under the Plan,  subject to shareholder
approval. The exercise price per share for stock options cannot be less than the
fair market value on the date of grant.  Options granted are for a ten-year term
and generally vest ratably over a period of four years commencing one year after
the date of grant.  The Plan provides for the automatic  grant of a nonstatutory
stock  option  to  purchase  shares  of Common  Stock to each  outside  Director
annually  during the Company's  third fiscal  quarter.  During fiscal 1996, each
outside  Director was granted an  automatic  option to purchase a total of 5,000
shares of the  Company's  Common  Stock.  The  Company's  1983 Stock Option Plan
expired in 1993 and no further  options have been granted  under this Plan since
then. A summary of the option transactions is as follows:


                                       16

<PAGE>

<TABLE>


9.  STOCK OPTION AND PURCHASE PLANS (CONTINUED)
    -------------------------------------------
<CAPTION>

                                              OPTIONS OUTSTANDING
                                              -------------------
<S>                             <C>              <C>             <C>
                                 Options         Number
                                Available          of            Price per
                                For Grant        Shares            Share

Balance at October 2, 1993 ..    159,624         746,027       $ 1.09-11.50

 Granted ....................    (74,000)         74,000       $ 7.38-11.00
 Canceled ...................     18,000         (18,000)      $ 3.75-11.50
 Exercised ..................          -         (82,000)      $ 1.09 -8.75
                                --------        --------       ------------


Balance at October 1, 1994 ..    103,624         720,027       $ 1.09-11.50

 Granted ....................    (28,000)         28,000       $       9.50
 Canceled ...................     34,000         (34,000)      $ 8.75-11.50
 Exercised ..................          -        (132,250)      $ 2.13 -8.75
                                --------        --------       ------------


Balance at September 30, 1995    109,624         581,777       $1.09 -11.50

 Additional shares approved .    200,000               -                  -
 Granted ....................   (205,000)        205,000       $ 9.00-11.25
 Canceled ...................     92,125         (92,125)      $ 8.75-11.50
 Exercised ..................          -         (65,125)      $ 1.09-11.50
                                --------        --------       ------------


Balance at September 28, 1996    196,749         629,527       $ 1.09-11.50
                                ========        ========       ============

Options exercisable at
 September 28, 1996 .........                    416,965       $ 1.09-11.50
                                                ========       ============


</TABLE>

     If all options outstanding at September 28, 1996 were exercised,  the total
proceeds to the Company would be approximately $4.7 million (unaudited).

     Under the Company's  Employee Stock Purchase Plan, the Company has reserved
300,000 shares of common stock for issuance to participating  employees who have
met certain eligibility  requirements.  In November 1996, the Board of Directors
authorized an additional  50,000 shares for issuance under the Plan,  subject to
shareholder  approval.  The  number of shares  available  for  purchase  by each
participant  is based upon annual base earnings and at a purchase price equal to
85% of the fair  market  value at the  beginning  or the end of the  quarter  of
purchase,  whichever is lower.  As of September  28,  1996,  61,588  shares were
available for future purchase.

10.  OTHER INCOME/EXPENSE
     --------------------

Other (income) expense consists of the following:

                                     1996        1995          1994
                                     ----        ----          ----


Interest income ...............   $ (80,163)   $(265,443)   $(170,072)
Interest expense ..............     542,061      589,200      288,669
                                  ---------    ---------    ---------

Net interest expense related to
 continuing operations ........   $ 461,898    $ 323,757    $ 118,597
                                  =========    =========    =========



                                       17

<PAGE>
11.  ACQUISITIONS
     ------------

     In August 1991,  the Company  acquired all the  outstanding  stock of Q-Arc
Ltd. of Cambridge,  England for $1,400,000 in cash and the assumption of certain
liabilities.  Q-Arc is a manufacturer of specialty lamps for laser and non-laser
applications.  This transaction was accounted for as a purchase and accordingly,
all assets were revalued to their respective fair values.  The acquisition price
was equal to the fair  value of net  assets  acquired.  Net  assets  included  a
covenant-not-to-compete   of  approximately  $951,000.  The  covenant  is  being
amortized  over an eight year period.  At September  28, 1996,  the  unamortized
balance of the Q-Arc covenant-not-to-compete is approximately $357,000.

12.  DISCONTINUED OPERATIONS
     -----------------------

     In September  1996, the Company's  Board of Directors voted to proceed with
the  divestiture  of the Company's  Precision Lamp  subsidiary  based in Cotati,
California. The Company plans to dispose of Precision Lamp either through a sale
to a qualified buyer or by an orderly liquidation of the business if no buyer is
located within one year. As a result of the Company's plan, an estimated loss on
disposal of $3,399,000,  net of a tax benefit of $1,133,000, was recorded in the
fourth quarter of fiscal 1996.  This loss on disposal  included  $500,000 as the
estimated  operating losses through the final  disposition of the subsidiary and
the write off of the unamortized balance of the Precision Lamp  covenant-not-to-
compete of approximately $470,000.

     Continuing  operations,  as  reclassified  for fiscal years 1996,  1995 and
1994,  consist of the  activities of ILC  Technology,  Inc.  based in Sunnyvale,
California,  Converter  Power,  Inc. based in Beverly,  Massachusetts  and Q-Arc
based in Cambridge, England. The Consolidated Statements of Operations have been
reclassified   to  report   separately  the  activities  of  Precision  Lamp  as
discontinued   operations.   Revenues  from  Precision  Lamp  were   $7,772,000,
$8,933,000 and $7,691,000 for fiscal 1996, 1995 and 1994, respectively.  The net
loss after tax from the discontinued  operations of Precision Lamp was $840,000,
$99,000 and $3,536,000  for fiscal 1996,  1995 and 1994,  respectively.  The net
loss from  discontinued  operations  of  $3,536,000  in fiscal  1994 is net of a
$523,000  income  tax  benefit  and  includes  a  $3.4  million  write  down  of
intangibles  generated  from the Precision  Lamp  acquisition.  A portion of net
interest expense of approximately $66,000,  $58,000 and $21,000 for fiscal years
1996,  1995 and  1994,  respectively,  has been  allocated  to the  discontinued
operations.  Net interest has been allocated to discontinued operations based on
the ratio of the net assets to be  discontinued to the  consolidated  net assets
plus  consolidated  debt  other  than debt  which is  directly  attributable  to
continuing operations.

     The net assets of Precision Lamp of $2,178,383 as of September 28, 1996 are
shown  in the  accompanying  balance  sheet  as  net  assets  from  discontinued
operations.   These  assets  were  written  down  to  a  value  that  represents
management's   best   estimate  of  the  amount  that  could  be  realized  upon
disposition.

13.  RIGHTS AGREEMENT AND OTHER MATTERS
     ----------------------------------

     On September 19, 1989, the Company's Board of Directors declared a dividend
of one common share purchase right for each  outstanding  share of common stock,
no par value, of the Company. The dividend was payable on October 2, 1989 to the
shareholders of record on that date.  Each right entitles the registered  holder
to purchase from the Company one share of common stock of the Company at a price
of $15.00 per common  share.  The rights will not be  exercisable  until a party
either  acquires  beneficial  ownership of 20% of the Company's  common stock or
makes a tender  offer for at least  30% of its  common  stock.  In the event the
rights become  exercisable and thereafter a person or group acquires 30% or more
of the Company's  stock, a 20% shareholder  ("Acquiring  Person") engages in any
specified  self-dealing  transaction,  or, as a result of a recapitalization  or
reorganization,

                                       18

<PAGE>



13.  RIGHTS AGREEMENT AND OTHER MATTERS (CONTINUED)
     ----------------------------------------------

an Acquiring  Person's  shareholdings  are increased by more than 3%, each right
will entitle the holder to purchase  from the Company,  for the exercise  price,
common stock having a market value of twice the exercise price of the right.  In
the event the rights become  exercisable  and thereafter the Company is acquired
in a merger or other business combination,  each right will enable the holder to
purchase from the surviving  corporation,  for the exercise price,  common stock
having a market value of twice the exercise price of the right. At the Company's
option,  the  rights  are  redeemable  in  their  entirety,  prior  to  becoming
exercisable,  at $.01 per right. The rights are subject to adjustment to prevent
dilution and expire September 29, 1999.

     In November 1996, the Board of Directors  authorized  severance  agreements
for  certain key  managers  in the event that a change of control  occurs at the
Company.

14.  REPURCHASE OF COMMON STOCK
     --------------------------

     In  November  1996,  the  Board of  Directors  authorized  the  Company  to
repurchase up to 1,000,000 shares of the Company's issued and outstanding common
stock. Purchases can be made for up to two years from the date of authorization.





                                       19

<PAGE>
<TABLE>

                                                                 SCHEDULE VIII

                              ILC TECHNOLOGY, INC.
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                      FOR FISCAL YEARS 1996, 1995 AND 1994


<CAPTION>


<S>                            <C>             <C>       <C>          <C> 
                                 Balance       Charged
                                   at         (Credited) Deductions    Balance
                               Beginning     to Cost and    and       at end of
                               Of Period       Expenses   Write Offs    Period
                               ---------       --------   ----------    ------

ALLOWANCE FOR
  DOUBTFUL ACCOUNTS:


Year ended
  October 1, 1994..............$  208,787   $  383,902   $260,017   $  332,672


Year ended
  September 30, 1995.......    $  332,672   $  102,861   $ 26,093   $  409,440


Year ended
  September 28, 1996.......    $  409,440   $   38,804   $135,886   $  312,358



RESERVE FOR INVENTORY
  OBSOLESCENCE:


Year ended
  October 1, 1994 ..........   $1,177,080   $1,772,346   $807,434   $2,141,992


Year ended
  September 30, 1995........   $2,141,992   $  169,034   $430,000   $1,881,026


Year ended
  September 28, 1996........   $1,881,026   $  520,006   $366,774   $2,034,258






                                       20
</TABLE>
<PAGE>


<TABLE>


                   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
                      (in thousands, except per share data)


                          Year Ended September 28, 1996
           (First, second and third quarters restated for discontinued
                                   operations)
 ------------------------------------------------------------------------------
<CAPTION>

<S>                             <C>        <C>           <C>           <C> 
                               First        Second       Third         Fourth
                              QUARTER      QUARTER      QUARTER       QUARTER
                              -------      -------      -------       -------

Revenues ................     $ 12,211     $ 13,943      $ 14,860      $ 13,192

Gross profit ............        4,199        4,869         4,995         3,963

Net income from
 continuing
 operations .............          847        1,123         1,626           948

Net income (loss)
 from discontinued
 operations .............           31          (13)         (122)       (4,134)

Net income per
 share from
 continuing
 operations .............     $   0.17     $   0.23      $   0.33      $   0.19

Net income (loss)
 per share from
 discontinued
 operations .............     $   0.01     $  (0.01)     $  (0.03)     $  (0.83)



                          Year Ended September 30, 1995
                    (as restated for discontinued operations)
 -------------------------------------------------------------------------------


                               First        Second       Third         Fourth
                              QUARTER      QUARTER      QUARTER       QUARTER
                              -------      -------      -------       -------

Revenues ................     $ 10,736     $ 12,011      $ 12,870      $ 13,879

Gross profit ............        3,482        4,396         4,558         5,260

Net income from
 continuing
 operations .............          663        1,017         1,429         1,534

Net income (loss)
 from discontinued
 operations .............           75          (30)          (63)          (86)

Net income per
 share from
 continuing
 operations .............     $   0.14     $   0.21      $   0.30      $   0.32

Net income (loss)
 per share from
 discontinued
 operations .............     $   0.02     $  (0.01)     $  (0.01)     $  (0.02)






                                       21

</TABLE>

<PAGE>






                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      The following documents are filed as part of this amended report:
                                                           _______
         1.  FINANCIAL STATEMENTS

         The Consolidated  Financial  Statements,  notes  thereto,  and  Report 
of Independent Public  Accountants  thereon are included in Part II, Item 8 of 
this amended report.
     _______
                                                                               
                                                                 Page in
         2.  FINANCIAL STATEMENT SCHEDULE                        FORM  10-K

         Schedule VIII     Valuation and Qualifying
                           Accounts and Reserves                      33



         All other schedules have been omitted since the required information is
not present in amounts  sufficient to require  submission  of the  schedule,  or
because the  information  required is  included  in the  Consolidated  Financial
Statements or notes thereto.


         3.  EXHIBITS

         The exhibits  listed in the Index to Exhibits  following  the signature
page are filed as part of this Amended Report.
                               _______
(b)      REPORTS ON FORM 8-K

     No reports on Form 8-K were filed during the last quarter of fiscal 1996. .




                                       22
                                      
<PAGE>









                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this Amendment to Report to
                                                     ______________ 
be signed on its behalf by the undersigned, thereunto duly authorized.

                                               ILC TECHNOLOGY, INC.


                                               By: /S/ HENRY C. BAUMGARTNER
                                                    Henry C. Baumgartner
                                                   (Chairman of the Board and
                                                    Chief Executive Officer)


Dated: January 7, 1997


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
                                                                            ____
Amendment to report has been signed below by the following  persons on behalf of
_________
the registrant and in the capacities and on the dates indicated.



           SIGNATURES                 TITLE                        DATE
           ----------                 -----                        ----

/S/ HENRY C. BAUMGARTNER      Chairman of the Board and       January 7, 1997
-------------------------      Chief Executive Officer
(Henry C. Baumgartner)         (Principal Executive
                               Officer and Director)

/S/ RICHARD D. CAPRA           President and Chief            January 7, 1997
-------------------------      Operating Officer
(Richard D. Capra)                



/S/ RONALD E. FREDIANELLI      Chief Financial Officer        January 7, 1997
-------------------------      and Secretary
(Ronald E. Fredianelli)        (Principal Financial and
                               Accounting Officer)

/S/ HARRISON H. AUGUR          Director                       January 7, 1997
-------------------------
(Harrison H. Augur)

                                       

--------------------           Director                       January  , 1997
(Arthur L. Schawlow)



---------------------          Director                       January  , 1997
(Wirt D. Walker, III)




                                       23
                                      
<PAGE>

                               INDEX TO EXHIBITS



Exhibit
Number              Description
------              -----------

27.1                Financial Data Schedule