UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

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

                  For the quarterly period ended: July 31, 1997
                                                  --------------

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


                         Commission file number: 0-20688
                         -------------------------------

                          GLASGAL COMMUNICATIONS, INC.
                          ----------------------------
             (Exact name of Registrant as specified in its charter)

         Delaware                                    94-2914253
--------------------------------                 -------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)


20C Commerce Way, Totowa, NJ                            07512
----------------------------                     -------------------
(Address of principal executive                       (Zip Code)
offices)

                                 (201) 890-4800
               --------------------------------------------------
               Registrant's telephone number, including area code


Check whether the Registrant  (1) has filed all reports  required to be filed by
Section 12 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file such
reports) and (2) has been subjected to such filing  requirements for the past 90
days. Yes    X    No       .
           -----     -----
The number of shares of  Registrant's  Common Stock  outstanding  on October 31,
1997 was 28,211,134.

                                        1


<PAGE>


                          GLASGAL COMMUNICATIONS, INC.
                                   FORM 10-Q/A
                        THREE MONTHS ENDED JULY 31, 1997


                                      INDEX
                                      -----


PART I:  FINANCIAL INFORMATION
                                                                        PAGE
         Item 1:   Consolidated Financial Statements

              Balance Sheets at April 30, 1997 and
              July 31, 1997                                              3

              Statements of Operations for the three months ended
              July 31, 1996 and 1997                                     4

              Statements of Cash Flows for the three months ended
              July 31, 1996 and 1997                                     5

              Notes to Unaudited Consolidated Financial Statements       6

         Item 2:  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                    7


PART II: OTHER INFORMATION                                               9

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

         Item 6:  Exhibits and Reports of Form 8-K



                                        2
<PAGE>

                          GLASGAL COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except per share data)

                                               APRIL 30, 1997    JULY 31, 1997
                                               --------------    -------------
                                                                   (unaudited)
ASSETS
Current Assets:

  Cash and cash equivalents                       $  1,135         $    759
  Accounts receivable, net                          11,289           11,545
  Inventory                                          2,134            2,473
  Prepaid expenses and other current assets          1,446            3,320
  Net assets from discontinued operations            4,816            4,421
                                                  --------         --------
       Total current assets                         20,820           22,518

Property and Equipment, net                          3,634            3,559

Goodwill                                             1,680            1,634

Other Assets                                         1,670            1,822
                                                  --------         --------
       Total assets                               $ 27,804         $ 29,533
                                                  ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
  Short-term borrowings                           $ 11,675         $  9,234
  Current portion of long-term
   obligations                                         850            3,545
  Accounts payable                                   5,415            7,294
  Accrued liabilities                                5,331            5,182
  Other current liabilities                            506              206
                                                  --------         --------
       Total current liabilities                    23,777           25,461
                                                  --------         --------
Due to Related Parties                               1,026              951
                                                  --------         --------
Long-term Obligations                                5,001            2,000
                                                  --------         --------
Commitments and Contingencies
Shareholders' Equity (Deficit):

  Preferred stock, $.001 par value                      --               --
  Common stock, $.001 par value                         24               25
  Additional paid-in capital                        10,341           13,425
  Accumulated deficit                              (12,080)         (12,055)
  Cumulative translation adjustment                   (285)            (274)
                                                  --------         --------

       Total shareholders' equity (deficit)         (2,000)           1,121
                                                  --------         --------

       Total liabilities and shareholders'
        equity (deficit)                          $ 27,804         $ 29,533
                                                  ========         ========

       THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN
               INTEGRAL PART OF THESE CONSOLIDATED BALANCE SHEETS.


                                        3


<PAGE>


                          GLASGAL COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           for the three months ended,
                      (in thousands, except per share data)


                                                JULY 31, 1996    JULY 31, 1997
                                                -------------    -------------
                                                         (unaudited)

Net sales                                         $ 15,830         $ 18,600
Cost of sales                                        9,060           11,277
                                                  --------         --------
Gross profit                                         6,770            7,323

Selling, general and administrative expenses         4,549            6,844
                                                  --------         --------

Operating  income                                    2,221              479
Interest expense                                       280              454
                                                  --------         --------
Income before taxes                                  1,941               25
Provision for income taxes                              44               --
                                                  --------         --------
Income (loss) from continuing operations             1,897               25
Loss from discontinued operations                     (503)              --
                                                  --------         --------

Net income                                        $  1,394         $     25
                                                  --------         --------

Net income per share:

Income from continuing operations                 $   0.07         $   0.00
Income (loss) from discontinued operations        $  (0.02)        $   0.00
                                                  --------         --------
Net income                                        $   0.05         $   0.00
                                                  ========         ========

Weighted average shares outstanding                 26,875           25,834
                                                  ========         ========




        THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN
                 INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS.



                                        4
<PAGE>

                          GLASGAL COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           for the three months ended,
                                 (in thousands)

                                                JULY 31, 1996    JULY 31, 1997
                                                -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                                       $  1,394         $     25
 Adjustments to reconcile net income to net
 cash used in operating activities--

  Depreciation and amortization                        377              489
  Extraordinary item                                    --               --
  Changes in operating assets and liabilities:
   Increase in accounts receivable, net             (3,892)            (256)
   Increase in inventory                               (14)            (339)
   Decrease (increase)  in prepaid expenses
    and other assets                                   129           (2,114)
   (Increase) decrease in assets held for sale
    or disposition                                  (2,660)             395
   Increase in accounts payable, accrued
    liabilities and other                            1,211            1,430
                                                  --------         --------
   Net cash used in operating activities            (3,455)            (370)
                                                  --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net              (657)            (280)
                                                  --------         --------

  Net cash used in investing activities               (657)            (280)
                                                  --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase (decrease) from short-term
  borrowings, net                                    2,094           (2,441)
  Net proceeds (payments) of  indebtedness            (143)            (381)
  Net proceeds from Common Stock/Warrant
   issuances                                           279            3,085
  Net proceeds from related parties                     --               --
  Distributions to Stockholders                         --               --
                                                  --------         --------

     Net cash provided by financing activities       2,230              263
                                                  --------         --------
     Net effect of foreign currency translation
      on cash                                          (51)              11
                                                  --------         --------
     Net decrease in cash                           (1,933)            (376)

CASH AT BEGINNING OF PERIOD                          2,219            1,135
                                                  --------         --------
CASH AT END OF PERIOD                             $    286         $    759
                                                  ========         ========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
  Interest paid                                   $    414         $    380
                                                  ========         ========



        THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN
                 INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS.


                                        5
<PAGE>

                          GLASGAL COMMUNICATIONS, INC.
                 Notes to Unaudited Consolidated Financial Statements
                         (in thousands, except per share data)

(1) Business

     Glasgal  Communications,   Inc.  (the  "Company"  or  "Glasgal"),  and  its
subsidiaries  are in the business of providing  configuration,  integration  and
rapid deployment  services for the implementation of complex computer networking
and connectivity systems.

(2) Basis of Presentation

    The consolidated  financial  statements  include the accounts of the Company
and its  subsidiaries.  All  intercompany  accounts and  transactions  have been
eliminated.

    The  accompanying  unaudited  consolidated  financial  statements  have been
prepared in conformity with generally accepted accounting  principles consistent
with those  applied  in, and should be read in  conjunction  with,  the  audited
financial  statements for the year ended April 30, 1997.  The interim  financial
information is unaudited,  but reflects all normal  recurring  adjustments  that
are, in the opinion of management, necessary for a fair statement of results for
the interim periods  presented.  The results for the three months ended July 31,
1997 are not  necessarily  indicative  of results  expected  for the full fiscal
year.

(3) Earnings per share

    Earnings  per share is computed  based upon the weighted  average  number of
common  shares and common  equivalent  shares  outstanding  during each  period.
Common equivalent shares have not been included, if antidilutive.

    In March 1997, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" which makes certain
changes to the manner in which  earnings per share is  reported.  The Company is
required to adopt this standard for the year ending April 30, 1998.

    If the Company  had adopted  this  standard  for the quarter  ended July 31,
1997,  basic and diluted  earnings per common share from continuing  operations,
discontinued  operations  and net income  would have been $.00,  based on 23,709
weighted average shares outstanding.

(4) Debt

    The Company's  credit  facility  requires the Company to comply with certain
financial and nonfinancial covenants. As of July 31, 1997 the Company was not in
compliance with certain covenants and is in the process of obtaining waivers. As
there can be no assurance that such waivers will be obtained,  certain long-term
debt has been classified as current.

(5) Equity

    In June and  July  1997,  the  Company,  through  private  placement  equity
offerings,  issued 855 shares of common stock for  approximately  $3.1  million.
Included in other current assets is $1.5 million of proceeds  received in August
1997.

(6) Subsequent events

     In August  1997 the  Company  issued  237  shares of Common  Stock upon the
conversion of $800 aggregate  principal  plus accrued  interest of the Company's
convertible notes.

     In October 1997 the Company  received net  proceeds of  approximately  $9.8
million  upon  exercise  of  outstanding  redeemable  warrants  to  purchase  an
aggregate  of 2,743  shares of Common  Stock at an  exercise  price of $3.75 per
warrant.

                                          6
<PAGE>

                          GLASGAL COMMUNICATIONS, INC.
                         PART I - FINANCIAL INFORMATION

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS - FOR THE THREE MONTHS ENDED JULY 31, 1997

    NET SALES.  Net sales for the three  months  ended July 31,  1997 were $18.6
million  compared to $15.8  million for the three  months  ended July 31,  1996,
representing  an increase of 17.5%.  Included in net sales for the three  months
ended July 31, 1997 was  software  license  revenue of $1.1  million.  While the
Company does not  typically  market its  software,  the Company may license such
software in the future as strategic or other  business  opportunities  arise.  A
significant   portion  of  the  remaining   10.6%  increase  in  net  sales  was
attributable to an increase in sales to indirect customers.

    GROSS PROFIT. Gross profit for the three months ended July 31, 1997 was $7.3
million compared to $6.8 million for the three months ended July 31, 1996. Gross
profit as a  percentage  of net sales was 39.4% for the three  months ended July
31,  1997  compared  to 42.8% for the three  months  ended  July 31,  1996.  The
decrease  in gross  profit  margin was  attributable  to the  timing  difference
created by the  Company's  transition  over the past 12 months into more complex
implementation  projects.  These complex projects require the Company to incur a
significant  amount  of  expenses  associated  with  the  initial  stages  of an
implementation  project,  of which only a portion of these expenses are deferred
and amortized in conjunction with the associated revenue. The negative impact on
gross  profit  margin  was  partially  offset by the  recognition  of  licensing
revenues which have higher profit margins.

    SELLING,   GENERAL  AND  ADMINISTRATIVE   EXPENSES.   Selling,  general  and
administrative  expenses  for the three  months  ended  July 31,  1997 were $6.8
million  compared to $4.5  million  for the three  months  ended July 31,  1996,
representing  36.8% and 28.7% of net  sales,  respectively.  This  increase  was
partly attributable to the fact that when the Company discontinued  distributing
data communications  equipment, it retained those individuals who were qualified
to transition into the complex services business.

    INTEREST EXPENSE.  Interest expense for the three months ended July 31, 1997
was  $454,000  compared to $280,000  for the three  months  ended July 31, 1996,
representing an increase of 62.1%. This increase was attributable to an increase
in average  borrowings due to higher sales volume and average  receivables  over
the three month period,  amortization of deferred financing fees associated with
the  Company's  credit  facility  that was  entered  into in  March  1997 and an
increase in long term debt.

Financial Position

    The Company  has a working  capital  deficiency  as of July 31, 1997 of $2.9
million compared to a working capital deficiency of $3.0 million as of April 30,
1997.

    The  Company has a credit  facility  with a bank that  provides  for maximum
borrowing of $17.0  million.  The credit  facility  consists of a term loan that
began on March 19, 1997 at $2.0 million with principal and interest due monthly.
In addition the credit facility  provides for a $15.0 million  revolving  credit
facility, with allowable borrowing under the facility based on a


                                          7
<PAGE>

formula of receivables and inventory. Outstanding borrowings under the term loan
and  revolving  credit  facility as of July 31, 1997 were $1.9  million and $9.2
million, respectively.

    The Company's  credit  facility  requires the Company to comply with certain
financial and nonfinancial covenants. As of July 31, 1997 the Company was not in
compliance with certain covenants and is in the process of obtaining waivers. As
there can be no assurance that such waivers will be obtained,  certain long-term
debt has been classified as current.

    In June 1997 and July 1997 the Company issued an aggregate of 855,000 shares
of Common  Stock in private  equity  placements,  and  received  net proceeds of
approximately $3.1 million.

     In October 1997 the Company  received net  proceeds of  approximately  $9.8
million  upon the  exercise of  outstanding  redeemable  warrants to purchase an
aggregate of 2,743,290  shares of Common Stock at an exercise price of $3.75 per
warrant.  The net proceeds were used to reduce outstanding  borrowings under the
Company's revolving credit facility.




                                          8
<PAGE>


                          GLASGAL COMMUNICATIONS, INC.
                                    FORM 10-Q
                           PART II - OTHER INFORMATION


ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None



ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K                               PAGE #


    (a)  Exhibits

         *10(a)     Amended and Restated License Agreement dated as of
                    July  1,  1997 by and  between  CASI  and  Datanet
                    International   Incorporated   (portions  of  this
                    exhibit are omitted and were filed separately with
                    the Securities Exchange Commission pursuant to the
                    Company's  application   requesting   confidential
                    treatment   in   accordance   with   Rule 24b-2 as
                    promulgated  under  the Securities Exchange Act of
                    1934).                                                 12

         *10(b)     Reseller Agreement effective as of September 15th,
                    1997 by and between CASI and Datanet International
                    Incorporated (portions of this exhibit are omitted
                    and were  filed  separately  with  the  Securities
                    Exchange  Commission  pursuant  to  the  Company's
                    application  requesting  confidential treatment in
                    accordance  with  Rule  24b-2 as promulgated under
                    the Securities Exchange Act of 1934).                  30

         *11        Statement of Computation of Per Share Earnings.        56

         *27        Financial Data Schedule.                               57

-------------------------------------------
*                   Filed herewith.


    (b)  Reports on Form 8-K

         None









                                          9
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                  GLASGAL COMMUNICATIONS, INC.
                                          Registrant




Dated:  November 6, 1997          By:  /s/ James M. Caci
                                       -------------------------
                                  James M. Caci
                                  Chief Financial Officer
                                  Authorized Officer





















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