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

                                    FORM 10-Q

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

                For the quarterly period ended: OCTOBER 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 28,386,963.



<PAGE>
                          GLASGAL COMMUNICATIONS, INC.
                                    FORM 10-Q
                       THREE MONTHS ENDED OCTOBER 31, 1997


                                      INDEX




PART I:  FINANCIAL INFORMATION

                                                                            PAGE
                                                                            ----
         Item 1:  Consolidated Financial Statements

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

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

                  Statements of Operations for the six months ended
                  October 31, 1996 and 1997                                  5

                  Statements of Cash Flows for the six months ended
                  October 31, 1996 and 1997                                  6

                  Notes to Unaudited Consolidated Financial Statements       7

         Item 2:  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                        9


PART II: OTHER INFORMATION

         Item 4:  Submission of Matters to a Vote of Security Holders       11

         Item 6:  Exhibits and Reports of Form 8-K                          12



<PAGE>
                          GLASGAL COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>


                                                                     April 30,        October 31,
                                                                       1997               1997
                                                                       ----               ----
                                                                                      (unaudited)
ASSETS
CURRENT ASSETS:
<S>                                                                 <C>                 <C>    
Cash and cash equivalents                                           $ 1,135             $   255
Accounts receivable, net                                             11,289              13,617
Inventory                                                             2,134               2,977
Prepaid expenses and other current assets                             1,446               3,708
Net assets from discontinued operations                               4,816               3,457
                                                                    -------            --------
         Total current assets                                        20,820              24,014
PROPERTY AND EQUIPMENT, net                                           3,634               3,497
GOODWILL                                                              1,680               1,587
OTHER ASSETS                                                          1,670               1,846
                                                                    -------            --------
         Total assets                                               $27,804            $ 30,944
                                                                    =======            --------

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Short-term borrowings                                               $11,675            $ 1,168
Current portion of long-term
     obligations                                                        850              3,333
Accounts payable                                                      5,415              7,838
Accrued liabilities                                                   5,331              3,213
Other current liabilities                                               506                201
                                                                    -------            -------
         Total current liabilities                                   23,777             15,753
                                                                    -------            -------
DUE TO RELATED PARTIES                                                1,026              1,001
                                                                    -------            -------
LONG-TERM OBLIGATIONS                                                 5,001              1,200
                                                                    -------            -------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT):
       Preferred Stock                                                   --                 --
       Common Stock                                                      24                 28
Additional paid-in capital                                           10,341             25,284
Accumulated deficit                                                 (12,080)           (12,019)
Cumulative translation adjustment                                      (285)              (303)
                                                                    -------            -------
     Total shareholders' equity (deficit)                            (2,000)            12,990
                                                                    --------           -------

     Total liabilities and shareholders' equity (deficit)       $    27,804            $30,944
                                                                ===========            =======
</TABLE>


     The accompanying notes to unaudited consolidated financial statements
                 are an integral part of these balance sheets.

                                       3

<PAGE>
                          GLASGAL COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED OCTOBER 31,
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>

                                                                                1996                   1997
                                                                                ----                   ----

                                                                                          (unaudited)

<S>                                                                          <C>                   <C>        
Net Sales                                                                    $    16,359           $    19,523
   Cost of Sales                                                                  10,139                12,085
                                                                             -----------           -----------

   Gross Profit                                                                    6,220                 7,438

   Selling, general and administrative expenses                                    4,670                 6,855
                                                                             -----------           -----------

Operating income                                                                   1,550                   583
Interest expense, net                                                                314                   550
                                                                             -----------           -----------
Income before taxes                                                                1,236                    33
Provision for income taxes                                                            81                    --
                                                                             -----------           -----------
Income from continuing operations                                                  1,155                    33
Discontinued operations                                                           (1,124)                   --
                                                                             -----------           -----------
Net income                                                                   $        31           $        33
                                                                             ---========           ===========

Income per share:
   Continuing operations                                                     $       4.5           $         0

    Discontinued operations                                                  $      (4.5)                   --
                                                                             -----------           -----------

Net income per share                                                         $         0           $         0
                                                                             -----======           -----------
Average outstanding common
  and equivalent shares                                                       25,745,000            30,223,000
                                                                             ===========           ===========
</TABLE>


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

                                       4

<PAGE>

                          GLASGAL COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE SIX MONTHS ENDED OCTOBER 31,
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                               1996                  1997
                                                                               ----                  ----

                                                                                      (unaudited)


<S>                                                                        <C>                 <C>
Net Sales                                                                  $    32,189         $     38,124
Cost of Sales                                                                   19,199               23,362
                                                                           -----------         ------------

Gross Profit                                                                    12,990               14,762

Selling, general and administrative expenses                                     9,219               13,698
                                                                           -----------         ------------

Operating income                                                                 3,771                1,064
Interest expense, net                                                              594                1,005
                                                                           -----------
Income before taxes                                                              3,177                   59
Provisions for income taxes                                                        125                   --
                                                                           -----------          -----------
Income from continuing operations                                                3,052                   59
Discontinued operations                                                         (1,627)                  --
                                                                           -----------
Net income                                                                 $     1,425          $        59
                                                                           -==========          -----------
Income per share:
   Continuing operations                                                   $      .12$                    0
   Discontinued operations                                                        (.06)                  --
                                                                           -----------          -----------
Net income                                                                 $       .06          $         0
                                                                           ===========          ====--====-

Weighted average outstanding common
  And equivalent shares                                                     25,745,000           29,068.000
                                                                            ==========          ===========
</TABLE>


      The accompanying notes to unaudited consolidated financialstatements
                    are an integral part of these statements.

                                       5

<PAGE>
                          GLASGAL COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                   FOR THE SIX MONTH PERIODS ENDED OCTOBER 31,
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                          1996                     1997
                                                                          ----                     ----

                                                                                  (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>               <C>         
Net Income                                                              $   1,426         $         59
Adjustments to reconcile net income to net
  cash used in operating activities:
   Depreciation and amortization                                              793                  998
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                              (4,126)              (2,328)
   (Increase) decrease in inventory                                           616                 (843)
   (Increase) decrease in prepaid expenses and other assets                (1,048)              (2,602)
   (Increase) decrease in  assets held for sale or disposition             (2,674)               1,109
    Increase (decrease) in accounts payable,
     accrued and other liabilities                                            449                   44
                                                                        ---------           ----------

Net cash used in operating activities                                      (4,564)               (3,563)
                                                                        ---------           ------------

    CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                                     (824)                 (354)
                                                                       ----------            -----------
     Net cash used in investing activities                                   (824)                 (354)
                                                                       ----------            ----------

 CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term borrowings, net
                                                                            1,063             (10,507)
Net proceeds (payments) of indebtedness                                       282                (543)

Proceeds from issuance of stock                                             5,658              14,105
Distribution to stockholders                                                 (587)                 --
                                                                        ---------             --------


       Net cash provided by financing activities                            6,416               3,055
                                                                        ---------
       Net effect of foreign currency translation                             (80)                (18)
                                                                        ---------
       Net increase (decrease) in cash                                        948                (880)
   Cash at beginning of period                                              2,219               1,135
                                                                        ---------              -------
   CASH AT END OF PERIOD                                                  $ 3,167              $  255
                                                                        =========
</TABLE>


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

                                       6

<PAGE>
                          Glasgal Communications, Inc.
              Notes to Unaudited Consolidated Financial Statements
                 (in thousands, except share and 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 and six months ended
October 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  the new  standard  for the three and six
months  ended  October 31,  1997,  basic  earnings  (loss) per common share from
continuing operations,  discontinued  operations and net income per common share
would have been $0, based on 27,711,000  and 27,096,000  basic weighted  average
shares for the three and six months,  respectively.  Diluted  earnings per share
would have been the same as basic earnings per share.

                                       7

<PAGE>
(4) Debt

         The  Company's  credit  facility  requires  the  Company to comply with
certain  financial and  non-financial  convenants.  As of October 31, 1997,  the
Company was not in  compliance  with certain  covenants and is in the process of
obtaining  waivers.  As there can be no  assurances  that such  waivers  will be
obtained,   certain  long-term  debt,   approximately  $2.6  million,  has  been
classified as current.

(5)  Equity

         In June and July 1997, the Company,  through private  placement  equity
offerings, issued 855,000 shares of common stock for approximately $3.1 million.

         In August 1997,  the Company issued 237,000 shares of common stock upon
the conversion of $0.8 million aggregate  principal plus accrued interest of the
Company's convertible notes.

         In October 1997, holders of redeemable warrants purchased approximately
2,743,000  shares of common  stock at a price of $3.75 per share.  As of October
31, 1997  approximately  $0.7 million is included in other current  assets as it
was received in November 1997.

Public Offering

         On November 12, 1997 the Company filed a Registration Statement on Form
S-1 with the Securities and Exchange Commission for the sale of 4,000,000 shares
of Common Stock. The net proceeds to the Company from this offering are intended
to be used for the  repayment of  outstanding  debt,  working  capital,  capital
equipment and potential acquisitions.

Supplemental Disclosure of Cash Flows

                                              1996                          1997
Interest Paid                                $ 707                         $ 828



Supplemental disclosures of non-cash investing and financing activities

In August 1997, holders of convertible notes converted $0.8 million of principal
plus accrued and unpaid interest into 237,000 shares of common stock.

                                       8

<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 AND SIX MONTHS ENDED OCTOBER 31, 1997

NET SALES.  Net sales for the three and six months  ended  October 31, 1997 were
$19.5 million and $38.1 million  compared to $16.4 million and $32.2 million for
the three and six months  ended  October 31, 1996,  representing  an increase of
19.3% and 18.4% for the three and six months respectively. A significant portion
of the  increase  for the three and six months  ended  October  31, 1997 was the
result of the Company's focus on and an increase in sales to indirect customers.
Included in net sales for the six months  ended  October  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.

GROSS PROFITS. Gross profits for the three and six months ended October 31, 1997
were $7.4 million and $14.8  million  compared to $6.2 million and $13.0 million
for the  three and six  months  ended  October  31,  1996.  Gross  profits  as a
percentage of net sales for the three and six months ended October 31, 1997 were
38.1% and 38.7%  compared to 38.0% and 40.4% for the three and six months  ended
October 31, 1996.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative expenses for the three and six months ended October 31, 1997 were
$6.9 million and $13.7 million compared to $4.7 million and $9.2 million for the
three and six months ended October 31, 1996. As a percentage of sales,  selling,
general and  administrative  expenses  represented 35.1% and 35.9% for the three
and six months ended  October 31, 1997 compared to 28.6% and 28.6% for the three
and six months  ended  October 31, 1996.  The  increase in selling,  general and
administrative is partly  attributable to an increase in  infrastructure  costs,
including  personnel  to support the  Company's  migration  to the more  complex
service  business.  During the three months  ended  October 31, 1997 the Company
revised its  estimate of a potential  liability  established  in a prior  period
which resulted in a reduction in selling, general and administrative expenses of
$600,000.

INTEREST  EXPENSE.  Interest  expense for the three and six months ended October
31, 1997 was $550,000 and  $1,005,000  compared to $314,000 and $594,000 for the
three and six months ended October 31, 1996.  This increase in interest  expense
is primarily attributable to an increase in the average debt outstanding for the
period.

FINANCIAL POSITION

         The Company's  working  capital as of October 31, 1997 was $8.3 million
compared to a working capital deficiency of $3.0 million as of April 30, 1997.

                                       9

<PAGE>

         The Company has a credit facility with a bank that provides for maximum
borrowing of $17 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 formula of
receivables  and  inventory.  Outstanding  borrowings  under  the term  loan and
revolving  credit  facility as of October  31,  1997 were $1.8  million and $1.2
million, respectively.

         The  Company's  credit  facility  requires  the  Company to comply with
certain financial and nonfinancial covenants. As of October 31, 1997 the Company
was not in compliance with certain convenants 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, holders of redeemable warrants purchased approximately
2,743,000  shares of common stock at a price of $3.75 per share,  aggregate  net
proceeds of $9.8 million.

         On November 12, 1997,  the Company  filed a  Registration  Statement on
Form S-1 with the Securities  and Exchange  Commission for the sale of 4,000,000
shares of Common  Stock.  The net proceeds to the Company from this offering are
intended to be used for the  repayment of  outstanding  debt,  working  capital,
capital equipment and potential acquisitions.


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


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

                  None








                                       11

<PAGE>

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


ITEM 6:           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  11     Statement of Per Share Earnings
                  27     Financial Data Schedule

         (b)      Reports on Form 8-K

                  On  September  24, 1997 and October 20, 1997,  the  Registrant
                  filed two reports on Form 8-K  relating to the  redemption  of
                  its publicly traded redeemable warrants.














                                       12

<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


Date:  December  15, 1997              By: JAMES M. CACI
                                           -------------------
                                           James M. Caci
                                           Chief Financial Officer and Duly
                                           Authorized Officer