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, 1996

[   ]       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.)


151 VETERANS DRIVE NORTHVALE, NJ                                07647
-------------------------------                               ----------
(Address of principal executive                               (Zip Code)
offices)

                                 (201) 768-8082
               --------------------------------------------------
               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,
1996 was 20,552,768.


                                       1
<PAGE>

                          GLASGAL COMMUNICATIONS, INC.
                                    FORM 10-Q
                       THREE MONTHS ENDED OCTOBER 31, 1996


                                      INDEX




PART I:  FINANCIAL INFORMATION

                                                                            PAGE
         Item 1:  Consolidated Financial Statements

                  Balance Sheets at October 31, 1996 and
                  April 30, 1996                                             3

                  Statements of Operations for the three months ended
                  October 31, 1996 and 1995                                  4

                  Statements of Operations for the six months ended
                  October 31, 1996 and 1995.                                 5

                  Statements of Cash Flows for the six months ended
                  October 31, 1996 and 1995                                  6

                  Notes to Unaudited Consolidated Financial Statements       7

         Item 2:  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                       10


PART II: OTHER INFORMATION

         Item 4:  Submission of Matters to a Vote of Security Holders       12

         Item 6:  Exhibits and Reports of Form 8-K                          13


                                       2
<PAGE>
                          GLASGAL COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                APRIL 30, 1996         OCTOBER 31, 1996
                                                                                --------------         ----------------

<S>                                                                              <C>                     <C>         
ASSETS
------------------------------------------------
CURRENT ASSETS:
   Cash                                                                          $  2,219,564            $  3,166,754
   Accounts receivable, net                                                        15,571,675              19,492,946
   Inventory                                                                        6,039,863               5,498,081
   Prepaid expenses and other                                                       1,092,751               2,037,266
                                                                                 ------------            ------------

               Total current assets                                                24,923,853              30,195,047

PROPERTY AND EQUIPMENT, NET                                                         7,006,862               6,972,048

OTHER ASSETS                                                                        3,003,267               2,679,045
                                                                                 ------------            ------------

               Total assets                                                      $ 34,933,982            $ 39,846,140
                                                                                 ============            ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
------------------------------------------------

CURRENT LIABILITIES:
   Short-term borrowings                                                         $ 11,232,130            $ 11,049,423
   Current portion of long-term
      obligations                                                                   2,685,328               2,107,833
   Accounts payable                                                                13,617,917              14,411,506
   Accrued liabilities                                                              7,611,488               6,536,545
                                                                                 ------------            ------------

               Total current liabilities                                           35,146,863              34,105,307
                                                                                 ------------            ------------

LONG-TERM OBLIGATIONS                                                               3,595,247               3,215,109
                                                                                 ------------            ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT):
   Common Stock                                                                        20,261                  20,552
   Preferred Stock                                                                       --                       350
   Additional paid-in capital                                                      11,978,404               8,461,087
   Accumulated deficit                                                            (15,559,326)             (5,629,643)
   Cumulative translation adjustment                                                 (247,467)               (326,622)
                                                                                 ------------            ------------
      Total shareholders' equity (deficit)                                         (3,808,128)              2,525,724
                                                                                 ------------            ------------

      Total liabilities and shareholders' equity (deficit)                       $ 34,933,982            $ 39,846,140
                                                                                 ============            ============
</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,
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                               1995                        1996
                                                                                           ------------                 ------------
<S>                                                                                       <C>                           <C>         
                                                                                          $  32,169,541                 $ 25,234,263
SALES
   Operating Costs:
     Cost of Sales                                                                           20,896,776                   16,975,990
     Selling, general and administrative                                                     10,161,617                    7,349,964
     Acquisition Costs                                                                             --                        405,350
                                                                                           ------------                 ------------

TOTAL OPERATING EXPENSES                                                                     31,058,393                   24,731,304
                                                                                           ------------                 ------------


OPERATING INCOME                                                                              1,111,148                      502,959

INTEREST EXPENSE, NET                                                                           607,410                      390,244
                                                                                           ------------                 ------------

INCOME BEFORE TAXES                                                                             503,738                      112,715

INCOME TAXES                                                                                     59,188                       80,673
                                                                                           ------------                 ------------

INCOME BEFORE EXTRAORDINARY ITEM                                                                444,550                       32,042

EXTRAORDINARY ITEM                                                                              223,000                         --
                                                                                           ------------                 ------------

NET INCOME                                                                                 $    221,550                 $     32,042
                                                                                           ============                 ============


INCOME PER SHARE

   Income before extraordinary item                                                        $        .02                 $       --

   Extraordinary item                                                                              (.01)                        --
                                                                                           ------------                 ------------

NET INCOME                                                                                 $       . 01                 $       --
                                                                                           ============                 ============

AVERAGE OUTSTANDING COMMON

  AND EQUIVALENT SHARES                                                                      21,142,840                   25,744,827
                                                                                           ------------                 ------------

</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,
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                               1995                         1996
                                                                                           ------------                 ------------
<S>                                                                                        <C>                          <C>         
                                                                                           $ 62,953,754                 $ 52,610,486
SALES

   Operating Costs:
     Cost of Sales                                                                           40,449,906                   34,529,004
     Selling, general and administrative                                                     19,946,551                   15,026,552
     Acquisition Costs                                                                             --                        502,350
                                                                                           ------------                 ------------

TOTAL OPERATING EXPENSES                                                                     60,396,457                   50,057,906
                                                                                           ------------                 ------------


OPERATING INCOME                                                                              2,557,297                    2,552,580

INTEREST EXPENSE, NET                                                                         1,143,043                      800,161
                                                                                           ------------                 ------------

INCOME BEFORE TAXES                                                                           1,414,254                    1,752,419

INCOME TAXES                                                                                     58,976                      326,142
                                                                                           ------------                 ------------

INCOME BEFORE EXTRAORDINARY ITEM                                                              1,355,278                    1,426,277

EXTRAORDINARY ITEM                                                                              223,000                         --
                                                                                           ------------                 ------------

NET INCOME                                                                                 $  1,132,278                 $  1,426,277
                                                                                           ============                 ============

INCOME PER SHARE

   Income before extraordinary item                                                        $        .07                 $        .06

   Extraordinary item                                                                              (.01)                        --
                                                                                           ------------                 ------------

NET INCOME                                                                                 $        .06                 $        .06
                                                                                           ============                 ============


WEIGHTED AVERAGE OUTSTANDING COMMON

  AND EQUIVALENT SHARES                                                                      20,563,344                   25,744,827
                                                                                           ------------                 ------------
</TABLE>
      The accompanying notes to unaudited consolidated financial statements
                    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,
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                        1995                1996
                                                                                                    -----------         -----------
<S>                                                                                                 <C>                 <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                                                       $ 1,132,278         $ 1,426,277
   Adjustments  to  reconcile  net  income to net cash  used in  operating
     activities:
   Depreciation and amortization                                                                        683,966             852,792
   Provision for doubtful accounts                                                                      234,421             234,416
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                                                        (5,189,362)         (4,155,687)
   (Increase) decrease in inventory                                                                    (752,573)            541,782
   (Increase) decrease in prepaid expenses and other assets                                          (2,516,646)           (732,378)
    Increase (decrease) in accounts payable,
     accrued and other liabilities                                                                   (2,306,518)           (249,400)
                                                                                                    -----------         -----------

Net cash provided by (used in) operating activities                                                  (8,714,434)         (2,082,198)
                                                                                                    -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                                                  (592,968)           (705,893)
                                                                                                    -----------         -----------
  Net cash provided by (used in) investing
  activities                                                                                           (592,968)           (705,893)
                                                                                                    -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase (decrease) in short-term borrowings, net                                                  1,974,251            (182,707)
   Payments of indebtedness                                                                             (26,261)           (957,633)
   Proceeds from exercise of stock options
   Proceeds from stock/warrant issuance's                                                             7,132,194           5,541,789
   Distribution to stockholders                                                                        (239,399)           (587,013)
                                                                                                    -----------         -----------

     Net cash provided by financing activities                                                        8,840,785           3,814,436
                                                                                                    -----------         -----------
     Net effect of translation on cash                                                                   65,680             (79,155)
                                                                                                    -----------         -----------
     Net increase (decrease) in cash                                                                   (400,937)            947,190
CASH AT BEGINNING OF PERIOD                                                                             265,540           2,219,564
                                                                                                    -----------         -----------
CASH AT END OF PERIOD                                                                               $  (135,397)        $ 3,166,754
                                                                                                    ===========         ===========


SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:

  Interest paid                                                                                     $   983,272         $   706,794
  Income taxes paid                                                                                 $    14,202                --
</TABLE>



                                       6
<PAGE>
                          Glasgal Communications, Inc.
               Notes to Unaudited Consoliated Financial Statements


(1) Business

            Glasgal  Communications,  Inc.  ("Glasgal")  and  its  wholly  owned
subsidiaries Signatel,  Ltd. ("Signatel"),  HH Communications,  Inc. ("HH"), and
Datatec  Industries,  Inc.  ("Datatec")  (see Note 3)  provide  a full  range of
services from designing customer  networking  systems,  deploying and installing
such  systems,  supporting  such  systems and  requisitioning  the  hardware and
operating  software  used in  such  systems.  Glasgal's  80%  owned  subsidiary,
Computer-Aided Software Integration,  Inc. ("CASI") develops and markets a suite
of software products known as the "Integrators' Workbench Product Series", which
automates the configuration and integration processes.

(2) Basis of Presentation

            The  consolidated  financial  statements  include  the  accounts  of
Glasgal,  Signatel,  HH,  Datatec  and CASI (the  "Company").  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,  1996.  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, 1996 are not  necessarily  indicative of
results expected for the full fiscal year.

            Through October 31, 1996, Datatec filed its Federal income tax as an
S Corporation.  As a result, Datatec's taxable income was includable directly in
the Federal income tax return of the  shareholders and no provision was made for
Federal  income  taxes.  Provision  was made for those  states in which  Datatec
operates  which do not  recognize  such an election or in which  Datatec has not
made such  election.  Effective  October  31,  1996,  Datatec  terminated  its S
Corporation  status and became subject to Federal  income taxes.  In conjunction
with the conversion  from an S Corporation to a C Corporation,  the  accumulated
deficit of Datatec  was  reclassified  from  accumulated  deficit to  additional
paid-in capital.


                                       7
<PAGE>
(3)  Acquisitions

HH COMMUNICATIONS, INC.

            On July 31, 1996, the Company acquired all of the outstanding shares
of HH  Communications,  Inc. in exchange for 1,500,000 shares of common stock of
Glasgal Communications, Inc. The transaction has been accounted for as a pooling
of interests. Presented below are the individual company and combined annual net
sales and net income.
<TABLE>
<CAPTION>
                                        GLASGAL                      HH                 COMBINED
                                      -------------           ---------------       --------------
<S>                                    <C>                    <C>                    <C>
For the year ended
December 31,1993
----------------
Net Sales                              $ 36,391,174           $    897,295           $ 37,288,469
Net Income                                 (147,333)                43,863               (103,470)
For the four months ended 
April 30, 1994
--------------
Net Sales                                11,154,560                519,554             11,674,114
Net Income                               (2,145,578)               156,206             (1,989,372)
For the year ended
April 30,1995
-------------
Net Sales                                35,161,298              3,095,316             38,256,614
Net Income                               (1,642,789)               (92,519)            (1,735,308)
For the year ended
April 30, 1996
--------------
Net Sales                                41,780,821              6,307,776             48,088,597
Net Income                               (1,180,157)              (288,587)            (1,468,744)
</TABLE>

The combined results are not necessarily  indicative of what actually would have
occurred if the  acquisition  had been in effect for all periods  presented.  In
addition,  they are not intended to be a projection of future results and do not
reflect any synergy's that might be achieved from combined operations.

DATATEC INDUSTRIES, INC.

            On October 31, 1996, the Company  acquired 98.5% of the  outstanding
shares of Datatec  Industries,  Inc. in exchange for 4,000,000  shares of common
stock of Glasgal Communications,  Inc. The transaction has been accounted for as
a pooling of interests.  Presented below are the individual company and combined
annual net sales and net income.



                                       8
<PAGE>
<TABLE>
<CAPTION>
                                        GLASGAL                  DATATEC                COMBINED
                                      -------------           ---------------       --------------
<S>                                    <C>                    <C>                    <C>
For the year ended 
December 31,1993
----------------
Net Sales                              $  37,288,469          $  46,372,821          $  83,661,290
Net Income                                  (103,470)             6,449,991              6,346,521
For the four months ended
April 30, 1994
--------------
Net Sales                                 11,674,114             14,080,866             25,754,980
Net Income                                (1,989,372)            (1,638,350)            (3,627,722)
For the year ended
April 30,1995
-------------
Net Sales                                 38,256,614             64,848,900            103,105,514
Net Income                                (1,735,308)              (656,667)            (2,391,975)
For the year ended
April 30, 1996
--------------
Net Sales                                 48,088,597             68,800,265            116,888,862
Net Income                                (1,468,744)           (11,949,725)           (13,418,469)
</TABLE>
Included in the amounts above for Datatec are net sales and net income of $0 and
$0 for the year ended  December  31,  1993,  $0 and $0 for the four months ended
April 30, 1994,  $12,224,845 and $227,344 for the year ended April 30, 1995, and
$14,684,948 and ($3,858,647) for the year ended April 30, 1996, that relate to a
Datatec subsidiary that was sold in September 1996.

            The combined results are not necessarily indicative of what actually
would  have  occurred  if the  acquisition  had been in effect  for all  periods
presented.  In  addition,  they are not  intended to be a  projection  of future
results and do not reflect any  synergy's  that might be achieved  from combined
operations.

(4) Preferred Stock

            On September 30, 1996,  October 29, 1996 and November 15, 1996,  the
Company  issued 250,000  shares,  25,000 shares and 75,000 shares of convertible
preferred  stock,  respectively.  The net  proceeds  from these  issuances  were
$6,590,000,  of which  $5,205,000  was received  prior to October 31, 1996.  The
preferred  stock is  convertible  into  common  stock at the  lesser  of (i) the
average  closing bid price of a share of common  stock for the five trading days
prior to the  issuance of the  preferred  stock or (ii) an average of 77% of the
average  closing bid price per share of common  stock for the five  trading days
immediately  preceding the conversion date.  Dividends on preferred stock accrue
at 6% per annum.


                                       9
<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, 1996

            Net sales for the three and six months  ended  October 31, 1996 were
$25,234,000  and  $52,610,000  compared to $32,170,000  and  $62,954,000 for the
three and six months ended  October 31,  1995.  This  represented  a decrease of
21.6% and 16.4%  respectively.  This  reduction can be attributed to the sale of
Datatec's  French  subsidiary,  the close of three  branch  offices,  as well as
changes  made by  Glasgal's  FES division to its  strategic  alliances  with the
federal  government.  In the three and six months ended October 31, 1996,  these
reductions in sales were  $8,712,000 and $11,248,000, respectively.  The Company
also believes that sales were adversely  affected by the lack of working capital
of its  subsidiary  Datatec and by the effort and focus on the  acquisition  and
merger of Datatec.

            Gross  profits for the three and six months  ended  October 31, 1996
were $8,258,000 and  $18,081,000  compared to $11,273,000 and $22,504,000 in the
three and six months ended  October 31, 1995.  Gross  profits as a percentage of
net sales were 33% and 34% for the three and six months  ended  October 31, 1996
compared to 35% and 36% for the three and six months ended October 31, 1995.

            Selling,  general and  administrative  expenses for the three months
ended October 31, 1996 were  $7,755,000  compared to  $10,162,000  for the three
months ended October 31, 1995. Selling,  general and administrative expenses for
the six months ended October 31, 1996 were  $15,529,000  compared to $19,947,000
for the six months ended October 31, 1995. The decrease in selling,  general and
administrative  expenses is the result of  continuous efforts on the part of the
Company  to reduce  costs and  expenses,  including  $1,558,000  and  $3,221,000
relating to expenses of Datatec's  French  subsidiary.  Particularly the Company
has  reduced  the  number  of  facilities  and the  square  footage  within  the
facilities it leases. The Company also instituted a workforce  reduction program
in late April 1996 that has contributed significantly to a reduction in costs.

            Interest  expense for the three  months  ended  October 31, 1996 was
$390,000  compared to $607,000  for the three  months  ended  October 31,  1995.
Interest expense for the six months ended October 31, 1996 was $800,000 compared
to $1,143,000 for the six months ended October 31, 1995.

            The Company's net income for the three months ended October 31, 1996
was $32,000  compared to $222,000 for the three  months ended  October 31, 1995.
Included in the three months ended October 31, 1996 were approximately  $405,000
of


                                       10
<PAGE>
costs  relating to the  acquisition  of  Datatec.  Net income for the six months
ended October 31, 1996 was $1,426,000  compared to $1,132,000 for the six months
ended  October 31, 1995.  Included in the six months ended October 31, 1996 were
$502,000 of costs relating to the acquisition.

FINANCIAL POSITION

            The Company's working capital  deficiency as of October 31, 1996 was
$3,910,000 compared to $10,223,000 as of April 30, 1996.

            The Company has credit  facilities  with several  banks that provide
for maximum  borrowing of  $12,250,000.  The maturity of the  company's  primary
credit facility is March 31, 1997. The Company utilizes its credit facilities to
fund working capital needs. As of October 31, 1996 the Company had approximately
$11,049,000 outstanding under these credit facilities.


                                       11
<PAGE>
                          GLASGAL COMMUNICATIONS, INC.
                                    FORM 10-Q
                           PART II - OTHER INFORMATION


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

                        None











                                       12
<PAGE>
                          GLASGAL COMMUNICATIONS, INC.
                                    FORM 10-Q
                     PART II - OTHER INFORMATION - CONTINUED


ITEM 6:     EXHIBITS AND REPORTS ON FORM 8-K

            (a) Exhibits

                2  Stock Purchase Agreement dated as of October 31, 1996
                   by and among Datatec Industries, Inc., those stockholders
                   listed on Schedule 1.1 thereto and Glasgal Communications,
                   Inc. (incorporated  by  reference  from the  Company's  
                   report  on Form 8-K  filed on November 8, 1996.)

               27  Financial Data Schedule


            (b) Reports on Form 8-K

                   On November  8, 1996,  the  registrant  filed a
                   report   regarding  the   acquisition  of
                   Datatec Industries, Inc., a provider of data
                   communications equipment and service.

                   On November 27, 1996, the registrant filed a report
                   relating to the issuance of preferred stock to
                   Southbrook International Investments, Ltd.












                                       13
<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 23, 1996                By:       JAMES M. CACI
                                           -------------------------------
                                        James M. Caci
                                        Chief Financial Officer and Duly
                                        Authorized Officer


                                       14