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

------------------------------------------------------------------------------
                                    FORM 10-Q
------------------------------------------------------------------------------

(Mark One)

     X  Quarterly  Report  Pursuant  To  Section  13 Or 15(d) Of The  Securities
Exchange Act Of 1934.

For the quarterly period ended June 30, 1997
                                       OR

______      Transition Report Pursuant To Section 13 Or 15(d) Of The
Securities Exchange Act Of 1934.

For the transition period from _____________________ to _____________________.

                         Commission File Number: 0-26902

                          NIMBUS CD INTERNATIONAL, INC.
             (exact name of registrant as specified in its charter)

                       Delaware                  54-1651183
           (State or other jurisdiction of    (I.R.S. Employer
            incorporation or organization)   Identification No.)

                               623 Welsh Run Road
                          Ruckersville, Virginia 22968
                    (Address of principal executive officers)

                         Telephone Number (804) 985-1100
              (Registrant's telephone number, including area code)

      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    _______
                        ---------

      As of August 12,  1997 there were  20,870,579  shares of the  Registrant's
Common Stock outstanding.
<PAGE>

                          NIMBUS CD INTERNATIONAL, INC.
                                      INDEX

                          PART 1. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements:

        Condensed Consolidated Balance Sheets
        June 30, 1997 and March 31, 1997.........................3

        Condensed Consolidated Statements of Income
        Three months ended June 30, 1997 and 1996................4

        Condensed Consolidated Statements of Cash Flows
        Three months ended June 30, 1997 and 1996................5

        Notes to Condensed Consolidated Financial Statements.....6

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations................................8


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.......................................10

        Signatures..............................................12

<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                NIMBUS CD INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except share data)
<TABLE>
<S>                                         <C>           <C>
                                             June 30,      March 31,
                                               1997           1997
                                            ------------  ------------
                  ASSETS                    (Unaudited)
Current Assets:
   Cash and cash equivalents                          $             $
                                                  9,223         7,790
   Accounts and notes receivable, less
      allowances for doubtful accounts of        25,941        26,393
      $2,670 and $1,812
   Inventories                                    1,702         2,217
   Prepaid expenses                               1,231         1,329
   Deferred income taxes                          3,430         3,415
                                            ------------  ------------
      Total current assets                       41,527        41,144
                                            ------------  ------------
   Property, plant and equipment, net            66,734        63,431
   Other assets and intangibles                   3,656         3,697
                                            ============  ============
                                             $  111,917   $   108,272
                                            ============  ============

   LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
   Accounts payable                               7,554         5,617
   Current portion of long-term debt              5,595         5,159
   Accrued expenses and other liabilities        15,086        13,533
   Income taxes payable                           7,211         6,665
                                            ------------  ------------
      Total current liabilities                  35,446        30,974
                                            ------------  ------------

Long-term debt                                   18,143        20,840
Deferred income taxes                             3,579         3,561
Other liabilities                                 1,471           475

Commitments and contingencies Stockholders' equity:
   Preferred stock, $0.01 par value;
      authorized 2,000,000 shares, no
      shares issued or outstanding
   Common stock, $0.01 par value,
      60,000,000 shares authorized
      39,012,786 shares issued; 20,870,579          390           390
      shares outstanding
   Paid-in capital                               66,775        66,775
   Retained earnings                             32,674        31,969
   Cumulative foreign currency translation          529           378
   adjustments
                                            ------------  ------------
                                                100,368        99,512
   Treasury stock, at cost, 18,142,207          (47,090)      (47,090)
   shares
                                            ------------  ------------
      Total stockholders' equity                 53,278        52,422
                                            ============  ============
                                             $  111,917    $  108,272
                                            ============  ============
</TABLE>
                       See accompanying notes to condensed
                       consolidated financial statements.
<PAGE>

                          NIMBUS CD INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<S>                                    <C>          <C>
                                         Three months ended
                                              June 30,
                                          1997         1996
                                       ----------   ----------

Net sales                              $  28,222     $ 29,229
Cost of goods sold                        21,304       21,277
                                       ----------   ----------
   Gross profit                            6,918        7,952

Selling, general and administrative        5,282        4,219
expenses
                                       ----------   ----------
   Operating income                        1,636        3,733

Interest expense                             698          600
Other (income) expense, net                (217)         (80)
                                       ----------   ----------
   Income before income taxes              1,155        3,213

Provision for income taxes                   450        1,204
                                       ==========   ==========
   Net income                             $  705       $2,009
                                       ==========   ==========

Earnings per share                        $ 0.03       $ 0.09
                                       ==========   ==========

Weighted average shares outstanding       22,961       23,025
                                       ==========   ==========
</TABLE>
                       See accompanying notes to condensed
                       consolidated financial statements.
<PAGE>

                NIMBUS CD INTERNATIONAL, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<S>                                                    <C>         <C>
                                                        Three Months Ended
                                                              June 30
                                                           1997       1996
                                                       ----------  ---------
Cash flows from operating activities:
   Net income                                             $  705   $  2,009
   Adjustments to reconcile net income to net cash
      provided by operating
      activities:
      Depreciation and amortization                        3,033      2,050
      Other, net                                            (11)          9
   Change in operating assets and liabilities:
      Accounts receivable-trade                              697        541
      Inventories                                            529      (346)
      Prepaid expenses                                       110      (123)
      Accounts payable                                     1,756      1,826
      Accrued expenses                                     1,484      1,046
      Income taxes payable                                   445      1,417
                                                       ----------  ---------
         Net cash provided by operating activities         8,748      8,429
                                                       ----------  ---------
Cash flows from investing activities:
   Purchase of property, plant and equipment             (5,752)    (5,920)
   Expenditures for computer software                      (134)      (276)
   Other investing activities                               (47)       (34)
                                                       ----------  ---------
         Net cash used in investing activities           (5,933)    (6,230)
                                                       ----------  ---------
Cash flows from financing activities:
   Proceeds from exercise of stock options                               41
   Revolving credit borrowings, net                        (750)      1,000
   Repayment of debt                                     (1,780)
   Capital contribution by minority interest               1,010
                                                       ----------  ---------
         Net cash (used in) provided by financing        (1,520)      1,041
         activities

Effect of exchange rate changes on cash                      138         90
   Net increase in cash                                    1,433      3,330
                                                       ----------  ---------
Cash and cash equivalents, beginning of period             7,790      3,593
                                                       ==========  =========
         Cash and equivalents, end of period            $  9,223   $  6,923
                                                       ==========  =========
</TABLE>
                       See accompanying notes to condensed
                       consolidated financial statements.

<PAGE>

                          NIMBUS CD INTERNATIONAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in thousands)
                                   (Unaudited)

1. Preparation of Interim Financial Statements

   The condensed  consolidated  financial statements of Nimbus CD International,
   Inc.  (referred to as "Nimbus" or the  "Company") for the three month periods
   ended June 30, 1997 and 1996 have been prepared in accordance  with the rules
   and  regulations of the Securities and Exchange  Commission  ("SEC").  In the
   opinion of management, these statements include all adjustments necessary for
   a fair  presentation of the financial  position,  operating  results and cash
   flows of all interim reporting periods reported herein.  All such adjustments
   are  of  a  normal  recurring  nature.   Certain   information  and  footnote
   disclosures   prepared  in  accordance  with  generally  accepted  accounting
   principles  have been either  condensed or omitted  pursuant to SEC rules and
   regulations.  However,  management  believes  that the  disclosures  made are
   adequate  for a fair  presentation  of results of  operations  and  financial
   position.  It is  suggested  that  these  financial  statements  be  read  in
   conjunction  with  the  Company's  audited  financial  statements  and  notes
   thereto,  together  with  management's  discussion  and analysis of financial
   condition and results of operations, contained in the Company's Annual Report
   to Stockholders  incorporated by reference in the Company's  Annual Report on
   Form 10-K for the fiscal year ended March 31,1997.  The results of operations
   for the three months ended June 30, 1997 are not  necessarily  indicative  of
   the results for the entire fiscal year ending March 31, 1998.

2. Inventories
   Inventories consisted of the following:
<TABLE>
      <S>                                 <C>          <C>
                                            June 30,     March 31,
                                              1997         1997

       Raw materials                       $  1,258     $  1,518
       Work-in-process                           96          236
       Finished goods                           348          463
                                          ===========  ===========
                                           $  1,702     $  2,217
                                          ===========  ===========
</TABLE>
3. Property, Plant and Equipment
   Property, plant and equipment consisted of the following:
<TABLE>
      <S>                                 <C>           <C>
                                            June 30,     March 31,
                                              1997         1997

       Land, buildings and improvements   $  20,997     $ 20,865
       Machinery and equipment               68,151       62,925
       Construction in progress               6,237        5,976
                                          -----------   ----------
                                             95,385       89,766
       Less accumulated depreciation        (28,651)     (26,335)
                                          -----------   ----------
         Net property, plant and equipment $ 66,734     $ 63,431
                                          ===========   ==========
</TABLE>
<PAGE>

4.  Commitments and Other Matters:

      a) Capital Expenditures:  At June 30, 1997, commitments for capital
         expenditures amounted to approximately $6,917.

      b) Litigation and related matters: On March 18, 1996, the Company received
         notification  from the United States  Environmental  Protection  Agency
         ("EPA") alleging that the Company was a Potentially  Responsible  Party
         ("PRP") for the cleanup of surface water  contamination at the Cherokee
         Oil Company Site (the "Site") in Charlotte,  North  Carolina  which was
         used by the  Company  for the  disposal  of certain  byproducts  of its
         manufacturing processes.  Subsequently,  the U.S. Department of Justice
         notified  the  Company  that  it  intended  to  seek  recovery  of  the
         approximately $6.4 million  environmental  cleanup cost incurred at the
         Site from the Company and the other PRPs,  each of which was considered
         to be jointly and severally  liable.  In April,  1997,  the Company and
         numerous other PRPs reached a settlement  with the EPA. Under the terms
         of the  settlement,  58 PRPs and the Site owner have reimbursed the EPA
         $4.0  million  for  the  cleanup  costs.  The  Company's  share  of the
         aggregate  settlement,  paid June 25, 1997,  was $277,  which was fully
         provided for at March 31, 1997.

5.    Accounting Standard Changes

      Effective  March 31,  1998,  the Company will adopt  Financial  Accounting
      Standards  Board  Statement  of  Financial  Accounting  Standards  No. 128
      "Earnings  Per Share" which will  supersede  Accounting  Principles  Board
      Opinion No. 15 "Earnings  Per Share".  This new  statement  requires  that
      "basic  earnings  per share" be computed by dividing  income  available to
      common  stockholders  by the  weighted  average  number of  common  shares
      outstanding for the period.  "Diluted earnings per share" will reflect the
      potential  dilution if stock options or other  securities  would result in
      the  issuance or  exercise of  additional  shares of common  stock.  Early
      adoption of the standard is prohibited;  however, the Company has computed
      the pro  forma  earnings  per share  amounts  using  the new  standard  as
      follows:
<TABLE>
      <S>                         <C>          <C>
                                 Three Months Ended June 30,                                  ------------------------
                                      1997         1996
                                  -----------  -----------
       Basic earnings per share      $0.03        $0.10
       Diluted earnings per share    $0.03        $0.09
</TABLE>
<PAGE>

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

Results of Operations

Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996

Net Sales.  Total discs sold increased  11.5% to 36.8 million discs in the three
months ended June 30, 1997 from 33.0  million  discs in the same period of 1996.
The increase was the result of a 26.1%  increase in CD-Audio  unit sales to 16.9
million discs in the three months ended June 30, 1997 from 13.4 million discs in
the same period of 1996.  CD-ROM unit sales increased 0.5% to 19.7 million units
in the three  months  ended June 30,  1997 from 19.6  million  units in the same
period of 1996. In the United States,  CD-Audio  volume  increased  20.3% to 7.7
million  discs in the three  month  period  ended June 30, 1997 from 6.4 million
discs in the same period of 1996.  United Kingdom CD-Audio unit volume increased
31.4% to 9.2 million discs from 7.0 million discs. CD-ROM sales decreased in the
United  States by 11.0% to 13.7 million discs in the quarter ended June 30, 1997
from 15.4  million  discs in the same period of 1996,  while the United  Kingdom
experienced  a 42.9%  increase in CD-ROM unit sales to 6.0 million  discs in the
quarter  ended June 30, 1997 from 4.2 million  units in the same period of 1996.
In addition,  182,000 DVD discs were sold in the United  States during the three
month period ending June 30, 1997.

Net sales  decreased  3.4% to $28.2  million in the three  months ended June 30,
1997 from  $29.2  million in the same  period of 1996 due to the  closing of the
Company's  Sunnyvale facility which operated as Nimbus Software  Services,  Inc.
("NSS"). NSS contributed revenues of $2.2 million from turnkey and other related
services for the three month period ended June 30, 1996 compared to $0.3 million
for the same period of 1997.  Compact disc revenues,  including DVD, and related
services  increased  3.3% to $27.9  million in the three month period ended June
30, 1997 from $27.0 million for the same period of the prior year.  The increase
in CD revenues is attributable  to the increase in disc unit volumes,  which was
largely  offset by the  continued  decline in disc prices.  The average per disc
selling price  decreased to $.75 from $.82 for the quarters  ended June 30, 1997
and 1996,  respectively,  or 8.5%. The price decline was experienced both in the
United States and the United Kingdom,  and was partially  mitigated by favorable
currency exchange rate changes between the two countries,  as well as a shift in
sales  mix from  CD-ROM  to  CD-Audio,  which  typically  has a higher  per unit
packaging configuration.

Gross Profit.  Gross profit  decreased 13.8% to $6.9 million in the three months
ended June 30, 1997 from $8.0  million in the same period of 1996.  Gross profit
as a percent of net sales  decreased to 24.5% in the three months ended June 30,
1997 from 27.4% in the same period of 1996. The decrease in the Company's  gross
profit  margin  during the first  quarter of fiscal 1998 was due  primarily to a
$0.9 million increase in depreciation  expense  resulting from capital expansion
and  acquisition  projects in fiscal 1997 and 1998 in both the United States and
the United  Kingdom.  Also, the Company  incurred  additional  factory  overhead
charges, primarily labor and transportation, associated with transferring the CD
manufacturing  equipment and inventory from the Sunnyvale  facility to the Provo
plant.  These costs were largely  offset by reduced raw  material and  packaging
costs and a reduction in the overall  level of factory  overhead  charges due to
the  closure  of the  Company's  Sunnyvale  facility.  The  Company  anticipates
improvement in gross profit as a percentage of sales as depreciation charges are
absorbed by higher  production  volumes and the Company continues to realize the
benefits of restructuring  its North American  operations into the two remaining
plants.

Selling,   General  and   Administrative   Expenses.   Selling,   general,   and
administrative  expenses  increased  26.2% to $5.3  million in the three  months
ended June 30, 1997 from $4.2 million in the same period of the prior year. As a
percentage of net sales, selling,  general and administrative expenses increased
to 18.8% in the three  months  ended June 30, 1997 from 14.4% in the same period
of the prior year.  The  increase in the current  year  included a $0.5  million
increase  in the  allowance  for  doubtful  accounts  and $0.3  million of costs
incurred in the process of establishing the EuroNimbus operations in Luxembourg.
In addition,  the Company  experienced  higher legal and professional  fees, and
higher sales and marketing  costs  associated  with efforts to penetrate the OEM
and DVD markets.  The prior year selling,  general and  administrative  expenses
included  a  $0.2   million   provision   for  the  Cherokee  Oil  Company  Site
environmental clean-up costs.

<PAGE>

Operating Income.  Operating income decreased 43.2% to $1.6 million in the three
months  ended June 30, 1997 from $3.7  million in the same  period of 1996.  The
decrease in operating income was due to the lower net sales, higher depreciation
and selling,  general and  administrative  expenses  mentioned above.  Operating
income as a percent of net sales  decreased  to 5.7% in the three  months  ended
June 30, 1997 from 12.7% in the same period of 1996.

Interest Expense. Interest expense increased to $0.7 million in the three months
ended June 30, 1997 from $0.6  million in the same period of 1996.  The increase
in interest  expense  reflects an increase in the Company's  effective  interest
rate in the first quarter of fiscal 1998.

Income Taxes.  Income taxes  decreased to $0.4 million in the three months ended
June 30,  1997 from $1.2  million  in the same  period of the prior  year due to
lower income before income taxes. The effective tax rate was 39.0% for the three
months ended June 30, 1997 as compared with 37.5% for the prior year's  quarter.
The increase in the Company's  effective  income tax rate reflects the Company's
inability to record  income tax benefits on losses  incurred by its new European
operations in Luxembourg.

Liquidity and Capital Resources

Working capital,  which consists  primarily of cash, cash equivalents,  accounts
receivable,  and  inventories,  was $6.1 million at June 30,  1997,  compared to
$10.2 million at March 31, 1997.  Operating activities provided net cash of $8.7
million in the three month period ended June 30, 1997 compared with $8.4 million
in the prior year period.  Accounts  payable,  accrued expenses and income taxes
payable increased $3.7 million due to expenditures for capital equipment and the
timing of income tax and royalty payments.

Capital expenditures were $5.9 million for the three month period ended June 30,
1997.  Capital  expenditures  in fiscal  1998 are  related to the  expansion  of
compact disc manufacturing  capacity, the replacement and expansion of ancillary
production  equipment,  and the continued  upgrading of the Company's  worldwide
management   information   system.  The  Company  believes  that  these  capital
expenditures  and  working  capital  requirements  will be  financed  through  a
combination of funds provided by operating activities and availability under its
borrowing arrangements.

Accounting Standard Changes

Effective March 31, 1998, the Company will adopt Financial  Accounting Standards
Board Statement of Financial  Accounting  Standards No. 128 "Earnings Per Share"
which will supersede  Accounting  Principles  Board Opinion No. 15 "Earnings Per
Share".  This new statement requires that "basic earnings per share" be computed
by dividing  income  available to common  stockholders  by the weighted  average
number of common shares outstanding for the period. "Diluted earnings per share"
will reflect the potential  dilution if stock options or other  securities would
result in the issuance or exercise of additional  shares of common stock.  Early
adoption of the standard is  prohibited;  however,  the Company has computed the
pro forma earnings per share amounts using the new standard as follows:
<TABLE>
<S>                            <C>            <C>
                               Three Months Ended June 30,
                               ---------------------------
                                   1997           1996
                               ------------   ------------
Basic earnings per share           $0.03          $0.10
Diluted earnings per share         $0.03          $0.09
</TABLE>

Seasonality and Quarterly Information

The Company's sales are seasonal, with peak sales activity normally occurring in
the third fiscal quarter as retail chains increase  inventory before the holiday
season.  As a result,  operating  income is typically higher in the third fiscal
quarter as fixed operating costs are spread over generally  higher sales volume.
In addition, in order to provide for capacity demands, long lead time production
equipment is typically ordered for delivery during the first fiscal quarter and,
to a lesser extent, the second fiscal quarter. Equipment installations generally
result in some level of production inefficiency which may have a negative impact
on margins.  The effect on margins may be amplified  when equipment is installed
in the lower sales volume first and second quarters.  Further,  pricing and unit
volumes can impact comparative  quarterly financial results either positively or
negatively in a manner that may not  necessarily  be indicative of a full year's
results.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995

The  statements  included  or  incorporated  by  reference  into  the  Company's
Securities and Exchange Commission filings and shareholder  communications which
are not historical facts are  forward-looking  statements that involve risks and
uncertainties,  including,  but not  limited  to,  the  effect  of  changing  CD
technology and the possibility  that, over time, CD technology could be replaced
by another form of information storage and retrieval technology,  the dependence
of the Company's growth  prospects on the development of new  technologies  that
achieve market acceptance and create new demand for CDs and related services and
the  highly  competitive  nature  of the CD  manufacturing  industry  which  may
adversely affect prices for CDs and other aspects of the Company's business.

PART II.  OTHER INFORMATION

Item 1.     Legal Proceedings

On March 18, 1996,  the Company  received  notification  from the United  States
Environmental  Protection  Agency  ("EPA")  alleging  that  the  Company  was  a
Potentially   Responsible  Party  ("PRP")  for  the  cleanup  of  surface  water
contamination at the Cherokee Oil Company Site (the "Site") in Charlotte,  North
Carolina which was used by the Company for the disposal of certain byproducts of
its  manufacturing  processes.  Subsequently,  the U.S.  Department  of  Justice
notified the Company that it intended to seek recovery of the approximately $6.4
million  environmental  cleanup  cost  incurred to  remediate  the Site from the
Company  and the other  PRPs,  each of which was  considered  to be jointly  and
severally liable. In April,  1997, the Company and numerous other PRPs reached a
settlement with the EPA. Under the terms of the settlement, 58 PRPs and the Site
owner have reimbursed the EPA $4.0 million for the cleanup costs.  The Company's
share of the aggregate settlement, paid June 25, 1997, was $277, which was fully
provided for at March 31, 1997.

The Company is, from time to time,  involved in litigation  that it considers to
be in the ordinary course of business.

Item 6.     Exhibits and Reports on Form 8-K.

      A.    Exhibit 11 - Computation of Net Income Per Share of Common Stock.

      B.    Reports on Form 8-K
            No reports on Form 8-K were filed during the quarter  ended June 30,
            1997.
<PAGE>

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Dated:      August 12, 1997

                                       NIMBUS CD INTERNATIONAL, INC.
                                       (Registrant)

                                       L. Steven Minkel
                                       Executive Vice President and
                                       Chief Financial Officer


                                       Gary E. Krutul
                                       Corporate Controller
                                       (Principal Accounting Officer)
<PAGE>
                                                                      Exhibit 11

                          NIMBUS CD INTERNATIONAL, INC.
             COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK
                      (In thousands, except per share data)
                                   (Unaudited)
<TABLE>
<S>                                        <C>            <C>
                                            Three months ended June 30,
                                               1997           1996
                                           ------------   ------------
Primary and Fully Diluted:
   Weighted average common shares                20,870         20,839
     outstanding
   Netadditional  common shares issuable
     upon exercise of dilutive  warrants and
     stock options, determined by the treasury 
     stock method using the average market 
     price for options and warrants out-          2,091          2,186
     standing during the periods
                                           ------------   ------------
   Common shares and equivalents.                22,961         23,025
                                           ============   ============
   Net income.                                   $  705        $ 2,009
                                           ============   ============
   Earnings per share.                         $   0.03       $   0.09
                                           ============   ============
</TABLE>