<PAGE>
 
================================================================================


                                   FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                   For Quarterly Period Ended March 31, 1997
                                              --------------

                         Commission File Number 1-2982
                                                ------

                      ANCOR COMMUNICATIONS, INCORPORATED
                      ----------------------------------
       (Exact name of small business issuer as specified in its charter)



                  Minnesota                               41-1569659
                  ---------                               ----------
       (State or other jurisdiction of                 (IRS Employer
       incorporation or organization)                  Identification No.)


             6130 Blue Circle Drive  Minnetonka, Minnesota   55343
             -----------------------------------------------------
             (Address of principal executive offices)  (Zip code)


       Registrant's Telephone number, including area code (612) 932-4000
                                                          --------------

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 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 [_]

                                  10,571,863
                                  ----------
                   (Number of shares of common stock of the
                   registrant outstanding as of May 9, 1997)


================================================================================
<PAGE>
 
                      ANCOR COMMUNICATIONS, INCORPORATED

                                   FORM 10-Q
                        FOR THE QUARTERLY PERIOD ENDED
                                MARCH 31, 1997

<TABLE> 
<CAPTION> 
                                                                      Page
                                                                      ----

<S>                                                                   <C> 
PART I -  FINANCIAL INFORMATION
------    ---------------------
 
     ITEM 1:   FINANCIAL STATEMENTS
 
               Balance Sheets as of March 31, 1997 (unaudited)
               and December 31, 1996                                   3
                                                                       
               Statements of Operations for the three                       
               month periods ended March 31, 1997                           
               and 1996 (unaudited)                                    4
                                                                       
               Statements of Cash Flows for the three                       
               month periods ended March 31, 1997                           
               and 1996 (unaudited)                                    5
                                                                       
               Notes to Financial Statements                           6
                                                                       
                                                                       
     ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF                      
               FINANCIAL CONDITION AND RESULTS OF                           
               OPERATIONS                                              7
                                                                       
                                                                       
PART II - OTHER INFORMATION                                           10
-------   -----------------           
</TABLE> 

                                       2
<PAGE>
 
                        PART I - FINANCIAL INFORMATION
 
                         ITEM 1 - FINANCIAL STATEMENTS
                         -----------------------------
 
                      ANCOR COMMUNICATIONS, INCORPORATED
                                BALANCE SHEETS

<TABLE> 
<CAPTION> 
                                                                       March 31,               December 31,
                                                                         1997                      1996
                                                                    -------------             -------------
         ASSETS                                                      (Unaudited)
<S>                                                                 <C>                       <C> 
Current Assets:
   Cash and cash equivalents                                           $8,339,690                $  507,041
   Short-term investments                                                       0                 1,003,530
   Accounts receivable                                                  3,239,893                 4,019,000
   Inventories (Note 2)                                                 2,606,980                 2,695,961
   Other current assets                                                   250,518                   336,734
                                                                    --------------            --------------  
          Total current assets                                         14,437,081                 8,562,266
          
Equipment, net of accumulated                                       
 depreciation                                                           3,198,628                 2,838,116
 
Patents, Prepaid Royalties, and Other Assets,
       net of accumulated amortization                                    226,292                   247,754
Capitalized software development costs
       net of accumulated amortization                                    566,015                   614,188
                                                                    --------------            --------------
TOTAL ASSETS                                                          $18,428,016               $12,262,324
                                                                    ==============            ==============
         LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current Liabilities:
   Current maturities of long-term debt                                $   46,460                $   61,923
   Accounts payable                                                     1,617,601                 1,752,258
   Accrued liabilities                                                    338,416                   364,064
                                                                    --------------            --------------
          Total current liabilities                                     2,002,478                 2,178,245
                                                                 
Long-term Debt, less current maturities                                   167,460                   177,382
 
Shareholders' Equity  (Note 3)
   Preferred stock, par value $.01 per share,
        authorized 5,000,000 shares; issued and outstanding
        Series A, 170 shares in 1997 and 174 shares in 1996                    $2                        $2
        Series B, 855 shares in 1997 and none issued in 1996                   $9                        --    
   Common stock, par value $.01 per share,
        authorized 20,000,000 shares; issued and outstanding
        10,448,653 Shares in 1997 and 10,407,687 shares in 1996           104,487                   104,077
   Additional paid-in capital                                          35,220,018                27,071,820
   Accumulated deficit                                                (19,066,437)              (17,269,202)
                                                                     -------------            --------------
          Total shareholders' equity                                   16,258,078                 9,906,697
                                                                     -------------            --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $18,428,016               $12,262,324
                                                                     =============            ==============
</TABLE> 

                       See Notes to Financial Statements

                                       3
<PAGE>
 
                      ANCOR COMMUNICATIONS, INCORPORATED
                            STATEMENT OF OPERATIONS
                                  (Unaudited)
 
 
<TABLE> 
<CAPTION> 
                                                                                 Three Months Ended
                                                                                    March 31,
                                                                    ---------------------------------------
                                                                        1997                      1996
                                                                    -------------             -------------
<S>                                                                 <C>                       <C> 
Net Sales                                                            $1,802,778                $1,415,766
Cost of Sales                                                         1,093,068                   764,501
                                                                    -------------             -------------
 
   Gross Profit                                                         709,710                   651,265
 
Operating Expenses
   Selling, general and administrative                                1,501,996                   773,657
   Research and development                                           1,023,373                   742,619
                                                                    -------------             -------------
 
   Total operating expenses                                           2,525,370                 1,516,276
                                                                    -------------             -------------
 
   Operating loss                                                    (1,815,660)                 (865,011)
 
Other income (expense)
   Interest expense                                                      (2,599)                  (30,797)
   Other, net                                                            21,025                    39,021
                                                                    -------------             -------------
 
   Net Loss                                                         ($1,797,234)                ($856,787)
                                                                    =============             =============
 
 
Net loss per common share                                                ($0.18)                   ($0.10)
                                                                    =============             =============
 
Weighted average common and
common equivalent shares
outstanding                                                          10,430,948                 8,274,442
                                                                    =============             =============
</TABLE> 
 
                       See Notes to Financial Statements

                                       4
<PAGE>
 
                      ANCOR COMMUNICATIONS, INCORPORATED
                            STATEMENT OF CASH FLOWS
                                  (Unaudited)
 
<TABLE> 
<CAPTION> 
                                                              Three Months Ended
                                                                    March 31,
                                                   -------------------------------------- 
                                                           1997                  1996
                                                   ------------             ------------- 
<S>                                                <C>                      <C> 
CASH FLOW FROM OPERATING ACTIVITIES:                                             
   Net loss                                           ($1,797,234)            ($856,787)
   Adjustments to reconcile net loss to net                                  
   cash used in operating activities:             
     Depreciation and amortization                        219,620                66,805 
     Changes in current assets and liabilities:   
            Accounts receivable                           779,107              (404,668) 
            Inventories                                    88,981              (563,427)                                           
            Other current assets                           86,216                 6,267   
            Accounts payable                             (134,656)              122,985  
            Accrued liabilities                           (25,648)              (68,550) 
                                                       ------------         -------------
   Net cash used in operating activities                 (783,614)            (1697,375)   
                                                       ------------         -------------

CASH FLOW FROM INVESTING ACTIVITIES:                
   Purchases of equipment                                (558,670)             (304,468)
   Short-term investments                               1,003,530            (7,834,063)
   Decrease in other assets                                48,173                     0  
                                                       ------------         -------------
   Net cash provided by (used in) investing
    activities                                            493,033            (8,138,531)   
                                                       ------------         -------------

FLOW FROM FINANCING ACTIVITIES:                                                                                                
   Loan repayments                                        (25,385)               (9,077)
   Proceeds from preferred stock issuance               7,995,808             9,579,000 
   Proceeds from common stock issuance                                                                                              

       and exercise of options                            152,808                14,508                              
                                                     --------------         -------------
                                                                                                                                    

   Net cash provided by  financing activities           8,123,230             9,584,431
                                                     --------------         -------------
                                                                                                                                    

Net increase (decrease) in cash                         7,832,649              (251,475)                
Cash, at beginning of period                              507,041               251,475                              
                                                     --------------         -------------
Cash, at end of period                                 $8,339,690                    $0                              
                                                     ==============         =============                                           

 
Supplemental Schedule of Noncash Investing and Financing Activities:
   Equipment acquired under capital lease                      $0            $   60,000
                                                     ==============        ==============
</TABLE> 
 
                       See Notes to Financial Statements

                                       5
<PAGE>
 
                      ANCOR COMMUNICATIONS, INCORPORATED
                         NOTES TO FINANCIAL STATEMENTS
                                March 31, 1997
                                  (Unaudited)
 
NOTE 1 - BASIS OF PRESENTATION
 
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
In the opinion of management, the interim financial statements include all
adjustments necessary for a fair presentation of the results of operations for
the interim periods presented. Operating results for the three months ended
March 31, 1997 are not necessarily indicative of the operating results to be
expected for the year ending December 31, 1997
 
Net loss per common share is computed based upon the weighted average number of
common shares outstanding during the year. Common equivalent shares, consisting
of options, warrants and convertible preferred stock for all periods, were not
included in the computation as their effect was antidilutive. However, the 8 and
5 percent premium earned by the preferred shareholders in 1997 was added to the
net loss for computation purposes.
 
Certain information and footnote disclosures normally included in financial
statements in accordance with generally accepted accounting principles have been
condensed or omitted.
 
NOTE 2 - INVENTORIES
 
Inventories at March 31, 1997 and December 31, 1996 consisted of:

<TABLE> 
<CAPTION>  
                                                              1997                      1996
------------------------------------------------------------------------------------------------
<S>                                                    <C>                       <C> 
Raw materials                                          $    1,475,006            $       753,147
Work in process                                                     0                    437,023
Finished goods consigned to customers and others              542,150                    625,222
Finished goods                                                589,824                    880,569
                                                       -----------------------------------------          
                                                       $    2,606,980            $     2,695,961
                                                       =========================================
</TABLE> 

NOTE 3 - EQUITY FINANCING
 
In March 1997, the Board of Directors designated 900 shares of the Company's
authorized preferred stock as Series B Preferred Stock. This stock has a stated
value and liquidation preference of $10,000 per share, with an 5 percent per
annum conversion premium. The holders of Series B Preferred Stock are not
entitled to vote or to receive dividends.
 
On March 24, 1997, the Company sold 855 shares of Series B Preferred Stock
through a private placement at its stated value of $10,000 per share. Total net
proceeds from this private placement were $7,995,808, after reduction for
commissions and issuance costs of $554,192. In conjunction with the transaction,
the placement agent was granted a five year warrant to purchase 105,556 shares
of common stock at $4.86 per share. In addition, the investors have a right to
receive warrants to purchase common stock equal to 20% of their original
investment not converted to common stock as of March 24, 1998, divided by the
conversion price then in effect, with an exercise price equal to 115% of the
average closing bid price for five days ending on the one year anniversary date.
The Series B Preferred Stock outstanding on March 24, 1999, automatically
converts into common stock at the applicable conversion rate.

                                       6
<PAGE>
 
                                    ITEM 2
                                    ------

   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                  OPERATIONS


RESULTS OF OPERATIONS
---------------------

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996.

The following table sets forth, for the periods indicated, certain statements of
operations data as a percentage of net sales.

<TABLE> 
<CAPTION> 
                                                  For the Three Months
                                                    Ended March 31
                                                  ---------------------
                                                   1997           1996
                                                   ----           ----
<S>                            
Net Sales                                         <C>             <C> 
Cost of Goods Sold                                  100.0%        100.0%
                                                     60.6          54.0
Gross Profit                                                           
                                                     39.4          46.0
Operating Expenses:                                                    
  Selling, general & admin.                                            
  Research & development                             83.3          54.6
                                                     56.8          52.5
Total operating expenses                                               
                                                    140.1         107.1
Operating loss                                                         
                                                   (100.7)        (61.1)
Other income (expense)                                                 
  Interest expense                                                     
  Other, net                                         (0.1)         (2.2)
                                                      1.2           2.8
                                                    -----         -----
Net Loss                                                               
                                                    (99.7)%       (60.5)%
</TABLE>                                            =====         ===== 


      Net Sales  Net sales for the first quarter 1997 increased by $387,012
      ---------                                                            
(27%) from 1996 to $1,802,778.  This increase in net sales is due primarily to a
significant increase in net sales to an international customer as a result of
increased market acceptance of the Company's Fibre Channel products.  Net sales
to all international customers increased from $18,000 in first quarter 1996 to
$1,247,000 in the same period 1997, representing 69% of net sales for the
quarter.  The market acceptance of the Company's products is attributable to the
breadth of the Company's product offering for switches and adapters and the
Company's ability to deliver complete Fibre Channel networking solutions for
different connectivity environments.

                                       7
<PAGE>
 
The first quarter 1997 net sales increase was partially offset by the recording
of a reserve against sales of $368,000 during the first quarter of 1997 for
possible future product returns and customer stock rotation.  The Company does
not generally provide customers with a right of return at the date of sale;
however, in response to significant pressures from the marketplace, the Company
has allowed product returns in the past from certain customers as a marketing
concession to stimulate a positive impression of the Company and its products in
the marketplace.  Resellers have incorrectly anticipated the configuration
needed by end user equipment purchasers and have requested that purchased but
unused product be exchanged for the product needed to meet the end user
requirements.  In addition, certain end users have required that they deal with
Company directly versus the reseller, which has resulted in credits issued to
the resellers.  As a result of all of these factors, the Company increased its
net sales return reserve during the quarter to $250,000 ($500,000 gross sales
less the estimated value of product to be returned).

     Gross Profit.  Gross profit in the first quarter of 1997 increased to
     -------------                                                        
$709,710, or 39.4% of sales, from $651,265, or 46.0% of sales, in the first
quarter of 1996.  While the increase in gross profit dollars was attributable to
increased sales, the decrease in gross profit percentage is attributable to the
differing mix of adapters and switches.  First quarter 1997 net sales included
approximately double the number of adapters shipped in first quarter 1996.  The
proportionately greater number of lower margin adapters brought down the gross
profit percentage.

     Operating Expense.  The Company's operating expenses for the first quarter
     ------------------                                                        
of 1997 were approximately $2,525,000, or 140.1% of net sales, compared to
approximately $1,516,000, or 107.1% of net sales, in the first quarter of 1996.
The increase in operating expenses is due to an increase in the number of
employees, increased development costs for the network products, increased
promotion costs and increased selling expenses as sales volume increases.  The
number of employees in the first quarter 1997 was 30% greater than the first
quarter of 1996, resulting in personnel and related expenses $478,000 greater in
first quarter 1997 as compared with first quarter 1996.  Additionally, the
Company's ongoing aggressive commitment to front end spending for marketing and
sales tactics resulted in $258,000 greater advertising and marketing expenses in
first quarter 1997 as compared with first quarter 1996.

     Other Income (Expense).  Because the Company repaid in June 1996 a $1.5
     -----------------------                                                  
million note payable, interest expense decreased to $2,599 in first quarter 1997
from $30,797 in the same period 1996.  Interest income of $21,025 and $39,021 in
the first quarters of 1997 and 1996, respectively, was earned from the
investment of the net proceeds of preferred stock offerings occurring in March
of each year.

     Net Loss  The Company's net loss increased to approximately $1,797,000, or
     --------                                                                  
$0.18 per share in first quarter 1997, compared to a net loss of $857,000, or
$0.10 per share in first quarter 1996.  The greater net loss is primarily
attributable to greater operating expenses

                                       8
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES.
--------------------------------

The Company's cash, cash equivalents and short-term investments were
approximately $8,340,000 as of March 31, 1997, compared to approximately
$1,511,000 as of December 31, 1996.  Cash flows used in operating activities
totaled approximately $784,000, primarily due to the operating loss, as offset
by net collections of accounts receivable.  Cash flows provided by investing
activities totaled approximately $493,000 as a result of the liquidation of
short-term investments, offset by equipment purchases which included upgrades of
engineering desktop systems and continued internal construction of testing and
tooling equipment for the next generation of Fibre Channel switching products.
During the quarter, the Company completed a private placement transaction by
selling 855 shares of Series B 5% Preferred Stock which provided net proceeds of
approximately $8,000,000.  In conjunction with the transaction, the placement
agent was granted a five year warrant to purchase 105,556 shares of common stock
at $4.86 per share.  In addition, the investors have a right to receive warrants
to purchase common stock equal to 20% of their original investment not converted
to common stock as of March 24, 1998, divided by the conversion price then in
effect, with an exercise price equal to 115% of the average closing bid price
for five days ending on the one year anniversary date.  The Company believes
that the capital received from the private placement will provide adequate
liquidity to fund growth, operations, and capital expenditures for 1997.

                                       9
<PAGE>
 
                          PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

          None.

Item 2.   Changes in Securities.

          (a.)      None.
          (b.)      None.
          (c.)      On March 24, 1997, the Company completed a private placement
                    of $8,550,000 of Series B Preferred Stock. The Securities
                    were privately sold to accredited investors by Dunwoody
                    Brokerage Services, Inc. ("Dunwoody"). As consideration for
                    its services, Dunwoody received a fee equal to 6% of the
                    gross proceeds, plus a five-year warrant to purchase 105,556
                    shares of Common Stock at a price per share equal to $4.86.
                    The securities were sold pursuant to Rule 506 under
                    Regulation D.

                    The Series B Preferred Stock is convertible into Common
                    Stock of the Company at the lower of $4.86 per share or 85%
                    of the average closing bid price of the five trading days
                    prior to conversion (the "variable conversion price"),
                    provided, however, that if the variable conversion price
                    would be less than $2.835, then the conversion price is
                    equal to the lower of $2.835 or X% of the five-day average
                    closing bid price, where

                         X = 97% in the fifth month following the closing
                         X = 94% in the sixth month following the closing
                         X = 91% in the seventh month following the closing
                         X = 88% in the eighth month following the closing
                         X = 95% in the ninth month following the closing

Item 3    Defaults Upon Senior Securities.

          None.

Item 4.   Submission of Matters to a Vote of Securities Holders.

          None.

Item 5.   Other Information.

          None.

                                       10
<PAGE>
 
Item 6.   Exhibits and Reports on Form 8-K.

          (a.) Exhibits

               4.1 /a/   Loan and Warrant Purchase Agreement, dated as of June
                         24, 1992, between Ancor Communications, Incorporated
                         and International Business Machines Incorporated.

               4.2 /a/   Agreement and Amendment to Loan and Warrant Purchase
                         Agreement, dated March 10, 1994, by and among Ancor
                         Communications, Incorporated, International Business
                         Machines Corporation and IBM Credit Corporation.

               4.3 /b/   Second Amendment to Loan and Warrant Purchase Agreement
                         dated April 25, 1994, by and among Ancor
                         Communications, Incorporated, International Business
                         Machines Corporation and IBM Credit Corporation.

               4.4 /a/   Shareholders Agreement, dated as of June 24, 1992,
                         among Ancor Communications, Incorporated, International
                         Business Machines Incorporated and the shareholders of
                         the Company named on the signature page thereto.

               4.5 /c/   Representative's Warrant.

               4.6 /a/   Form of Warrant issued November 8, 1993.

               4.7 /f/   Form of Warrant issued April 28, 1995.

               4.8/ g/   Form of Warrant issued to Andcor Human Resources on
                         August 28, 1995.

               4.9/ g/   Form of Warrant issued to John G. Kinnard & Company on
                         October 23, 1995.

               4.10 /h/  Certificate of Designation of Series A Preferred Stock.

               4.11 /h/  Form of Warrant issued to Swartz Investments, Inc. on
                         March 7, 1996.

               4.12 /j/  Form of Warrant issued to Dunwoody Brokerage Services,
                         Inc. on March 24, 1997. 

                                       11
<PAGE>
 
               4.13 /j/  Form of Warrant to be issued to Purchasers of the
                         Company's Series B Preferred Stock.

               4.14 /j/  Certificate of Designation of Series B Preferred Stock.

               10.1 /a/  Form of Promissory Note, dated June 24, 1992, made by
                         Ancor Communications, Incorporated in favor of IBM
                         Credit Corporation in connection with the Loan and
                         Warrant Purchase Agreement referenced in Exhibit 4.2
                         above.

               10.2 /a/  Ancor Communications, Incorporated 1990 Stock Option
                         Plan.

               10.3 /a/  Ancor Communications, Incorporated 1994 Long-Term
                         Incentive and Stock Option Plan.

               10.4 /a/  Employment Agreement, dated January 1, 1994, between
                         Ancor Communications, Incorporated and Dale C. Showers.

               10.5 /a/  Employment Agreement, dated January 1, 1994, between
                         Ancor Communications, Incorporated and Stephen C.
                         O'Hara.

               10.6 /a/  Employment Agreement, dated June 30, 1992, between
                         Ancor Communications, Incorporated and Terry M.
                         Anderson.

               10.7 /a/  Employment Agreement, dated June 30, 1992, between
                         Ancor Communications, Incorporated and Robert S.
                         Cornelius.

               10.8 /a/  Sublease, dated March 29, 1988, by and between Anderson
                         Cornelius and Unisys Corporation, formerly known as
                         Burroughs Corporation.

               10.9 /a/  Sublease, Amendment Agreement, dated March 8, 1989, by
                         and between Anderson Cornelius and Unisys Corporation,
                         formerly known as Burroughs Corporation.

               10.10 /a/ Sublease, Amendment Agreement, dated August 31, 1992,
                         by and between the Company and Unisys Corporation,
                         formerly known as Burroughs Corporation.

               10.11 /a/ Development and License Agreement between the Company
                         and International Business Machines Corporation dated
                         June 4, 1992, as amended on February 8, 1993, May 10,
                         1993 and October 5, 1993 (a request for confidentiality
                         of certain portions of this agreement has been
                         granted).

                                       12
<PAGE>
 
               10.12 /c/ Underwriting Agreement.

               10.13 /d/ Amendment No. 1 to Employment Agreement dated November
                         4, 1994 between the Company and Dale C. Showers
                         amending the Employment Agreement dated January 1, 1994
                         between the Company and Mr. Showers filed as exhibit No
                         10.4

               10.14 /e/ Form of Change of Control Agreement dated January 1,
                         1995 between the Company and each of Lee B. Lewis,
                         Timothy W. Donaldson and William F. Walker.

               10.15 /f/ Agency Agreement between the Company and John G.
                         Kinnard and Company, Incorporated dated April 20, 1995.

               10.16 /g/ Agency Agreement between the Company and John G.
                         Kinnard & Company, Inc. dated October 23, 1995.

               10.17 /g/ Ancor Communications, Inc. 1995 Employee Stock Purchase
                         Plan.

               10.18 /g/ Ancor Communications, Inc. Non-Employee Director Stock
                         Option Plan.

               10.19 /h/ Form of Subscription Agreement between the Company and
                         Purchasers of the Company's Series A Preferred Stock
                         (March 1996).

               10.20 /h/ Registration Rights Agreement dated March 7, 1996
                         between the Company, Swartz Investments, Inc. and
                         Purchasers of the Company's Series A Preferred Stock.

               10.21 /h/ Letter Agreement between the Company and Swartz
                         Investments, Inc. dated February 1996.

               10.22 /i/ Separation and General Release Agreement between the
                         Company and William F. Walker.

               10.23 /j/ Form of Subscription Agreement between the Company and
                         Purchasers of the Company's Series B Preferred Stock
                         (March 1997).

                                       13
<PAGE>
 
               10.24 /j/ Registration Rights Agreement dated March 24, 1997
                         between the Company, Swartz Investments, Inc. and
                         Purchasers of the Company's Series B Preferred Stock.

               27.1 /j/  Financial Data Schedule.


_________________________
/a/  Incorporated by reference to the Company's Registration Statement on form
     SB-2 filed March 11, 1994.

/b/  Incorporated by reference to Amendment No. 2 to the Company's Registration
     Statement on form SB-2 Filed April 28, 1994.

/c/  Incorporation by reference to the Company's Form 10-QSB filed for the
     quarterly period ended March 31, 1994.

/d/  Incorporated by reference to the Company's Form 10-QSB filed for the
     quarterly period ended September 30, 1994.

/e/  Incorporated by reference to the Company's Form 10-KSB filed for the fiscal
     year ended December 31, 1994.

/f/  Incorporated by reference to the Company's form 10-QSB filed for the
     quarterly period ended March 31, 1995.

/g/  Incorporated by reference to the Company's form 10-QSB filed for the
     quarterly period ended September 30, 1995.

/h/  Incorporated by reference to the Company's Form 10-KSB filed for the fiscal
     year ended December 31, 1995.

/i/  Incorporated by reference to the Company's form 10-QSB filed for the
     quarterly period ended March 31, 1996.

/j/  Included herewith.


     (b.) Reports on Form 8-K

          None.

                                       14
<PAGE>
 
                                  SIGNATURES
                                  ----------


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


     
                                   ANCOR COMMUNICATIONS, INCORPORATED
                                   ----------------------------------



Dated:  May 14, 1997                     By / S/ Calvin G. Nelson
                                         ------------------------
                                                 Calvin G. Nelson
                                                        President



Dated:    May 14, 1997                       By /S/ Lee B. Lewis
                                             -------------------
                                                    Lee B. Lewis
                                                Vice President &
                                         Chief Financial Officer

                                       15