<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-QSB



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTER ENDED JULY 1, 2000.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM _____________________ TO _______________

Commission File Number:  0-9856
                         ------

                             AM COMMUNICATIONS, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


         Delaware                                         23-1922958
-----------------------------------           ----------------------------------
(State  or  other  jurisdiction  of           I.R.S. Employer Identification No.
incorporation  or  organization)


100 Commerce Boulevard, Quakertown, PA                   18951-2237
----------------------------------------                 ----------
(Address of principal executive offices)                  Zip Code


                                 (215) 538-8700
                                 --------------
                           (Issuer's Telephone Number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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 ___

On August 8, 2000 there were 33,408,719 shares of the Registrant's Common Stock,
par value $.10 per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes ___   No   X


<PAGE>


                             AM COMMUNICATIONS, INC.
                                   FORM 10-QSB
                       FOR THE QUARTER ENDED JULY 1, 2000

                                      INDEX


PART I.    FINANCIAL INFORMATION                                       PAGE NO.
--------------------------------                                       --------

Item 1.    Financial Statements

           Balance Sheets - July 1 (Unaudited) and April 1, 2000         3

           Statements of Operations - Quarters Ended July 1, 2000        4
           and July 3, 1999 (Unaudited)

           Statements of Cash Flows - Quarters Ended July 1, 2000        5
           and July 3, 1999 (Unaudited)

           Notes to Financial Statements                                 6, 7

Item 2.    Management's Discussion and Analysis of Operations            8-12



PART II.   OTHER INFORMATION
----------------------------

Item 6.    Exhibits and Reports on Form 8-K                              13-14


                                       2
<PAGE>


Item 1.  Financial Statements
-----------------------------


                             AM COMMUNICATIONS, INC.
                                 BALANCE SHEETS
                                                      July 1,         April 1,
                                                       2000             2000
                                                   ------------    ------------
ASSETS
Current Assets:
   Cash                                            $    264,000    $     79,000
   Accounts Receivable, Net of Reserves
      of $199,000 at July 1 and April 1, 2000         2,544,000       2,439,000
   Due from Affiliate                                   129,000          52,000
   Inventory                                          1,800,000       1,694,000
   Prepaid Expenses and Other                           121,000          79,000
                                                   ------------    ------------
      Total Current Assets                            4,858,000       4,343,000

   Equipment and Fixtures, Net                          188,000         216,000
   Other Assets                                          15,000          16,000
                                                   ------------    ------------
   Total Assets                                    $  5,061,000    $  4,575,000
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current Portion of Capital Lease Obligations    $      2,000    $      2,000
   Current Portion of Notes Payable                      30,000          30,000
   Bank Line of Credit                                  750,000         750,000
   Accounts Payable                                   1,935,000       1,650,000
   Advances                                                --           126,000
   Accrued Expenses                                   1,265,000       1,149,000
                                                   ------------    ------------
          Total Current Liabilities                   3,982,000       3,707,000
                                                   ------------    ------------

Capital Lease Obligations - Long Term                     3,000           3,000
Notes Payable - Long Term                                90,000          90,000
Senior Convertible Redeemable Preferred Stock,
   $100 Par Value, Authorized 1,000,000 Shares;
   Issued and Outstanding 25,825 Shares at July 1
   and April 1, 2000                                  2,583,000       2,583,000
                                                   ------------    ------------

Commitments and Contingencies
Stockholders' Equity:
Common Stock, $.10 Par Value, Authorized
   100,000,000 Shares at July 1 and April 1, 2000;
   Issued and Outstanding 33,396,053 Shares at
   July 1 and 33,335,090 Shares at April 1, 2000      3,340,000       3,333,000
Capital in Excess of Par                             33,292,000      33,288,000
Accumulated Deficit                                 (38,229,000)    (38,429,000)
                                                   ------------    ------------
   Stockholders' Equity (Deficit)                    (1,597,000)     (1,808,000)
                                                   ------------    ------------
Total Liabilities and Stockholders' Equity         $  5,061,000    $  4,575,000
                                                   ============    ============



   The Accompanying Notes are an Integral Part of these Financial Statements.

                                       3
<PAGE>

                             AM COMMUNICATIONS, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                       Quarters Ended
                                                 July 1,            July 3,
                                                  2000               1999
                                               ------------       ----------

Revenues                                       $  3,734,000       $  2,043,000

Costs and Expenses:
   Cost of Sales                                  1,815,000          1,066,000
   Selling, General and Administrative              826,000            633,000
   Research and Development                         864,000            887,000
                                               ------------       ------------

Operating Income (Loss)                             229,000           (543,000)
Other Income (Expense)                              (29,000)           (16,000)
                                               ------------       -------------

Income (Loss) Before Income Taxes                   200,000           (559,000)
Income Tax Provision                                  ---                ---
                                               ------------       -------------

Net Income (Loss)                              $    200,000       $   (559,000)
                                               ============       =============

Basic Net Income (Loss) Per Share              $       0.01       $      (0.02)
                                               ============       =============

Diluted Net Income (Loss) Per Share            $        Nil       $      (0.02)
                                               ============       =============

Shares Used in Computation of Basic
Net Income (Loss) Per Share                      33,384,000         31,209,000
                                               ============         ===========

Shares Used in Computation of
   Diluted Net Income (Loss) Per Share           54,021,000         31,209,000
                                               ============       ============




   The Accompanying Notes are an Integral Part of these Financial Statements.

                                       4
<PAGE>




                             AM COMMUNICATIONS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                              Quarters Ended
                                                           July 1,     July 3,
                                                            2000        1999
                                                         ---------    ---------
Cash Flows from Operating Activities:
   Net Loss                                              $ 200,000    $(559,000)
   Adjustments to Reconcile Net Income (Loss) to
   Net Cash Provided By (Used in) Operating Activities:
      Warrants Issued to NeST for Services
      Depreciation and Amortization                         47,000       87,000
      Changes in Assets and Liabilities Which
      Provided (Used) Cash:
         Accounts Receivable                              (105,000)     359,000
         Due from Affiliate                                (77,000)     (40,000)
         Inventory                                        (106,000)     (92,000)
         Prepaid Expenses and Other                        (41,000)       2,000
         Accounts Payable                                  285,000     (123,000)
         Advances                                         (126,000)        --
         Accrued and Other Expenses                        116,000      485,000
                                                         ---------    ---------
Net Cash Provided by Operating Activities                  193,000      119,000
                                                         ---------    ---------

Cash Flows From Investing Activities:
   Purchase of Equipment and Intangible Assets             (19,000)     (14,000)
                                                         ---------    ---------
Net Cash Used In Investing Activities                      (19,000)     (14,000)
                                                         ---------    ---------

Cash Flows from Financing Activities:
   Proceeds from Borrowings Under Bank Line of Credit         --        125,000
   Exercise of Stock Options                                11,000      147,000
   Payments Under Capital Lease Obligations                   --        (18,000)
                                                         ---------    ---------
Net Cash Provided By Financing Activities                   11,000      254,000
                                                         ---------    ---------

Net Increase in Cash                                       185,000      359,000
Cash:
   Beginning                                                79,000       24,000
                                                         ---------    ---------
   Ending                                                $ 264,000    $ 383,000
                                                         =========    =========

Interest Paid                                            $  30,000    $  18,000
                                                         ---------    ---------
Income Taxes Paid (Refunded)                             $    --      $    --
                                                         ---------    ---------






   The Accompanying Notes are an Integral Part of these Financial Statements.

                                       5

<PAGE>


                             AM COMMUNICATIONS, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                  As of July 1, 2000 and for the Quarters Ended
                          July 1, 2000 and July 3, 1999

1.   The accompanying interim financial statements should be read in conjunction
     with the annual financial statements and notes thereto included in AM
     Communications, Inc.'s Annual Report for the year ended April 1, 2000. The
     Balance Sheet as of July 1, 2000 and the related Statements of Operations
     and Statements of Cash Flows for the quarters ended July 1, 2000 and July
     3, 1999 are unaudited, but in the opinion of management include all normal
     and recurring adjustments necessary for a fair statement of the results for
     such interim periods.
                                                  July 1,             April 1,
                                                  2000                 2000
                                            -------------          ------------
                                             (Unaudited)
2.   Inventory Comprises:
       Raw Material                         $   1,896,000         $   1,805,000
       Work-in-Process                          1,162,000             1,167,000
       Finished Goods                             130,000               110,000
                                            -------------         -------------
                                                3,188,000             3,082,000
       Inventory Reserve                       (1,388,000)           (1,388,000)
                                            --------------           -----------
       Net Inventory                        $   1,800,000         $   1,694,000
                                            =============         =============

3.   Accrued Expenses Comprise:
       Accrued Compensation                 $     340,000         $     302,000
       Accrued Rent                               154,000               160,000
       Accrued Real Estate Taxes                   98,000                93,000
       Warranty Reserve                           203,000               203,000
       Accrued Professional Fees                   47,000                71,000
       Accrued Contracted Services                335,000               196,000
       Other                                       88,000               124,000
                                            -------------         -------------
                                            $   1,265,000         $   1,149,000
                                            =============         =============

4.   Income Taxes:

     The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109.

     The provision for taxes on income consisted of:
                                                         Quarters Ended
                                                         --------------
                                                    July 1,          July 3,
                                                     2000             1999
                                                 ------------      -----------

     Current Income Taxes                        $     ---         $   ---
     Deferred Income Taxes                             77,000         (231,000)
     Change in Valuation Allowance                    (77,000)         231,000
                                                 ------------      -----------
     Net                                         $     ---         $   ---
                                                 =============     ===========

                                       6

<PAGE>


     A reconciliation between the provision for income taxes, computed by
applying the statutory federal income tax rate of 34% to income before income
taxes and the actual provision for income taxes follows:
                                                        Quarters Ended
                                                        --------------
                                                    July 1,         July 3,
                                                     2000            1999
                                                 -----------     ------------
     Federal Income Tax Provision (Benefit)
                at Statutory Rate                $    68,000     $   (190,000)
     State Income Taxes, Net of Federal Benefit       13,000          (37,000)
     Research and Development Credits                 (5,000)          (5,000)
     Non-deductible Amounts                            1,000            1,000
     Change in Valuation Allowance                   (77,000)         231,000
                                                 -----------     ------------
     Income Tax Provision                        $     ---       $       ---
                                                 ===========     ============

     The components of the net deferred tax asset as of July 1 and April 1, 2000
were as follows:
                                                   July 1,         April 1,
                                                    2000             2000
                                               -------------     ------------
     Deferred Tax Items:
         Inventory                             $     563,000     $    563,000
         Accrued Expenses and Reserves               344,000          362,000
         Net Operating Loss Carryforwards          9,260,000        9,324,000
         Tax Credit Carryforwards                    848,000          843,000
         Valuation Allowance                     (11,015,000)     (11,092,000)
                                               --------------    ------------
         Net Deferred Tax Assets               $      ---        $    ---
                                               ==============    ============

     The Company has total net operating loss carryforwards available to offset
future taxable income of approximately $26 million expiring at various times
from 2001 to 2015. Due to certain statutory limitations under Internal Revenue
Code Section 382, a portion of such carryforwards may not be available or may
expire before being utilized.


Item 2.    Management's Discussion and Analysis of Operations

     The following discussion contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements represent the Company's present expectations or beliefs concerning
future events. The Company cautions that such statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or anticipated results. Potential risks and
uncertainties include, without limitation, the impact of economic conditions
generally; the competitive nature of the CATV network monitoring market; the
Company's ability to enhance its existing products and develop and introduce new
products which keep pace with technological developments in the marketplace; and
market demand.

     The following discussion should be read in conjunction with the Company's
Form 10-KSB for its 2000 fiscal year ended April 1, 2000.


                                       7
<PAGE>


Overview

     The Company is a provider of high technology system level products for the
broadband communications industry, primarily for CATV monitoring and control
systems. During fiscal 1999 and fiscal 2000, the Company experienced a
significant restructuring of its business, primarily due to the cessation of
programs involving two major customers, which contributed approximately 50% of
revenues in fiscal 1998. As part of the restructuring, the Company undertook
several major organizational changes including the election of Mr. Javad Hassan
as Chairman and the execution of a strategic development and manufacturing
relationship with NeST associated companies, under which NeST provides a
substantial portion of the Company's engineering and manufacturing requirements.
Mr. Hassan is also the Chairman and primary shareholder of NeST Technologies and
NeSTronix which are U.S. based technology service providers that provide
engineering development services and turn-key manufacturing services primarily
through the use of technology resources of staff and electronic manufacturing
operations located in India and controlled by Mr. Hassan's brother, N. Jehangir.
Collectively these operations are referred to as NeST.

     As a result of the restructuring actions taken and other contractual
agreements between the Company and NeST, Mr. Hassan and the NeST related
companies control the voting of 14,391,837 shares of the Company's Common Stock
presently owned by the Company's majority shareholder, hold a stock option to
purchase 5,000,000 shares of common stock at $.15 per share, and hold warrants
to purchase 7,862,334 shares of common stock at $.01 per share. The warrants
were issued by the Company as payment for $1,827,197 of engineering development
services performed by NeST during fiscal 1999 and fiscal 2000.

     Using the NeST resources, the Company undertook a substantial development
program to upgrade its software and certain hardware products, which were
introduced during fiscal 2000. These products include complete new system
platforms for the Company's Omni2000 software, Scanning Ingress Monitoring
Systems, and QuickSTAT.

     During fiscal 2000, the Company experienced significant improvements in its
operations as revenue levels increased due to the improved product set and
expanded marketing activities. Operating costs decreased due to improved gross
profit margins as a result of the transition to the NeST based manufacturing
strategy and development spending declined due to the transition to more cost
effective India based development resources. While the Company experienced an
operating loss for the fiscal year 2000, it did achieve profitability in its
fourth quarter of fiscal 2000.

Results of Operations
---------------------
Qtr 1 Fiscal 2001 vs. 2000                     Qtr 1 2001          Qtr 1 2000
--------------------------                     ----------          ----------
Revenues                                          100.0%             100.0%

Cost of Sales                                      48.6               52.2
Selling, General and Administrative                22.1               31.0
Research and Development                           20.4               47.7
                                                   ----               ----

Operating Income (Loss)                             6.1              (26.5)
Other Expense                                       (.8)               (.8)
                                                   -----             -----

Income (Loss) Before Income Taxes                   5.3              (27.3)
Income Tax Provision                                (.1)               (.1)
                                                   -----             -----

Net Income (Loss)                                   5.4%             (27.4)%
                                                   ====              =====

                                       8
<PAGE>


Revenues

     Revenues for the first quarter of fiscal 2001 ended July 1, 2000 were $3.7
million, representing an 83% increase compared to first quarter fiscal 2000
revenues. During the second half of fiscal 2000, the Company's revenues began
improving due to market acceptance of the new products and increased marketing
and selling activities. The Company is experiencing the benefit of its new
Omni2000 software platform introduced during fiscal 2000 with continued strong
sales to its OEM and MSO channels.

     OEM revenues were 77% of total revenues in the first quarter of fiscal 2001
and 73% in the first quarter of fiscal 2000. Two OEM's contributed approximately
81% of the OEM revenues during the first quarter of fiscal 2001. The Company
maintains key strategic OEM relationships with Motorola, Philips and
Scientific-Atlanta and others who purchase the Company's products under private
label relationships and re-sell primarily to their international customers. As
the purchase of the Company's products is generally associated with a customer's
capital upgrade or expansion program, contribution levels of individual
customers can be subject to wide fluctuations.

     Development and software revenues totaled $410,000 and $263,000 in the
first quarters of fiscal 2001 and 2000, respectively. The Company experienced
increased software revenues during the first quarter of fiscal 2001 due to the
introduction of the new Omni2000 software platform during fiscal 2000.
Development revenues primarily relate to OEM development efforts which are
recognized when defined milestones are reached, the timing of which may be
different from when the related development expenses were incurred. The related
development costs are reported as research and development expense. All software
development costs are charged to research and development when incurred.

Cost of Sales

     Cost of sales includes manufacturing costs of the Company's hardware
products. Cost of sales represented 48.6% of revenues in the first quarter of
fiscal 2001 compared to 52.2% in the first quarter of fiscal 2000. The Company's
gross product margins are generally dependent on product mix and customer mix,
with sales to OEM customers generally having a lower profit margin. Cost of
sales decreased as a percentage of revenues in fiscal 2001 due to reduced
material component costs related to the design of new products released in the
second half of fiscal 2000. Also contributing to the decrease are lower
manufacturing costs due to the transition of all manufacturing operations to
NeSTronix in January 2000.

Selling, General and Administrative

     Selling, general and administrative (S,G&A) expenses were approximately
$826,000 in the first quarter of fiscal 2001 and $633,000 in the first quarter
of fiscal 2000 with the increase due to higher costs incurred in supporting the
increased business level.

Research and Development

     Research and development expense totaled $864,000 for the first quarter of
fiscal 2001 compared to $887,000 in the first quarter of fiscal 2000. The
Company continued to spend a significant amount on research and development
related to the Company's major development efforts to upgrade and expand its
software and hardware products. Expense for NeST development services totaled
$482,000 and $440,000 in the first quarters of fiscal 2001 and 2000,
respectively. The Company expects research and development spending to increase
in fiscal 2001 to support increased customer demand for more advanced systems
and software.

                                       9
<PAGE>


Operating Income (Loss)

     The Company experienced its second consecutive profitable quarter in the
first quarter of fiscal 2001 compared to operating losses during the first three
quarters of fiscal 2000. The improved results are due to the combined effect of
increased revenues and reduced manufacturing costs as described above.

Income Taxes

     Due to the significant net operating loss carry-forward, the Company pays
minimum income taxes which include state income taxes and federal income taxes,
based on an "alternative minimum tax" calculation.

Industry Factors

     The cable and broadband communications industry is undergoing significant
change as cable television (CATV) operators continue to expand and consolidate
their operations. Operators are also implementing new interactive services such
as video on demand, Internet access and telephony. In addition, competition for
video services has increased with new entrants, including telephone and
satellite providers. This has resulted in existing CATV operators planning to
expand and upgrade their distribution infrastructures and new providers planning
to construct new distribution systems capable of providing a mix of services.
There continues to be many unresolved issues and uncertainties impacting this
convergence of CATV and telecommunications industries, including governmental
regulations, competing distribution technologies, and significant capital costs.

     Demand for CATV monitoring products has increased as monitoring of cable
distribution systems has become an important factor in increasing operating
efficiency and reliability. As previously noted, the Company's operations were
adversely impacted in fiscal 1999 and during the first three quarters of fiscal
2000 by the combined impact of reduced revenues and the need to upgrade its
software products. The Company's operations are subject to the timing and
success of new product introductions and the scheduling of orders by customers.
The Company also continues to identify product development needs in excess of
its available development resources, which in the past has negatively impacted
its competitive position. The Company believes its strategic relationship with
NeST will allow the Company to become more responsive to market requirements.

Liquidity and Capital Resources

     In the first quarter of fiscal 2001, the Company generated net cash of
$185,000 compared to generating net cash of $359,000 in the first quarter of
fiscal 2000. The Company generated cash to finance its operating loss in the
first quarter of fiscal 2000 primarily through a reduction in accounts
receivable, increase in accrued expenses, borrowings under the line of credit,
and proceeds from the exercise of stock options.

     The Company generated less net cash during the first quarter of fiscal 2001
compared to the first quarter of fiscal 2000 primarily due to the payment of
NeST services in cash which commenced in January 2000. Prior to this, NeST
development services were paid through the issuance of warrants.

                                       10
<PAGE>


     During fiscal 1999, the Company received a $150,000 technology improvement
fund loan from the Ben Franklin Technology Center of Southeastern Pennsylvania.
The loan was for the initial phase development of the Company's Omni2000
software package. The loan principal is payable in quarterly installments of
$7,500 over the next five years. Interest is payable quarterly, contingent on
the commercial success of the product, in an amount equal to 3% of the product
sales for the immediately preceding quarter until a cumulative amount equal to
50% of the loan has been repaid.

     The Company's line of credit is limited to $750,000 which was fully
borrowed and outstanding at July 1, 2000. Borrowings under the line are based on
80% of the value of qualified accounts receivable. Under the terms of the
agreement, all the Company's assets are pledged and interest is payable at 2%
above prime. As a result of the losses incurred for fiscal 2000, the Company was
in technical default on several financial covenants under the line of credit
agreement. In July 2000, the Company received a waiver of the default from the
bank as well as an extension of the line through July 31, 2001.

     In June 1999, the Company entered into an agreement with its chairman,
Javad K. Hassan, whereby Mr. Hassan will provide a $500,000 line of credit to
the Company, with interest payable at 10%. Payment of all outstanding borrowings
and interest is due by December 31, 2001. No amounts were borrowed under this
line since its inception.

     Under the terms of the NeST Development Agreement, the Company has the
option to pay for NeST development services either in cash or by the issuance of
warrants to purchase AM Common Stock. The Company elected to issue NeST warrants
($.01 exercise price) to purchase 4,234,018 shares of the Company's common stock
in payment of $670,000 of NeST development services for the period from November
1998 through March 1999 and issued warrants to purchase 3,628,316 shares of the
Company's common stock in payment of $1,157,197 of NeST development services for
the period from April 1999 through December 1999. In addition, a total of
$569,083 of NeST development expenses were incurred during fiscal 2000 of which
$299,042 was paid in cash and $270,041 is reflected as a liability on the
Company's balance sheet as of April 1, 2000. As a result of improved operations,
the Company has been paying ongoing NeST development expenses in cash, but
continues to have the option to issue warrants up to a limit of 10 million total
shares under the NeST Agreement.

     The Company's restructuring actions taken during fiscal 1999 and 2000
reduced operating cash expenses. The Company expects to continue to utilize the
NeST technology resources in India and NeSTronix for core development and
manufacturing efforts and provide ongoing support services to NeST based
businesses, which is expected to allow the Company to improve its operating cost
structure. The Company began experiencing positive results from this strategy
during fiscal 2000.

     The Company believes that existing cash, available lending lines and the
ability to pay for NeST development services in cash or warrants, will provide
sufficient liquidity to support operations through the next fiscal year.
However, should operating losses continue beyond levels which can be supported,
the Company would expect to implement further actions to reduce expenses or
raise additional capital to enable continued execution of its strategy. There
can be no assurance that additional capital could be raised under acceptable
terms.

     Capital expenditures totaled $19,000 in the first quarter of fiscal 2001
and $14,000 in the first quarter of fiscal 2000 which included computers,
manufacturing assembly and test equipment, and facility related improvements and
fixtures.

                                       11
<PAGE>


Impact of the Year 2000 Issue

     The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of operations, including among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

     The Company believes that it has minimal exposure to contingencies related
to the Year 2000 Issue for the products it has sold.

     The Company determined that its internal reporting system would not
properly utilize dates beyond December 31, 1999. A replacement software system
was installed and fully operational since July 10, 2000. The anticipated cost of
this project is $175,000, of which $150,000 has been expended to date.

     The Company has undertaken a review of all internal systems and products
and have replaced or modified any non-compliant software and hardware with new
compliant systems. As a result, the Company believes that it has minimal
exposure to contingencies related to the Year 2000 Issue for the products it has
sold and its financial and accounting systems. The Company has expended
approximately $10,000 in external costs to date on such efforts and believes any
additional amounts in the future to be minimal.


                           PART II. OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K

     (a) (1)  Exhibits
              See end of exhibit list for footnote references indicated by
asterisks.

               *3-a.  (3.1) Restated Certificate of Incorporation of Registrant.

               *3-b.  (3.2) Amended By-Laws of Registrant.

               *4-a.  (4.1) Specimen of Common Stock Certificate, par value
                            $.10 per share.

             ****4-b  (4.2) Warrant issued to NeST.

             ****9-a  Voting Trust and Share Participation Agreement
                     (Exhibit 9.1)

             **10-a.  1991 Incentive Stock Option Plan.

            ***10-b.  Joint Development Agreement between AM Communications and
                      Scientific-Atlanta dated May 1996.

            ***10-c.  Distribution Agreement and Manufacturing License dated
                      June 14, 1996.

            ***10-d.  Registration Rights Agreement dated June 17, 1996.

            ***10-e.  Warrant Agreement dated June 17, 1996.

                                       12
<PAGE>


           ****10-f.  1999 Stock Option Plan.

           ****10-g.  Line of Credit Commitment Letter with Progress Bank dated
                      June 29, 1999.

           ****10-h.  Services Agreement between the Company and Jay Hassan

           ****10-i.  Consulting Services Agreement between the Company and
                      NeST.

           *****10-j  Manufacturing Services Agreement between the Company and
                      NeSTronix. (Exhibit 10.1)

                 23.  Consent of Grant Thornton LLP dated July 11, 2000.

                23.1  Consent of KPMG LLP dated July 10, 2000.

                 27.  Financial Data Schedule

                   *  Incorporated by reference to the Exhibit with the number
                      indicated parenthetically in Registrant's Registration
                      Statement on Form S-1, File No. 33-10163.

                  **  Incorporated by reference to the Exhibit number indicated
                      in Registrant's Annual Report on Form 10-K for the fiscal
                      year ended March 28, 1992.

                 ***  Incorporated by reference to the Exhibit number indicated
                      in Registrant's Annual Report on Form 10-KSB for the
                      fiscal year ended March 30, 1996.

                ****  Incorporated by reference to the Exhibit number indicated
                      in Registrant's Annual Report on Form 10-KSB for the
                      fiscal year ended April 3, 1999.

               *****  Incorporated by reference to the Exhibit number indicated
                      in Registrant's Annual Report on Form 10-KSB for the
                      fiscal year ended April 1, 2000.


     (b) No reports on Form 8-K have been filed for the period covered by this
report.

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<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.

                                      AM COMMUNICATIONS, INC.
                                             (Registrant)


Date: August 14, 2000                 By:  /s/ Keith D. Schneck
      -----------------                    ------------------------------------
                                           Keith D. Schneck
                                           Chief Financial Officer and Director







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