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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                           _________________________

                                   FORM 10-Q

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


 For Quarter Ended:  JANUARY 31, 1997   Commission File Number 0-26714

                                ADE CORPORATION
            (Exact name of registrant as specified in its charter)


           MASSACHUSETTS                             04-2441829
           -------------                             ----------
 (State or other jurisdiction of                  (I.R.S. Employer 
  incorporation or organization)                Identification Number)    

                 80 WILSON WAY, WESTWOOD, MASSACHUSETTS  02090
                 ---------------------------------------------
         (Address of principal executive offices, including area code)


                                (617) 467-3500
                                --------------
             (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 
                               ------     ------      


     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.


 Common Stock, par value $.01 per share           8,570,087 shares
----------------------------------------    ----------------------------
                 Class                      Outstanding at March 6, 1997

                                ADE CORPORATION

                              Page 1 of 14 pages
                            Exhibit Index on page 13

                                       
<PAGE>
 
                                     INDEX


                                                                            PAGE
                                                                            ----

PART I.  -  FINANCIAL INFORMATION

  Item 1. Condensed Consolidated Financial Statements (unaudited)-
 
           Condensed Consolidated Balance Sheet-
             January 31, 1997 and April 30, 1996                              3
 
           Condensed Consolidated Statement of Income-
             Three and Nine Months Ended January 31, 1997 and 1996            4
 
           Condensed Consolidated Statement of Cash Flows-
             Nine Months Ended January 31, 1997 and 1996                      5
 
           Notes to Unaudited Condensed Consolidated 
             Financial Statements                                             6
 
  Item 2. Management's Discussion and Analysis of Financial 
           Condition and Results of Operations                                8
 
PART II. - OTHER INFORMATION                                                 11
 
SIGNATURES                                                                   12
 
EXHIBIT INDEX                                                                13

                                       
<PAGE>
 
                                ADE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET

 
<TABLE> 
<CAPTION> 
 
                                                 January 31,      April 30,
                                                -------------   -------------
                                                    1997             1996
                                                 -----------     -----------
                                                 (unaudited)
<S>                                          <C>               <C>    
ASSETS
Current assets:
  Cash and cash equivalents                      $12,543,000     $20,997,000
  Accounts receivable, net                        20,660,000      15,760,000
  Inventories                                     22,365,000      12,981,000
  Prepaid expenses and other current assets          380,000         325,000
  Deferred income taxes                            2,874,000       2,874,000
                                                 -----------     -----------
           Total current assets                   58,822,000      52,937,000
 
Fixed assets, net                                 14,998,000       6,538,000
Deferred income taxes                                329,000         329,000
Investments in affiliates                          2,734,000              --
Other assets                                         217,000         198,000
                                                 -----------     -----------
 
                                                 $77,100,000     $60,002,000
                                                 ===========     ===========
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt              $   254,000     $    38,000
  Accounts payable                                 4,948,000       4,618,000
  Accrued expenses                                 7,619,000       8,536,000
  Deferred income on sale to affiliates            3,662,000              --
  Income taxes payable                                    --         289,000
                                                 -----------     -----------
       Total current liabilities                  16,483,000      13,481,000
                                                 -----------     -----------
 
Long-term debt                                     5,107,000          38,000
                                                 -----------     -----------

Excess of net assets acquired over cost              247,000         436,000
                                                 -----------     -----------
 
Stockholders' equity:
    Common stock                                      76,000          76,000
    Capital in excess of par value                27,760,000      27,032,000
    Retained earnings                             27,646,000      19,198,000
                                                 -----------     -----------
 
                                                  55,482,000      46,306,000
 
Deferred compensation                               (219,000)       (259,000)
                                                 -----------     -----------
 
                                                  55,263,000      46,047,000
                                                 -----------     -----------
 
                                                 $77,100,000     $60,002,000
                                                 ===========     ===========


</TABLE> 
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.

                                       3
<PAGE>
 
                                ADE CORPORATION
                  CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                  (unaudited)
<TABLE>
<CAPTION>
 
                                              Three months ended          Nine months ended        
                                                 January 31,                  January 31,
                                         ---------------------------   -------------------------
                                              1997          1996           1997          1996
                                              ----          ----           ----          ----
 
 
<S>                                      <C>           <C>             <C>            <C> 
 
Revenue                                   $23,775,000   $17,715,000      $64,749,000    $46,585,000
Cost of revenue                            11,066,000     8,179,000       28,848,000     21,492,000
                                          -----------   -----------      -----------    -----------
 
 Gross profit                              12,709,000     9,536,000       35,901,000     25,093,000
                                          -----------   -----------      -----------    -----------
 
Operating expenses:
 Research and development                   3,575,000     1,704,000       10,184,000      5,176,000
 Marketing and sales                        3,227,000     3,010,000        8,976,000      7,470,000
 General and administrative                 1,747,000     1,668,000        4,885,000      4,687,000
 Amortization of excess of net 
  assets acquired over cost                   (63,000)      (63,000)        (189,000)      (189,000)
                                          -----------   -----------      -----------    -----------
 
Total operating expenses                    8,486,000     6,319,000       23,856,000     17,144,000
                                          -----------   -----------      -----------    -----------
 
   Income from operations                   4,223,000     3,217,000       12,045,000      7,949,000
 
Interest income, net                           17,000       275,000          302,000        223,000
                                          -----------   -----------      -----------    -----------
 
   Income before provision for income
   taxes and equity in net earnings of            
   affiliated companies                     4,240,000     3,492,000       12,347,000      8,172,000
  
Provision for income taxes                  1,335,000     1,268,000        4,070,000      2,946,000
                                          -----------   -----------      -----------    -----------
 
   Income before equity in net earnings
   of affiliated companies                  2,905,000     2,224,000        8,277,000      5,226,000
 
Equity in net earnings of affiliated    
 companies                                    156,000           --           171,000            -- 
                                          -----------   -----------      -----------    -----------
 
   Net income                             $ 3,061,000   $ 2,224,000      $ 8,448,000    $ 5,226,000
                                          ===========   ===========      ===========    ===========

Net income per share                            $0.38         $0.28            $1.05          $0.75 
                                          ===========   ===========      ===========    ===========

Weighted average common and common
 equivalent shares outstanding              8,050,000     8,063,000        8,015,000      6,947,000
                                          ===========   ===========      ===========    ===========
</TABLE>



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

                                       4
<PAGE>
 
                                ADE CORPORATION
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (unaudited)

<TABLE> 
<CAPTION> 
                                              Nine months ended
                                                  January 31,
                                          ---------------------------
                                               1997          1996
                                               ----          ----
<S>                                       <C>             <C>
CASH FLOWS PROVIDED BY (USED IN)
 OPERATING  ACTIVITIES:
    Net income                             $8,448,000      $5,226,000
    Adjustments to reconcile net 
     income to net cash used in 
     operating activities:
       Depreciation and amortization        1,074,000       1,190,000
       Equity in net earnings of             
        affiliated companies                 (171,000)             --
       Deferred profits on sales to              
        affiliates                          3,662,000              --
       Change in assets and liabilities:
         Accounts receivable               (4,900,000)     (4,725,000)
         Inventories                       (9,384,000)     (2,062,000)
         Prepaid expenses and other           
          current assets                      (55,000)       (431,000)
         Accounts payable                     330,000        (416,000)
         Accrued expenses                    (917,000)      2,190,000
         Income taxes payable                (289,000)     (1,261,000)
                                           -----------     -----------
 
 Net cash used in operating activities     (2,202,000)       (289,000)
                                          ------------    ------------
 
CASH FLOWS PROVIDED BY (USED IN)
 INVESTING ACTIVITIES:
   Purchases of fixed assets               (9,683,000)       (665,000)
   Equity investments                      (2,563,000)             --
   Change in other assets                     (19,000)        (20,000)
                                          ------------    ------------
 
   Net cash used in investing     
    activities                            (12,265,000)       (685,000) 
                                          ------------    ------------
   
CASH FLOWS PROVIDED BY (USED IN)
 FINANCING ACTIVITIES:
   Repayment of long-term debt               (215,000)       (169,000)
   Proceeds from long-term debt             5,500,000              --
                                         
   Proceeds from common stock  
    issuance, net of expenses                 728,000      20,990,000
                                          ------------    ------------                            
   Net cash provided by financing             
    activities                              6,013,000      20,821,000
                                          ------------    ------------
 
Net increase (decrease) in cash and        
 cash equivalents                          (8,454,000)     19,847,000     
 
Cash and cash equivalents, 
 beginning of period                       20,997,000       2,767,000
                                          ------------    ------------
  
Cash and cash equivalents, 
 end of period                            $12,543,000     $22,614,000
                                          ============    ============
</TABLE>

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

                                       5
<PAGE>
 
                                ADE CORPORATION
                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS



1. BASIS OF PREPARATION

The accompanying unaudited condensed consolidated financial statements of ADE
Corporation (the "Company") include, in the opinion of management, all
adjustments (consisting only of normal and recurring adjustments) necessary for
a fair statement of the Company's financial position as of January 31, 1997 and
the results of operations for the three and nine month periods ended January 31,
1997 and 1996.  Results of operations for interim periods are not necessarily
indicative of those to be achieved for full fiscal years.


Pursuant to accounting requirements of the Securities and Exchange Commission
applicable to quarterly reports on Form 10-Q, the accompanying unaudited
condensed consolidated financial statements and these notes do not include all
disclosures required by generally accepted accounting principles for complete
financial statements.  Accordingly, these statements should be read in
conjunction with the financial statements included in the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 1996.

2. INVENTORIES

Inventories consist of the following:

                                            January 31,    April 30,
                                               1997          1996
                                            (unaudited)
 
Raw materials and purchased parts           $11,969,000    $6,099,000
Work-in-process                               9,731,000     6,728,000
Finished goods                                  665,000       154,000
                                            -----------   -----------
 
                                            $22,365,000   $12,981,000
                                            ===========   ===========
 
3. EQUITY INVESTMENTS (UNAUDITED)

The Company's investments in affiliated companies which are not majority owned
or controlled are accounted for using the equity method.  Investments carried at
equity and the percentage interest owned consist of Japan ADE Ltd. (50%) and
Microspec Technologies Ltd. (25.1%).  Profits resulting from sales to these
affiliates subsequent to the respective acquisition dates in July 1996 which
have not been resold to unrelated third parties, have been eliminated and
recorded as deferred revenue.

                                       6
<PAGE>
 
                                ADE CORPORATION
                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS

Pro forma results of operations as though the investments were made at the
beginning of the periods presented, including the effect of eliminating the
profit on affiliated sales in beginning and ending inventory for the period, are
as follows:

<TABLE> 
<CAPTION> 
                                 Three months ended        Nine months ended
                                    January 31,               January 31,
                              ------------------------  ------------------------
                                 1997         1996         1997         1996
                              -----------  -----------  -----------  -----------
 <S>                        <C>          <C>           <C>          <C>  
        Revenue               $23,775,000  $16,634,000  $64,889,000  $46,441,000
        Net income              3,061,000    1,742,000    8,393,000    4,820,000
        Earnings per share    $      0.38  $      0.22  $      1.05  $      0.69
 
</TABLE> 

4. LONG-TERM DEBT (UNAUDITED)

In June 1996, the Company issued a $5.5 million tax exempt Industrial
Development Bond through the Massachusetts Industrial Finance Agency.  The bond
carries a 5.74% interest rate for 10 years with amortization of 50% of the
principal with the remaining 50% due in June 2006.  The proceeds of the bond
were used to fund the acquisition and renovation of the manufacturing facility
in the Company's new headquarters site.  The Company secured the issuance of the
bond with a standby letter of credit from a financial institution.  The standby
letter of credit, bearing a fee of 1.25% of the outstanding bond balance, is
secured by a mortgage on the building and land.  Under the terms of the letter
of credit, the Company is required to comply with certain financial covenants,
including a limitation on the payment of dividends.

5. EARNINGS PER SHARE (UNAUDITED)

Earnings per share are determined by dividing net income by the weighted average
number of common shares and common share equivalents outstanding during the
period.  Common share equivalents consist of common stock which may be issuable
upon exercise of outstanding stock options and warrants using the treasury stock
method.  Common stock and options issued or granted at prices below the public
offering price per share during the twelve-month period prior to the initial
filing of the Registration Statement for the Company's initial public offering
have been included in the calculation as if outstanding for all periods
presented through July 31, 1995, using the treasury stock method and an initial
public offering price of $14.00 per share.

6. SUBSEQUENT EVENT (UNAUDITED)

On February 28, 1997, the Company acquired by merger all of the business and 
assets (including plant and equipment), subject to liabilities, of Digital 
Measurement Systems, Inc. (DMS), Burlington, Massachusetts in exchange for 
approximately 820,000 shares of common stock of the Company. It is intended that
this acquisition be treated as a pooling of interests for accounting purposes. 
DMS manufactures equipment that measures the magnetic properties of computer 
disks.

                                       7
<PAGE>
 
                                ADE CORPORATION
       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
                             RESULTS OF OPERATIONS


INTRODUCTION

ADE Corporation (the "Company") designs, manufactures, markets and services
highly precise, automated measurement, defect detection and handling equipment
with current applications in the production of semiconductor wafers,
semiconductor devices and computer disks.

The following information should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto included in this
Quarterly Report and the audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Company's Annual Report on Form 10-K for the fiscal
year ended April 30, 1996.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JANUARY 31, 1997 COMPARED TO THREE MONTHS ENDED JANUARY 31,
1996

Revenues increased 34.2% to $23.8 million in the third quarter of fiscal 1997
from $17.7 million in the third quarter of 1996.  The increase was due to
increased unit sales of the Company's products.  The increase in unit sales
resulted primarily from stronger demand for capital equipment in the
semiconductor wafer manufacturing industry and an increase in demand for gaging
equipment in the computer disk drive industry.

Gross margin decreased to 53.5% in the third quarter of fiscal 1997 from 53.8%
in the third quarter of 1996.  The decrease resulted from increased overhead
costs associated with the opening of a new manufacturing facility and changes in
product and distribution channel mix, which affect gross margins.

Research and development expense increased 109.8% to $3.6 million in the third
quarter of fiscal 1997 from $1.7 million in the third quarter of 1996 and
increased as a percentage of revenue to 15.0% from 9.6% in the third quarter of
1996. New product development and product improvements have led to higher
research and development expenses.  The Company is committed to increasing its
investment in research and development to continue its position as a
technological leader in the rapidly changing semiconductor and computer disk
industries.

Marketing and sales expense increased 7.2% to $3.2 million in the third quarter
of fiscal 1997 from $3.0 million in the third quarter of 1996, but decreased as
a percentage of revenue to 13.6% in the third quarter of fiscal 1997 from 17.0%
in 1996.  The decrease as a percentage of revenue is a result of marketing and
sales expense growing at a lower rate than revenue.

                                       8
<PAGE>
 
General and administrative expenses were $1.7 million in the third quarter of
fiscal 1997 versus $1.6 million in the third quarter of 1996.

Net interest income was $17,000 in the third quarter of fiscal 1997 compared to
$275,000 in the third quarter of 1996. The decrease in income resulted from
additional interest expense on the Industrial Development Bond used to finance
the new facility in Westwood, Massachusetts and lower cash balances resulting
from the increase in inventory and accounts receivable and fixed asset
purchases.

NINE MONTHS ENDED JANUARY 31, 1997 COMPARED TO NINE MONTHS ENDED JANUARY 31,
1996

Revenues increased 39.0% to $64.7 million for the first nine months of fiscal
1997 from $46.6 million for the first nine months of 1996.  The increase was due
to increased unit sales of the Company's products.  The increase in unit sales
resulted primarily from stronger demand for capital equipment in the
semiconductor wafer manufacturing industry and increased demand for gaging
equipment in the computer disk drive industry.

Gross margin increased to 55.4% for the first nine months of fiscal 1997 from
53.9% for the first nine months of 1996.  The increase resulted from lower
overhead rates resulting from higher production levels during the first nine
months of fiscal 1997, the switch from a distributor to direct distribution in
Europe and a decrease in discounts offered to the Company's 50% owned Japanese
distributor.

Research and development expense increased 96.8% to $10.2 million from $5.2
million for the first nine months of 1996, and increased as a percentage of
revenue to 15.7% from 11.1% for the first nine months of 1996.  Higher expenses
resulted from new product development and product improvements aimed at
maintaining the Company's technological leadership.

Marketing and sales expense increased 20.2% to $9.0 million for the first nine
months of fiscal 1997 from $7.5 million for the first nine months of 1996, and
decreased as a percentage of revenue to 13.9% for the first nine months of
fiscal 1997 from 16.0% in 1996.  This increase in expenditures was due to
additional costs required to sustain high revenue levels.

General and administrative expenses were $4.9 million for the first nine months
of fiscal 1997 compared to $4.7 million for the first nine months of 1996.

Net interest income increased to $302,000 for the first nine months of fiscal
1997 compared to a net interest income of $223,000 for the first nine months of
1996.  This increase resulted from the interest earned on the proceeds of the
initial public offering of the Company's common stock completed in October 1995,
and the cancellation of subordinated debt related to the exercise of warrants in
connection with the initial public offering, partially offset by interest
expense on the Industrial Development Bond.

                                       9
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES

At January 31, 1997, the Company had $12.5 million in cash and cash equivalents
and $42.3 million in working capital.

Net cash used in operating activities for the nine months ended January 31, 1997
was $2.2 million. Net income generated from operation was $8.4 million. The
primary uses of cash included increased expenditures for inventory and the
financing of accounts receivable. Significant cash was also used to increase
accounts receivable as a result of increasing revenue.

Cash used in investing activities consisted of $9.7 million to purchase fixed
assets, consisting primarily of the purchase, renovation and furnishing of the
Westwood facility and improvements to increase the production capacity of the
Charlotte facility.

Cash provided by financing activities consisted primary of $5.5 million received
as the proceeds of an Industrial Development Bond issued by the Company through
the Massachusetts Industrial Development Agency.  This bond carries a 5.74%
annual interest rate over its ten year life.  Fifty percent of the bond
principal amortizes on a monthly basis over the life of the bond.

The Company expects to meet its near-term working capital and fixed assets needs
primarily with existing cash and cash equivalents and future cash generated from
operations.

During the 1996 calendar year, the semiconductor industry experienced a well-
publicized slowdown.  The Company's business depends in large part upon the
capital expenditures of semiconductor wafer and device manufacturers.  While the
Company has not experienced any reduction in its backlog during the nine months
ended January 31, 1997, there can be no assurance that the Company's sales will
not be affected adversely in the future as a result of this slowdown in the
semiconductor industry.

Furthermore, the Company's success is dependent upon supplying technologically
superior products to the marketplace at appropriate times to satisfy customer
needs.  Product development requires substantial investment and is subject to
technological risks.  Delays or difficulties in product development could
adversely affect the performance of the Company.

                                       10
<PAGE>
 
                                   PART II.

                               OTHER INFORMATION

Item 1.  Legal Proceedings:
         ----------------- 

         None

Item 2.  Changes in Securities:
         --------------------- 

         None

Item 3.  Defaults Upon Senior Securities:
         -------------------------------

         None

Item 4.  Submission of Matters to a Vote of Security Holders:
         --------------------------------------------------- 

         None

Item 5.  Other Information:
         ----------------- 

         On February 28, 1997, the Company acquired by merger all of the
         business and assets (including plant and equipment), subject to
         liabilities, of Digital Measurement Systems, Inc. (DMS), Burlington,
         Massachusetts in exchange for approximately 820,000 shares of common
         stock of the Company. It is intended that this acquisition be treated
         as a pooling of interests for accounting purposes. DMS manufactures
         equipment that measures the magnetic properties of computer disks. The
         acquired assets will continue to be operated in that business as the
         DMS division of ADE Technologies, Inc., the wholly owned subsidiary of
         the Company that provides metrology and inspection equipment to the
         computer disk industry. The consideration paid by the Company was
         determined by negotiation.

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

         a.  See Exhibit Index, Page 14

         b.  Reports on Form 8-K
             No reports on Form 8-K were filed during the quarter for which
             this report is filed.

                                       11
<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.

                                ADE CORPORATION



Date: March 12, 1997                   /s/ Mark D. Shooman
                                ----------------------------------
                                Mark D. Shooman
                                Vice President and Chief Financial Officer

Date: March 12, 1997                  /s/ Joseph E. Rovatti
                                ----------------------------------
                                Joseph E. Rovatti
                                Controller (Principal Accounting Officer)

                                       12
<PAGE>
 
                                ADE CORPORATION
                                 EXHIBIT INDEX


EXHIBIT                                               PAGE
-------                                               ----

 4          Employee Stock Purchase Plan/1/               


 
 11         Statement Regarding Computation of         
            Net Income per Share (Filed herewith)      14




/1/ Filed as an exhibit to the Registration Statement on Form S-8 (Registration
    Number 333-4652) and incorporated by reference herein.

                                       13