SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933
                        --------------------------------

                             C-COR ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

      Pennsylvania                                           24-0811591
(State or other jurisdic-                                 (I.R.S. Employer
tion of incorporation or                                  Identification No.)
organization)

                 60 Decibel Road
   State College, Pennsylvania                           16801
(Address of Principal Executive Offices)               (Zip Code)


                             C-COR Electronics, Inc.
                   Retirement Savings and Profit Sharing Plan
                            (Full title of the plan)

                                 Chris A. Miller
                        Vice President-Finance, Secretary
                                  and Treasurer
                             C-COR Electronics, Inc.
                                 60 Decibel Road
                        State College, Pennsylvania 16801
                     (Name and address of agent for service)

                                 (814) 238-2461
          (Telephone number, including area code, of agent for service)





<PAGE>

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>

                                  Proposed        Proposed
Title of                          Maximum         Maximum
Securities         Amount         Offering        Aggregate       Amount of
to be              to be          Price Per       Offering        Registra-
Registered         Registered     Share           Price           tion Fee
- -----------------------------------------------------------------------------
<S>                <C>            <C>             <C>             <C>
Common Stock,
par value $.10     50,000
per share(1)       shares         $15.00(2)       $750,000(2)     $259

- -----------------------------------------------------------------------------
<FN>
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.

(2)      Estimated solely for the purpose of calculating the  registration  fee.
         In  accordance  with Rule  457(c),  the price  shown is based  upon the
         average  of the high and low price of C-COR  Electronics,  Inc.  Common
         Stock on April 9,  1996,  as  reported  on the NASDAQ  National  Market
         System.
</FN>
</TABLE>
<PAGE>


                PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The documents  containing the information  specified in Part I
of this  Registration  Statement  will be  given  or  sent  to all  persons  who
participate in the C-COR Electronics, Inc. Retirement Savings and Profit Sharing
Plan (the "Plan").


                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Certain Documents by Reference.

                  The following  documents filed with the Commission pursuant to
the Securities  Exchange Act of 1934 (the "Exchange Act") by C-COR  Electronics,
Inc. (the "Company")  (File No. 0-10726) are  incorporated  herein by reference:
(1) the  Company's  Annual Report on Form 10-K for the year ended June 30, 1995;
(2) the  Company's  Quarterly  Reports  on Form  10-Q  for  the  quarters  ended
September  29,  1995 and  December  29,  1995;  and (3) the  description  of the
Company's Common Stock contained in the Company's Registration Statement on Form
8-A filed with the  Commission  on October  27, 1982 (as amended by Form 8 filed
with the Commission on July 3, 1990).

                  Each  document  filed by the  Company or by the Plan after the
date hereof pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement and shall be part hereof from the date of filing of such
document.

Item 4.  Description of Securities.

                  Not applicable.


Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Sections  1741  through  1750  of  the  Pennsylvania  Business
Corporation Law of 1988 permits, and in some cases requires, the indemnification
of officers,  directors and employees of the Company. Article VII Section 7-1 of
the Company's  bylaws  provides that the Company shall indemnify any director or
officer of the Company against expenses (including legal fees), judgments, fines
and amounts paid in settlement,  actually and reasonably incurred by him, to the
fullest  extent  now  or  hereafter  permitted  by law in  connection  with  any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative,  brought or threatened to be brought
against him,  including  actions or suits by or in the right of the Company,  by
reason of the fact that he is or was a director or officer of the  Company,  its
parent or any of its  subsidiaries,  or acted as a director or officer or in any
other capacity on behalf of the Company,  its parent or any of its  subsidiaries
or is or was  serving at the  request of the  Company  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise.

                  The Board of Directors by resolution  may similarly  indemnify
any person other than a director or officer of the Company to the fullest extent
now or hereafter permitted by law for liabilities  incurred by him in connection
with services  rendered by him for or at the request of the Company,  its parent
or any of its subsidiaries.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

4                 Specimen copy of Common Stock certificate (incorporated by 
                  reference to Exhibit 4 to the Registrant's Registration 
                  Statement on Form S-8, File No. 2-95959)

5                 Opinion of Ballard Spahr Andrews & Ingersoll

23.1              Consent of KPMG Peat Marwick, LLP

23.2              Consent of Ballard Spahr Andrews & Ingersoll (included in 
                  Exhibit 5)

24                Power of Attorney (included on signature page)

99                C-COR Electronics, Inc. Retirement Savings and Profit Sharing
                  Plan


Item 9.  Undertakings.

           A.     The Company hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
being made, a post-effective  amendment to this registration  statement:  (i) to
include any  prospectus  required by Section  10(a)(3) of the  Securities Act of
1933;  (ii) to reflect in the  prospectus  any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration  statement;  provided,  however, that clauses (i) and (ii) above do
not apply if the  registration  statement  is on Form S-3 or Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

           B. The Company  hereby  undertakes  that, for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

           C.  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed  in the Act, and will be governed by the final  adjudication
of such issue.


<PAGE>


                                   SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the  City of  State  College,  Commonwealth  of
Pennsylvania, on January 23, 1996.


                                                     C-COR ELECTRONICS, INC.


                                                     By:  /s/ Richard E. Perry
                                                              Richard E. Perry
                                                              Chairman and Chief
                                                              Executive Officer


                                POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature appears below constitutes and appoints,  RICHARD E. PERRY and CHRIS A.
MILLER and each of them,  as true and lawful  attorneys-in-fact  and agents with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any or all amendments  (including
post-effective  amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, granting
unto said  attorneys-in-fact  and agents full power and  authority  to do and be
done in connection with the above premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact  and agents or their or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

    Signature                       Title                       Date


/s/ Richard E. Perry          Chairman and Chief           January 23, 1996
Richard E. Perry              Executive Officer
                              (Principal Executive
                              Officer)



<PAGE>


     Signature                    Title                      Date


/s/ Donald M. Cook, Jr.          Director                    January 23, 1996
- -------------------------
Donald M. Cook, Jr.



/s/ I.N. Rendall Harper, Jr.     Director                    January 23, 1996
- ----------------------------
I.N. Rendall Harper, Jr.



/s/ Anne P. Jones                Director                    January 23, 1996
- -------------------------
Anne P. Jones



/s/ John J. Omlor                Director                    January 23, 1996
- -------------------------
John J. Omlor



/s/ Frank Rusinko, Jr.           Director                    January 23, 1996
- -------------------------
Frank Rusinko, Jr.



/s/ James J. Tietjen             Director                    January 23, 1996
- -------------------------
James J. Tietjen



/s/ Philip L. Walker, Jr.        Director                    January 23, 1996
- -------------------------
Philip L. Walker, Jr.



/s/ Chris A. Miller              Vice President-Finance,     January 23, 1996
Chris A. Miller                   Treasurer and
                                  Secretary (Principal
                                  Financial Officer)

/s/ Joseph E. Zavacky            Controller and              January 23, 1996
Joseph E. Zavacky                Assistant Secretary
                                 (Principal Accounting Officer)


<PAGE>




                                   SIGNATURES


                  The Plan.  Pursuant to the  requirements of the Securities Act
of  1933,  C-COR  Electronics,   Inc.,  as  Plan  Administrator  for  the  C-COR
Electronics,  Inc.  Retirement  Savings and Profit Sharing Plan, has caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of State College,  Commonwealth of Pennsylvania, on
January 23, 1996.

                                               C-COR ELECTRONICS, INC.


                                               By:/s/ Richard E. Perry
                                                        Richard E. Perry


<PAGE>
                                  EXHIBIT INDEX



Number                                      Exhibit


4                          Specimen copy of Common Stock certificate 
                           (incorporated by reference to Exhibit 4 to the 
                           Registrant's Registration Statement on Form S-8, 
                           File No. 2-95959)

5                          Opinion of Ballard Spahr Andrews & Ingersoll

23.1                       Consent of KPMG Peat Marwick, LLP

23.2                       Consent of Ballard Spahr Andrews & Ingersoll 
                           (included in Exhibit 5)

24                         Power of Attorney (included on signature page)

99                         C-COR Electronics, Inc. Retirement Savings and 
                           Profit Sharing Plan

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16817}]
{"company-data": {"conformed-name": "C COR ELECTRONICS INC", "cik": "0000350621", "assigned-sic": "3663", "irs-number": "240811591", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02505", "film-number": "96547041"}, "business-address": {"street1": "60 DECIBEL RD", "city": "STATE COLLEGE", "state": "PA", "zip": "16801", "phone": "8142382461"}, "mail-address": {"street1": "60 DECIBEL ROAD", "city": "STATE COLLEGE", "state": "PA", "zip": "16801"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933
                        --------------------------------

                             C-COR ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

      Pennsylvania                                           24-0811591
(State or other jurisdic-                                 (I.R.S. Employer
tion of incorporation or                                  Identification No.)
organization)

                 60 Decibel Road
   State College, Pennsylvania                           16801
(Address of Principal Executive Offices)               (Zip Code)

                             C-COR Electronics, Inc.
                   Retirement Savings and Profit Sharing Plan
                            (Full title of the plan)

                                 Chris A. Miller
                        Vice President-Finance, Secretary
                                  and Treasurer
                             C-COR Electronics, Inc.
                                 60 Decibel Road
                        State College, Pennsylvania 16801
                     (Name and address of agent for service)

                                 (814) 238-2461
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed        Proposed
Title of                          Maximum         Maximum
Securities         Amount         Offering        Aggregate       Amount of
to be              to be          Price Per       Offering        Registra-
Registered         Registered     Share           Price           tion Fee
- -----------------------------------------------------------------------------
Common Stock,
par value $.10     50,000
per share(1)       shares         $15.00(2)       $750,000(2)     $259

- -----------------------------------------------------------------------------
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.

(2)      Estimated solely for the purpose of calculating the  registration  fee.
         In  accordance  with Rule  457(c),  the price  shown is based  upon the
         average  of the high and low price of C-COR  Electronics,  Inc.  Common
         Stock on April 9,  1996,  as  reported  on the NASDAQ  National  Market
         System.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The documents  containing the information  specified in Part I
of this  Registration  Statement  will be  given  or  sent  to all  persons  who
participate in the C-COR Electronics, Inc. Retirement Savings and Profit Sharing
Plan (the "Plan").

                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference.

                  The following  documents filed with the Commission pursuant to
the Securities  Exchange Act of 1934 (the "Exchange Act") by C-COR  Electronics,
Inc. (the "Company")  (File No. 0-10726) are  incorporated  herein by reference:
(1) the  Company's  Annual Report on Form 10-K for the year ended June 30, 1995;
(2) the  Company's  Quarterly  Reports  on Form  10-Q  for  the  quarters  ended
September  29,  1995 and  December  29,  1995;  and (3) the  description  of the
Company's Common Stock contained in the Company's Registration Statement on Form
8-A filed with the  Commission  on October  27, 1982 (as amended by Form 8 filed
with the Commission on July 3, 1990).

                  Each  document  filed by the  Company or by the Plan after the
date hereof pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement and shall be part hereof from the date of filing of such
document.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Sections  1741  through  1750  of  the  Pennsylvania  Business
Corporation Law of 1988 permits, and in some cases requires, the indemnification
of officers,  directors and employees of the Company. Article VII Section 7-1 of
the Company's  bylaws  provides that the Company shall indemnify any director or
officer of the Company against expenses (including legal fees), judgments, fines
and amounts paid in settlement,  actually and reasonably incurred by him, to the
fullest  extent  now  or  hereafter  permitted  by law in  connection  with  any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative,  brought or threatened to be brought
against him,  including  actions or suits by or in the right of the Company,  by
reason of the fact that he is or was a director or officer of the  Company,  its
parent or any of its  subsidiaries,  or acted as a director or officer or in any
other capacity on behalf of the Company,  its parent or any of its  subsidiaries
or is or was  serving at the  request of the  Company  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise.

                  The Board of Directors by resolution  may similarly  indemnify
any person other than a director or officer of the Company to the fullest extent
now or hereafter permitted by law for liabilities  incurred by him in connection
with services  rendered by him for or at the request of the Company,  its parent
or any of its subsidiaries.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

4                 Specimen copy of Common Stock certificate (incorporated by 
                  reference to Exhibit 4 to the Registrant's Registration 
                  Statement on Form S-8, File No. 2-95959)

5                 Opinion of Ballard Spahr Andrews & Ingersoll

23.1              Consent of KPMG Peat Marwick, LLP

23.2              Consent of Ballard Spahr Andrews & Ingersoll (included in 
                  Exhibit 5)

24                Power of Attorney (included on signature page)

99                C-COR Electronics, Inc. Retirement Savings and Profit Sharing
                  Plan

Item 9.  Undertakings.

           A.     The Company hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
being made, a post-effective  amendment to this registration  statement:  (i) to
include any  prospectus  required by Section  10(a)(3) of the  Securities Act of
1933;  (ii) to reflect in the  prospectus  any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration  statement;  provided,  however, that clauses (i) and (ii) above do
not apply if the  registration  statement  is on Form S-3 or Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

           B. The Company  hereby  undertakes  that, for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

           C.  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed  in the Act, and will be governed by the final  adjudication
of such issue.
SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the  City of  State  College,  Commonwealth  of
Pennsylvania, on January 23, 1996.

                                                     C-COR ELECTRONICS, INC.

                                                     By:  /s/ Richard E. Perry
                                                              Richard E. Perry
                                                              Chairman and Chief
                                                              Executive Officer

                                POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature appears below constitutes and appoints,  RICHARD E. PERRY and CHRIS A.
MILLER and each of them,  as true and lawful  attorneys-in-fact  and agents with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any or all amendments  (including
post-effective  amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, granting
unto said  attorneys-in-fact  and agents full power and  authority  to do and be
done in connection with the above premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact  and agents or their or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

    Signature                       Title                       Date

/s/ Richard E. Perry          Chairman and Chief           January 23, 1996
Richard E. Perry              Executive Officer
                              (Principal Executive
                              Officer)
Signature                    Title                      Date

/s/ Donald M. Cook, Jr.          Director                    January 23, 1996
- -------------------------
Donald M. Cook, Jr.

/s/ I.N. Rendall Harper, Jr.     Director                    January 23, 1996
- ----------------------------
I.N. Rendall Harper, Jr.

/s/ Anne P. Jones                Director                    January 23, 1996
- -------------------------
Anne P. Jones

/s/ John J. Omlor                Director                    January 23, 1996
- -------------------------
John J. Omlor

/s/ Frank Rusinko, Jr.           Director                    January 23, 1996
- -------------------------
Frank Rusinko, Jr.

/s/ James J. Tietjen             Director                    January 23, 1996
- -------------------------
James J. Tietjen

/s/ Philip L. Walker, Jr.        Director                    January 23, 1996
- -------------------------
Philip L. Walker, Jr.

/s/ Chris A. Miller              Vice President-Finance,     January 23, 1996
Chris A. Miller                   Treasurer and
                                  Secretary (Principal
                                  Financial Officer)

/s/ Joseph E. Zavacky            Controller and              January 23, 1996
Joseph E. Zavacky                Assistant Secretary
                                 (Principal Accounting Officer)
SIGNATURES

                  The Plan.  Pursuant to the  requirements of the Securities Act
of  1933,  C-COR  Electronics,   Inc.,  as  Plan  Administrator  for  the  C-COR
Electronics,  Inc.  Retirement  Savings and Profit Sharing Plan, has caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of State College,  Commonwealth of Pennsylvania, on
January 23, 1996.

                                               C-COR ELECTRONICS, INC.

                                               By:/s/ Richard E. Perry
                                                        Richard E. Perry
EXHIBIT INDEX

Number                                      Exhibit

4                          Specimen copy of Common Stock certificate 
                           (incorporated by reference to Exhibit 4 to the 
                           Registrant's Registration Statement on Form S-8, 
                           File No. 2-95959)

5                          Opinion of Ballard Spahr Andrews & Ingersoll

23.1                       Consent of KPMG Peat Marwick, LLP

23.2                       Consent of Ballard Spahr Andrews & Ingersoll 
                           (included in Exhibit 5)

24                         Power of Attorney (included on signature page)

99                         C-COR Electronics, Inc. Retirement Savings and 
                           Profit Sharing Plan