MAXWELL LABORATORIES INC /DE/
10-Q, 1997-06-16
ELECTRONIC COMPUTERS
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                   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 the Quarter Ended April 30, 1997        Commission File Number 0-10964







                         MAXWELL TECHNOLOGIES, INC.

                      Delaware       IRS ID #95-2390133
                             8888 Balboa Avenue
                        San Diego, California  92123
                          Telephone (619) 279-5100







Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                         Yes   X        No
                             -----         -----

As of May 31, 1997 Registrant had only one class of common stock of which 
there were 6,035,339 shares outstanding.

<PAGE>
<TABLE>
PART I - FINANCIAL STATEMENTS

                         Maxwell Technologies, Inc.

                    Consolidated Condensed Balance Sheet
                              (in thousands)

<CAPTION>
                                  Assets
                                  ------

                                                   April 30,        July 31,
                                                     1997             1996	
                                                   ---------       ---------
                                                  (Unaudited)       (Note)
<S>                                                <C> <C>         <C> <C>
Current assets:
  Cash and cash equivalents                        $   1,435       $   1,465
  Accounts receivable - net                           19,199          15,573
  Inventories:		
    Finished products                                  2,051             714
    Work in process                                    2,029           1,836
    Parts and raw materials                            5,294           4,258
                                                   ---------       ---------
                                                       9,374           6,808
  Recoverable income taxes                                --             740
  Prepaid expenses                                     1,186             548
  Deferred income taxes                                  161             161
                                                   ---------       ---------
    Total current assets                              31,355          25,295

Property, plant and equipment - net                   15,768          14,809
Deposits and other assets                                807             620
                                                   ---------       ---------
                                                   $  47,930       $  40,724
                                                   =========       =========
</TABLE>
<TABLE>
<CAPTION>
                      Liabilities and Shareholders' Equity
                      ------------------------------------

<S>                                                <C> <C>         <C> <C>
Current liabilities:
  Accounts payable                                 $  16,259       $  14,231
  Accrued employee compensation                        4,454           2,866
  Current portion of long-term debt                      610             910
                                                   ---------       ---------
    Total current liabilities                         21,323          18,007

Long-term debt                                           636           1,018
Minority interest                                        583             954

Shareholders' equity:	
  Common stock                                           601             568
  Additional paid-in capital                          21,454          19,752
  Deferred compensation                                 (484)           (605)
  Retained earnings                                    3,817           1,030
                                                   ---------       ---------
                                                      25,388          20,745
                                                   ---------       ---------
                                                   $  47,930       $  40,724
                                                   =========       =========


<FN>
Note: The Balance Sheet at July 31, 1996 has been derived from the audited 
      financial statements at that date.


See notes to consolidated condensed financial statements.
</TABLE>

<PAGE>
<TABLE>

PART I - FINANCIAL STATEMENTS, continued

                       Maxwell Technologies, Inc.

           Consolidated Condensed Statement of Income - (Unaudited)
               (in thousands, except share and per share data)

<CAPTION>
                                                         Three Months
                                                        Ended April 30,	
                                                   -------------------------
                                                     1997            1996	
                                                   ---------       ---------
<S>                                                <C> <C>         <C> <C>   
Sales                                              $  25,922       $  20,331

Costs and expenses:
  Cost of sales                                       17,599          16,114
  Research and development expenses                    1,407           1,223
  Selling, administrative and general expenses         5,875           3,955
  Restructure and asset impairment losses                 --           3,817
  Other - net                                             10              (4)
                                                   ---------       ---------
                                                      24,891          25,105

    Income (loss) before income taxes
      and minority interest                            1,031          (4,774)

Provision for income taxes                                --              37
Minority interest in net income (loss) 
  of subsidiary                                          (28)             12
                                                   ---------       ---------

    Net income (loss)                              $   1,059       $  (4,823)
                                                   =========       =========

Earnings (loss) per share                          $    0.16       $   (0.88)
                                                   =========       =========

Weighted average number of shares                  6,714,000       5,474,000
                                                   =========       =========


<FN>
Note: Earnings (loss) per share is based upon weighted average number of shares
      of common stock outstanding and all dilutive stock options.  Per share 
      amounts are unchanged on a fully diluted basis.


See notes to consolidated condensed financial statements.
</TABLE>

<PAGE>
<TABLE>

PART I - FINANCIAL STATEMENTS, continued

                          Maxwell Technologies, Inc.

          Consolidated Condensed Statement of Income - (Unaudited)
              (in thousands, except share and per share data)

<CAPTION>
                                                          Nine Months
                                                        Ended April 30,	
                                                   -------------------------
                                                     1997             1996
                                                   ---------       ---------
<S>                                                <C> <C>         <C> <C>
Sales                                              $  74,516       $  58,843

Costs and expenses:
  Cost of sales                                       51,496          48,975
  Research and development expenses                    3,677           3,541
  Selling, administrative and general expenses        16,543          11,657
  Restructure and asset impairment losses                 --           6,385
  Other - net                                              5            (223)
                                                   ---------       ---------
                                                      71,721          70,335

    Income (loss) before income taxes,
      minority interest and loss from
      cumulative effect of change in 
      accounting principle                             2,795         (11,492)

Provision for income taxes                                --           1,237
Minority interest in net income 
  of subsidiary                                            8              31
Loss from cumulative effect of change in
  accounting principle                                    --           2,569
                                                   ---------       ---------

     Net income (loss)                             $   2,787       $ (15,329)
                                                   =========       =========

Earnings (loss) per share before cumulative
  effect of change in accounting principle         $    0.42       $   (2.35)
                                                   =========       =========

Earnings (loss) per share                          $    0.42       $   (2.82)
                                                   =========       =========

Weighted average number of shares                  6,620,000       5,434,000
                                                   =========       =========

<FN>
Note: Earnings (loss) per share is based upon weighted average number of shares
      of common stock outstanding and all dilutive stock options.  Per share 
      amounts are unchanged on a fully diluted basis. 


See notes to consolidated condensed financial statements.
</TABLE>

<PAGE>
<TABLE>

PART I - FINANCIAL STATEMENTS, continued

                       Maxwell Technologies, Inc.

       Consolidated Condensed Statement of Cash Flows - (Unaudited)
                           (in thousands)


<CAPTION>
                                                          Nine Months
                                                        Ended April 30,	
                                                   -------------------------
                                                     1997             1996	
                                                   ---------       ---------
<S>                                                <C> <C>         <C> <C>
OPERATING ACTIVITIES
  Net income (loss)                                $   2,787       $ (15,329)
  Adjustments to reconcile net income 
    (loss) to net cash provided by 
    (used in) operating activities:
      Depreciation and amortization                    2,167           1,524
      Deferred compensation                              121              --
      Restructure and asset impairments 
        and losses                                        --           6,642
      Cumulative effect of change in 
        accounting principle                              --           2,569
      Minority interest in net income of 
        subsidiary                                         8              31
      Changes in operating assets and 
        liabilities - net                             (3,074)          1,595
                                                   ---------       --------- 
        NET CASH PROVIDED BY (USED IN) 
          OPERATING ACTIVITIES                         2,009          (2,968)
                                                   ---------       ---------

INVESTING ACTIVITIES
  Purchases of property and equipment                 (3,126)         (1,479)
                                                   ---------       ---------
        NET CASH USED IN
          INVESTING ACTIVITIES                        (3,126)         (1,479)
                                                   ---------       ---------

FINANCING ACTIVITIES
  Principal payments on long-term debt                  (682)           (681)
  Proceeds from short-term borrowings                     --           2,100
  Proceeds from issuance of company and 
    subsidiary stock                                   1,769             385
                                                   ---------       ---------
        NET CASH PROVIDED BY
          FINANCING ACTIVITIES                         1,087           1,804
                                                   ---------       ---------
 
        DECREASE IN CASH 
          AND CASH EQUIVALENTS                           (30)         (2,643)

  Cash and cash equivalents at beginning 
    of period                                          1,465           4,053
                                                   ---------       ---------

        CASH AND CASH EQUIVALENTS
          AT END OF PERIOD                         $   1,435       $   1,410
                                                   =========       =========

<FN>
See notes to consolidated condensed financial statements.
</TABLE>

<PAGE>
PART I - continued



NOTES TO FINANCIAL STATEMENTS

       The preceding interim consolidated condensed financial statements 
contain all adjustments (consisting of normal recurring accruals) which are, in
the opinion of management, necessary for a fair and accurate presentation of 
financial position at April 30, 1997 and the results of operations for the 
three and nine month periods then ended.  These interim financial statements 
should be read in conjunction with the company's July 31, 1996 audited 
financial statements included in its Proxy Statement for the 1996 Annual 
Meeting of Shareholders.  Interim results are not necessarily indicative of 
those to be expected for the full year.
       
       The consolidated financial statements include the accounts of Maxwell 
Technologies, Inc., and its subsidiaries.  All significant intercompany 
transactions and account balances are eliminated in consolidation.

       During the third quarter of fiscal year 1996, the company recorded 
charges totaling $4.9 million, primarily for restructuring activities.  These 
charges coincided with a change in management at the company, and reflected the 
reorganization plans of new management.  Non-restructure charges included 
reserves for certain contract and inventory-related matters totaling 
approximately $800,000.  Combined with write-offs of approximately $9.5 million 
taken in the first six months of last year, primarily for asset write-downs and 
the company's early adoption of FASB Statement No. 121, total fiscal year 1996 
charges for the nine-month period amounted to approximately $14.4 million.

       In November 1996, the company declared a 2-for-1 split of the company's 
common shares, effected as a 100% stock dividend that was distributed on 
December 17, 1996 to shareholders of record as of November 26, 1996.  Common 
stock accounts, earnings per share and weighted average number of share amounts
from prior periods have been restated to reflect the stock split.

       In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, Earnings Per Share, which is required to be adopted on 
January 31, 1998.  At that time the company will be required to change the 
method currently used to compute earnings per share and to restate all prior 
periods.  Under the new requirements for calculating primary earnings per 
share, the dilutive effect of stock options will be excluded.  The impact is 
expected to result in primary earnings per share for the three and nine months
ended April 30 as follows:

<PAGE>
PART I - continued


<TABLE>
<CAPTION>
                                       Three Months           Nine Months
                                      Ended April 30,        Ended April 30,
                                     -----------------      -----------------
                                       1997     1996          1997      1996
                                     -------  -------       -------   -------
<S>                                  <C>      <C>           <C>       <C>   
Primary earnings per share,
as reported                          $  0.16  $ (0.88)      $  0.42   $ (2.82)
                                     =======  =======       =======   =======

As restated, under Statement 128     $  0.18  $ (0.88)      $  0.47   $ (2.82)
                                     =======  =======       =======   =======

</TABLE>

The impact of Statement 128 on the calculation of fully diluted earnings per 
share for the above periods is not expected to be material.

       Backlog of unfilled orders at April 30, 1997 was $60.5 million, of which
$44.7 million is fully funded.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND 
FINANCIAL POSITION

Results of Operations
- ---------------------

       Sales for the quarter ended April 30, 1997 were $25,922,000, or a 27% 
increase over the $20,331,000 for the same period one year ago.  Nine-month 
sales were $74,516,000, also a 27% increase over last year, when nine-month 
sales were $58,843,000.  Following the pattern of the first two quarters, the
Commercial and Industrial PC Products and the Power Conversion Products 
business segments had strong growth compared to the prior year.  Together, 
these two segments account for approximately 90% of the sales gains in both the
three and nine-month periods.  Sales and cost of sales for each business 
segment are shown in a table below, and results of operations are further 
described in a separate discussion of each business segment following the 
table.

       Restructure Reserves and Other Charges in the Prior Year.  During the 
third quarter of last year, the Company recorded charges totaling $4.9 million,
primarily for restructuring activities.  These charges coincided with a change
in management at the Company, and reflected the reorganization plans of new 
management.  Non-restructure charges included reserves for certain contract and
inventory-related matters totaling approximately $800,000.

       Combined with write-offs of approximately $9.5 million taken in the 
first six months of last year, primarily for asset write-downs and the 
Company's early adoption of FASB Statement No. 121, total fiscal year 1996 
charges for the nine-month period amounted to approximately $14.4 million.
	
       In the following tables of sales and cost of sales by business segment 
for the three and nine-month periods, the Chemical Analytical Services 
business, which was sold in June 1996, is included with the Technology Programs
and Systems segment.

<TABLE>
<CAPTION>

                                                 Sales	
                            ---------------------------------------------
                                Three Months             Nine Months
                              Ended January 31,        Ended January 31,
                            --------------------      -------------------
(In 000's)                    1997        1996          1997       1996
                            --------    --------      --------   --------
<S>                         <C>         <C>           <C>        <C>
Commercial and Industrial
  PC Products               $  8,583    $  5,988      $ 25,670   $ 18,718
Technology Programs &
  Systems                      8,198       7,918        22,392     21,937
Information Products &
  Services                     2,554       2,137         7,277      6,727
Power Conversion Products      6,587       4,288        19,177     11,461
                            --------    --------      --------   --------
                            $ 25,922    $ 20,331      $ 74,516   $ 58,843
                            ========    ========      ========   ========



                                                      Cost of Sales	
                           -------------------------------------------------------------------
                                    Three Months                       Nine Months
                                   Ended April 30,                    Ended April 30,	
                           -------------------------------   ---------------------------------
                                   % of             % of             % of             % of
(In 000's)                  1997   Sales     1996   Sales     1997   Sales    1996    Sales
                           ------  ------   ------  ------   ------  ------   ------  ------
<S>                       <C>      <C>     <C>      <C>     <C>      <C>      <C>     <C>
Commercial and Industrial
 PC Products              $ 5,594   65.2%  $ 4,400   73.5%  $17,009   66.3%  $13,312   71.1%
Technology Programs &
 Systems                    6,369   77.7%    6,286   79.4%   17,935   80.1%   18,261   83.2%
Information Products &
 Services                   1,413   55.3%    2,481  116.1%    4,263   58.6%    8,524  126.7%
Power Conversion Products   4,223   64.1%    2,947   68.7%   12,289   64.1%    8,878   77.5%
                          -------          -------          -------          -------
                          $17,599   67.9%  $16,114   79.3%  $51,496   69.1%  $48,975   83.2%
                          =======          =======          =======          =======
</TABLE>

       The Commercial and Industrial PC Products segment is operated through 
the I-Bus business unit.  I-Bus' sales to OEM customers in the 
telecommunications market for use in end products such as voice mail systems,
fax servers and switching test equipment account for the majority of the 
increase in sales as compared to last year both for the third quarter and the 
first nine months.  Shipments to Lucent Technologies for use in their 
telecommunications equipment comprise the largest portion of the increase.  
While some of these shipments are from prior year backlog, Lucent has also 
entered into current year agreements with I-Bus to purchase products worth up 
to approximately $10 million over periods ranging up to 18 months.  Lucent has 
begun the early stages of a one-year-plus process of designing next generation
products for certain of its applications.  The competition for the PC component
of these new products is keen, and it currently appears that I-Bus will not be 
participating with Lucent on two of the new designs which will succeed products
I-Bus has been supplying for several years.  However, I-Bus has an outstanding 
bid with Lucent for new products for which Lucent has not yet made a decision.
In addition, I-Bus has recently concluded its most successful period of large 
OEM design wins in its history, including a single agreement with a Fortune 500
company with a value of up to $30 million over a three-year period.  Cost of 
sales in both the third quarter and first nine months of the prior year was 
impacted by inventory reserves taken as part of the $14.4 million in fiscal 
1996 charges, as referred to 

<PAGE>
PART I - continued



above.  Cost of sales as a percent of sales also decreased this year as 
compared to fiscal 1996 due to the effect of the higher sales volume on the 
fixed portion of the costs of operations, and the shipments of certain products
in both the three and nine-month periods with higher than typical margins on 
the material content of the product.

       The Technology Programs and Systems business segment is operated through
Maxwell's Federal Division, and a significant portion of this business is with 
the US Government Department of Defense.  While total revenues are relatively
consistent for the comparable three and nine-month periods of fiscal 1997 and
1996, there are several offsetting factors contributing to this result.  A $4 
million, 15-month program for the production of advanced, high-voltage power 
supplies for a Department of Energy accelerator project has increased sales in 
the current year.  This program began in April of 1996, and is now ramped-up 
to its full run-rate.  Work has also increased on two large, multi-year Defense
contracts, one for space-based sensors and the other for Operations & 
Maintenance at a Government facility, as well as increased efforts on the 
closure of a simulator facility which had been operated for the Government for
a number of years.  The simulator facility closure effort is currently 
scheduled for completion in the fall of this year.  One of the large, 
multi-year contracts previously mentioned will also be concluded toward the 
end of this calendar year.  A Government request for proposal for a follow-on
to that effort is expected prior to completion of the current contract; 
however, while the Company has won several prior follow-on contracts to this 
project and has been performing at the very highest levels of award fee, there
is no assurance that the Federal Division will be the successful bidder in the
future.  Offsetting these increases, as compared to the prior year, are the 
impact of the sale in last year's fourth quarter of the Chemical Analytical 
Services business, a winding-down of the Division's environmental consulting 
programs, and the shipment in the first quarter of fiscal 1996 of a large 
hardware system with no such large hardware shipment this year.  Federal 
government funding of Defense related projects, particularly in both the 
hardware and software aspects of nuclear effects simulation, has been key to 
this business segment.  The level of future Defense cutbacks and their impact
on the Company is not predictable and, therefore, previously reported results
are not necessarily indicative of those to be expected in the future.  Adjusted
for the affects of losses from the Chemical Analytical Services group, which,
as mentioned above, was later sold, cost of sales as a percent of sales is 
generally consistent from year to year, both for the quarter and the year-to-
date.

       The Information Products and Services segment is operated through the 
Information Systems business unit.  Sales in this business unit consist 
primarily of the Business Systems group's JAMIS accounting and MIS software 
package, and three large multi-year contracts, two for integrated justice 
information systems (IJIS) in the State of Florida, and one for the network 
component of a Child Support Enforcement System in South Carolina.  All three 
of these multi-year contracts are scheduled for completion around the end of 
the current fiscal year, and work is  winding-down.  The increase in sales in
the three and nine-month periods is primarily due to greater JAMIS-related 
sales in the Business Systems group, as well as completion of an educational 
software project for Glencoe/McGraw-Hill.  Due to prior year performance on 
the IJIS contracts, over $1 million of charges were taken last year for the 
impact of anticipated financial results and, together with the current status 
of the IJIS operation, as described below, these jobs are not currently 
contributing to segment gross profit.  As compared to the prior year, those 
charges, as well as a write-down last year of approximately $800,000 of 
capitalized software as part of the overall $14.4 million of previously 
described fiscal 1996 write-offs, are the major factors affecting the 
comparability of cost of sales as a percent of sales in this business segment.
The cost of sales percentage is also lower this year due to the favorable 
profit margins associated with the increased Business Systems sales.  In 
addition to seeking new contracts in the IJIS and network business area, 
Information Systems is pursuing funding for add-ons and enhancements to the 
IJIS contracts nearing completion.  To date, however, the operation has been
unsuccessful in obtaining additional new or add-on projects.  The Company is 
currently considering its 

<PAGE>
PART I - continued



alternatives for the IJIS operation, including a sale, a wind-down, and a 
re-launch with a new focus on more distinct product applications.

       The Power Conversion Products business segment is operated through the 
Energy Products and PurePulse Technologies business units.  In the third 
quarter, the increase in revenue in this segment was nearly evenly split 
between sales of the Company's new Ultracapacitor product, together with 
related applications and funded development work, and sales primarily of 
filter/capacitors for implantable defibrillator/pacemakers at the Sierra 
division of Energy Products.  For the nine-month period, the revenue increase 
is primarily attributable to the Ultracapacitor product, the Sierra 
filter/capacitor for medical applications, and greater PurePulse revenue.  
Cost of sales in this business segment was impacted in the prior year by 
inventory reserves and other charges taken by the Energy Products business unit
in last year's second and third quarters.  Aside from those charges, current 
quarter and year-to-date improvements in cost of sales as a percent of sales 
are primarily due to the impact on this percentage of the increase in sales, as
well as the results of the restructuring undertaken at Sierra to focus the 
business on the new medical product.

       Selling, administrative and general expenses in the third quarter were 
$5,875,000, or 22.7% of sales, compared to $3,955,000, or 19.5% of sales, in 
the prior year's third quarter.  For the nine months, these expenses were 
$16,543,000, or 22.2% of sales, compared to $11,657,000, or 19.8% of sales, 
one year ago.  Approximately $1.5 million of one-time charges were recorded in 
selling, administrative and general expenses in last year's first nine months 
as part of the overall $14.4 million of restructuring and asset-related 
charges.  Approximately $300,000 of such charges occurred in last year's third 
quarter.  Excluding those charges, the fiscal 1996 third quarter and year-to-
date expenses would have been 18.0% and 17.3% of sales, respectively.  In both 
the three and nine-month periods, the major factors contributing to the current
year increase include: (1) increased sales and marketing costs in the 
commercial business segments in order to support the significant revenue 
growth; (2) accruals under new Company incentive and profit sharing plans that 
were implemented in fiscal year 1997; and (3) additions to staff to support the
Company's new strategic directions, including new executive management with 
skills in technology commercialization and high-volume manufacturing.

       Other-net for the three and nine months ended April 30, 1997 was expense
of $10,000 and $5,000, respectively, compared to income of $4,000 and $223,000
for the comparable periods last year.  The nine month change primarily reflects
completion of the amortization into income of amounts contributed by minority
shareholders upon the organization of PurePulse Technologies over such 
shareholders' proportionate share of PurePulse's equity during April 1996.  
Thus, last year's third quarter and year-to-date other-net included $125,000 
and $379,000 of such income, respectively, while none is included in the 
current year.

       The Company has net operating loss carryforwards to offset pre-tax 
income, and therefore no income tax expense is provided on current year 
profits.  As a result of the factors described above, net income for the three 
months ended April 30, 1997 was $1,059,000, as compared to a loss of $4,823,000
for the same period one year ago.  For the nine months, current year net income
of $2,787,000 compares to a loss of $15,329,000 in the prior year.


<PAGE>
PART I - continued



Liquidity and Capital Resources
- -------------------------------

       The accounts related to working capital have increased from July 31, 
1996, primarily due to the increased business volume in the current fiscal 
year.  The balance sheet remains strong, however, with very little long-term 
debt, working capital of $10.0 million, and a current ratio of 1.5 to 1 at 
April 30, 1997.  This compares to working capital of $7.3 million and a working
capital ratio of 1.4 to 1 at the end of fiscal year 1996.  The Company has 
available a $10 million unsecured bank line of credit, and management believes
that funds on hand and those generated by future operations and available 
through its bank line of credit will be sufficient to finance current working 
capital requirements.  The Company is considering financing plans, including 
plans whereby one or more of its subsidiaries could pursue the issuance of 
shares of stock to the public.  The proceeds of any such financing would be 
available for long-term capital needs such as manufacturing facilities and for 
funding anticipated future growth.

Note on Forward-Looking Information
- -----------------------------------

       To the extent that the above discussion goes beyond historical 
information and indicates results or developments which the Company plans or 
expects to achieve, these forward-looking statements are identified by the use 
of terms such as  "expected," "anticipates," "believes," "plans" and the like.  
Readers are cautioned that such future results are uncertain and could be 
affected by a variety of factors that could cause actual results to differ from 
those expected.  These risks and uncertainties include such factors as 
engineering or manufacturing issues with design prototypes, regulatory 
approvals, ability to reach agreement on contractual terms and conditions and
demand for products reaching expected levels, as well as other items of general
applicability including product development based on new technologies, 
applications and acceptance of new products in major markets, production and 
quality issues on new products, and the impact of competitive products and 
pricing.  Readers are referred to item 1 of the Company's Annual Report on Form
10-K for fiscal 1996 for additional discussion of certain of those factors.


PART II - OTHER INFORMATION

Item 3. Legal Proceedings
        -----------------

        The Registrant has been named as a defendant in an action originally 
filed in June 1994, in the United States District Court for the Eastern 
District of Tennessee at Knoxville, Tennessee (Troy Murphy Morgan, et.al. v. 
Brush Wellman, Inc., et.al.) by six individuals against the U.S. Government and
four companies (Brush Wellman, Inc., Cabot Corporation, NGK Metals Corporation,
and Ceradyne, Inc.) for injuries allegedly related to exposure to beryllium.  
Included as new defendants in addition to the Registrant are Lockheed Martin 
Beryllium Corporation,  Microtechnologies, Inc., Cercom Quality Products, Inc.,
General Ceramics, Inc., and Eagle-Picher Industries, Inc.  Plaintiffs claim 
that exposure to beryllium while working at the U.S. Government facility at Oak
Ridge, Tennessee, has led to chronic beryllium disease and other illnesses and 
are demanding a total of $14,000,000 in compensatory damages and $5,000,000 in
punitive damages.  The Registrant was served with the complaint in early June
and has tendered the matter to its insurance carriers.  Although its 
investigation into the matter is in the early stages, the Registrant does not
believe that its products could have contributed to any beryllium exposure by
the plaintiffs.

<PAGE>
PART II - continued



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

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits
              --------

              No exhibits are included with the Form 10-Q for the period ended
              April 30, 1997.

         (b)  Reports on Form 8-K
              ------------------- 

              No reports on Form 8-K were filed during the quarter ended
              April 30, 1997.


                                SIGNATURE

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.

                                       MAXWELL TECHNOLOGIES, INC.



              June 16, 1997            /s/ Gary Davidson		
- ---------------------------            --------------------------------------
Date                                   Gary Davidson, Chief Financial Officer
                                         and Authorized Officer



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>                    
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<FISCAL-YEAR-END>                          JUL-31-1997
<PERIOD-END>                               APR-30-1997
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<SECURITIES>                                         0                 
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<COMMON>                                           601                 
                                0                 
                                          0                 
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<TOTAL-LIABILITY-AND-EQUITY>                    47,930                 
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<TOTAL-COSTS>                                   51,496                 
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<LOSS-PROVISION>                                     0            
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<EPS-PRIMARY>                                      .42                 
<EPS-DILUTED>                                      .42                
        

</TABLE>


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