3.1 [1] Second Amended and Restated Articles of Incorporation

3.2 [1] Amended and Restated Bylaws

4.1 [1] Specimen Common Stock Certificate

4.2 [1]Rights Agreement dated January 25, 1991

10.1 [1]Form of Indemnification Agreement for directors and officers

10.2 [1]1984 Stock Purchase Plan and form of agreement thereunder

10.3 [1]1991 Stock Option Plan and forms of agreements thereunder

10.4 [1]1993 Employee Stock Purchase Plan

10.5 [1]Profit Sharing Policy

10.6 [1] Summary Plan Description of 401(k) Retirement Plan

10.7 [1]Warrant to Purchase Common Stock dated June 27, 1990 issued to Owenoake Partners, L.P. ("Owenoake"), Letter Agreement with Owenoake dated September 20, 1990, and Amendment Number One to Warrants to Purchase Common Stock with Owenoake and certain warrant holders dated February 8, 1993

10.8 [1] Warrants to Purchase Common Stock dated September 25, 1990 issued to certain warrant holders

10.9 [2] Line of Credit Agreement dated June 10, 1993 with Sanwa Bank California and related Equipment Purchase Line of Credit Agreement dated June 10, 1993

10.10 [1] Lease Agreement dated August 21, 1985 with Lincoln Mathilda Associates, Ltd. and Patrician Associates, Inc., and amendments thereto

10.11 [3]Lease agreements dated November 23, 1994 with Lincoln Property Company Management Services, Inc. for Buildings H and I

10.12 Amendment to Commercial Credit Agreement dated March 7, 1995 with Sanwa Bank California and related Equipment Purchase Line Agreement dated March 10, 1995.

11.1 Statement regarding computation of net income per share

13.1Annual Report to Shareholders for fiscal year ended October 31, 1995

23.1 Consent of Independent Auditors

[1] Incorporated by reference to corresponding Exhibit filed as an Exhibit to Registrant's Registration Statement on Form S-1 filed January 29, 1993 (File No. 33-58168).

[2] Incorporated by reference to corresponding exhibit filed with the Registrant's Form 10K for fiscal year 1993 dated January 22, 1994.

[3] Incorporated by reference to corresponding exhibit filed with the Registrant's Form 10K for fiscal year 1994 dated January 27, 1995.

                                  Year Ended December 31

                                 1995      1994      1993
                                 ________________________
                                      (in thousands,
                                  except per share data)

Number of Shares Outstanding     7,455     7,442     6,516
   Net effect of dilutive
   stock options, based on
   the treasury stock method
   using the year-end market
   price, if higher than
   average market price            180       327       373
                                ______    ______    ______

Total                            7,635     7,769     6,998
                                ______    ______    ______
                                ______    ______    ______

Net Income                      $  904    $3,140    $3,264
                                ______    ______    ______
                                ______    ______    ______
 
Net Income per share            $ 0.12    $ 0.40    $ 0.47
                                ______    ______    ______
                                ______    ______    ______

We also consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-21236) pertaining to the Applied Signal Technology, Inc. Non-Incentive Stock Option Plan of our report dated December 1, 1995, with respect to the financial statements Applied Signal Technology, Inc. incorporated by reference in the Annual Report (Form 10-K) for the year ended October 31, 1995.

Palo Alto, California
January 26, 1996

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