Applied Signal Technology, Inc.

Index to Exhibits


Exhibit Number Description of Document
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 Building H and I
10.12 (4)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
13.1 (4) Annual Report to Shareholders for fiscal year ended October 31, 1995
23.1 (4)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 10-K for fiscal year 1993 dated January 22, 1994.

(3) Incorporated by reference to corresponding Exhibit filed with the Registrant's Form 10-K for fiscal year 1994 dated January 27, 1995.

(4) Incorporated by reference to corresponding Exhibit filed with the Registrant's Form 10-K for fiscal year 1995 dated January 26, 1996.


Applied Signal Technology, Inc.

Exhibit 11.1

Computation of Net Income Per Share

(In thousands except per share data)

                                       Three Months Ended
                                   _____________  _____________ 

                                    Feb. 2, 1996  Jan. 27, 1995
                                   _____________  ____________  
Number of shares:

   Weighted average outstanding 
   common                             $ 7,628       $ 7,392 

   Dilutive common stock 
   equivalents of:
     Stock options (treasury 
     stock method) (1)                    154           259 
                                      _______       _______  
 
                                        7,782         7,651  
                                      _______       _______ 
                                      _______       _______
   
Net income                            $   150      $  1,020

Net income per share                  $   .02      $    .13 

(1) Effect of assumed exercise of all dilutive stock options and assumed repurchase of shares from proceeds.