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


                  FORM 10-QSB-QUARTERLY OR TRANSITIONAL REPORT


     (Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

      For the quarterly period ended July 31, 1998


                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.




                         COMMISSION FILE NUMBER 0-12873
                                                -------


                                  FIRECOM, INC.
--------------------------------------------------------------------------------
              (Exact name of Small Business Issuer in its charter)



         New York                                         13-2934531
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

39-27 59th Street, Woodside, New York                          11377
---------------------------------------                      ----------
(Address of principal executive offices)                     (zip code)


Issuer's telephone number, including area code: (718) 899-6100


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 and (2) has been subject to such filing requirements for
the past 90 days.

     YES  X   NO    
         ---     ---



As of September 10, 1998, the Registrant had 5,644,094 shares of Common Stock
outstanding, and 5,099,304 shares of Class A Common Stock outstanding.


<PAGE>
                                      INDEX
                                      -----
                                                                    PAGE NO.
                                                                    --------


         Safe Harbor Statement                                         3

PART I    FINANCIAL INFORMATION

         Item 1: Financial Statements
              Consolidated Balance Sheet-July 31, 1998                 4-5

              Consolidated Statements of Income-
               Three Months Ended July 31, 1998 and 1997               6

              Consolidated Statements of Cash Flows-
               Three Months Ended July 31, 1998 and 1997               7

              Notes to Consolidated Financial Statements               8-11


         Item 2: Management's Discussion and Analysis
                 of Financial Condition and Results
                 of Operations                                        11-12


PART II  OTHER INFORMATION                                            12-13


                                      2
<PAGE>


                        SAFE HARBOR STATEMENT UNDER THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Form 10-Q for the quarter ended July 31, 1998 contains certain
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995, which can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "anticipate," "estimate," "should"
or "continue" or the negative thereof or other variations thereon or comparable
terminology. The matters set forth under the captions "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Cautionary
Statements" herein constitute cautionary statements identifying important
factors with respect to such forward-looking statements, including certain risks
and uncertainties, that could cause actual results to differ materially from
those in such forward-looking statements.


                                      3
<PAGE>


                         FIRECOM, INC. AND SUBSIDIARIES
                         ------------------------------

                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)





                                  JULY 31, 1998
                                  -------------



ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                      $ 4,332,000
       Accounts receivable,  net of allowance for
          doubtful accounts of $500,000.                              3,026,000
       Inventories                                                    1,761,000
       Deferred tax asset                                               673,000
       Prepaid expenses and other                                        86,000
                                                                    -----------


         Total current assets                                       $ 9,878,000
                                                                    -----------



FIXED ASSETS


       PROPERTY, PLANT AND EQUIPMENT                                $ 1,508,000
           Less:  Accumulated Depreciation & 
                    Amortization                                        870,000
                                                                    -----------

         Total Fixed Assets                                         $   638,000
                                                                    -----------

OTHER ASSETS

       Intangible assets, less accumulated 
          amortization of $49,000                                   $   111,000
                                                                    -----------

                  TOTAL ASSETS                                      $10,627,000
                                                                    ===========


                                      4
<PAGE>


                         FIRECOM, INC. AND SUBSIDIARIES
                         ------------------------------

                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)



                                  JULY 31, 1998
                                  -------------


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

 Current portion of notes payable                                   $   601,000
 Accounts payable                                                     1,025,000
 Revolving Loan - Chase Bank                                            500,000
 Accrued expenses                                                     1,371,000
                                                                      ---------

     Total current liabilities                                      $ 3,497,000
                                                                    -----------



LONG-TERM LIABILITIES:

 Notes payable                                                      $ 1,007,000
 Accrued compensation                                                   300,000
 Deferred tax liability                                                  67,000
                                                                    -----------

    Total Long-Term liabilities                                     $ 1,374,000
                                                                    -----------


MANDATORY REDEEMABLE COMMON STOCK                                       590,000
                                                                    -----------

SHAREHOLDERS' EQUITY

Preferred Stock, par value $1; authorized 1,000,000
 shares, none issued                                                $     - 0 -
Common Stock, par value $.01:  Authorized 30,000,000
 shares. Issued: 7,211,583  Outstanding:  6,180,589                      72,000

Class A Common Stock, par value $.01: Authorized 
 10,000,000 shares. Issued: 6,666,793  
 Outstanding:  5,635,799                                                 66,000

Additional Paid-In Capital                                            2,764,000
Retained Earnings                                                     3,490,000
                                                                    -----------
             Sub-Total                                              $ 6,392,000

Less:  Treasury Stock, at cost, 1,030,994 shares of 
  both Common and Class A                                             1,226,000
                                                                    -----------
                                                                               

    Total Shareholders' Equity                                      $ 5,166,000
                                                                    -----------
                                                                               
                  TOTAL LIABILITIES & EQUITY                        $10,627,000
                                                                    ===========


                                      5
<PAGE>


                         FIRECOM, INC. AND SUBSIDIARIES
                         ------------------------------

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)

                                                         THREE MONTHS ENDED
                                                         ------------------
                                                                JULY 31
                                                                -------
                                                         1998            1997
                                                         ----            ----

NET SALES:
  Product                                            $ 2,574,000    $ 1,456,000
  Service                                              1,644,000      1,550,000
                                                     -----------    -----------
         Total Sales                                   4,218,000      3,006,000
                                                     -----------    -----------

COST OF SALES:
  Product                                              1,934,000        999,000
  Service                                                785,000        779,000
                                                     -----------    -----------
     Total Cost of Sales                               2,719,000      1,778,000
                                                     -----------    -----------

GROSS PROFIT                                           1,499,000      1,228,000
                                                     -----------    -----------

OPERATING EXPENSES:
Selling, general and administrative                      979,000      1,010,000
Research and development                                 136,000        153,000
                                                     -----------    -----------
      Total operating expenses                         1,115,000      1,163,000
                                                     -----------    -----------

INCOME FROM OPERATIONS                                   384,000         65,000
                                                     -----------    -----------
OTHER INCOME (EXPENSE)
Interest income                                           53,000          4,000
Interest expense                                         (56,000)       (51,000)
Other                                                     40,000          3,000
                                                     -----------    -----------
     Total Other Income (Expense)                         37,000        (44,000)
                                                     -----------    -----------

INCOME BEFORE INCOME TAX                                 421,000         21,000

INCOME TAX EXPENSE                                       198,000         10,000
                                                     -----------    -----------

NET INCOME                                           $   223,000    $    11,000
                                                     ===========    ===========


NET INCOME APPLICABLE TO
COMMON SHAREHOLDERS                                  $   223,000    $    11,000

NET INCOME PER COMMON SHARE:
         Basic                                       $       .02    $       .00
         Diluted                                     $       .02    $       .00
WEIGHTED AVERAGE NUMBER OF
SHARES USED IN COMPUTING EPS:                                                  
         Basic                                        11,816,000      9,061,000
         Diluted                                      12,256,000     11,575,000


                                      6
<PAGE>


                         FIRECOM, INC. AND SUBSIDIARIES
                         ------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


                                                         THREE MONTHS ENDED
                                                         ------------------
                                                                JULY 31
                                                                -------
                                                         1998            1997
                                                         ----            ----


CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                            $   223,000    $   11,000

Adjustments to reconcile net income to
 net cash used in operating activities:
  Depreciation and amortization                            58,000        35,000
  Provision for doubtful accounts                         100,000        63,000
Increase (decrease) in cash attributable
 to changes in assets and liabilities:
         Accounts receivable                             (382,000)      475,000
         Inventories                                     (260,000)     (411,000)
         Other current assets                              54,000       (52,000)
         Accounts payable                                 269,000       (71,000)
         Accrued expenses                                 257,000      (697,000)
         Accrued compensation                             (43,000)       (6,000)
                                                      -----------    ----------


NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                    276,000      (653,000)
                                                      -----------    ----------

CASH FLOWS USED IN INVESTING ACTIVITIES:

Capital expenditures                                      (20,000)      (57,000)
                                                      -----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of notes payable                               (128,000)      118,000)
Proceeds from line of credit borrowing                      -0-         500,000
Preferred Stock Dividend                                    -0-        (905,000)
Proceeds from stock issue                                   -0-         452,000
                                                      -----------    ----------


NET CASH USED IN FINANCING ACTIVITIES                    (128,000)      (71,000)
                                                      -----------    ----------

NET INCREASE (DECREASE) IN CASH 
  AND CASH EQUIVALENTS                                    128,000      (781,000)


CASH AND CASH EQUIVALENTS:

  Beginning of year                                     4,204,000     2,465,000
                                                      -----------    ----------


  End of three months                                 $ 4,332,000    $1,684,000
                                                      ===========    ==========


                                      7
<PAGE>


                         FIRECOM, INC. AND SUBSIDIARIES
                         ------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)




NOTE 1: ACCOUNTING POLICIES:

The accounting policies followed by the Company are set forth in Note 1 of the
Company's financial statements on Form 10-KSB for the fiscal year ended April
30, 1998.

In the opinion of management the accompanying consolidated financial statements
contain the necessary adjustments, all of which are of a normal and recurring
nature, to present fairly Firecom Inc. and its subsidiaries' financial position
at July 31, 1998 and the results of operations for the three months ended July
31, 1998 and 1997, and cash flows for the three months ended July 31, 1998 and
1997.

All share information has been restated giving effect to the distribution of
Class A Common Stock (which is convertible on a share for share basis to Common
Stock) which took place on December 17, 1997, and treats the Class A Common
Stock as if converted to Common Stock. The only distinction between the two
classes is that the Class A Common Stock has thirty (30) votes per share and
generally cannot be transferred without conversion into Common Stock.

Certain reclassifications were made in the 1997 financial statements to conform
to the classifications used in the 1998 financial statements.


NOTE 2: INVENTORIES

Inventories consist of the following at July 31, 1998:

      Raw materials and sub-assemblies                     $1,753,000
      Work-in-process                                           8,000
                                                           ----------
                                                           $1,761,000
                                                           ==========


NOTE 3: PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following
  at July 31, 1998:

      Leasehold improvements                               $  306,000
      Machinery and equipment                                 705,000
      Furniture and fixtures                                  497,000
                                                           ----------
                                                           $1,508,000
         Less accumulated depreciation and amortization       870,000
                                                           ----------
                                                           $  638,000
                                                           ==========


                                      8
     <PAGE> 


NOTE 4: NOTES PAYABLE

     The Company's long-term debt consists of the following at July 31, 1998:

     Notes payable to banks and other:
          First mortgage note payable                     $   312,000
          Note payable to Norwood Venture                   1,075,000
          Note payable to May Family                          123,000
          Other note payable                                   98,000
                                                          -----------
                                                          $ 1,608,000
               Less current portion                           601,000
                                                          -----------
                                                          $ 1,007,000
                                                          ===========

     In June 1997, the Company entered into an agreement to purchase various
     assets totaling $285,200, of which $150,000 was paid upon closing and the
     balance of $135,200 is payable, in the form of a note, quarterly through
     August 2000, with interest at 10%.

     On July 22, 1997, the Company borrowed $500,000 on its revolving line of
     credit with the Chase Manhattan Bank primarily to support the increased
     inventory level of its product being introduced by the Company into the
     national market ("National Product").


NOTE 5: INCOME PER COMMON SHARE

Effective January 31, 1998, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" (SFAS No. 128). SFAS No. 128
requires dual presentation of basic and diluted earnings per share for all
periods presented. Basic earnings per share excludes dilution and is computed by
dividing income available to common shareholders by the weighted average number
of common shares outstanding for the period. Diluted earnings per share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the entity.
Prior period income per share information has been restated as required by SFAS
No. 128.

A reconciliation of the income and weighted-average shares used in both
calculations follows:

                                 Periods ended July 31, 1998
                                 ---------------------------
                                         Three Months
                         -------------------------------------------
                         Income               Shares            EPS
                         ------               ------            ---
Basic EPS                $223,000           11,816,000          $.02
     
Effect of
  Stock options             -                  440,000           -0-
                         --------           ----------          ----

Diluted EPS              $223,000           12,256,000          $.02
                         --------           ----------          ----


                                 Periods ended July 31, 1997
                                 ---------------------------
                                         Three Months
                         ------------------------------------------
                         Income               Shares            EPS
                         ------               ------            ---

Basic EPS                $ 11,000            9,061,000         $.00

Effect of
  Stock options
  and warrants               -               2,514,000          -0-
                         ---------          ----------         ----

Diluted EPS              $ 11,000           11,575,000         $.00
                         --------           ----------         ----


                                      9
     <PAGE>


Unexercised employee stock options and warrants to purchase 160,660 shares of
the Company's common stock as of July 31, 1998 were not included in the
computation of diluted EPS because the options' exercise prices were greater
than the average market price of the Company's common stock during the
respective periods.



NOTE 6: STOCKHOLDERS' EQUITY TRANSACTIONS

On June 21, 1995 the Company signed a Stock Purchase Agreement to purchase
1,072,988 shares of the Company's $.01 par value common stock held by certain
members of the May family (the "Shareholders") at $.45 per share. Terms of the
agreement provide for a cash payment in the amount of $174,448 and a five (5)
year note in the amount of $308,397, bearing interest at 12% per annum. Interest
is payable monthly. The principal is to be paid in five equal annual
installments of $61,679. The purchase of these shares was completed on July 18,
1995. The Company's obligation under the note is collateralized by a pledge by
the Company to the noteholder of 685,326 shares of the Company's common stock.

At the same time, the Company and the Shareholders entered into an Option and
Escrow Agreement relative to an additional 1,072,990 shares of the Company's
common stock (the "Option Shares"). (See Note 9: Subsequent Event for
information regarding the repurchase of the Option Shares by the Company in
September, 1998).

On July 22, 1997, the Company exchanged all of the Series A Preferred Stock
having a liquidation preference of $1,437,000 for an aggregate of 2,299,200
shares of the Company's common stock.

On June 11, 1997, the Board of Directors declared all of the cumulative
dividends in arrears on the Series A Preferred Stock which approximated
$905,000. These dividends were paid on July 22, 1997. In addition, 50% of the
payment was used to exercise warrants which expired on July 31, 1997 for 754,500
shares of the Company's common stock.


NOTE 7: COMMITMENTS AND CONTINGENCIES:

On December 31, 1992, the Company entered into an employment agreement with the
Chairman of the Company, which was amended on March 28, 1995, providing for base
salary plus incentive compensation and fringe benefits as defined in the
agreement, through April 30, 2000. At July 31, 1998, the Company has accrued
$246,000 of incentive compensation and $142,000 of accrued fringe benefits.

In connection with the purchase of certain assets, the Company entered into a
Consulting and Non-competition Agreement with the President of the Corporation
from whom the assets were acquired, and have continuing payment requirements of
$25,000 per quarter through September 2000.


NOTE 8: STOCK DIVIDEND:

The Company declared a share dividend on its Common Stock, par value $.01 per
share (the "Common Stock"), payable in shares of the newly authorized Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"), at the rate
of one share of the Class A Common Stock for each share of the Common Stock
issued and outstanding at the close of business on December 5, 1997. The
dividend shares were issued on December 17, 1997.

The Class A Common Stock, which was authorized by shareholders of the Company at
an annual meeting held on November 18, 1997, entitle the holders to vote
together with the holders of the Common Stock as a single class and to cast
thirty votes per share. Shares of the Class A Common Stock are non-transferable,
but convertible at any time at the option of the holder into the Company's
regular Common Stock. The Class A Common Stock participates in the earnings of
the Company on the same basis as the Common Stock.


                                      10
     <PAGE>


NOTE 9: SUBSEQUENT EVENT:

On September 2, 1998 the Company signed a Stock Purchase Agreement to purchase
536,494 shares of the Company's $.01 par value common stock and an equal number
of shares of class A common stock held by certain members of the May family (the
"Shareholders") at $.575 per share. These shares were covered under the Option
and Escrow Agreement (see Note 6). Terms of the agreement provide for a cash
payment in the amount of $308,485 and a five (5) year note in the amount of
$308,485, bearing interest at 11.5% per annum. The principal is to be paid in
five equal installments of $61,697. The Company's obligation under the note is
collateralized by a pledge by the Company to the noteholders of 536,494 shares
of the Company's common stock.




               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
                                   (unaudited)

--------------------------------------------------------------------------------



LIQUIDITY

Net cash provided by operations for the three months ended July 31, 1998 was
$276,000 primarily due to the profit earned in the quarter. The increases in
accounts receivable and inventories were offset by the increases in accounts
payable and accrued expenses. The Company's revolving financing agreement with a
major New York bank provides the Company with a revolving line of credit not to
exceed $2 million (there was an outstanding balance of $500,000 as of July 31,
1998) and a first mortgage note (the balance was $312,000 as of July 31, 1998).
These loan facilities are collateralized by substantially all of the Company's
assets and are subject to certain covenants.

Availability of funds under the terms of revolving line of credit is based on
eligible accounts receivable and inventory. The initial commitment for $2
million, under the terms of the note, is reduced by $500,000 each six months
commencing on October 1, 1999.

Management believes that it will be able to maintain adequate working capital
and cash balances to meet its current needs.



RESULTS OF OPERATIONS

Consolidated sales and net income for the quarter ended July 31, 1998 were
$4,218,000 and $223,000 respectively as compared to $3,006,000 and $11,000 for
the quarter ended July 31, 1997. Sales increased by 40% during the three months
ending July 31, 1998 versus the same period last year. These higher sales
reflect the higher backlog of orders as of April 30, 1998 versus the same period
in 1997 and the increase in subcontract work taken.

Gross profit percentage for the three months ended July 31, 1998 was 35.5% as
compared to 40.9% for the three months ended July 31, 1997. The decrease in
gross profit percentage was primarily due to an increase in new construction
jobs and subcontracting, which have a lower gross profit percentage.

Operating income for the three months ended July 31, 1998 was $384,000 as
compared to $65,000 for the three months ended July 31, 1997. As a percentage of
revenue, the operating income for the three months ended July 31, 1998 was 9.1%
versus 2.2% in the same period in 1997. The increase in operating income and its
percentage to revenue was primarily due to the increase in revenues.

The Company's backlog for its life safety and other systems totaled $2,808,000
at July 31, 1998 as compared to $2,742,000 at April 30, 1998. Due to
fluctuations in the Company's backlog, management remains cautious about


                                      11
     <PAGE>


predicting revenue in the fiscal year. Orders continue to be booked on the
Company's fire safety system being marketed outside of New York City, and
management is very encouraged about future growth in this product category.




Significant changes in balance sheet items from April 30, 1998 to July 31, 1998
are highlighted as follows:

     1: Accounts receivable increased due to increased sales.

     2: Inventories increased as a result of stocking requirements for the
     National Product.

     3: The decrease in prepaid expenses and other reflects a reduction in
     prepaid income taxes due to an increase in accrued corporate taxes.

     4: The increase in accounts payable and accrued expenses reflect an
     increase in inventory purchases and subcontracting costs.

CAUTIONARY STATEMENTS

Information or statements provided by the Company from time to time contain
certain "forward-looking information" relating to such matters as liquidity,
projected sales and anticipated margins. The cautionary statements made herein
are being made pursuant to the Private Securities Litigation Reform Act of 1995
(the "Act") and with the intention of obtaining the benefits of the "safe
harbor" provisions of the Act for any such forward-looking information. The
Company cautions readers that any forward-looking information provided by the
Company is not a guarantee of future performance and that actual results may
differ materially from those in the forward-looking information as a result of
various factors, including but not limited to the acceptance in what is a new
market for the Company, the national market (historically, the vast majority of
the Company's revenues have been derived from the New York City market) of the
Company's newly-introduced line of safety products for the national market. The
principal manufacturers against whom the Company expects to compete in the
national market are generally better financed, have products accepted in the
market and have long-established distribution and servicing networks. The
Company's future growth is to a large extent dependent on being able to compete
successfully against these competitors.





     PART II

     Item 1. Legal Proceedings - None

     Item 2. Exhibits and Reports on Form 8-K - None



                                      12
<PAGE>


                                   SIGNATURES



                                                           Firecom, Inc.
                                                           -------------



Dated:        September 14, 1998                     /s/ Jeffrey Cohen
              ------------------                 ----------------------------
                                                 Jeffrey Cohen
                                                 Vice President-Finance,
                                                 Chief Financial Officer, and
                                                 Principal Accounting Officer


                                      13
<PAGE>


                                 EXHIBIT INDEX


EXHIBIT
-------

EXHIBIT 27.1  FINANCIAL DATA SCHEDULE TO FORM 10-QSB DATED 
              JULY 31, 1998

EXHIBIT 27.2  RESTATED FINANCIAL DATA SCHEDULE TO FORM 10-QSB DATED
              JANUARY 31, 1998

EXHIBIT 27.3  RESTATED FINANCIAL DATA SCHEDULE TO FORM 10-QSB DATED
              OCTOBER 31, 1997

EXHIBIT 27.4  RESTATED FINANCIAL DATA SCHEDULE TO FORM 10-QSB DATED
              JULY 31, 1997 

EXHIBIT 27.5  RESTATED FINANCIAL DATA SCHEDULE TO FORM 10-QSB DATED
              JANUARY 31, 1997

EXHIBIT 27.6  RESTATED FINANCIAL DATA SCHEDULE TO FORM 10-QSB DATED
              OCTOBER 31, 1996

EXHIBIT 27.7  RESTATED FINANCIAL DATA SCHEDULE TO FORM 10-QSB DATED
              JULY 31, 1996