SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q


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

            For the quarterly period ended                April 30, 1998
                                                          -------------- 

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


            For the transition period from              to


                         Commission file number 0-13284

                               V BAND CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           New York                                           13-2990015
-------------------------------                           -------------------
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                            Identification No.)


                   565 Taxter Road, Elmsford, New York 10523
              ----------------------------------------------------
              (Address and zip code of principal executive office)


                                 (914) 789-5000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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 [   ]

The number of shares of Common  Stock  outstanding,  as of April 30,  1998,  was
5,426,591 shares.
<PAGE>
                               V BAND CORPORATION
                           FORM 10-Q QUARTERLY REPORT
                FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 1998




                                TABLE OF CONTENTS

                          
                          PART I. Financial Information

Item 1.        Financial Statements

               Consolidated  balance  sheets at April 30, 1998  (unaudited)  and
               October 31, 1997  Consolidated  statements of operations  for the
               three and six months ended April 30, 1998 and 1997 (unaudited)

               Consolidated  statements  of cash flows for the six months  ended
               April 30, 1998 and 1997 (unaudited)

               Notes to consolidated financial statements (unaudited)

Item 2.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations                                       
                    

                           PART II. Other Information

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

SIGNATURES                                 
<PAGE>
<TABLE>
<CAPTION>
                           V BAND CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                           APRIL 30, 1998 AND OCTOBER 31, 1997
                              (in 000's, except share data)

                                                               April 30,     October 31,
                                                                 1998            1997
                                                                --------      --------- 
          ASSETS                                              (unaudited)
<S>                                                             <C>           <C>     
Current Assets:
Cash and cash equivalents .................................     $  1,576      $    336
Accounts receivable, less allowance for doubtful
     accounts of $237 in 1998 and $498 in 1997 ............        3,447         8,079
Inventories, net ..........................................        5,438         4,733
Prepaid expenses and other current assets .................          556           458
                                                                --------      --------
                         Total current assets .............       11,017        13,606
                                                                --------      --------
Fixed Assets:
Furniture, fixtures, equipment and leasehold improvements .        9,599         9,539
Less: Accumulated depreciation and amortization ...........       (9,028)       (8,786)
                                                                --------      --------
                         Total fixed assets ...............          571           753
                                                                --------      --------

Other Assets ..............................................          176           193
                                                                --------      --------

     TOTAL ASSETS .........................................     $ 11,764      $ 14,552
                                                                ========      ========
     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt ...........................................     $  1,973      $  2,943
Accounts payable ..........................................        2,953         2,557
Accrued wages .............................................        1,158           894
Customer deposits .........................................        1,577           959
Other accrued expenses ....................................        1,449         1,102
                                                                --------      --------
                         Total  current liabilities .......        9,110         8,455
                                                                --------      --------
Shareholders' Equity:
Common stock, $.01 par value; authorized 20,000,000 shares;
     issued  7,145,913 in 1998 and 7,131,913 in 1997 ......     $     71            71
Capital in excess of par value ............................       19,981        19,872
Accumulated deficit .......................................       (5,845)       (2,270)
Cumulative translation adjustment .........................          215           192
                                                                --------      --------
                                                                  14,422        17,865
Less - Treasury stock, at cos; 1,719,322 shares............      (11,768)      (11,768) 
                                                                --------      --------
                         Total shareholders' equity .......        2,654         6,097
                                                                --------      --------

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...........     $ 11,764      $ 14,552
                                                                ========      ========
</TABLE>
                     See notes to consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>
                                V BAND CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 1998 AND 1997 (unaudited)
                                 (in 000's, except per share data)

                                                  Three Months Ended           Six Months Ended  
                                                       April 30,                   April 30,
                                                  1998          1997          1998          1997  
                                                --------      --------      --------      --------         
Sales
<S>                                             <C>           <C>           <C>           <C>          
     Equipment ............................     $  3,453      $  8,104      $  6,681      $ 14,210     
     Service ..............................        1,366         1,352         2,862         2,748 
                                                --------      --------      --------      --------         
         Total sales ......................        4,819         9,456         9,543        16,958     
                                                --------      --------      --------      --------     

Cost of Sales
     Equipment ............................        2,577         5,053         5,000         8,822     
     Service ..............................        1,001           938         1,987         1,884 
                                                --------      --------      --------      --------         
         Total cost of sales ..............        3,578         5,991         6,987        10,706 
                                                --------      --------      --------      -------- 
        
         Gross profit .....................        1,241         3,465         2,556         6,252
                                                --------      --------      --------      --------          
Operating Expenses
     Selling, general and administrative ..        1,890         2,360         4,854         4,520     
     Research and development .............          589           896         1,191         1,691  
                                                --------      --------      --------      --------        
         Total operating expenses .........        2,479         3,256         6,045         6,211    
                                                --------      --------      --------      --------  
    
         Operating income (loss) ..........       (1,238)          209        (3,489)           41
     
Interest Expense ..........................          (44)          (10)          (94)           (7)    
Other (Expense) Income ....................           29             8             8            (1) 
                                                --------      --------      --------      --------        
         Net loss .........................     $ (1,253)     $    207      $ (3,575)     $     33     
                                                ========      ========      ========      ========     

Net loss per share ........................     $   (.23)     $    .04      $   (.66)     $    .01     
                                                ========      ========      ========      ========  
   
Weighted average number of shares of common
    stock and common stock equivalents ....        5,427         5,413         5,420         5,371
                                                ========      ========      ========      ========     
</TABLE>

                 See notes to consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>

                               V BAND CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE SIX MONTHS ENDED APRIL 30, 1998 AND 1997 (unaudited)
                                            (in 000's)

                                                                          1998         1997
                                                                       --------      --------
<S>                                                                    <C>           <C>     
Cash Flows from Operating Activities
    Net (loss) income ............................................     $ (3,575)     $     33
    Adjustments to reconcile net loss to net
       cash provided by (used in) operating activities:
       Depreciation ..............................................          246           295
       Amortization of other assets ..............................           17           208
       Provision for doubtful accounts ...........................            6             6
       Waiver of Chairman's salary ...............................          100          --
       Changes in assets and liabilities:
           Accounts receivable ...................................        4,626        (1,614)
           Inventories ...........................................         (705)         (268)
           Prepaid expenses and other current assets .............          (98)          347
           Other assets ..........................................         --               8
           Accounts payable and other current liabilities ........        1,625        (1,122)
           Foreign currency translation adjustment ...............           23           (12)
                                                                       --------      --------
               Net cash provided by (used in) operating activities        2,265        (2,119)
                                                                       --------      --------
Cash Flows from Investing Activities
    Capital expenditures .........................................          (64)          (48)
                                                                       --------      --------
               Net cash used in investing activities .............          (64)          (48)
                                                                       --------      --------
Cash Flows from Financing Activities
    Proceeds from short-term debt ................................       10,794           200
    Payments of short-tem debt ...................................      (11,764)         --
    Proceeds from issuance of common stock .......................            9            97
                                                                       --------      --------
               Net cash (used in) provided by financing activities         (961)          297
                                                                       --------      --------

Net increase (decrease) in cash and cash equivalents .............        1,240        (1,870)
Cash and cash equivalents, at beginning of period ................          336         2,258
                                                                       --------      --------
Cash and cash equivalents, at end of period ......................     $  1,576      $    388
                                                                       ========      ========
Supplementary Disclosures
    Income taxes paid ............................................     $     16      $    156
                                                                       ========      ========
    Interest paid ................................................     $     94      $    162
                                                                       ========      ========
</TABLE>
                 See notes to consolidated financial statements
<PAGE>
                       V BAND CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (in 000's)

Note A -- Basis of Presentation

The accompanying  consolidated  financial  statements  include the accounts of V
Band  Corporation  and  its  wholly-owned  subsidiaries  (the  "Company").   All
significant intercompany balances and transactions have been eliminated. Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted.  These consolidated financial statements should be read in
conjunction with the Company's audited financial  statements for the fiscal year
ended October 31, 1997 as set forth in the Company's annual report on Form 10-K.
In the  opinion of  management,  all  adjustments  (which  include  only  normal
recurring  adjustments)  necessary  to present  fairly the  financial  position,
results of operations and cash flows at April 30, 1998 and all periods presented
have been made.

Note B -- Significant accounting policies

Revenue  recognition  -  Equipment  revenue,  for new system  installations  and
modifications  to existing systems at customer  locations,  is recognized as the
product is shipped.  For long-term  contracts,  equipment  revenue is recognized
under the  percentage of completion  method.  Service  revenue,  which  includes
maintenance  contract  revenue and repairs,  is recognized  when the service has
been completed.

Note C -- Inventories

Inventories are summarized as follows:
<TABLE>
<CAPTION>
                                                     April 30,         October 31,
                                                       1998               1997
                                                     -------            -------
<S>                                                  <C>                <C>    
Finished goods ...........................           $ 3,547            $ 3,374
Parts and components .....................             3,869              3,935
                                                     -------            -------
                                                       7,416              7,309
Less:  Inventory reserves ................            (1,978)            (2,576)
                                                     =======            =======
                                                     $ 5,438            $ 4,733
                                                     =======            =======
</TABLE>

Note D  -- Short-term debt

In May 1997, the Company  entered into a Credit  Agreement with National Bank of
Canada, (the "Credit Agreement"). The Credit Agreement provides a revolving loan
and letter of credit facility of up to $4 million with an interest rate of prime
plus 2 percent. The Company's obligations under the Credit Agreement are secured
by a  security  interest  in all of the  assets  of V Band  Corporation  and its
domestic  subsidiaries.  The prime rate was 8.5% at April 30,  1998.  Due to the
Company's  results of  operations  for 1997,  the Company  failed to satisfy the
financial  covenants  set forth in the Credit  Facility.  On  February  9, 1998,
<PAGE>
National Bank of Canada waived the Company's  failure to satisfy those covenants
at October 31, 1997 and has amended them for fiscal year 1998. In addition,  the
interest rate on the  outstanding  borrowings  has been modified to prime plus 2
percent  effective  February 1, 1998. The amended  financial  covenants were not
satisfied  for the three month period ended April 30, 1998.  On June 4, 1998 the
National Bank of Canada waived the Company's  failure to satisfy those covenants
at April 30, 1998 and has amended them for fiscal year 1998.  The interest  rate
on the outstanding borrowings remains at prime plus 2 percent.

Note E  -- Restructuring plan

On  January  31,  1998,  the  Company  established  a plan  to  restructure  its
operations.  The  restructuring  plan,  involves  consolidation of the Company's
office space in New York and London,  the  restructuring of its operations,  the
establishment  of a centralized  customer service center and the reassignment of
various marketing and administrative  personnel to field sales support functions
to open new sales and  distribution  channels.  As a result  of this  plan,  the
Company  has  reduced  its  headcount  from its  October  31,  1997 level of 186
employees to 170 employees at January 31, 1998. Therefore,  the Company recorded
a $1,023  charge  during the quarter  ended  January  31,  1998  relating to the
restructuring plan.

Note F - Related party transaction

In the six months ended April 30, 1998,  the Chairman of the Company waived $100
of  his  accrued   compensation.   The  Company  has  recorded  such  amount  as
compensation expense and a capital contribution.
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

                        (in 000's except per share data)

Results of Operations

Sales for the second  quarter of 1998,  ended  April 30,  1998,  of $4,819  were
$4,637,  or 49%,  lower than the $9,456  reported in the second quarter of 1997.
Equipment sales of $3,453 in the second quarter of 1998 decreased by $4,651,  or
57%, from the equipment sales of $8,104 in the second quarter of 1997. Sales for
the Company's  core product  decreased 6% from $3,655 in 1997 to $3,453 in 1998.
The remaining  decrease in equipment  sales was primarily due to the decrease in
sales of $4,449 for the Company's eXchange phone for which the Company had three
large  contracts  during the second  quarter of 1997.  Sales from the  Company's
service business increased to $1,366, or 1%, for the second quarter of 1998 from
$1,352 for the second quarter of 1997. This increase was primarily due to a $98,
or 9%,  increase  in the  Company's  maintenance  sales  due to an  increase  of
customers  serviced by the  Company,  offset by a $82,  or 36%,  decrease in the
Company's  repair  business,  primarily  due to a lower amount of repairs of the
Company's older ViaX product line.

Gross  profit  margin for the three and six months  ended April 30, 1998 was 26%
and 27%  respectively  as  compared to 37% for both  periods in 1997.  Equipment
gross profit  margin for both the three and six months ended April 30, 1998 were
25% compared to 38% for both  periods in 1997.  The decrease in the gross profit
margin  for  equipment  sales  was  primarily  attributable  to an  increase  in
distributor  sales,  which  historically  generate lower margins,  and increased
competition.  The gross profit  margin for service  sales was 27% for the second
quarter  and 31% for the six months  ended April 30, 1998 as compared to 31% for
both periods in 1997. The decrease was partially  attributable  to a decrease in
repair sales.

Operating expenses for the second quarter of 1998 were $2,479 or $777 lower than
the $3,256  reported for the second quarter of 1997. The decrease  reflects cost
savings from the restructuring of the Company's  operations.  Operating expenses
for the six months ended April 30, 1998 were $6,045, or a $166 decrease from the
same period last year,  including a $1,023 charge  related to the Company's plan
to restructure its operations.  The plan includes  consolidation of office space
in New York and London and the centralization of administrative functions of the
Company's  United  States  service  operation  into its New York  operation.  In
addition,  the Company has reassigned several marketing and administrative staff
to field sales support functions as a further effort to enhance  revenues.  As a
result of this plan,  the Company  reduced the number of its employees  from the
October 31, 1997 level of 186 to 170 at January 31, 1998. Excluding this charge,
operating  expenses decreased by $1,190 for the six months ended April 30, 1998.
This  decrease  was  partially  attributable  to  a  decrease  in  research  and
development  expenses  as  1997  expenses  included  development  of the  second
generation of the Company's eXchange phone. In addition,  operating expenses for
the Company's Licom subsidiary  decreased by $390, which was attributable to the
downsizing  and  relocation  of its  operations  into  the  Company's  corporate
facility.
<PAGE>
The net loss reported in the second quarter ended April 30, 1998 was $1,253,  or
$.23 per  share,  compared  to net income of $207,  or $.04 per  share,  for the
second quarter of 1997. The net loss reported for the six months ended April 30,
1998 was $3,575,  or $.66 per share,  compared to net income of $33, or $.01 per
share,  for the same  period in 1997.  The  second  quarter  loss was  primarily
attributable  to lower gross  margins and a decrease in sales.  The loss for the
six months ended April 30, 1998 includes a $1,023  non-recurring  charge related
to the restructuring  plan. The average shares outstanding for the quarter ended
April 30, 1998 increased to 5,427 versus 5,413 for the same period in 1997.

Financial Condition

The  Company's  aggregate of cash and cash  equivalents  was $1,576 at April 30,
1998, an increase of $1,240 from the October 31, 1997 balance of $336.  Accounts
receivable  decreased $4,626 primarily due to the payment of retainage  balances
on several large  customer  contracts as well as a decrease in sales for the six
months  ended April 30, 1998 as compared to the same period in 1997.  Short-term
debt  decreased  $970 as a result of the  liquidation  of  accounts  receivable.
Inventory  increased  $705 as a result of lower  sales for the six months  ended
April 30, 1998.  Accrued expenses  increased $347 primarily due to the Company's
restructuring accrual of $1,023.

The  Company's  loss for  fiscal  1997 and the  first  six  months of 1998 had a
substantial  impact on its working  capital and  liquidity.  On May 28, 1997 the
Company entered into a Credit  Agreement (the "Credit  Agreement") with National
Bank of Canada, New York Branch (the "Bank"). The Credit Agreement provided a $4
million  credit  facility to the  Company  secured by  substantially  all of the
assets  of the  Company  and  its  domestic  subsidiaries.  As a  result  of the
Company's  results of  operations  for 1997,  the Company  failed to satisfy the
financial  covenants set forth in the Credit  Facility.  The Bank has waived the
Company's  failure to satisfy the  financial  covenants  set forth in the Credit
Agreement  and has amended  those  covenants  for fiscal year 1998.  The amended
financial  covenants were not satisfied for the  three-month  period ended April
30,  1998.  On June 4, 1998 the  National  Bank of Canada  waived the  Company's
failure to satisfy  those  covenants  at April 30, 1998 and has amended them for
fiscal year 1998.  The Company's  operations  are  dependent  upon the continued
availability of funding under the Credit Agreement.  The continued  availability
of funding under the Credit Agreement is dependent,  in turn, upon the Company's
ability to  satisfy  the  amended  financial  covenants  set forth in the Credit
Agreement  which  require  an  improvement  in  the  results  of  the  Company's
operations for the remainder of 1998.

In the second  quarter of 1998,  the Chairman of the Company  waived $100 of the
compensation  accrued to him during the quarter.  The Company has recorded  such
amount as compensation expense and a capital contribution.
<PAGE>
Part II.        OTHER INFORMATION

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

                The 1998 annual meeting of  shareholders of the Company was held
                on May 11, 1998.

                The name of each director  elected at the 1998 annual meeting of
                shareholders,  and the  number  of votes  cast for,  against  or
                withheld as to each such nominee is set forth below:



                          NAME                             FOR          WITHHELD
                          ----                             ---          --------

                      Thomas E. Feil                    4,612,165        171,744
                      Luke P. La Valle, Jr.             4,646,215        137,694
                      Thomas H. Lenagh                  4,645,715        138,194
                      Brian S. North                    4,646,215        137,694
                      A. Eugene Sapp, Jr.               4,646,215        137,694
                      J. Stephen Vanderwoude            4,646,215        137,694



                At the  annual  meeting,  the  shareholders  voted to ratify the
                retention of Deloitte & Touche LLP as  independent  auditors for
                the 1998 fiscal year.  The number of votes cast for,  against or
                abstaining  with  respect to the  retention of Deloitte & Touche
                LLP were:

                         FOR             AGAINST          ABSTAIN
                         ---             -------          -------

                      4,459,990          197,900          126,019


                 At the annual  meeting,  the  shareholders  voted to approve an
                    amendment  to  the   Company's   Restated   Certificate   of
                    Incorporation  to effect the reverse stock split. The number
                    of votes cast for, against or abstaining with respect to the
                    Amendment were:

                         FOR             AGAINST          ABSTAIN
                         ---             -------          -------

                      3,270,087        1,507,742            6,080


Item 5.         Other Information

                The NASDAQ Stock  Market,  Inc.  delisted the  Company's  common
stock from the NASDAQ  National  Market  effective with the close of business on
May 20, 1998. In  connection  with that action,  the NASDAQ Stock  Market,  Inc.
determined  that the  Company  would be unable to  sustain  compliance  with the
requirements  for continued  listing on the NASDAQ SmallCap Market over the long
term. As a result of NASDAQ's  determination,  the Company elected not to effect
the reverse stock split approved by the Company's shareholders.
<PAGE>
V BAND CORPORATION


SIGNATURES

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.



                                          V BAND CORPORATION
                                               (Registrant)



Date:  June 12, 1998
                                          /s/ Thomas E. Feil
                                          ------------------
                                          Thomas E. Feil
                                          Chairman & Chief Executive Officer
                                          (Duly Authorized Officer)



Date:  June 12, 1998
                                          /s/ Robert O. Riiska
                                          --------------------
                                          Robert O. Riiska
                                          Chief Financial Officer