SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549



                               FORM 10-QSB



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

                  For the quarterly period ended August 31, 1999
                                   Or
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                      Commission File Number 0-13187


                             NOVACON CORPORATION
            (exact name of Registrant as specified in its charter)

             Delaware	                             13-3074570
      (state of incorporation)	           (IRS Employer ID Number)

                             5451 Hilltop Avenue
                             Lake Elmo, MN 55042
                     (address of principal executive offices)

                               (651) 704-9160
            (Registrant's telephone number, including area code)

The number of shares outstanding of the Registrant's Common Stock, par value
$.0l, as of August 31, 1999 was 10,722,904 shares.

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




PART I.  FINANCIAL INFORMATION



Item 1.  Financial Statements:  Following are the financial statements
(unaudited) of Novacon Corporation for the three months ended August 31,
1999 and 1998.


NOVACON CORPORATION

INDEX TO FINANCIAL STATEMENTS

For the Nine Months Ended August 31, 1999 and 1998
(Unaudited)







Balance Sheet                                                   1




Statement of Operations                                          2




Statement of Cash Flows                                          3




Notes to Financial Statements (unaudited)                        4







NOVACON CORPORATION

BALANCE SHEET

August 31, 1999 and 1998
(unaudited)
Assets
                                             1999       1998
Current Assets

Cash                                         2,412       706
Accounts Receivable                            800    15,408
Inventories                                 92,887   109,935
Prepaid Inventory                           19,248
Other Current Assets                         3,040

Total Current Assets                        118,387  126,049


Property & Equipment                         10,895   10,828

Total Assets                                129,282   136,877

Liabilities & Shareholders Equity


Current Liabilities

Accounts Payable                              17,902   53,637
Accrued Compensation & Payroll Taxes         302,711  172,711
Total Current Liabilities                    320,613  226,348
Long-Term Liabilities

      Notes Payable                           98,341   49,631
      Total Long-Term Liabilities             98,341   49,631

       Total Liabilities                     418,954  275,979

Shareholders' Equity (Deficit)

Common Shares $.01 par value;
15,000,000 shares authorized;
10,722,904 shares issued,
and outstanding
Common stock                               107,229       07,229
Paid-in Capital                           8,509,434   8,509,434
Retained Earnings                        (8,866,092) (8,765,526)
Net Income                                  (34,618)      6,159

Total Shareholders' Equity (Deficit)       (278,526)   (137,103)

Total Liabilities & Shareholders' Equity     140,428    136,877
(Deficit)






NOVACON CORPORATION

STATEMENT OF OPERATIONS

For the Three Months Ended August 31, 1999 and 1998
(Unaudited)

                                        For the Three
                                        Months Ended
                                     1999          1998

Net Sales                       $   29,140        13,524

Cost of goods sold                   9,997        (8,910)*

Gross Profit                        19,143        22,435

General & admin expenses            58,263        16,276

Loss from operations               (34,619)        6,159

Net income (loss)                  (39,119)        6,159

Per share data:


Income (loss) per share:              0              0

Income (loss) before extra item       0              0

Extraordinary item                    0              0

Net income (loss) per share        0.00           0.00


Weighted average number of
shares outstanding              10,722,904     10,722,904






NOVACON CORPORATION

STATEMENT OF CASH FLOWS

For the Three Months Ended August 31, 1999 and 1998
(Unaudited)

                                                   1999        1998
Cash flows from operating activities:
  Net Income (Loss)	                        (96,279)      6,159
  Adjustments to reconcile net income to net

  cash used in operating activities:


     Extraordinary item                             0            0

     Depreciation
Increase (decrease) in assets:

     Accounts receivable                          3,650       (1,608)
     Inventory                                   (4,518)     (18,281)
     Other current assets                            0            0

  Increase (decrease) in liabilities:


     Accounts payable                              (439)        3,008
     Accrued liabilities                        (18,963)        2,060
          Total Adjustments                     (20,270)      (14,820)
Net cash used in operations                    (116,549)       (8,661)



Cash flows from investing activities:


  Purchase of property & equipment                 (462)           -
  Payments received on contract receivable      187,735            -
Net cash provided by investing activities       187,273            0


Cash flows from financing activities:


Net issuance (repayment) of notes
payable-related parties                         (93,410)         7,931
Net cash provided by financing activities       (93,410)         7,931

Increase in cash                                (22,686)           730
Cash - beginning of period                      (45,588)           518
Cash - end of period                             21,152              6



NOVACON CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the Three Months Ended August 31, 1999
(unaudited)


Basis of Presentation
The accompanying unaudited financial statements have been prepared by Novacon
Corporation ("Novacon" or the "Company") pursuant to the rules and regulations
of the Securities Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.  Although management believes the
disclosures are adequate to avoid misleading information, it is suggested that
these interim financial statements be read in conjunction with the Company's
most recent Form 10-KSB and notes thereto for the period ended May 31, 1999.
In the opinion of management, all adjustments necessary for a fair presentation
of the financial position, results of operations, and cash flows for this
interim period have been made.  Operating results for the three months ended
August 31, 1999 are not necessarily indicative of the results that may be
expected for the year ending May 31, 2000.

Inventories
Inventories consist of:            August 31, 1999         August 31, 1998
Raw Materials                      $ 56,312                $23,971
Finished Goods                     $ 55,824                $85,964
                                   $112,136                $109,935

Net Loss per Share
The Company's net loss per share amounts have been computed by dividing the
net loss by the weighted average number of outstanding shares of common stock.
The Company has no exercisable stock options outstanding and therefore does
not compute any diluted loss per share.


Item 2.  Management's Discussion and Analysis

Overview
 Novacon Corporation is engaged in the manufacture and distribution of
disposable infusion balloon pumps designed for epidural, intravenous and
subcutaneous drug infusions for acute and chronic pain management,
chemotherapy and other drug regimens.  The Company has a non-exclusive U.S.
manufacturing and marketing agreement with the Japanese developer of the
proprietary technology employed in the design of these medical devices.

During June, 1999 Novacon entered into an exclusive three year Supply
Agreement with Innovasive Devices, Inc. to furnish its elastomeric infusion
pumps for Innovasive Device's post-operative Freedom(tm) Infusion System in
the North, Central and South American markets.  The agreement is annually
renewable after its initial term.  It requires Innovasive Devices to purchase
a minimum of 10,000 infusion pumps in the first contract year, and annually
thereafter an increasing minimum number not less than 110 percent of the
prior year's sales.  Innovasive Devices develops, manufactures and markets
medical devices for orthopedic and sports medicine surgery.

Sales for the three month period ended August 31, 1999 and 1998 were $29,140
and $13,524, respectively, reflecting the continued U.S. clinical evaluation
of the Company's dibTM Drug Infusion Balloon.  The Company is engaged in the
development of an independent distributor network in the United States
marketplace.  Approximately 33% of the U.S. market was under distribution
coverage at the end of this quarter.

The net loss was $34,619 and net income was $6,159, respectively, for the
three month period ended August 31, 1999 and 1998.  Net operating results
for these periods were associated with sales revenue only and no extraordinary
items.

Operating expenses for the three month period ended August 31, 1999 and 1998
were $58,262 and $16,276, respectively.

Cost of goods sold during the three month period ended August 31, 1999 and
1998 were $9,997 and $(8,910), respectively, representing 34% of sales for
the period ended 1999.  A merchandise credit of approximately $13,000 was
taken during the quarter ended August 31, 1998.

For the three month period ended August 31, 1999 and 1998, the Company did not
incur any expenses for research and development.  Any future modification to
the current dibTM design may result in expenditures for research and
development.


Liquidity and Capital Resources
The Company's cash position did not improve during fiscal 1999.  The Company
had a working capital deficit of $260,324 as of May 31, 1999, compared to a
working capital deficit on May 31, 1998 of $159,716.  At August 31, 1999 the
Company had a working capital deficit of $293,683.  As of August 31, 1999 the
Company had $2,412 in cash, compared to $1,282 at May 31, 1999.

During the three months ended August 31, 1999 the Company received $75,000
from a director through an unsecured promissory note.  The Company has no bank
borrowings and no lines of credit with any financial institutions.

Management believes that the Company's current level of cash and cash
equivalents are not sufficient to meet its needs for working capital and capital
expenditures for the next twelve months. The Company's recurring losses,
negative cash flow from operations and net working capital deficiency raise
substantial doubt about its ability to continue as a going concern without
internal restructuring and obtaining additional capital.  The Company has an
accumulated deficit of $8,866,092 as of May 31, 1999 and has incurred annual
operating losses for the past five years.  If the Company does not achieve an
operating profit during 2000, it may be unable to continue in business.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Risk Factors


	Cautionary Factors That May Affect Future Results. Certain statements
contained in this Quarterly Report by Novacon do not relate strictly to
historical or current facts. As such, they are considered "forward-looking
statements" which provide current expectations or forecasts of future events.
Such statements can be identified by the use of terminology such as
"anticipate," "believe," "estimate," "expect," "intend," "may," "could,"
"possible," "plan," "project," "will," "forecast" and similar words or
expressions.  Novacon's forward-looking statements generally relate to its
growth strategies, financial results, product development and regulatory
approval programs, and sales efforts.  One must carefully consider forward-
looking statements and understand that such statements involve a variety of
risks and uncertainties, known and unknown, and may be affected by inaccurate
assumptions.  Consequently, no forward-looking statement can be guaranteed and
actual results may vary materially.  It is not possible to foresee or identify
all factors affecting Novacon's forward-looking statements and investors
therefore should not consider any list of such factors to be an exhaustive
statement of all risks, uncertainties or potentially inaccurate assumptions.
Novacon undertakes no obligation to update any forward-looking statement.

     	Although it is not possible to create a comprehensive list of all
factors that may cause actual results to differ from Novacon's forward-looking
statements, such factors include, among others, (i) trends toward managed care,
healthcare cost containment and other changes in government and private sector
initiatives, in the U.S. and other countries in which Novacon does business,
that are placing increased emphasis on the delivery of more cost-effective
medical therapies; (ii) the trend of consolidation in the medical device
industry as well as among customers of medical device manufacturers, resulting
in more significant, complex and long-term contracts than in the past and
potentially greater pricing pressures; (iii) the difficulties and uncertainties
associated with the lengthy and costly new product development and foreign and
domestic regulatory approval processes, such as delays, difficulties or
failures in achieving acceptable clinical results or obtaining foreign or FDA
marketing clearances, which may result in lost market opportunities or postpone
or preclude product commercialization; (iv) efficacy or safety concerns with
respect to marketed products, whether scientifically justified or not, that may
lead to product recalls, withdrawals or declining sales; (v) changes in
governmental laws, regulations and accounting standards and the enforcement
thereof that may be adverse to Novacon; (vi) increased public interest in recent
years in product liability claims for implanted medical devices; (vii) other
legal factors including environmental concerns and patent disputes with
competitors; (viii) agency or government actions or investigations affecting
the industry in general or Novacon in particular; (ix) the development of new
products or technologies by competitors, technological obsolescence and other
changes in competitive factors; (x) risks associated with maintaining and
expanding international operations; (xi) business acquisitions, dispositions,
discontinuations or restructurings by Novacon; (xii) the integration of
businesses acquired by Novacon; and (xiii) economic factors over which Novacon
has no control, including changes in inflation, foreign currency rates and
interest rates. More detailed discussions of many of these factors are including
in the following sections.


Novacon notes these factors as permitted by the Private Securities Litigation
Reform Act of 1995.

	Substantial, Continuing Operating Losses. Novacon has incurred losses
for the fiscal years ended May 31, 1999, 1998 and 1997 in the amounts of
approximately $100,566, $102,712, and $132,526, respectively, and there is no
assurance that substantial operating losses will not continue indefinitely.
Novacon has incurred an accumulated deficit since its inception of
approximately $8,866,556 as of August 31, 1999.   Consequently, there can be
no assurance that Novacon will achieve profitable operations. In the event
Novacon is unable to eliminate continuing operating losses and acquire
substantial new working capital, Novacon's business operations will cease and
its stockholders will lose their entire investment.

Limited Financial Resources. Novacon has only limited financial resources.
Novacon's continuing business operations are dependent on the acquisition of
substantial new working capital


	Working Capital Deficit. As of the quarter ended August 31, 1999,
Novacon had a working capital deficit of approximately $(191,080).  At that
date, the company's liabilities were approximately $418,954 and exceeded its
assets of approximately $140,428, yielding a shareholders' deficit of
approximately $278,526.  Approximately $302,711 of the company's debt represents
accrued salaries payable to David P. Lang and John D. Lang.  Novacon immediately
requires substantial working capital for which there is no assurance.  In the
event Novacon is unable to acquire substantial new working capital, Novacon's
business operations will cease and its stockholders will lose their entire
investment.

Government Regulation and Other Related Matters. Government and private sector
initiatives to limit the growth of health care costs, including price
regulation and competitive pricing, are continuing in many countries where
Novacon expects to conduct business, including the United States.  These
changes are causing the marketplace to put increased emphasis on the delivery
of more cost-effective medical therapies.  Although Novacon believes it is
well positioned to respond to changes resulting from this worldwide trend
toward cost containment, the uncertainty as to the outcome of any proposed
legislation or changes in the marketplace precludes Novacon from predicting
the impact these changes may have on future operating results.

     	In keeping with the increased emphasis on cost effectiveness in health
care delivery, the current trend among hospitals and other customers of
medical device manufacturers is to consolidate into larger purchasing groups
to enhance purchasing power. The medical device industry has also been
consolidating rapidly, partly in order to offer a broader range of products
to large purchasers.  As a result, transactions with customers are more
significant, more complex and tend to involve more long-term contracts
than in the past.  This enhanced purchasing power may also increase the
pressure on product pricing, although management is unable to estimate the
potential impact at this time.

     	In the United States, the Food and Drug Administration (the "FDA"),
among other governmental agencies, is responsible for regulating the
introduction of new medical devices, including laboratory and manufacturing
practices, labeling and recordkeeping for medical devices, and review of
manufacturers' required reports of adverse experience to identify potential
problems with marketed medical devices.  The FDA can ban certain medical
devices, detain or seize adulterated or misbranded medical devices, order
repair, replacement, or refund of such devices, and require notification of
health professionals and others with regard to medical devices that present
unreasonable risks of substantial harm to the public health. The FDA may also
enjoin and restrain certain violations of the Food, Drug and Cosmetic Act and
the Safe Medical Devices Act pertaining to medical devices, or initiate action
for criminal prosecution of such violations.  Moreover, the FDA administers
certain controls over the export of such devices from the United States.  All
of the medical devices that Novacon markets, or expects to market are in a
category for which the FDA has implemented stringent clinical investigation
and pre-market clearance requirements.  Any delay or acceleration experienced
by Novacon in obtaining regulatory approvals to conduct clinical trials or in
obtaining required market clearances may affect Novacon's operations or the
market's expectations for the timing of such events and, consequently, the
market price for Novacon's common stock.

     	Medical device laws are also in effect in many of the countries in
which Novacon will do business outside the United States. These range from
comprehensive device approval requirements for some or all of Novacon's
medical device products to requests for product data or certifications.  The
number and scope of these requirements are increasing.

In the early 1990's the review time by the FDA to clear medical devices for
commercial release lengthened and the number of clearances, both of 510(k)
submissions and pre-market approval applications ("PMA's"), decreased.  In
response to public and congressional concern, the FDA Modernization Act of
1997 was adopted with the intent of bringing better definition to the
clearance process.  Although it is expected that the 1997 Act will result
in improved cycle times for product clearance, there can be no assurance
that the FDA review process will not involve delays or that clearances will
be granted on a timely basis.

     	Novacon is also subject to various environmental laws and regulations
both within and outside the United States. The operations of the company,
like those of other medical device companies, involve the use of substances
regulated under environmental laws, primarily in manufacturing and
sterilization processes. While it is difficult to quantify the potential
impact of compliance with environmental protection laws, management believes
that such compliance will not have a material impact on the company's
financial position, results of operations or liquidity.

	Competition and Industry.  Novacon sells therapeutic medical devices
in the United States and expects to sell around the world.  In the product
lines in which Novacon competes, the company faces a mixture of competitors
ranging from large multi-national industrial manufacturers to national or
regional manufacturers that offer a limited selection of products.  In
addition, the company faces competition from providers of alternative medical
therapies such as pharmaceutical companies. Important factors to Novacon's
customers will include product reliability and performance, product
technology that provides for improved patient benefits, product price, and
breadth of product lines and related product services provided by the
manufacturer.  Major shifts in industry market share have occurred in
connection with product problems, physician advisories and safety alerts,
reflecting the importance and risks of product quality in the medical device
industry.

Market complexity continues to intensify in the medical device industry.
Factors such as buyer groups, government reimbursement systems for health care
costs, relative patent portfolios, government regulation (including the
regulatory approval process for medical devices), a more rigorous enforcement
climate at the FDA, health care reform, product liability litigation and the
rapid rate of technological change are increasingly important considerations
for existing medical device manufacturers and any potential entrants to the
industry such as Novacon.

	Litigation. The medical device industry has been characterized by
extensive litigation regarding patents and other intellectual property rights,
and companies in the medical device industry have employed intellectual
property litigation to gain a competitive advantage.  There can be no assurance
that Novacon will not become subject to patent infringement claims or
litigation or interference proceedings declared by the United States Patent
and Trademark Office ("USPTO") to determine the priority of inventions. The
defense and prosecution of intellectual property suits, USPTO interference
proceedings and related legal and administrative proceedings are both costly
and time-consuming.


	Uncertainty of United States Market Acceptance of MicroVal and Fii
Products. There can be no assurance that any of the MicroVal and Fii medical
device products will gain any significant United States market acceptance
among physicians, surgeons and health care payors, even if required FDA
regulatory approvals are obtained.  Novacon believes that ultimately achieving
market acceptance of such products will depend heavily on the results of
clinical trials and the company's ability to demonstrate, through such trials,
a significant improvement in patient health using these medical devices. There
can be no assurance that such clinical trials will achieve such results.

Company Medical Device Products May Be Dependent On Third-Party Payor Approvals.
United States health care providers, including hospitals and physicians, that
purchase medical devices generally rely on third party payors, principally
federal Medicare, state Medicaid and private health care insurance plans, to
reimburse all or part of the costs and fees associated with the procedures
performed using these devices.  Novacon's success will depend upon, among other
things, the ability of health care providers to obtain satisfactory
reimbursement from third party payors for medical procedures in which the
company's medical device products are used.  Third party payors may deny
reimbursement if they determine that a prescribed device has not received
appropriate regulatory clearances or approvals, is not used in accordance with
cost-effective treatment methods as determined by the payor, or is experimental,
unnecessary or inappropriate.  If FDA clearance or approval were received,
third party reimbursement would also depend upon decisions by the United States
Health Care Financing Administration for Medicare, as well as individual health
maintenance organizations, private insurers and other payors.  Reimbursements
in international markets vary significantly by country and by region within
some countries, and reimbursement approvals may be obtained on a country-by-
country basis.  Many international markets have government managed health care
systems that control reimbursement for new devices and procedures.  In most
markets, there are private insurance systems as well as government managed
systems.  There can be no assurance that reimbursement for Novacon's product
lines will be available or, if available, that such reimbursement will be
available in sufficient amounts in the United States or international markets
under either government or private reimbursement systems, or that physicians
will support and advocate reimbursement for procedures using the company's
product lines.  Failure by hospitals and physicians and other users of
Novacon's product lines to obtain reimbursement from third party payors or
changes in government and private party payor policies toward reimbursement
for procedures employing Novacon's product lines would have a material adverse
effect on the Company's business, financial condition and results of
operations. Moreover, Novacon is unable to predict what additional legislation
or regulation, if any, relating to the health care industry or third party
coverage and reimbursement may be enacted in the future, or what effect such
legislation or regulation would have on the Company.

	Novacon expects to purchase all of its sole and limited source medical
device products pursuant to purchase orders placed from time to time and may
have no guaranteed supply arrangements.  The inability to obtain sufficient
medical device products, to obtain or develop alternative sources of supply
at competitive prices and quality, or to avoid manufacturing delays could
prevent Novacon from selling sufficient quantities of its medical device
products to satisfy market demand, result in delays in product shipments,
increase Novacon's products costs or cause an imbalance in the inventory
level of certain products. Any or all of these problems could in turn result
in the loss of customers, provide an opportunity for competing products to
achieve greater market acceptance and otherwise adversely affect Novacon's
business and financial results.


	Dependence on Non-Binding Strategic Marketing Alliances; Need to
Establish Alliances. Novacon's business strategy depends in significant part
on establishing successful strategic alliances with a variety of key companies
within the medical device distribution industry.  Among the types of alliances
contemplated by Novacon's business strategy are supply arrangements with
surgeons and physicians, healthcare institutions, health care maintenance
organizations, and third-party reimbursement firms.  Novacon expects to
commence negotiating strategic alliances of this nature in the immediate
future.  However, there is no assurance that such relationships will be
achieved, or if achieved that they produce the benefits anticipated by Novacon.
Moreover, Novacon believes that establishing strategic alliances is critical
to the success of its business, and there is no assurance that it will be
successful in doing so.  In addition, Novacon expects most of its strategic
alliances will not be covered by binding contracts, contain no minimum
purchase commitments and may be subject to unilateral termination by such
strategic partners, and there is no assurance as to the future success or
significance of such alliances, if any. Also, some strategic alliances may
require Novacon to share control over its marketing programs
In order to support increased levels of sales in the future and to augment
its long-term competitive position, Novacon anticipates that it will be
required to make significant expenditures in sales and marketing.

Risks Associated with International Sales. International sales will account
for a substantial portion of Novacon's revenues in the foreseeable future. A
number of risks are inherent in international transactions. International
sales may be limited or disrupted by the imposition of government controls,
export license requirements, economic or political instability, trade
restrictions, changes in tariffs or difficulties in staffing and management.
Additionally, fluctuations in currency exchange rates as well as increases
in duty rates may adversely affect Novacon's business, financial condition
and results of operations and difficulties in obtaining export licenses.
The financial condition, expertise and performance of Novacon's future
international sub-distributors could affect sales of its product lines
internationally and could have a material adverse effect on Novacon's
business, financial condition and results of operations.  The proposed
international nature of Novacon's business also subjects it and its
representatives, agents and sub-distributors to laws and regulations of
international jurisdictions in which they operate or in which Novacon's
product lines may be sold.  The regulation of medical devices in a number
of such jurisdictions, particularly in the European Union, continues to
develop, and there can be no assurance that new laws or regulations will
not have an adverse effect on Novacon's business, financial condition and
results of operations.  Foreign regulatory agencies often establish product
standards different from the United States and any inability to obtain
foreign regulatory approvals on timely basis could have a material adverse
effect on the company's international business and its financial condition
and results of operations.

 	Risks Associated with Growth of Business; Scale-up Risks. If Novacon's
line of medical products achieve commercial success, the growth of Novacon's
business, including its internal operations, will place significant demands
on the systems and management of the company.  Such business growth will
result in additional personnel needs and an increased level of responsibility
for management personnel.  To manage its growth effectively, Novacon will be
required to continue to expand and improve its internal operations and systems
(including logistics, management information systems, accounting systems and
sales and marketing) and to expand and manage its employee base.  Novacon will
have to add key managers, and there is no assurance as to the rate at which
such managers will be effectively assimilated into its business or operate
effectively as a management team.  Novacon will also be required to
effectively expand and manage the independent contractors that it may have
to use to distribute its medical device products in the future.  Novacon's
inability to manage growth effectively could have a material adverse effect
on its operating results.

	Certain Marketing and Sales Risks. Novacon may make arrangements with
its customers who will generally allow their customers, in the event of a
price decrease, credit equal to the difference between the price originally
paid for products and the new decreased price on products in the customers'
inventories on the date of the price decrease.  When a price decrease is
anticipated, Novacon will be required to establish reserves for amounts
estimated to be reimbursed to qualifying customers.  There can be no
assurance that these reserves will be sufficient or that any future returns
or price protection charges will not have a material adverse effect on
Novacon's results of operations, particularly because future results will be
heavily dependent on recently introduced products for which Novacon has little
or no operating history.  In addition, customers generally will have the right
to return excess inventory within specified time periods.  Any build-up of
inventory at Novacon or in its distribution channels that does not sell through
to end-users could have a material adverse effect on its operating results and
financial condition.

	Novacon from time to time may experience product defects and product
returns.  There can be no assurance that Novacon will not experience quality
or reliability problems in the future that have an adverse effect on its
business or financial results.

	Novacon expects to market its products through product distributors.
Novacon will grant credit to its customers, and a substantial portion of
outstanding accounts receivable will be due from time to time from
distributors. If any one or a group of these customers' receivable balances
should be deemed uncollectible, it would have a material adverse effect on
Novacon's results of operations and financial condition.

	Product Liability Claims. Novacon operates in an industry susceptible
to significant product liability claims. In recent years, there has been an
increased public interest in product liability claims for implanted medical
devices. These claims may be brought by individuals seeking relief for
themselves or, increasingly, by groups seeking to represent a class. Product
liability claims may be asserted against the company in the future relative
to events not known to management at the present time. Novacon presently
maintains no product liability insurance and there is no assurance that it
will be able to acquire product liability insurance with adequate coverage
terms, if at all. Consequently, any claims that may be asserted against
Novacon would have a material adverse effect on the company.

	Dividends Not Likely. Novacon has not paid any dividends on its capital
stock since its incorporation and does not intend to pay any cash dividends
in the foreseeable future.

 	Dependence On Key Executive Management. Novacon's success will depend
in large part upon the services of David P. Lang and other key employees.
The loss of the services of one or more key executives, and particularly
Mr. Lang, could have a material adverse effect on Novacon.  Novacon's success
will also depend in significant part upon its ability to attract and retain
highly skilled management, marketing and other personnel.  Competition for
such personnel in the medical device industry is intense, and the company
expects difficulty in finding sufficient numbers of qualified professional
and marketing personnel. There can be no assurance that Novacon will be
successful in attracting and retaining the quantity and quality of personnel
that it needs.

	Novacon does not presently maintain key-man life insurance on its
principal executives; however, it intends to secure such insurance during
2000. However, there is no assurance that the proceeds from such insurance,
if any, would be adequate to identify and employ a successor and to compensate
Novacon for the loss of such key executive.

		Suspension Of Trading of Company Common Stock. Novacon suspended
filing its periodic reports required under the Securities Exchange Act of
1934, as amended, since 1996 primarily because of its lack of financial
resources.  The SEC may initiate investigation or commence enforcement
proceedings against the company and its management for violation of the
periodic reporting requirements. Any such action undertaken by the SEC could
result in the imposition of fines or suspension of trading of the company's
Common Stock.

	Limited Public Trading Market And No Assurance Of Ability To Resell
Company Common Stock. There is no assurance that any public market for the
company's Common Stock will not be volatile.  There have been periods of
extreme fluctuation in the stock markets that, in many cases, were unrelated
to the operating performance of, or announcements concerning, the issuers of
the affected securities.  Securities of issuers having relatively limited
capitalization or securities recently offered in a public offering or being
publicly traded are particularly susceptible to change based on short-term
trading strategies of certain investors.  Accordingly, there can be no
assurance that stockholders will be able to resell the shares of company
Common Stock at any price.

	Although Novacon's Common Stock is eligible for public trading, it may
be relevant for company stockholders that Novacon's Common Stock be eligible
for inclusion on the NASDAQ Small-Cap Market(r).  Under the current adopted
rules of the National Association of Securities Dealers, Inc. ("NASD"), in
order to qualify for initial quotation of securities on NASDAQ, a company,
among other things, must have at least $4,000,000 in total assets, 1,000,000
shares in the public float, $5,000,000 in market value of public float and a
minimum bid of $4.00 per share.  For continued listing, a company, among other
things, must have $2,000,000 in total assets, 500,000 shares in the public
float, $1,000,000 in market value of public float and a minimum bid price of
$1.00 per share.

	Generally, holders of securities not eligible for NASDAQ Small-Cap
Market(r) inclusion may have difficulty in selling their securities should
they desire to do so.  In such event, due to the low price of the securities,
many brokerage firms will not effect transactions in such securities and it
is unlikely that any bank or financial institution will accept such securities
as collateral, which would have an adverse effect in developing or sustaining
any market for such securities.

	The SEC has adopted regulations which generally define "penny stock"
to be any equity security that has a market price (as defined) less than $5.00
per share or an exercise price less than $5.00 per share, subject to certain
exceptions.  During periods when Novacon's Common Stock does not qualify for
inclusion on the NASDAQ Small-Cap Market or is removed therefrom, the Common
Stock may become subject to rules that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with assets
in excess of $1,000,000 or annual income exceeding $200,000, or $300,000
together with their spouse).  For transactions covered by these rules, the
broker dealer must make a special suitability determination for the purchase
of such securities and have received the purchaser's written consent to the
transaction prior to the purchase.  Additionally, for any transaction involving
a penny stock, unless exempt, the rules require the delivery, prior to the
transaction, of a disclosure schedule prepared by the SEC relating to the penny
stock market. The broker-dealer also must disclose the commissions payable to
both the broker dealer and the registered representative, current quotations
for the securities and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, monthly statements must be sent disclosing recent
price information for the penny stock held in the account and information on
the limited market in penny stocks.  Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell Novacon's securities and may
affect the ability of company stockholders to sell such securities in the
secondary market.

	Recently, the SEC has proposed regulations which, if adopted, will impose
additional sales practice requirements on broker-dealers who sell securities
whose issuers are not subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended.  For transactions covered by
these proposed rules, the broker dealer must undertake special actions with
respect to the market of such stocks.  Consequently, these proposed rules may
restrict the ability of broker-dealers to sell Novacon's securities and may
affect the ability of purchasers to sell their shares in the secondary market.

	Year 2000. Novacon is aware of the issues that many computer systems
will face as the Year 2000 approaches.  Novacon, however, believes that its
internal software and hardware will be Year 2000 compliant.  Novacon believes
that any Year 2000 problems encountered by procurement agencies, hospitals
and other customers and vendors are not likely to have a material adverse
effect on its operations.  There can be no assurance, however, that such
problems will not arise.


PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings
Pending Patent Litigation. On July 23, 1999, Novacon was served with a
complaint filed in the United States District Court, Central District of
California, Santa Ana, California, by I-Flow Corporation alleging various
causes of action for patent interference against Novacon with respect to its
elastomeric infusion pump technology.  Novacon has taken the position that the
California court lacked jurisdiction, elected not to appear, and intends to
commence patent interference litigation against I-Flow Corporation in
Minnesota. During the interim, I-Flow Corporation filed for a default judgment
against Novacon on October 10, 1999, which Novacon believes is unenforceable.
Novacon believes that it has meritorious defenses to the claims asserted by
I-Flow Corporation, including patent infringement by I-Flow Corporation.
Novacon intends to prosecute its claim against I-Flow Corporation and defend
against enforcement of the default judgment.  Novacon believes that such
proceedings would likely have a material adverse effect on its business or
financial condition if it cannot successfully overturn the default judgment
and prosecute its claims against I-Flow Corporation.  As of August 31, 1999
no default judgment has been issued against Novacon.


Item 2.  Changes in Securities and Use of Proceeds
            NONE

Item 3.  Defaults Upon Senior Securities
            Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders
            NONE

Item 5.  Other Information
NONE


Item 6.  Exhibits and Reports on Form 8-K
             NONE







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.



NOVACON CORPORATION



April 4, 2000				     ____________________________
Date						           David P. Lang
              							President & Chairman of the Board
						              	Chief Financial Officer