SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 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 November 30, 1998

                                  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 November 30, 1998 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 six months ended November 30,
1998 and 1997.


NOVACON CORPORATION

INDEX TO FINANCIAL STATEMENTS

For the Six Months Ended November 30, 1998 and 1997
(Unaudited)




Balance Sheet                                                     1




Statement of Operations                                            2




Statement of Cash Flows                                            3




Selected Information                                               4








NOVACON CORPORATION

BALANCE SHEET

November 30, 1998 and 1997
(unaudited)

Assets                                    1998        1997
Current Assets

Cash                                    12,128      20,939
Accounts Receivable                     16,305       7,920
Inventories                             90,204      88,053
Other Current Assets                     1,800       _____

Total Current Assets                   120,437     116,912


Property & Equipment                    10,853       9,612
Total Assets                           131,290     126,525

Liabilities & Shareholders Equity
Current Liabilities

Accounts Payable                        47,249     57,994
Accrued Compensation & Payroll Taxes   172,711    140,241
Total Current Liabilities              219,960    198,235

Long-Term Liabilities

      Notes Payable                     46,631     32,200
      Total Long-Term Liabilities       46,631     32,200

       Total Liabilities               266,591    230,435

Shareholders' Equity (Deficit)

Common Shares $.01 par value;
15,000,000 shares authorized;
14,650,000 shares issued,
and outstanding                        107,229     107,229
Paid-in Capital                      8,509,434   8,509,434
Retained Earnings                   (8,792,005) (8,662,814)
Net Income                             (40,040)    (57,758)

Total Shareholders' Equity (Def)      (135,301)   (103,909)

Total Liabilities &
Shareholders' Equity                   131,290     126,525
(Deficit)



NOVACON CORPORATION

STATEMENT OF OPERATIONS

For the Three Months and Six Months Ended November 30, 1998 and 1997
(Unaudited)

                              For the Three                For the Six
                            Months Ended Nov 30        Months Ended Nov 30
                           1997            1998        1997           1998
Net Sales                 6,784          32,513      23,932         46,037
Cost of goods sold        8,301          20,086      15,716         11,176*
Gross Profit             (1,517)         12,427       8,217         34,861


General & admin
expenses                 40,238          34,642      70,112         74,901

Loss from operations    (41,755)        (22,215)    (61,895)       (40,040)

Misc Income               4,102                       4,137

Net income (loss)       (37,653)        (22,215)    (57,758)       (40,040)

Per share data:


Income (loss) per share:   0               0           0              0

Income (loss) before
extra item                 0               0           0              0

Extraordinary item         0               0           0              0

Net income (loss)
per share                0.00             0.00        0.00           0.00






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





NOVACON CORPORATION

 STATEMENT OF CASH FLOWS

For the Six Months Ended November 30, 1998 and 1997
(Unaudited)

                                            1997          1998
Cash flows from operating activities:
  Net Income (Loss)	                      (57,758)      (40,040)
  Adjustments to reconcile net income to net


  cash used in operating activities:


     Extraordinary item                          0              0
     Depreciation
Increase (decrease) in assets:                   0              0
     Accounts receivable                       47,035        (3,330)
     Inventory                                (12,569)        1,449
     Other current assets                        0              0
  Increase (decrease) in liabilities:

     Accounts payable                          25,916         7,661
     Accrued liabilities                       32,985        48,949
          Total Adjustments                    93,367        54,729
Net cash used in operations                    35,609        14,689


Cash flows from investing activities:


  Purchase of property & equipment              (240)          0
  Payments received on contract receivable        0            0
Net cash provided by investing activities       (240)          0


Cash flows from financing activities:


Net issuance (repayment) of
notes payable-related parties                 (15,000)     (3,081)
Net cash provided by financing activities     (15,000)     (3,081)

Increase in cash                               20,369      11,417
Cash - beginning of period                       (571)       (711)
Cash - end of period                           20,939      12,127





NOVACON CORPORATION

NOTES TO FINANCIAL STATEMENTS

For the Six Months Ended November 30, 1998
(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, 1998.  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 six
months ended November 30, 1998 are not necessarily indicative of the results
that may be expected for the year ending May 31, 1999.

Inventories
Inventories consist of:     November 30, 1997           November 30, 1998
Raw Materials                  $37,900                       $23,970
Finished Goods                 $50,153                       $66,234
                               $88,053                       $90,204

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.

Sales for the three month periods ended November 30, 1998 and 1997 were
$32,513 and $6,784, respectively, reflecting the continued U.S. clinical
evaluation of the Company's dibTM Drug Infusion Balloon.  Sales for the six
month periods ended November 30, 1998 and 1997 were $46,037 and $23,932,
respectively.  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 $22,215 and $37,653, respectively, for the three month
periods ended November 30, 1998 and 1997.  The net loss for the six month
periods ended November 30, 1998 and 1997 was $40,040 and $57,758,
respectively.  Net operating losses for these periods were associated with
sales revenue only and no extraordinary items.

Operating expenses for the three month periods ended November 30, 1998 and
1997 were $34,642 and $40,238, respectively.  For the six month periods
ended November 30, 1998 and 1997 operating expenses were $74,901 and $70,112,
respectively.

Cost of goods sold during the three month periods ended November 30, 1998 and
1997 were $20,086 and $8,301, respectively, representing 62% and 122% of sales,
respectively.  For the six month periods ended November 30, 1998 and 1997,
cost of goods sold was $11,176 and $15,716, respectively, representing 24%
and 66% of sales, respectively.  A credit for returned components valued at
$13,986 was recognized during the six months ended November 30, 1998.

For the three and six month periods ended November 30, 1998 and 1997, 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 deteriorated during fiscal 1998.  The Company had
a working capital deficit of $159,716 as of May 31, 1998, compared to a
working capital deficit on May 31, 1997 of $55,524.  However, at November 30,
1998 the Company had a working capital deficit of $99,523.


During the six months ended November 30, 1998 the Company had 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 $8,792,005 as of November 30, 1998 and has
incurred annual operating losses for the past five years.  If the Company does
not achieve an operating profit during 1999, 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, 1998, 1997 and 1996 in the amounts of
approximately  $102,712, $132,526 and $95,229, 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 $8,792,005 as of November 30, 1998.   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 November 30, 1998,
Novacon had a working capital deficit of approximately $(99,523).  At that
date, the company's liabilities were approximately $266,591 and exceeded its
assets of approximately $131,290, yielding a shareholders' deficit of
approximately $135,301.  Approximately $172,711 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 1999.
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
NONE

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