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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

 Annual Report Under Section 13 OR 15 (d) of the Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 1999

                        Commission File Number 2-96271-B

                            CAS MEDICAL SYSTEMS, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                     06-1123096
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(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

              44 East Industrial Road, Branford, Connecticut 06405
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               (Address of principal executive offices) (Zip code)

                                 (203) 488-6056
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                (Issuer's telephone number, including area code)

       Securities registered under Section 12(b) of the Exchange Act: None
       Securities registered under Section 12(g) of the Exchange Act:

                               Title of Each Class
                               -------------------
                          Common Stock, $.004 par value

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X]

The Registrant's revenues for the fiscal year ended December 31, 1999 were
$8,511,230.

The aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 22, 2000 was based upon the last sale price of such stock
on that date on the over-the-counter market, commonly referred to as the "pink
sheets", was $4,054,736. The number of shares of the Registrant's Common Stock
outstanding as of March 22, 2000 was 9,457,577.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held on June 14, 2000 are incorporated by reference in Part
III of this Report. Except as expressly incorporated by reference, the
Registrant's Proxy Statement shall not be deemed to be part of this Form 10-KSB.
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                                   SIGNATURES
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In accordance with Section 13 or 15(d) 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.


                            CAS MEDICAL SYSTEMS, INC.
                                  (Registrant)



/s/ Louis P. Scheps                                  Date:  May 19, 2000
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By:  Louis P. Scheps
     (President, Chief Executive Officer and
     Chief Financial Officer)


In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.




/s/ Myron L. Cohen                                   Date:  May 19, 2000
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Myron L. Cohen, Director



/s/ Lawrence Burstein                                Date:  May 19, 2000
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Lawrence Burstein, Director



/s/ Jerome Baron                                     Date:  May 19, 2000
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Jerome Baron, Director



/s/ Saul Milles                                      Date:  May 19, 2000
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Saul Milles, Director



/s/ Louis P. Scheps                                  Date:  May 19, 2000
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Louis P. Scheps, Director