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


                                  FORM 10-KSB/A
                                 Amendment No. 1


Annual Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 2001

                        Commission File Number 2-96271-B

                            CAS MEDICAL SYSTEMS, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

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

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

                                 (203) 488-6056
                                 --------------
                (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:

                          Common Stock, $.004 par value
                                (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the 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, 2001 were
$14,817,187.

The aggregate market value of common equity held by non-affiliates of the
Registrant as of February 27, 2002 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 $5,979,948. The number of shares of the Registrant's Common
Stock outstanding as of February 27, 2002 was 9,645,077.

Transitional Small Business Disclosure format (check one):  Yes [ ] No [X]


                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held on June 12, 2002 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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ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------
     Reference is made to the section entitled "Stock Ownership" in the
Registrant's definitive proxy statement to be mailed to shareholders on or about
April 19, 2002, and to be filed with the Securities Exchange Commission.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
     The Company and Louis P. Scheps have entered into an employment agreement
pursuant to which Mr. Scheps serves as President and Chief Executive Officer of
the Company. As of September 1, 2000, the employment agreement was amended (as
amended, the "Employment Agreement") to extend its term through August 31, 2002
and provide for a base salary of $215,000 per year. The Employment Agreement
also provides that if a "Change of Control" (as defined below) occurs, and upon
such Change of Control occurring, the Employment Agreement is not extended for a
period of at least one year following the stated termination date of the
Employment Agreement, then Mr. Scheps shall be paid a lump sum of $250,000 on
such stated termination date. "Change of Control" is defined in the Employment
Agreement to mean (i) a sale of all or substantially all of the Company's
assets, (ii) a merger involving the Company in which the Company is not the
survivor and the Company's stockholders prior to the merger control less than
fifty percent of the voting stock of the surviving entity, (iii) a sale by the
Company's stockholders to an acquirer or acquirers acting in concert of more
than a majority of the then outstanding stock of the Company owned by the
Company's stockholders, or (iv) any event similar to any of the foregoing. In
connection with the amendment of the Employment Agreement, Mr. Scheps was
granted a warrant to purchase 100,000 shares of the Company common stock at an
exercise price of $1.00 per share. This warrant is exercisable solely in the
event of a Change of Control.



ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K
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         (A)  3.1    (a)  Certificate of Incorporation of Registrant*

                     (b)  By-Laws of Registrant*

              23.1   Consent of Independent Public Accountants

              99.1   Letter to Commission Pursuant to Temporary Note 3T


* Incorporated by reference from the Exhibits filed in the Registrant's
Registration Statement, dated April 15, 1985, filed with the Securities and
Exchange Commission.

         (B)  Reports on  Form 8-K

              None filed during the fourth quarter of 2001.

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     The (benefit from) provision for taxes consisted of the following at
December 31:

                                       2001           2000           1999
                                   ------------   ------------   ------------
     Current:
       Federal                     $    (48,000)  $    377,000   $    286,000
       State                              5,000         60,000         83,000
                                   ------------   ------------   ------------
         Total                          (43,000)       437,000        369,000
                                   ------------   ------------   ------------

     Deferred:
       Federal                            3,000        (20,000)       (33,000)
       State                              1,000         (3,000)       (10,000)
                                   ------------   ------------   ------------
         Total                            4,000        (23,000)       (43,000)
                                   ------------   ------------   ------------
         (Benefit from) provision
           for income taxes        $    (39,000)  $    414,000   $    326,000
                                   ============   ============   ============

        During 1999 and 2000, the effective tax rate differed from the federal
        statutory rate of 34% in each year principally due to state income
        taxes. During the year ended December 31, 2001, the effective tax rate
        of (6%) differed from the federal statutory rate of 34% due to permanent
        income tax benefits on foreign sales (16%) and the reversal of income
        tax reserves no longer required (24%).

        The components of the Company's deferred tax assets at December 31 are
        approximately as follows:

                                       2001           2000
                                   ------------   ------------
           Inventories             $     60,000   $     66,000
           Warranty reserve              21,000         11,000
           Bad debt reserve              19,500         23,000
           Other                         56,000         60,500
                                   ------------   ------------
                                   $    156,500   $    160,500
                                   ============   ============

(10)    OPERATING LEASES

        The Company began leasing additional facilities and equipment in
        December 2000 to support its 2000 product line acquisition. Lease
        payments of approximately $5,000 are due monthly through 2002.

(11)    GRANT AWARD

        In September 2000, the Company was awarded a Phase II grant by the
        National Institute of Neurological Disorders and Stroke of the National
        Institutes of Health under its Small Business Innovative Research
        Program. This grant, expected to be between $800,000 and $1,000,000,
        will be used to continue development of a new technology that can
        non-invasively measure the brain oxygenation level of a neonatal
        patient. In accordance with the terms of the grant, the Company will be
        reimbursed for qualifying expenditures under the agreement. Funding
        provided to the Company is recorded as a reduction of the related
        research expenses. During the year ended December 31, 2001,
        approximately $242,100 of costs were reimbursable under the grant.


(12)    COMMITMENTS AND CONTINGENCIES
        The Company is committed under an employment agreement with one officer
        for payments aggregating approximately $215,000 per year which expire on
        August 31, 2002.


                                      F-13
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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 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:  March 27, 2002
-----------------------------------
By:  Louis P. Scheps
     (President, Chief Executive Officer
      and Chief Financial Officer)


























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