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

                               FORM 10-KSB
     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934
               For the Fiscal Year Ended December 31, 1996
                     Commission File Number 2-96271-B

                            CAS MEDICAL SYSTEMS, INC.      
              (Name of Small Business Issuer as specified in its charter)
                 Delaware                              06-1123096
    (State or other jurisdiction of     (I.R.S. Employer Identification
No.)
       incorporation or organization)

          21 Business Park Drive
          Branford, Connecticut                           06405
 (Address of principal executive offices)               (Zip code)

      Issuer's telephone number, including area code: (203) 488-6056
      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
                                  Units
                      Common Stock, $.004 par value
                     Preferred Stock $.001 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 aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1996 was based upon the last sale price of
such stock on that date as reported by the NASDAQ SmallCapSM Market was
7,162,996.  The number of shares of the Registrant's common Stock
outstanding as of December 31, 1996 was 9,329,277.

                   DOCUMENTS INCORPORATED BY REFERENCE:
Portions of registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held on June 11, 1997 are incorporated by reference in
Part III of this Report.  Except as expressly incorporated by reference,
registrant's Proxy Statement shall not be deemed to be part of this Form
10-KSB.


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                                 SIGNATURES

Pursuant to the requirements of 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)


March 25, 1997                    Louis P. Scheps
Date                              Louis P. Scheps
                                  President and Chief Executive Officer
                                  and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

March 25, 1997                    Myron L. Cohen
Date                              Myron L. Cohen
                                  Executive Vice President


March 25, 1997                    Lawrence Burstein
Date                              Lawrence Burstein
                                  Director


March 25, 1997                    Jerome Baron
Date                              Jerome Baron
                                  Director


March 25, 1997                    Saul Milles
Date                              Saul Milles
                                  Director