UNITED STATES
                       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 February 28, 1998

                      TRANSITION REPORT PURSUANT TO SECTION 13 OR
                      15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                      Commission File No. 0-7578

                          ELECTRO-CATHETER CORPORATION
             (Exact name of the Registrant as specified in Charter)

             New Jersey                                    22-1733406
            (State of Incorporation)              (I.R.S. Employer ID Number)
                           
            2100 Felver Court, Rahway, New Jersey                      07065 

             Registrant's Telephone No. including       Area Code: 732-382-5600


     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  (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

   Indicate the number of shares outstanding of the issuer's common stock, as of
the latest practical date:

    As of April 6, 1998, the number of shares  outstanding  of the  Registrant's
common stock was 6,390,389 shares, $.10 par value.



<PAGE>









                          ELECTRO-CATHETER CORPORATION

                               TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION
                                                                     PAGE
Item 1.  Financial Statements (Unaudited):


         Condensed Comparative Balance Sheets
              February 28, 1998 and August 31, 1997                    1


         Condensed Comparative Statements of Operations -
              Three and Six Months Ended February 28, 1998
              and February 28, 1997                                    2


         Condensed Comparative Statements of Cash Flows -
              Six Months Ended February 28, 1998 and
              February 28, 1997                                        3

         Notes to Condensed Financial Statements                     4 - 6


Item 2. Management's Discussion and Analysis of  Results of Operations
              and Financial Condition                                7 - 9

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings                                              9

Item 6. Exhibits and Reports on Form 8-K                              10

Signatures                                                            10

Index to Exhibits                                                     11





<PAGE>


<TABLE>

PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
                                                    ELECTRO-CATHETER CORPORATION
                                                CONDENSED COMPARATIVE BALANCE SHEETS
                                                             (Unaudited)

<CAPTION>

                                                                    February 28,                                         August 31,
                                                                          1998                                               1997
<S>                                                 <C>            <C>                           <C>                <C>         
          ASSETS
Current assets:
    Cash and cash equivalents                                      $          -                                     $     98,127
    Accounts receivable, net                                            854,902                                          988,859
    Inventories
       Finished goods                               329,770                                     481,660
       Work-in-process                              845,105                                     490,621
       Materials and supplies                       282,536                                     270,086
                                                    --------                                    ---------
    Total inventories                                                 1,457,411                                        1,242,367
    Prepaid expenses and
     other current assets                                                60,196                                          168,781
                                                                     -----------                                      ----------
Total current assets                                                  2,372,509                                        2,498,134

Property, plant and equipment, net                                      715,251                                          777,663
Other assets, net                                                        93,836                                           97,275
                                                                     -----------                                       ---------
Total assets                                                          3,181,596                                        3,373,072
                                                                      =========                                        =========

          LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
   Current installments of subordinated
     debentures due to T Partnership                                    150,000                                                -
   Current installments of capitalized lease
     obligations                                                         63,672                                           50,734
   Accounts payable and accrued expenses                              1,207,390                                        1,045,406
   Accrued litigation expenses                                          389,354                                          443,820
                                                                      ---------                                          -------
Total current liabilities                                             1,810,416                                        1,539,960

Subordinated debentures due to
   T Partnership, excluding current installments                      1,897,125                                        1,747,125
Capitalized lease obligation, excluding
   current installments                                                 236,603                                          222,277
                                                                      ---------                                        ---------
Total liabilities                                                     3,944,144                                        3,509,362
                                                                      ---------                                        ---------

Stockholders' deficiency:
   Common stock                                                         639,039                                          638,361
   Additional paid-in capital                                        10,683,491                                       10,682,008
   Accumulated deficit                                              (12,085,078)                                     (11,456,659)
                                                                     ----------                                       ----------
   Total stockholders' deficiency                                      (762,548)                                        (136,290)
                                                                   -------------                                        --------
   Total liabilities and stockholders'  deficiency                $   3,181,596                                     $  3,373,072
                                                                      =========                                        =========

See accompanying notes to condensed financial statements.
</TABLE>

                                                                  1

<PAGE>

<TABLE>




                                                    ELECTRO-CATHETER CORPORATION
                                           CONDENSED COMPARATIVE STATEMENTS OF OPERATIONS
                                                             (Unaudited)


<CAPTION>
                                              Three Months Ended                          Six Months Ended
                                     February 28,            February 28,         February 28,           February 28,
                                            1998                    1997                 1998                   1997
                                   -------------         ---------------         -------------       ---------------
<S>                                  <C>                    <C>                   <C>                 <C>       

Net revenues                         $ 1,314,696            $ 1,741,555           $ 2,650,009            $ 3,419,305
Cost of goods sold                       852,213                961,136             1,717,059              1,776,131
                                      ----------                -------             ---------              ---------

   Gross profit                          462,483                780,419               932,950              1,643,174

Operating expenses:
 Selling, general and administrative     590,417                604,982             1,116,467              1,198,815
 Research and development                134,472                235,214               297,490                447,781
                                         -------                -------               -------                -------
Operating loss                          (262,406)               (59,777)             (481,007)                (3,422)

Other expenses:
 Interest expense                        (74,556)               (60,789)             (147,412)              (115,489)
                                          ------               --------             ---------              ---------

       Net loss                      $  (336,962)            $ (120,566)           $ (628,419)          $   (118,911)
                                        ========               ========              ========               ========


Basic and diluted 
     net loss per share                  $(0.05)               $ (0.02)              $ (0.10)               $ (0.02)
                                         ======               ========              ========                =======

Dividends per share                        None                   None                  None                  None

Weighted average shares outstanding    6,387,000              6,378,661             6,385,548           6,377,247

See accompanying notes to condensed financial statements.
</TABLE>



                                                                  2

<PAGE>



<TABLE>

                                                    ELECTRO-CATHETER CORPORATION
                                           CONDENSED COMPARATIVE STATEMENTS OF CASH FLOWS
                                                             (Unaudited)

                                                                                         Six Months Ended
<CAPTION>
                                                                            February 28,                February 28,
                                                                                   1998                       1997
<S>                                                                         <C>                       <C>    
                                                                                   ----                       ----
Cash flows from operating activities:

    Net loss                                                                $ (628,419)               $   (118,911)

Reconciliation of net loss to net cash used in operating activities:

       Depreciation                                                             64,497                      70,026
       Amortization                                                              4,167                       4,167

       Changes in assets and liabilities:
             Decrease in accounts receivable, net                              133,957                      92,834
             (Increase) decrease in inventories                               (215,044)                    188,487
             Decrease (increase) in prepaid expenses and
                other current assets                                           108,585                    (205,385)
             (Increase) decrease in other assets                                  (728)                     10,107
             Decrease in deferred revenues                                           -                    (144,293)
             Increase (decrease) in accounts
                payable and accrued expenses                                   156,668                      93,387
                                                                               -------                      ------

Net cash used in operating activities                                       $ (376,317)                     (9,581)
                                                                               -------                     -------

Cash flows from investing activities:
    Cash purchases of property, plant and
       equipment                                                                (2,085)                    (59,824)
                                                                                ------                     -------

Cash flows from financing activities:
    Stock purchase plan                                                          2,161                       3,682
    Proceeds from loan from T Partnership                                      300,000                           -
    Reductions of debt and capitalized lease
       obligations                                                             (21,886)                   (110,777)
                                                                               -------                    --------

Net cash provided (used in) by financing activities                            280,275                    (107,095)
                                                                               -------                    --------

Net decrease in cash                                                           (98,127)                   (176,500)
Cash at beginning of period                                                     98,127                     275,283
                                                                                ------                     -------
Cash at end of period                                                       $      -0-               $      98,783
                                                                             =========                      ======

Interest paid                                                                $ 144,413               $     112,321
Property, plant and equipment acquired under
    capitalized lease obligations                                            $  49,150               $     196,125
See accompanying notes to condensed financial statements.

                                                                  3
</TABLE>

<PAGE>



                          ELECTRO-CATHETER CORPORATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS





Note 1  Basis of Presentation
------  ---------------------


     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring  accruals)  necessary  to present  fairly the  financial  position  of
Electro-Catheter  Corporation as of February 28, 1998, the results of operations
for the three and six months  ended  February 28, 1998 and February 28, 1997 and
statements of cash flows for the six months ended February 28, 1998 and February
28, 1997, but are not  necessarily  indicative of the results to be expected for
the full year.

     The  financial  statements  have  been  prepared  in  accordance  with  the
requirements of Form 10-Q and consequently do not include  disclosures  normally
made in an Annual Report on Form 10-K.  Accordingly,  the  financial  statements
included herein should be reviewed in conjunction with the financial  statements
and notes thereto  included in the Company's  Annual Report on Form 10-K for the
fiscal year ended August 31, 1997.

Note 2   Subordinated Debentures
------   -----------------------

     In September  1997,  in December  1997,  and in January  1998,  the Company
borrowed  additional amounts from the T Partnership,  in each case in the amount
of $100,000,  under  substantially the same terms and conditions as its previous
borrowings,   without  issuing  any  additional  warrants.   Under  the  current
arrangement,  the Company is obligated to comply with a financial covenant to be
tested on a monthly  basis.  Non-compliance  by the Company  with such  covenant
would  allow the T  Partnership  to declare an event of default  and  accelerate
repayment  of  indebtedness.  The Company is currently  in  compliance  with the
covenant.  The total  indebtedness due to the T Partnership at February 28, 1998
was $2,047,125.

Note 3   Commitments and Contingencies
------   -----------------------------

FDA Warning Letter
------------------

     The  products  developed  and  manufactured  by the Company  come under the
jurisdiction  of the Food and Drug  Administration  ("FDA") of the United States
Department of Health and Human Services.  Since the devices  manufactured by the
Company are  intended  for "human  use",  as defined by the FDA, the Company and
said devices are subject to FDA regulations,  which,  among other things,  allow
for  the  conduct  of  routine  detailed  inspections  of  device  manufacturing
establishments  and  confirmation  of adherence to "current  good  manufacturing
practices" ("cGMP") in the manufacture of medical devices.

     In  February   1997,   the  FDA  conducted  an  inspection   and  audit  of
Electro-Catheter  Corporation.  At the conclusion of the audit, the FDA issued a
number of observations  regarding  violations of cGMP. On March 11, 1997 the FDA
issued a Warning Letter to the Company requesting that prompt action be taken to
correct these violations.

     In response to the  observations  and the Warning Letter,  Electro-Catheter
Corporation  provided  the  FDA  with  a  plan  and  timetable  for  instituting
corrective  actions.  The Company  continues to work diligently to correct these
violations.  A  subsequent  FDA  inspection  in September  indicated  that while
substantial

                                        4

<PAGE>



progress had been made towards  correcting  the  violations,  not all corrective
actions  had been  completed.  The FDA  then  issued  a  report  noting  that no
additional  violations  of cGMP  were  discovered  and  listing  those  previous
violations  in the  process of being  corrected.  At this time,  the  Company is
unable to precisely  determine the short-term  economic impact of its continuing
corrective actions.

Litigation
----------

     In  September  1997, a Superior  Court jury in  Middlesex  County found the
Company liable for age  discrimination  in connection with its termination of an
employee in April 1994. The jury awarded the terminated  employee  $283,000 plus
attorney's fees and expenses and prejudgment  interest in the combined amount of
approximately $47,990. The Company also incurred legal costs from September 1996
through  September  1997 in the  amount of  approximately  $115,665.  All of the
aforementioned  costs were  recorded in the  financial  statements  for the year
ended August 31, 1997.

     Pending the Company's appeal,  the plaintiff,  in an effort to execute upon
the judgment rendered in his favor, levied the Company's bank accounts,  thereby
freezing  the  available  funds.  Notwithstanding  management's  belief that the
Company had arguments supporting its appeal, management weighed the considerable
cash  requirements of an appeal bond, the costs of continued efforts relative to
the appeal, and the need to vacate the levies to satisfy the Company's immediate
cash  requirements  against the  likelihood  of prevailing on its appeal and the
terms of a possible settlement, and on April 8, 1998, the Company entered into a
Settlement  Agreement with the  plaintiff.  Under the key term of the Settlement
Agreement,  the matter is deemed  settled for the sum of  $305,000  payable by a
lump  sum  payment  of  $65,000  within  five  business  days of the date of the
Settlement  Agreement with the balance,  bearing  interest at the rate of 6% per
annum,  payable in monthly  installments of $10,000,  plus interest,  commencing
July 1, 1998. A default in any monthly payment which remains unpaid for a period
of ten days allows the plaintiff to declare a default and accelerate the payment
of the entire outstanding balance with interest.

Merger
------

     On October  23,  1997,  the  Company  entered  into a letter of intent with
Cardiac Control Systems,  Inc., ("CCS") a Delaware  corporation  located in Palm
Coast,  Florida,  to effect a merger of the two  companies  targeted  toward the
development  and  marketing of advanced  specialty  electrophysiology  products.
Currently,  the  structure  of the  transaction  contemplates  the  merger  of a
newly-created,  wholly-owned  subsidiary  of CCS into and with the  Company as a
result of which the Company shall become a  wholly-owned  subsidiary of CCS. The
transaction  further  contemplates  an  exchange  of  common  stock  of the  two
companies,  with two shares of CCS common stock, $.10 par value per share, to be
exchanged for every three shares of the Company's  common stock,  $.10 par value
per share.  This exchange ratio is currently being  reassessed.  Upon closing of
the  transaction,  $1 million of the  Company's  senior  debt is  intended to be
converted into convertible preferred stock.

     Consummation of the merger is subject,  among other things, to: (i) raising
sufficient capital to support the product development efforts of both companies;
(ii) declaration of the  effectiveness of the registration  statement filed with
the Securities and Exchange Commission in connection with the merger;  (iii) the
approval of the transaction by the shareholders of Electro-Catheter Corporation;
(iv) the receipt of all required regulatory approvals by the two companies.

     CCS develops,  manufactures  and sells a broad line of implantable  cardiac
pacemakers,  pacemaker  leads and  related  products  which  Company  management
believes are  complementary  to its own product lines.  The Company believes the
merger may allow certain efficiencies to improve operating  performance and that
the  broader  product  line  may  provide  for a more  effective  marketing  and
distribution process.  There can be no assurance,  however, that consummation of
the merger will yield positive operating results in the future.


                                        5

<PAGE>



     During the past few months, the Company has also had discussions  regarding
acquisition by another firm based outside the United States. The Company's Board
of Directors  recently  terminated these  discussions,  believing that the terms
proposed were not in the best interest of the shareholders.

Note 4   Reclassifications
------   -----------------

     Certain reclassifications have been made to conform to the fiscal year 1998
presentation.

Note 5   Earnings Per Share
------   ------------------

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standard No. 128 "Earnings Per Share" (SFAS 128). SFAS
128 supersedes  Accounting  Principles  Board Opinion No. 15, Earnings Per Share
and specifies the  computation,  presentation  and disclosure  requirements  for
earnings per share for entities with  publicly  held common  stock.  SFAS 128 is
effective for financial  statements  relating to both interim and annual periods
ending after December 15, 1997. 

     Basic loss per share is based on net loss for the relevant period,  divided
by the weighted average number of common shares  outstanding  during the period.
Diluted loss per share is based on net loss for the relevant period,  divided by
the weighted  average  number of common  shares  outstanding  during the period.
Common share equivalents, such as outstanding stock options, are not included in
the calculation since the effect would be antidilutive.


                                        6

<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
-----------------------------------------------------------------
FINANCIAL CONDITION
-------------------


Results of Operations
---------------------

     On October  23,  1997,  the  Company  entered  into a letter of intent with
Cardiac Control Systems,  Inc., ("CCS") a Delaware  corporation  located in Palm
Coast,  Florida,  to effect a merger of the two  companies  targeted  toward the
development  and  marketing of advanced  specialty  electrophysiology  products.
Currently,  the  structure  of the  transaction  contemplates  the  merger  of a
newly-created,  wholly-owned  subsidiary  of CCS into and with the  Company as a
result of which the Company shall become a  wholly-owned  subsidiary of CCS. The
transaction  further  contemplates  an  exchange  of  common  stock  of the  two
companies,  with two shares of CCS common stock, $.10 par value per share, to be
exchanged for every three shares of the Company's  common stock,  $.10 par value
per share.  This exchange ratio is currently being  reassessed.  Upon closing of
the  transaction,  $1 million of the  Company's  senior  debt is  intended to be
converted into convertible preferred stock.

     Consummation of the merger is subject,  among other things, to: (i) raising
sufficient capital to support the product development efforts of both companies;
(ii) declaration of the  effectiveness of the registration  statement filed with
the Securities and Exchange Commission in connection with the merger;  (iii) the
approval of the transaction by the shareholders of Electro-Catheter Corporation;
(iv) the receipt of all required regulatory approvals by the two companies.

     CCS develops,  manufactures  and sells a broad line of implantable  cardiac
pacemakers,  pacemaker  leads and  related  products  which  Company  management
believes are  complementary  to its own product lines.  The Company believes the
merger may allow certain efficiencies to improve operating  performance and that
the  broader  product  line  may  provide  for a more  effective  marketing  and
distribution process.  There can be no assurance,  however, that consummation of
the merger will yield positive operating results in the future.

     During the past few months, the Company has also had discussions  regarding
acquisition by another firm based outside the United States. The Company's Board
of Directors  recently  terminated these  discussions,  believing that the terms
proposed were not in the best interest of the shareholders.

     Net revenues declined $426,859 (24.5%) and $769,296 (22.5%),  respectively,
for the three and six months  ended  February  28,  1998 as compared to the same
three and six months ended February 28, 1997.  Product sales  declined  $270,408
(18.0%) and $502,448 (17.0%),  respectively,  for the three and six months ended
February 28, 1998. Contract research and development  revenues declined $159,471
(100%) and  $303,764  (100%),  respectively,  for the three and six months ended
February 28, 1998.  Licensing fees declined  $67,665 (100%) and $45,811 (46.0%),
respectively,  for the three and six  months  ended  February  28,  1998.  These
decreases were partially offset by an increase in sales to an original equipment
manufacturing  ("OEM")  customer in the amounts of $70,685  (440.3%) and $82,727
(149.9%), respectively, for the three and six months ended February 28, 1998.

     Domestic   sales   decreased   $132,398   (12.8%)  and  $279,668   (13.6%),
respectively,  for the three and six months ended  February 28, 1998 as compared
to the same periods in the prior fiscal year. This decrease is attributed to the
Company not having an approved  electrophysiology ablation catheter, lack of new
products,  a continued  decline in demand for the  Company's  older  products in
pacing and monitoring,  backorders, as well as the impact of not replacing sales
representatives  who  have  left  the  Company.  International  sales  decreased
$138,010  (29.6%)  and  $222,780  (24.5%),  respectively,  for the three and six
months ended  February  28, 1998 as compared to the same periods last year.  The
decline in  international  revenues is  attributed  to the lack of new products,
lower demand for the  Company's  electrophysiology  products,  product  redesign
problems, pricing pressure due to competition and backorders.

                                        7

<PAGE>



     Gross profit  dollars  decreased  $317,936  (40.7%) and  $710,224  (43.2%),
respectively,  for the three and six months ended  February 28, 1998 as compared
to the three and six months ended February 28, 1997.  This decrease is primarily
attributed to lower volume in addition to write-off of certain inventories which
were scrapped for  sterilization  samples,  evaluation and testing  failures and
increased costs associated with regulatory compliance.

     Selling,  general and administrative  expenses decreased $14,565 (2.4%) and
$82,348 (6.9%), respectively, for the three and six month periods ended February
28, 1998 as compared to the same periods last year.  These  decreases  primarily
reflect  lower  domestic  and  international  selling  expenses,   substantially
attributable to the loss of sales personnel that have not been replaced,  and to
cutbacks in  international  sales and  marketing  activities.  This decrease was
partially  offset by  expenses  associated  with the  contemplated  merger  with
Cardiac Control Systems, Inc.

     Research and development  expenses  decreased $100,742 (42.8%) and $150,291
(33.6%),  respectively,  for the three and six months ended February 28, 1998 as
compared to the same periods last year.  This  decrease  reflects the cutback in
engineering activities. In the prior fiscal year, costs associated with contract
research and development activities were charged to cost of revenues. There were
no contract  research  and  development  activities  during the six month period
ended February 28, 1998.

     Interest expense  increased as a result of increased  borrowings from the T
Parnership as well as interest paid on capitalized lease obligations.

     By June  14,  1998,  the  Company  is  required  to have the CE mark on its
products to continue to ship into the member  nations in the  European  Economic
Community.   The  CE  mark  is  a  certification   designation   issued  by  the
International  Organization for Standardization  (ISO). Sales to these countries
were  approximately  17% of total revenues for the six months ended February 28,
1998.  Inventories of products without the CE mark within the European  Economic
Community as of June 14, 1998,  can continue to be sold for several  years.  The
Company currently does not have the CE mark on any of its products.  The Company
continues  to explore  measures  available to it in order to be able to continue
selling its key products in these countries.  However, there can be no assurance
that the  Company  will  succeed in doing so without a lapse in sales of some or
all of its products.

Liquidity and Capital Resources
-------------------------------

     At February 28, 1998,  working capital decreased  $396,081 to $562,093 from
August 31,  1997.  The  current  ratio was at 1.3 to 1 at  February  28, 1998 as
compared to 1.6 to 1 at August 31, 1997.  Net cash used in operating  activities
was $376,317  for the six months  ended  February 28, 1998 as compared to $9,581
for the six months ended  February 28, 1997.  This increase in cash required for
operations  is a result of the  increase  in the  Company's  losses and a higher
inventory level offset  partially by an increase in accounts payable and accrued
expenses and a decline in accounts  receivable  and other  current  assets.  The
Company  has been able to satisfy its  obligations  with  borrowings  from the T
Partnership, cash on hand and extending its accounts payable.

     In  September  1997, a Superior  Court jury in  Middlesex  County found the
Company liable for age  discrimination  in connection with its termination of an
employee in April 1994. The jury awarded the terminated  employee  $283,000 plus
attorney's fees and expenses and prejudgment  interest in the combined amount of
approximately $47,990. The Company also incurred legal costs from September 1996
through  September  1997 in the  amount of  approximately  $115,665.  All of the
aforementioned  costs were  recorded in the  financial  statements  for the year
ended August 31, 1997.

     Pending the Company's appeal,  the plaintiff,  in an effort to execute upon
the  judgment  rendered in his favor,  levied on the  Company's  bank  accounts,
thereby freezing the funds. Notwithstanding management's belief that the Company
had arguments supporting its appeal, management  weighed the  considerable  cash

                                        8

<PAGE>


requirements of  an  appeal  bond, the  costs  of continued  efforts relative to
the appeal, and the need to vacate the levies to satisfy the Company's immediate
cash  requirements  against the  likelihood  of prevailing on its appeal and the
terms of a possible settlement, and on April 8, 1998, the Company entered into a
Settlement  Agreement with the  plaintiff.  Under the key term of the Settlement
Agreement,  the matter is deemed  settled for the sum of  $305,000  payable by a
lump  sum  payment  of  $65,000  within  five  business  days of the date of the
Settlement  Agreement with the balance,  bearing  interest at the rate of 6% per
annum,  payable in monthly  installments of $10,000,  plus interest,  commencing
July 1, 1998. A default in any monthly payment which remains unpaid for a period
of ten days allows the plaintiff to declare a default and accelerate the payment
of the entire outstanding balance with interest.

     The Company's  ability to continue  with its plans is  contingent  upon its
ability to either obtain sufficient cash flow from operations, obtain additional
financing, or consummate a combination with another company. The Company has had
difficulty in paying its obligations  and, as a result,  has delayed payments to
some  vendors.  The Company  continues  to evaluate  its plans to obtain  funds.
Consummation  of the merger is  subject,  among  other  things,  to: (i) raising
sufficient capital to support the product development efforts of both companies;
(ii) declaration of the  effectiveness of the registration  statement filed with
the Securities and Exchange Commission in connection with the merger;  (iii) the
approval of the transaction by the shareholders of Electro-Catheter Corporation;
(iv) the receipt of all required regulatory approvals by the two companies.

     Management  believes that this merger can offer  benefits to both companies
by taking advantage of economies of scale and elimination of redundant  efforts.
However,  there can be no assurance  that the merger will be consummated or that
the Company will be able to generate the funding required.

     Inflation  did not have a material  impact on the results of the  Company's
operations for the six months ended February 28, 1998.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
-------  -----------------

     In  September  1997, a Superior  Court jury in  Middlesex  County found the
Company liable for age  discrimination  in connection with its termination of an
employee in April 1994. The jury awarded the terminated  employee  $283,000 plus
attorney's fees and expenses and prejudgment  interest in the combined amount of
approximately $47,990. The Company also incurred legal costs from September 1996
through  September  1997 in the  amount of  approximately  $115,665.  All of the
aforementioned  costs were  recorded in the  financial  statements  for the year
ended August 31, 1997.

     Pending the Company's appeal,  the plaintiff,  in an effort to execute upon
the  judgment  rendered in his favor,  levied on the  Company's  bank  accounts,
thereby freezing the funds. Notwithstanding management's belief that the Company
had arguments  supporting its appeal,  management  weighed the considerable cash
requirements of an appeal bond, the costs of continued  efforts  relative to the
appeal,  and the need to vacate the levies to satisfy  the  Company's  immediate
cash  requirements  against the  likelihood  of prevailing on its appeal and the
terms of a possible settlement, and on April 8, 1998, the Company entered into a
Settlement  Agreement with the  plaintiff.  Under the key term of the Settlement
Agreement,  the matter is deemed  settled for the sum of  $305,000  payable by a
lump sum  payment  of  $65,000  within  five  business  days of the  date of the
Settlement  Agreement with the balance,  bearing  interest at the rate of 6% per
annum,  payable in monthly  installments of $10,000,  plus interest,  commencing
July 1, 1998. A default in any monthly payment which remains unpaid for a period
of ten days allows the plaintiff to declare a default and accelerate the payment
of the entire outstanding balance with interest.



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<PAGE>



Item 6.  Exhibits and Reports on Form 8-K
-------  --------------------------------

             (a)     The exhibits filed or  incorporated by reference as part of
                     this  Quarterly  Report  on Form  10-Q  are  listed  in the
                     attached Index to Exhibits.

             (b)     The  Company  filed a  Current  Report  on Form  8-K  dated
                     January  20,  1998,  which  reported  under  "Item 5. Other
                     Events"  that the  Company had  entered  into a  definitive
                     merger agreement with Cardiac Control Systems, Inc.

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.


                                   ELECTRO-CATHETER CORPORATION


                                   /s/Ervin Schoenblum
Date   April 14, 1998              Ervin Schoenblum
                                   ----------------
                                   Acting President & Chief Operating Officer


                                   /s/Joseph P. Macaluso
Date  April 14, 1998               Joseph P. Macaluso
                                   ------------------
                                   Chief Financial Officer




                                       10

<PAGE>



                                INDEX TO EXHIBITS


27  -       Financial  data  schedule which is submitted  electronically  to the
            Securities and Exchange  Commission for information  only and is not
            filed.


                                       11