UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                                   FORM 10-Q/A

(Mark One)
[  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

                  For the transition period from ___________ to ____________

                           Commission File No. 0-7578

                          ELECTRO-CATHETER CORPORATION
                          ----------------------------
                  (Exact name of the registrant as specified in its charter)

          New Jersey                                     22-1733406
          ----------                                     ----------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                           Identification No.)

2100 Felver Court, Rahway, New Jersey                       07065
-------------------------------------                       -----
(Address of principal executive offices)                   (Zip Code)

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>



                                 AMENDMENT NO. 1

The  undersigned  hereby  amends  the  following  items,  financial  statements,
exhibits  or  other  positions  of its  Quarterly  Report  on Form  10-Q for the
quarterly  period ended  February 28, 1998,  as set forth in the pages  attached
hereto:

         PART I

             Item 1.           Financial Statements (unaudited)

             Item 2.           Management's Discussion and Analysis of Financial
                                    Condition and Results of Questions.

         PART II

             Item 6.           Exhibits and Reports on Form 8-K





<PAGE>




                          ELECTRO-CATHETER CORPORATION

                                TABLE OF CONTENTS


PART I.           FINANCIAL INFORMATION                              PAGE
-------           ---------------------                              ----


Item 1.           Financial Statements (Unaudited)                    1

                  Condensed Comparative Balance Sheets
                  February 28, 1998 and August 31, 1997               2


                  Condensed Comparative Statements of Operations -
                  Three and Six Months Ended February 28, 1998
                  and February 28, 1997                               3


                  Condensed Comparative Statements of Cash Flows -
                  Six Months Ended February 28, 1998 and
                  February 28, 1997                                  4-5


                  Notes to Condensed Financial Statements            6-8


Item 2.           Management's Discussion and Analysis of
                  Results of Operations and Financial Condition     9-12


PART II.          OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K                   12


Signatures                                                           13






<PAGE>

<TABLE>


                                                   PART I - FINANCIAL INFORMATION
                                                   ------------------------------


                                                    ELECTRO-CATHETER CORPORATION
                                                    ----------------------------
                                                CONDENSED COMPARATIVE BALANCE SHEETS
                                                ------------------------------------
                                                             (Unaudited)

<CAPTION>
                                                                       February 28,                           August 31,
                  ASSETS                                               1998                                   1997
                                                                       ------------                           ----


<S>                                                  <C>               <C>                <C>              <C>       
Current assets:
  Cash and cash equivalents                                            $      -0-                          $   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, a
    related party                                                         150,000                                 -0-
  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, a related party,
  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
                                                                        =========                           =========


</TABLE>


See accompanying notes to condensed financial statements.




                                                                  1

<PAGE>

<TABLE>


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



                                       Three Months Ended                                      Six Months Ended
<CAPTION>
                            February 28,               February 28,                  February 28,            February 28,
                                   1998                       1998                          1998                    1998

<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 administra-
  tive                          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 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




</TABLE>


See accompanying notes to condensed financial statements.




                                                                  2

<PAGE>

<TABLE>


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


                                                                                        Six Months Ended
<CAPTION>
                                                                       February 28, 1998                  February 28, 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                                        -0-                            (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,
    a related party                                                       300,000                                 -0-
  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


</TABLE>



See accompanying notes to condensed financial statements.






                                                                  3

<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,  a related party, 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. Noncompliance 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 which include testing,
quality control, design and documentation requirements.

In February 1997,  the FDA conducted an inspection and audit of Electro.  At the
conclusion  of the  audit,  the FDA  issued a number of  observations  regarding
noncompliance  by Electro with certain cGMP in the  manufacture of its products.
On March 11, 1997,  the FDA issued a Warning Letter to Electro  requesting  that
prompt  action be taken to correct the  violations.  The areas of  noncompliance
include  Electro's  methods of  investigation of device  complaints,  methods of
validation of device sterilization, environmental monitoring procedures, methods
of  validation  of  extrusion  processes  which are used in the  manufacture  of
certain  Electro's  catheters  and other quality  assurance  and record  keeping
requirements.


                                       4

<PAGE>

Electro  has   communicated   with  the  FDA  its   intentions   to  remedy  the
noncompliance,   has  established  a  plan  and  timetable  to  effectuate  such
remediation and has diligently worked to take the necessary  corrective actions;
Electro's  actions  have  included  the  establishment  of  certain   validation
protocols,  revisions to Electro's Quality System and Quality System Manual, the
implementation of a program for environmental testing, the purchase of equipment
for extrusion process  validation and the institution of file and record keeping
protocols.  A subsequent  FDA  inspection in September 1997 indicated that while
substantial  progress  has been  made,  not all  corrective  actions  have  been
completed.  Electro is continuing in its efforts to complete such actions. There
can be no assurance,  however,  that Electro will be ready for any  reinspection
when it occurs nor that Electro will pass any such  reinspection when it occurs.
While  Electro is  currently  under no  restrictions  by the FDA  regarding  the
manufacture  or sale of its products,  Electro is unable to precisely  determine
the short-term  economic impact of instituting the required  corrective  actions
and  there  can be no  assurance  that the FDA will  not  take  further  action,
including  seizure  of  products,  injunction  and/or  civil  penalties,  if the
necessary  corrective actions are not completed on a timely basis. The voluntary
discontinuation  of  manufacturing of certain products and the delay in the sale
of other products has adversely affected sales by an estimated 10%.

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 terms 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
------

The Company  entered into an Agreement and Plan of  Reorganization,  dated as of
January 20,  1998,  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.

                                       5
<PAGE>

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.

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>


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
-------           -------------------------------------------------------------
                  AND FINANCIAL CONDITION
                  -----------------------


General
-------

The following is  management's  discussion  and analysis of certain  significant
factors  which have affected the  Company's  financial  condition and results of
operations during the periods included in the accompanying financial statements.

Statements  contained  in and  preceding  management's  discussion  and analysis
include  various  forward-looking  information  that is based on data  currently
available to management and management's  beliefs and assumptions.  When used in
this  report,  the words  "anticipates,"  "estimates,  "believes,"  "plans," and
similar expressions are intended to identify forward-looking statements, but are
not the exclusive  means of identifying  such  statements.  Such  statements are
subject to risks and  uncertainties,  and the Company's  actual results may vary
materially  from those  anticipated,  estimated or projected  due to a number of
factors,  including,  without  limitation,  the competitive  environment for the
Company's  products  and  services,  and other  factors set forth in reports and
other documents filed by the Company with the Securities and Exchange Commission
from time to time.

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

General. The Company entered into an Agreement and Plan of Reorganization, dated
------- as of January 20, 1998, 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.



                                       7
<PAGE>

Overview.   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.

Sales.    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.

Gross Profits.  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.  The  decreased  production
levels  caused the cost of goods sold of the  catheters  to increase due to less
efficient labor utilization and a greater amount of fixed overhead  allocated to
each catheter produced. The increased cost of goods sold is also attributable to
write-offs of certain inventories which were scrapped for sterilization samples,
evaluation and testing  failures and increased costs  associated with regulatory
compliance. The lower volume continues to negatively impact gross profit.

Selling,   General   and   Administrative   Expenses.   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.

Engineering,   Research  and  Development  Expenses.  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.


                                       8
<PAGE>

Other Income and Expenses.  Interest expense  increased as a result of increased
-------------------------  borrowings from the T Partnership as well as interest
paid on capitalized lease obligations.

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
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 terms 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;  (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.


                                       9

<PAGE>


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.

Operating Trends and Uncertainties
----------------------------------

Sales.  The ability of Electro to attain a  profitable  level of  operations  is
------  dependent  upon  expansion  of  sales  volume,   both  domestically  and
internationally,  and continued  development of new and advanced products.  Many
countries  in  which  Electro  markets  its  products  regulate  themanufacture,
marketing and use of medical devices. Electro intends to pursue product approval
or registration  procedures in countries where is it marketing its products. The
international  registration  and approval  process is normally  accomplished  in
coordination  with its  international  distributors.  In order  for  Electro  to
continue  to sell  certain of its  products in the nations of EEC after June 14,
1998,  Electro must obtain  certification,  the CE Mark, from the  International
Organization for Standardization.  In the event that Electro is unable to obtain
the CE Mark by such date it will be unable to sell  certain of its  products  in
the nations of the EEC and international  sales (which account for approximately
17% of total revenues) should be adversely affected in Europe for some period of
time.  The effort to obtain the CE Mark is continuing  and Electro is hopeful of
obtaining this designation before June 14, 1998.

Year 2000 Issue.  Electro is  reviewing  its  computer  programs  and systems to
---------------- ensure that the programs and systems will function properly and
by in compliance with Year 2000 capability  requirements.  Management of Electro
presently   believes  that  the  Year  2000  issue  will  not  pose  significant
operational  programs for Electro's  computer  systems.  The  estimated  cost of
Electro's  review and  assessment  efforts is not  expected  to be  material  to
Electro's financial position or any year's result of operations,  although there
can be no assurance of this result. In addition,  the Year 2000 issue may impact
other entities with which Electro transacts business, and Electro cannot predict
the effect of the Year 2000 issue on such entities.




                                       10
<PAGE>



PART II.          OTHER INFORMATION

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 of 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.




                                       11
<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     ELECTRO-CATHETER CORPORATION



                                     /s/Ervin Schoenblum
                                     -------------------
Date:  October 9, 1998               Ervin Schoenblum
                                     Acting President & Chief Operating Officer


                                     /s/Joseph P. Macaluso
                                     ---------------------
Date:  October 9, 1998               Joseph P. Macaluso
                                     Chief Financial Officer




                                       12

<PAGE>



                               INDEX TO EXHIBITS


10.1 Agreement and Plan of Reorganization  dated as of January 20,1998 among the
Company, Cardiac Control Systems, Inc. and CCS Subsidiary, Inc.





                                       13
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