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, 1999

                      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              
(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 12, 1999, 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, 1999 and August 31, 1998                 1


         Condensed Comparative Statements of Operations -
              Three and Six Months Ended February 28, 1999
              and February 28, 1998                                 2


         Condensed Comparative Statements of Cash Flows -
              Six Months Ended February 28, 1999 and
              February 28, 1998                                     3

         Notes to Condensed Financial Statements                  4 - 7


Item 2. Management's Discussion and Analysis of Financial Condition
                and Results of Operations                        8 - 13

PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                           14

Signatures                                                         14







<PAGE>

<TABLE>


PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements

                          ELECTRO-CATHETER CORPORATION
                      CONDENSED COMPARATIVE BALANCE SHEETS
                      February 28, 1999 and August 31, 1998
                                   (Unaudited)

<CAPTION>
                                                                         February 28,                              August 31,
                                                                                  1999                                  1998   
                                                                         -------------                             ---------- 
                              ASSETS
<S>                                                                   <C>                                         <C>          

Current assets:
    Cash and cash equivalents                                         $        70,520                             $   168,762
    Accounts receivable, net                                                  434,098                                 723,753
    Inventories                                                               971,326                               1,253,456
    Prepaid expenses and other current assets                                  58,507                                  68,538
                                                                             --------                             -----------
Total current assets                                                        1,534,451                               2,214,509

Property, plant and equipment, net                                            594,225                                 653,452
Deferred merger costs                                                               -                                 234,253
Other assets, net                                                             116,108                                  80,733
                                                                           ----------                             -----------
Total assets                                                                2,244,784                               3,182,947
                                                                            =========                               =========

          LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
   Current installments of capitalized lease obligations                       80,000                                  73,279
   Accounts payable - trade                                                   671,699                                 774,200
   Accrued expenses                                                           398,241                                 341,646
   Accrued merger costs                                                       297,418                                 181,319
   Accrued interest due to The T Partnership,
      a related party                                                         428,887                                 293,764
   Accrued litigation expenses                                                205,134                                 265,134
                                                                            ---------                                ---------
Total current liabilities                                                   2,081,379                               1,929,342

Subordinated debentures and promissory notes due to
   The T Partnership, a related party                                       2,322,125                               2,247,125
Capitalized lease obligation, excluding
   current installments                                                       158,498                                 196,614
                                                                              -------                                 -------
Total liabilities                                                           4,562,002                               4,373,081
                                                                            ---------                               ---------
                                                                            

Stockholders' deficiency:
   Common stock                                                               639,039                                 639,039
   Additional paid-in capital                                              10,704,803                              10,704,803
   Accumulated deficit                                                    (13,661,060)                            (12,533,976)
                                                                           ----------                             -----------
Total stockholders' deficiency                                             (2,317,218)                             (1,190,134)

Total liabilities and stockholders'  deficiency                         $   2,244,784                           $   3,182,947
                                                                            =========                               =========

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,
                                         1999                          1998                    1999                        1998
                                 -------------                -------------           -------------              --------------
<S>                                <C>                         <C>                     <C>                         <C>    
Net revenues including product
    sales, royalty revenue and
    licensing fees                 $ 900,975                   $ 1,314,696             $ 1,868,261                 $ 2,650,009
Cost of goods sold                   801,520                       852,213               1,503,501                   1,717,059
                                     -------                    ----------               ---------                   ---------

       Gross profit                   99,455                      462,483                  364,760                     932,950

Operating expenses:
    Selling, general and 
      administrative                 365,927                      590,417                  727,996                   1,116,467
    Research and development         118,854                      134,472                  238,521                     297,490
                                     -------                      -------                  -------                     -------

       Operating loss               (385,326)                    (262,406)                (601,757)                   (481,007)

Other expenses:
     Interest expense                (84,212)                     (74,556)                (172,502)                   (147,412)
     Merger costs                   (352,825)                           -                 (352,825)                          -
                                    ---------                 -----------                ---------                ------------

       Net loss                    $(822,363)                  $ (336,962)             $(1,127,084)                $  (628,419)
                                     =======                     ========                =========                    ========

Basic and diluted net loss
    per common share                  $(0.13)                     $ (0.05)                 $ (0.18)                    $ (0.10)
                                      ======                     ========                  =======                     =======

Dividends per share                    None                         None                     None                         None

Weighted average shares 
     outstanding                    6,390,389                   6,387,000                6,390,389                   6,385,548

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,
                                                                                    1999                        1998
                                                                                    ----                        ----
<S>                                                                          <C>                         <C>    
Cash flows from operating activities:

    Net loss                                                                 $ (1,127,084)               $ (628,419)

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

       Depreciation                                                                59,227                    64,497
       Amortization                                                                 4,167                     4,167

       Changes in assets and liabilities:
             Decrease in accounts receivable, net                                 289,655                   133,957
             Decrease (increase) in inventories                                   282,130                  (215,044)
             Decrease in prepaid expenses and
                other current assets                                               10,031                   108,585
             Increase in other assets                                             (39,542)                     (728)
             Decrease in deferred merger costs                                    234,253                         -
             Increase in accounts payable and
                other accrued expenses                                            145,316                   156,668
                                                                                  -------                   -------

Net cash used in operating activities                                          $ (141,847)                 (376,317)
                                                                                  -------                   -------

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

Cash flows from financing activities:
    Stock purchase plan                                                                 -                     2,161
    Proceeds from subordinated debentures and
       promissory notes due to The T Partnership,
       a related party                                                             75,000                   300,000
    Repayment of capitalized lease obligations                                    (31,395)                  (21,886)
                                                                                 --------                   -------

Net cash provided by financing activities                                          43,605                   280,275
                                                                                   ------                   -------

Net decrease in cash                                                              (98,242)                  (98,127)
Cash at beginning of period                                                       168,762                    98,127
                                                                                  -------                    ------

Cash at end of period                                                         $    70,520               $       -0-
                                                                                  =======                 =========

Interest paid                                                                 $    37,379               $   144,413
Property, plant and equipment acquired under
    capitalized lease obligations                                             $         -               $    49,150
See accompanying notes to condensed financial statements.

</TABLE>

                                        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  ("Electro")  as of February 28, 1999, the results of operations for
the three and six months  ended  February  28,  1999 and  February  28, 1998 and
statements of cash flows for the six months ended February 28, 1999 and February
28, 1998, 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  Electro's  Annual  Report on Form 10-K for the fiscal year
ended August 31, 1998.

Note 2    Liquidity
------    ---------

The  accompanying  financial  statements  have been  prepared on a going concern
basis which  contemplates the continuation of operations,  realization of assets
and  liquidation  of  liabilities  in the ordinary  course of business.  Electro
incurred net losses of  $1,077,317,  $1,354,942 and $892,940 for the years ended
August 31, 1998, 1997 and 1996,  respectively,  and a loss of $1,127,084 for the
six months  ended  February  28,  1999.  At February  28,  1999,  Electro had an
accumulated  deficit of  $13,661,060.  The net losses  incurred by Electro  have
consumed working capital and weakened its financial position.  Electro's ability
to continue in business is dependent  upon its success in generating  sufficient
cash flow from  operations  or  obtaining  additional  financing  from  external
sources.  Electro  continues  to  re-evaluate  its plans and adopt  certain cost
reduction  measures.  Electro  continues to explore  alternative  financing from
external sources.  However,  there can be no assurance that Electro will be able
to  generate  the  funding  required  to sustain  operations.  The  accompanying
Financial  Statements do not include any  adjustment  that might result from the
outcome of this uncertainty.

Note 3   Accounts Receivable
------   -------------------
<TABLE>

Accounts receivable comprise the following:
<CAPTION>

                                                                  February 28,               August 31,
                                                                          1999                     1998
                                                                    ----------                --------
  <S>                                                            <C>                        <C>    
  Accounts receivable - trade                                    $   653,297                $   937,342
  Allowance for doubtful accounts                                   (219,199)                  (213,589)
                                                                    --------                   --------

                                                                 $   434,098                 $  723,753
                                                                    ========                    =======
</TABLE>


                                                               4

<PAGE>



Note 4    Inventories
------    -----------
<TABLE>
<CAPTION>

Inventories consist of the following:                  February 28,                      August 31,
                                                               1999                             1998
                                                        -----------                      ----------
       <S>                                           <C>                              <C>   

       Finished goods                                $      362,431                   $     398,503
       Work-in-process                                      403,862                         611,300
       Materials and supplies                               205,033                         243,653
                                                            -------                         -------

                                                     $      971,326                   $   1,253,456
                                                            =======                      ==========
</TABLE>

Note 5 Subordinated Debentures and Promissory Notes
---------------------------------------------------

In  February  1999,  the  Company  borrowed  an  additional  $75,000  from The T
Partnership  under  a  promissory  note.  The  total  indebtedness  due to The T
Partnership at February 28, 1999 was $2,322,125.

The rate of  interest on the debt to The T  Partnership  is 12% per annum on any
outstanding  balance and is payable  monthly.  As of February 28, 1999,  Electro
owed The T Partnership  $428,887 for monthly  interest  payments  dating back to
July 1997. Electro has sent the required interest payments to The T Partnership.
The T Partnership  has chosen not to tender such checks for payment.  Therefore,
Electro has considered the interest payments unpaid at February 28, 1999 and has
reflected the amount as a liability in the accompanying balance sheet.  Interest
payments  under this  agreement  continue  to be  required  to be made  monthly;
however,  The T  Partnership  has agreed that the  failure to make such  monthly
payments will not  constitute an event of default,  as defined in the agreement,
and has agreed not to request  acceleration  of payment  for the prior  interest
payments or, further,  for any interest payments through March 1, 2000.  Monthly
principal  payments of $25,000  scheduled  to begin on  September  1, 1996 have,
pursuant  to several  waivers,  with the latest  received  in April  1999,  been
deferred to March 1, 2000. The loan is secured by Electro's property,  building,
accounts  receivable,  inventories  and machinery and  equipment.  Electro is to
prepay the  outstanding  balance in the event it is merged into or  consolidated
with another  corporation  or it sells all or  substantially  all of its assets,
unless The T Partnership  and Electro agree  otherwise.  Under the provisions of
the  agreement  with The T  Partnership,  Electro is  obligated  to comply  with
certain  covenants,  to be tested on a monthly basis.  Non-compliance by Electro
shall  allow The T  Partnership  to declare an Event of Default  and  accelerate
repayment  of  indebtedness.  As of  February  28,  1999,  Electro  was  not  in
compliance  with certain  covenants.  However,  in April 1999, The T Partnership
agreed not to exercise its right to accelerate the repayment of  indebtedness as
a result of any non-compliance  with the aforementioned  covenants through March
1, 2000 and agreed to defer the  principal  and  interest  payments  due through
February 28, 1999 until March 1, 2000.

Note 6  Commitments and Contingencies
------  -----------------------------

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

Electro's  products are classified as medical  devices under the FDA Act and, as
such, are subject to extensive regulatory compliance  requirements.  In February
1997,  the FDA conducted an  inspection  and audit of Electro's  facilities  and
practices,  as a result  of which  the FDA  issued a  Warning  Letter  (the "FDA
Warning Letter")  regarding  noncompliance  by Electro with certain  regulations
regarding current good  manufacturing  practices  ("cGMP") in the manufacture of
its  products.   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 of Electro's
catheters and other quality  assurance and recordkeeping  requirements.  Electro


                                        5

<PAGE>



has communicated  with the FDA its intentions to remedy the  noncompliance,  has
established a plan 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 of 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 recordkeeping protocols. A subsequent
FDA inspection in September 1997 indicated that while  substantial  progress had
been made, not all corrective actions had been completed.

In January and February 1999, the FDA conducted  another  general  inspection of
Electro's facilities. As a result of the inspection, the FDA issued Form FDA 483
citing Inspectional  Observations.  Three of the observations were repeated from
the FDA's February 1997  inspection.  It was  acknowledged by the FDA inspectors
that Electro had made progress on all three of these  observations,  but had not
yet completed  them. A major reason for the delay in completing  the  corrective
steps was that  Electro had been  involved in merger  discussions  with  Cardiac
Control Systems, Inc. ("CCS") since May 1997 with the understanding that certain
functions that were being currently performed at Electro would be transferred to
CCS's facility. The merger had been delayed and, as such, the corrective actions
on these three observations had not been completed.  Electro is now giving these
three  observations top priority.  The other observations  included  validation,
sterilization,  environmental  monitoring,  complaint handling and documentation
control issues.  In February 1999,  Electro submitted its corrective action plan
to the FDA  delineating  the  corrective  actions  formulated  and that  Electro
intends to complete.

While  Electro is  currently  under no  restrictions  by the FDA  regarding  the
manufacture  or sale of its products,  Electro is unable to determine  precisely
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.  Until all
corrective  actions  required under the FDA Warning Letter have been taken,  the
FDA will not consider new products for approval. However, Electro's insufficient
financing  for  research  and  development  efforts over the last few years have
limited its ability to produce new products and, consequently,  no FDA approvals
are currently sought.

Termination of The Proposed Merger
----------------------------------

Electro entered into an Agreement and Plan of Reorganization dated as of January
20, 1998,  with CCS to effect a merger of the two companies  targeted toward the
development and marketing of advanced specialty electrophysiology products.

Consummation of the merger was subject to a number of conditions,  including the
securing of a minimum of $4.0  million in  financing in addition to any existing
debt  obligations  of both  Cardiac and Electro upon terms  acceptable  to their
respective Boards of Directors.  The stockholders of each of Electro and Cardiac
approved the merger at the respective Special Meetings of such Stockholders held
on November 16, 1998.

Despite the efforts of management of both companies, the financing condition has
not been satisfied.  On April 16, 1999,  Electro terminated the merger with CCS.
As such,  all deferred  merger costs have been  expensed and are included in the
accompanying  statement of  operations.  

International  Sales  
--------------------   

Beginning in June 1998,  international  sales were adversely  affected in Europe
(approximately 21% and 17% of total revenues for the fiscal years 1996 and 1997,
respectively) as Electro was not able to obtain the CE  Mark on  its products on

                                        6

<PAGE>



a timely  basis in order to continue to sell into this  market.  Several  months
ago, Electro and CCS submitted an application  requesting CE Mark  certification
for CCS to sell Electro's  steerable line of catheters,  as  manufacturer,  with
Electro acting as vendor to CCS in such regard.  The CE Mark  certification  was
granted on October  26,  1998,  issued in the name of CCS.  Since the merger has
been terminated,  Electro will attempt to pursue  alternative means to obtain CE
Mark  certification.  However,  there  can be no  assurance  that  the  CE  Mark
certification   can   be   obtained.    

Note 7    Reclassifications   
------    -----------------   

Certain reclassifications have been made to conform to  the  fiscal   year  1999
presentation.  

Note 8  Earnings  Per Share  
------  -------------------  

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. 

Note 9 Comprehensive Income 
--------------------------- 

On June 7, 1997, the FASB issued SFAS No. 130 "Reporting  Comprehensive Income".
SFAS No. 130  establishes  standards for reporting and display of  comprehensive
income and its components (revenues,  expenses, gains, and losses) in a full set
of general purpose  financial  statements.  SFAS No. 130 requires that all items
that are required to be recognized under  accounting  standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. SFAS No. 130 is effective for
fiscal years  beginning after December 15, 1997.  Reclassification  of financial
statements for earlier periods  provided for  comparative  purposes is required.
Electro  adopted  SFAS  No.  130  for  the  quarter  ended  November  30,  1998.
Comprehensive  income for the three month  periods  ended  February 28, 1999 and
1998 were the same as the net losses of  $822,363  and  $336,962,  respectively.
Comprehensive  income for the six months  ended  February 28, 1999 and 1998 were
the same as the net losses of $1,127,084 and $628,419, respectively.



                                        7

<PAGE>




MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS
------------------------------------------------------------
Results of Operations
---------------------
General.  The  following  is  management's  discussion  and  analysis of certain
significant  factors which have affected the financial  condition and results of
operations  of  Electro-Catheter  Corporation  ("Electro")  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  Electro'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
Electro's  products  and  services,  and other  factors set forth in reports and
other  documents  filed by Electro with the Securities  and Exchange  Commission
from time to time.  

Proposed  Merger.  Electro entered into an Agreement and Plan of  Reorganization
dated as of January 20, 1998,  with Cardiac  Control Systems ("CCS") to effect a
merger of the two companies  targeted  toward the  development  and marketing of
advanced specialty  electrophysiology  products.  

Consummation of the merger was subject to a number of conditions,  including the
securing of a minimum of $4.0  million in  financing in addition to any existing
debt  obligations  of both  Cardiac and Electro upon terms  acceptable  to their
respective Boards of Directors.  The stockholders of each of Electro and Cardiac
approved the merger at the respective Special Meetings of such Stockholders held
on November 16, 1998.

Despite the efforts of management of both companies, the financing condition has
not been satisfied.  On April 16, 1999,  Electro terminated the merger with CCS.
As such,  all deferred  merger costs have been  expensed and are included in the
accompanying statement of operations.

Overview.  Electro's insufficient financing for research and development efforts
over the last few years has limited its  ability to produce  new  products  and,
consequently, has adversely affected product sales. Additionally,  international
sales were adversely affected in Europe as Electro was not able to obtain the CE
Mark on its products on a timely  basis,  in order to continue to sell into this
market.  Domestic  sales were also affected as sales  representatives  that left
Electro  were not  replaced as a result of the  financial  condition of Electro.
This decline in sales was partially offset by certain cost reduction measures.

Electro's  current cash flow  problems has delayed  payment to certain  vendors,
thereby delaying the purchase of certain key components. This has caused Electro
to delay delivery of certain  products to customers,  thereby adding to the cash
flow  problems as Electro is not able to ship certain  products for which it has
orders and subsequently invoice its customers.


                                        8

<PAGE>



Revenues.   Net  revenues   declined  $413,721  (31.5%)  and  $781,748  (29.5%),
respectively,  for the three and six months ended  February 28, 1999 as compared
to the same periods in the prior fiscal year.  Product sales  declined  $358,330
(29.2%) and  $631,648  (25.7%),respectively,  for the three and six months ended
February  28, 1999 as compared to the three and six months  ended  February  28,
1998. Sales to an OEM customer declined $86,740 and $137,925,  respectively, for
the same periods  while other  revenues  increased  $31,349 for the three months
ended February 28, 1999 and decreased  $12,175 for the six months ended February
28, 1999 as compared to the same periods last year.

Direct  domestic  sales  decreased   $248,123  (27.6%)  and  $386,541   (21.8%),
respectively,  for the three and six months ended  February 28, 1999 as compared
to the same periods in the prior year.  The decline was primarily  attributed to
lower electrophysiology sales as Electro has not introduced any new products and
also to Electro  not having an  approved  electrophysiology  ablation  catheter.
Sales of Electro's Pacewedge catheter also declined as a result of lower demand.
A decline in demand  for  Electro's  older  products  in pacing and  monitoring,
backorders,  as well as the impact of not replacing  sales  representatives  who
have left Electro have also affected  sales.  International  revenues  decreased
$110,207  (33.5%) and $245,107 (35.6%)  respectively  for the same periods.  The
decline in international  revenues is attributed to Electro not obtaining the CE
Mark on its products on a timely basis, in order to continue to sell into Europe
and the lack of new products for the  electrophysiology  market that Electro has
targeted.  Certain of Electro's  European  distributors  have  terminated  their
relationship with Electro in order to represent competitors. Several months ago,
Electro and CCS submitted applications  requesting CE Mark certification for CCS
to sell  Electro's  steerable line of catheters and Electro's  multi-  electrode
non-balloon catheters, as manufacturer,  with Electro acting as vendor to CCS in
such regard. The CE Mark  certifications  were granted and issued in the name of
CCS.  Since the  merger  has been  terminated,  Electro  will  attempt to pursue
alternative  means to obtain  CE Mark  certification.  However,  there can be no
assurance that the CE Mark certification can be obtained.

Gross  Profit.  Gross profit  dollars  decreased  $363,028  (78.5%) and $568,190
(60.9%) for the three and six months ended  February 28, 1999 as compared to the
three and six months  ended  February  28,  1998.  This  decrease  is  primarily
attributed  to  decreased  production  levels,  for the most part related to the
lower sales  volume and the  unavailability  of certain  components,  as well as
lower selling  prices.  The gross profit  percentage  for the three months ended
February  28,  1999 was 11.0% as compared  to 35.2% for the three  months  ended
February 28, 1998. The gross profit percentage for the six months ended February
28, 1999 was 19.5% as compared to 35.2% for the six months  ended  February  28,
1998. The lower volume continues to negatively impact gross profit.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses  decreased  $224,490 (38.0%) and $388,471 (34.8%) for the three and six
months  ended  February  28, 1999 as  compared  to the same  periods in the last
fiscal year. This decrease  primarily  reflects lower domestic and international
selling expenses primarily  attributed to the loss of field sales personnel that
have not yet been replaced and cutbacks in  international  activities  and lower
legal expenses.

Research and Development.  Research and development  expenses  decreased $15,618
(11.6%) and $58,969  (19.8%),  respectively,  for the three and six months ended
February  28,  1999 as  compared  to the same  periods in the prior  year.  This
decrease  reflects  the lower level of R&D  efforts.  The  decrease is primarily
attributed to a decrease in personnel.


                                        9

<PAGE>



Merger Costs.  Merger costs represent the write-off of expenses  associated with
the merger that has been terminated (see Note 6 to the Financial Statements).

Interest  Expense.  Interest  expense  increased  as a result  of the  increased
borrowings from The T Partnership and interest on capitalized lease obligations.

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

At  February  28,  1999  Electro  had  negative  working  capital of $546,928 as
compared to positive  working  capital of $285,167 at August 31, 1998.  Net cash
used in operating  activities was $141,847 for the six months ended February 28,
1999 as compared to $376,317 used in operating activities for the same period in
the prior  fiscal  year.  This  decrease  in cash  required  for  operations  is
primarily  attributed  to the decease in accounts  receivable,  inventories  and
deferred  merger costs,  an increase in accounts  payable and accrued  expenses.
Electro was able to satisfy  its cash  requirements  with cost saving  measures,
especially in the sales and marketing  area where sales  personnel have not been
replaced,  cash on hand,  collection  of accounts  receivable,  a  reduction  in
inventories and extension of its accounts payable in addition to a loan from The
T Partnership.

Electro's  ability to continue with its plans is contingent  upon its ability to
obtain  sufficient cash flow from operations or to obtain  additional  financing
from external sources. Electro has had difficulty in paying its obligations and,
as a result,  has  delayed  payments to vendors  and  certain  others  providing
services to Electro, such as attorneys.  Electro continues to evaluate its plans
and adopt certain cost- saving measures, where appropriate. Electro continues to
explore alternative  financing from external sources.  However,  there can be no
assurance that Electro will be able to generate the funding required.

The rate of  interest on the debt to The T  Partnership  is 12% per annum on any
outstanding  balance and is payable  monthly.  As of February 28, 1999,  Electro
owed The T Partnership  $428,887 for monthly  interest  payments  dating back to
July 1997. Electro has sent the required interest payments to The T Partnership.
The T Partnership  has chosen not to tender such checks for payment.  Therefore,
Electro has considered the interest payments unpaid at February 28, 1999 and has
reflected the amount as a liability in the accompanying balance sheet.  Interest
payments  under this  agreement  continue  to be  required  to be made  monthly;
however,  The T  Partnership  has agreed that the  failure to make such  monthly
payments will not  constitute an event of default,  as defined in the agreement,
and has agreed not to request  acceleration  of payment  for the prior  interest
payments or, further,  for any interest payments through March 1, 2000.  Monthly
principal  payments of $25,000  scheduled  to begin on  September  1, 1996 have,
pursuant  to several  waivers,  with the latest  received  in April  1999,  been
deferred to March 1, 2000. The loan is secured by Electro's property,  building,
accounts  receivable,  inventories  and machinery and  equipment.  Electro is to
prepay the  outstanding  balance in the event it is merged into or  consolidated
with another  corporation  or it sells all or  substantially  all of its assets,
unless The T Partnership  and Electro agree  otherwise.  Under the provisions of
the  agreement  with The T  Partnership,  Electro is  obligated  to comply  with
certain  covenants,  to be tested on a monthly basis.  Non-compliance by Electro
shall  allow The T  Partnership  to declare an Event of Default  and  accelerate
repayment  of  indebtedness.  As of  February  28,  1999,  Electro  was  not  in
compliance  with certain  covenants.  However,  in April 1999, The T Partnership
agreed not to exercise its right to accelerate the repayment of  indebtedness as
a result of any non-compliance with the aforementioned covenants through

                                       10

<PAGE>



March 1, 2000 and  agreed to defer  the  principal  and  interest  payments  due
through February 28, 1999 until March 1, 2000.

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

Sales. The ability of Electro to attain profitable  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  the  manufacture,  marketing  and use of medical
devices.  Electro intends to pursue product approval or registration  procedures
in countries where it is marketing its products. The international  registration
process and approval process is normally  accomplished in coordination  with its
international  distributors.  In  order  for  Electro  to  continue  to sell its
products  in the  nations  of the EEC,  it was  required  to obtain  the CE Mark
certification from the International  Organization of  Standardization  ("ISO").
Since Electro has not yet obtained the CE Mark  certification  and is now unable
to sell certain of its products in the nations of the EEC (which  accounted  for
approximately 14%, 17% and 21% of total revenues for fiscal years 1998, 1997 and
1996, respectively), international sales have been adversely affected in Europe.
Several months ago, Electro and Cardiac  submitted an application  requesting CE
Mark certification for Cardiac to sell Electro's steerable line of catheters and
its multi-electrode non-balloon catheters, as manufacturer,  with Electro acting
as vendor to Cardiac in such regard.  The CE Mark  certifications  were granted.
Since the merger has been terminated, Electro will attempt to pursue alternative
means to obtain CE Mark certification.  However,  there can be no assurance that
the CE Mark certification can be obtained.

FDA Warning Letter.  Electro's  products are classified as medical devices under
the FDA Act  and,  as such,  are  subject  to  extensive  regulatory  compliance
requirements.  In February  1997,  the FDA conducted an inspection  and audit of
Electro's  facilities  and  practices,  as a result  of which  the FDA  issued a
Warning Letter (the "FDA Warning  Letter")  regarding  noncompliance  by Electro
with certain regulations regarding current good manufacturing practices ("cGMP")
in the manufacture of its products. 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 of Electro's
catheters and other quality  assurance and recordkeeping  requirements.  Electro
has communicated  with the FDA its intentions to remedy the  noncompliance,  has
established a plan 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 of 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 recordkeeping protocols. A subsequent
FDA inspection in September 1997 indicated that while  substantial  progress had
been made, not all corrective actions had been completed.

In January and February 1999, the FDA conducted  another  general  inspection of
Electro's facilities. As a result of the inspection, the FDA issued Form FDA 483
citing Inspectional  Observations.  Three of the observations were repeated from
the FDA's February 1997  inspection.  It was  acknowledged by the FDA inspectors
that Electro had made progress on all three of these  observations,  but had not
yet completed  them. A major reason for the delay in completing  the  corrective
steps was that  Electro had been  involved in merger  discussions  with  Cardiac
Control Systems, Inc. ("CCS") since May 1997 with the understanding that certain

                                       11

<PAGE>



functions that were being currently performed at Electro would be transferred to
CCS's facility. The merger had been delayed and, as such, the corrective actions
on these three observations had not been completed.  Electro is now giving these
three  observations top priority.  The other observations  included  validation,
sterilization,  environmental  monitoring,  complaint handling and documentation
control issues.  In February 1999,  Electro submitted its corrective action plan
to the FDA  delineating  the  corrective  actions  formulated  and that  Electro
intends to complete.

While  Electro is  currently  under no  restrictions  by the FDA  regarding  the
manufacture  or sale of its products,  Electro is unable to determine  precisely
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.  Until all
corrective  actions  required under the FDA Warning Letter have been taken,  the
FDA will not consider new products for approval. However, Electro's insufficient
financing  for  research  and  development  efforts over the last few years have
limited its ability to produce new products and, consequently,  no FDA approvals
are currently sought.

Year 2000  Issue.  Many  currently  installed  computer  systems use a two-digit
suffix to identify year  references  with an assumed prefix of "19". This limits
those systems to recognizing  dates between 1900 and 1999. As a result,  in less
than a year,  computer  systems and/or software used by many companies in a very
wide variety of applications will experience operating  difficulties unless they
are modified or upgraded to adequately process information involving, related to
or  dependent  upon  the  century  change.  If  not  corrected,  systems  and/or
applications  could fail or create  erroneous  results at or in connection  with
applications after December 31, 1999. Significant  uncertainty exists concerning
the scope and magnitude of problems associated with the century change.

Electro has  established  a project team to address Year 2000 risks.  Electro is
currently  assessing  the  impact  of Year  2000  on its  computer  systems  and
financial applications although a plan has not been implemented. Electro is also
assessing the potential  overall  impact of the impending  century change on its
business, results of operations and financial position.

Electro has reviewed its information and operational  systems and  manufacturing
processes in order to identify those products,  services or systems that are not
Year  2000  compliant.  As a  result  of its  initial  assessment,  Electro  has
determined that it will be required to modify or replace certain information and
operational systems so they will be Year 2000 compliant. These modifications and
replacements  are being,  and will  continue  to be,  made in  conjunction  with
Electro's  overall  systems  initiatives.  The  total  cost of these  Year  2000
compliance  activities is not anticipated to be material to Electro's  financial
position or its results of operations. Electro expects to complete its Year 2000
project  during  the  fourth  quarter  of  calendar  1999.  Based  on  available
information,  Electro  does not believe  any  material  exposure to  significant
business  interruption  exist  as a  result  of  Year  2000  compliance  issues.
Accordingly,  Electro has not adopted any formal  contingency  plan in the event
its Year 2000  project is not  completed in a timely  manner.  The costs and the
timing in which Electro plans to complete its Year 2000 modification and testing
processes are based on  management's  best estimates.  However,  there can be no
assurance that Electro will timely identify and remediate all  significant  Year
2000  problems,  that  remedial  efforts will not involve  significant  time and
expense,  or that  such  problems  will not have a  material  adverse  effect on
Electro's business, results of operations or financial position.


                                       12

<PAGE>



Electro also faces risk to the extent that  suppliers of products,  services and
systems  purchased  by it and others with whom Electro  transacts  business on a
worldwide basis do not comply with Year 2000 requirements. Electro will initiate
written communications with significant suppliers and customers to determine the
extent to which it is  vulnerable to these third  parties'  failure to remediate
their own Year 2000 issues.  In the event any such third parties  cannot provide
Electro with products,  services or systems that meet the Year 2000 requirements
on a timely basis,  or in the event Year 2000 issues  prevent such third parties
from timely delivery of products or services required by Electro, its results of
operations  could be  materially  adversely  affected.  To the extent  Year 2000
issues cause  significant  delays in, or cancellation  of, decisions to purchase
Electro's  products  or  services,  its  business,  results  of  operations  and
financial position could be materially  adversely  affected.  Due to the general
uncertainty,  both internally and externally,  inherent in the Year 2000 problem
resulting,  in part,  from the  uncertainty  of its Year 2000 readiness of third
parties,  suppliers and  customers,  Electro is unable to accurately  predict at
this time whether the  consequences  of Year 2000  failures will have a material
impact on Electro's results of operations, liquidity or financial condition.

The discussion of Electro's efforts, and management's expectations,  relating to
Year 2000  compliance  are  forward-looking  statements.  Electro's  ability  to
achieve  Year 2000  compliance  and the level of  incremental  costs  associated
therewith,  could be adversely impacted by, among other things, the availability
and cost of  programming  and  testing  resources,  vendors'  ability  to modify
proprietary  software,  and  unanticipated  problems  identified  in the ongoing
compliance review.


                                       13

<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)       Electro  did not file any  Current  Reports on Form 8-K
                         during the period reviewed by this Quarterly  Report on
                         Form 10-Q.


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 19, 1999                             Ervin Schoenblum
                                                Acting President and
                                                 Chief Operating Officer

                                                /s/Joseph P. Macaluso        
                                                ---------------------        
Date April 19, 1999                             Joseph P. Macaluso
                                                Chief Financial Officer






                                       14

<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.







                                       15