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 November 30, 1997

[   ]      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 Identification
incorporation or organization)                             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 January 14, 1998,  the number of shares  outstanding  of the  Registrant's
common stock was 6,383,611 shares, $.10 par value.





<PAGE>





                                 AMENDMENT NO. 1

The undersigned amends the following items,  financial  statements,  exhibits or
other  portions of its Quarterly  Report on Form 10-Q for the  quarterly  period
ended November 30, 1997, 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 Operations





<PAGE>



                          ELECTRO-CATHETER CORPORATION

                                TABLE OF CONTENTS



PART I.          FINANCIAL INFORMATION                               PAGE


Item 1.          Financial Statements (Unaudited):


                 Condensed Comparative Balance Sheets
                 November 30, 1997 and August 31, 1997                 1


                 Condensed Comparative Statements of Operations -
                 Three Months Ended November 30, 1997
                 and November 30, 1996                                 2


                 Condensed Comparative Statements of Cash Flows -
                 Three Months Ended November 30, 1997
                 and November 30, 1996                                 3


                 Notes to Condensed Financial Statements               4


Item 2.          Management's Discussion and Analysis of
                 Financial Condition and Results of Operations        7-10







<PAGE>



PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. - FINANCIAL STATEMENTS
------------------------------
<TABLE>

                          ELECTRO-CATHETER CORPORATION
                      CONDENSED COMPARATIVE BALANCE SHEETS
                      November 30, 1997 and August 31, 1997
                                   (Unaudited)

<CAPTION>
                                                      November 30,                          August 31,
                                                             1997                                1997
                  ASSETS

<S>                                <C>                <C>                <C>                <C>    
Current assets:
  Cash and cash equivalents                           $    15,883                           $    98,127
  Accounts receivable, net                                973,809                               988,859
         Inventories
           Finished goods          412,824                               481,660
           Work-in-process         646,127                               490,621
           Materials and supplies  286,957                               270,086
                                   -------                               -------
         Total inventories                              1,345,908                             1,242,367
         Prepaid expenses and
           other current assets                            83,370                               168,781
                                                        ---------                             ---------
Total current assets                                    2,418,970                             2,498,134

Property, plant and equipment, net                        746,804                               777,663
Other assets, net                                          91,838                                97,275
                                                        ---------                             ---------
Total assets                                            3,257,612                             3,373,072
                                                        =========                             =========


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Current installments of subordinated
    debentures due to T Partnership,
    a related party                                        75,000                                   -0-
  Current installments of capitalized
    lease obligations                                      55,000                                50,734
  Accounts payable and accrued expenses                 1,135,723                             1,045,406
  Accrued litigation expenses                             443,820                               443,820
                                                        ---------                           -----------
Total current liabilities                               1,709,543                             1,539,960 

Subordinated debentures due to
  T Partnership, a related party
  excluding current installments                        1,772,125                             1,747,125
Capitalized lease obligation, excluding
  current installments                                    203,691                               222,277
                                                        ---------                             ---------
Total liabilities                                       3,685,359                             3,509,362
                                                        ---------                             ---------

Stockholders' deficiency:
  Common stock                                            638,361                               638,361
  Additional paid-in capital                           10,682,008                            10,682,008
  Accumulated deficit                                 (11,748,116)                          (11,456,659)
  Total stockholders' deficiency                         (427,747)                             (136,290)
  Total liabilities and stockholders'
    deficiency                                        $ 3,257,612                           $ 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
                                                                                               November 30,

<CAPTION>
                                                                                1997                                1996
                                                                                ----                                ----
<S>                                                                      <C>                                 <C>    
Net revenues, including product
         sales, research and development
         revenues and license fees                                       $  1,335,313                        $  1,677,750
Cost of revenues                                                              864,846                             814,995
                                                                         ------------                        ------------

                  Gross profit                                                470,467                             862,755

Operating expenses:
         Selling, general and                                                 526,050                             593,833
         administrative                                                       163,018                             212,567
                                                                         ------------                         -----------
         Research and development
                                                                             (218,601)                             56,355
                  Operating income (loss)

Other expense:
         Interest expense                                                     (72,856)                            (54,700)
                                                                               ------                              ------
         Net profit (loss)                                               $   (291,457)                              1,655
                                                                              =======                               =====

Net loss per common share                                                $      (0.05)                               0.00
                                                                                 ====                                ====

Dividends per share                                                              None                                None

Weighted average shares outstanding                                         6,383,611                           6,373,711
                                                                            =========                           =========



See accompanying notes to condensed financial statements.

</TABLE>




                                                                  2

<PAGE>


<TABLE>

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


                                                                                                 Three Months Ended
                                                                                                    November 30,
<CAPTION>

                                                                                        1997                     1996
                                                                                        ----                     ----
<S>                                                                               <C>                        <C>    
Cash flows from operating activities:

  Net profit (loss)                                                               $  (291,457)               $   1,655

Reconciliation of net profit (loss) to
  net cash (used in) provided by
  operating activities:

  Depreciation                                                                        32,508                    31,313
  Amortization                                                                         2,083                     2,083
  Changes in assets and liabilities:
         Decrease in accounts receivable, net                                         15,050                   105,643
         Increase in inventories                                                    (103,541)                  (82,243)
         Decrease (increase) in prepaid expenses
           and other current assets                                                   85,411                   (19,623)
         Decrease in other assets                                                      3,354                       172
         Decrease in deferred revenues                                                     -                  (144,293)
         Increase in accounts payable
           and accrued expenses                                                       90,317                   108,430
                                                                                    --------                  --------

Net cash (used in) provided by
  operating activities                                                             $(166,275)                    3,137
                                                                                   =========                     =====

Cash flows used in investing activities:
  Purchases of property, plant
    and equipment                                                                     (1,649)                  (40,447)
                                                                                     -------                   --------

Cash flows from financing activities:
  Proceeds from loan and warrants
    from T Partnership, a related party                                              100,000                       -0-
  Repayment of debentures and
    capitalized lease obligations                                                    (14,320)                  (76,836)
                                                                                     --------                 --------

Net cash provided by (used in)
  financing activities                                                                85,680                   (76,836)
                                                                                      ------                  --------

Net decrease in cash                                                                 (82,244)                 (114,146)
Cash at beginning of period                                                           98,127                   275,283
                                                                                      ------                   -------
Cash at end of period                                                              $  15,883                 $ 161,137
                                                                                      ======                   =======


</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 November 30, 1997,  the results of  operations  for the three
months ended  November 30, 1997 and  November  30, 1996 and  statements  of cash
flows for the three  months ended  November 30, 1997 and November 30, 1996,  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 and again in December 1997,  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.  Non-compliance  by the Company  with such  covenant
would  allow the T  Partnership  to declare an event of default  and  accelerate
repayment  of  indebtedness.  The Company is currently  in  compliance  with the
covenant.  The total  indebtedness due to the T Partnership at November 30, 1997
was $1,847,125.

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 of Electro's  catheters and other quality  assurance and record  keeping
requirements. Electro has communicated with the FDA its intentions to remedy the



                                       4
<PAGE>

noncompliance,   has  established  a  plan  and  timetable  to  effectuate  such
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  but there can be no
assurance that Electro will be ready for any  reinspection nor that Electro will
pass any  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.  At this time,  Electro is unable to  precisely  determine  the
short-term  adverse  economic  impact  which will  result from  instituting  the
corrective  actions,  but 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 jury in  Middlesex  County of the  Superior  Court of New
Jersey found the Company  liable for age  discrimination  when it  terminated an
employee in April 1994. The jury awarded the terminated  employee  $283,000.  In
addition to the $283,000,  the court awarded the plaintiff  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 in the amount
of approximately  $115,665. The Company is planning on taking an appeal, but all
related  costs  already  incurred  and awarded  were  recorded in the  financial
statements for the year ended August 31, 1997.

Merger
------

On October 23,  1997,  the Company  entered into a letter of intent with Cardiac
Control  Systems,  Inc. ("CCS") a Delaware  corporation,  located in Palm Coast,
Florida, to effect a merger of the two companies targeted toward the development
and marketing of advanced specialty electrophysiology  products.  Currently, the
structure  of  the  transaction  contemplates  the  merger  of a  newly-created,
wholly-owned  subsidiary  of CCS into and with the  Company as a result of which
the Company  shall become a  wholly-owned  subsidiary  of CCS.  The  transaction
further contemplates an exchange of common stock of the two companies,  with two
shares of CCS common stock,  $.10 par value per share, to be exchanged for every
three  shares of the  Company's  common  stock,  $.10 par value per share.  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) the execution of a definitive  agreement  reflecting  the intentions of the
parties; (iii) the approval of the transaction by the Board of Directors of each
company;  (iv) the approval of the  transaction by the  shareholders of Electro-
Catheter  Corporation;  and (v) 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


                                       5


<PAGE>

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.

Note 3   Reclassifications
------   -----------------

Certain  reclassifications  have been made to conform  to the  fiscal  year 1997
presentation.

Note 4   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.  As the  Company's  stock  options are  antidilutive,
assuming the treasury  stock method,  the  calculation  presented is the "basic"
calculation.






                                        6

<PAGE>



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

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.  On October 23, 1997, the Company  entered into a letter of intent with
------- Cardiac  Control Systems, Inc.,("CCS") a Delaware corporation located in
Palm Coast, Florida, to effect a merger of the two companies targeted toward the
development  and  marketing of advanced  specialty  electrophysiology  products.
Currently,  the  structure  of the  transaction  contemplates  the  merger  of a
newly-created,  wholly-owned  subsidiary  of CCS into and with the  Company as a
result of which the Company shall become a  wholly-owned  subsidiary of CCS. The
transaction  further  contemplates  an  exchange  of  common  stock  of the  two
companies,  with two shares of CCS common stock, $.10 par value per share, to be
exchanged for every three shares of the Company's  common stock,  $.10 par value
per share.  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) the execution of a definitive  agreement  reflecting  the intentions of the
parties; (iii) the approval of the transaction by the Board of Directors of each
company;  (iv) the approval of the  transaction by the  shareholders of Electro-
Catheter  Corporation;  and (v) 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.

Overview.  Net  revenues  declined  $342,437  (20.4%) for the three months ended
-------- November 30, 1997 as compared to the three  months ended  November 30,
1996.  Product  revenues  declined  $232,040  (15.9%) and contract  research and
development  revenues  declined  $144,293  (100.0%)  for the three  months ended
November  30, 1997 as compared  to the same period last year.  This  decline was
partially offset by an increase in sales to an original equipment  manufacturing

                                       7
<PAGE>


("OEM") customer  ($12,042) and revenues from licensing certain of the Company's
technology to a third party  ($21,854).  Sales.  Direct domestic sales decreased
$147,270 (14.5%) for the three months ended November 30, 1997 as compared to the
same three months of the prior year.  This decrease is attributed to the Company
not having an approved electrophysiology ablation catheter, lack of new products
(as the Company has focused its  engineering  efforts on contract  research  and
development and OEM business),  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
revenues  decreased  $84,770  (19.1%) for the first three  months of fiscal year
1998 as compared to the first three  months of fiscal year 1997.  The decline in
international revenues is attributed to the lack of new products (as the Company
has focused its engineering efforts on the contract research and development and
OEM  business),  lower  demand  for the  Company's  electrophysiology  products,
product redesign problems, pricing pressure due to competition and backorders.

Gross Profits.  Gross profit dollars  decreased  $392,288  (45.5%) for the three
-------------  months  ended  November  30, 1997 as compared to the three months
ended  November 30, 1996.  This  decrease is primarily  attributed  to decreased
production levels related to the lower sales volume. The gross profit percentage
for the three months ended  November 30, 1997 was 35.2% as compared to 51.4% for
the three months ended November 30, 1996. 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  the  increased  cost  associated  with  regulatory
compliance. The lower volume continues to adversely impact gross profit.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
-----------------------------------------------------   administrative  expenses
decreased  $67,783  (11.4%) for the three months of the current year as compared
to the same period in the prior year.  This decrease  primarily  reflects  lower
domestic and international selling expenses,  substantially  attributable to the
loss of field sales  personnel that have not yet been replaced,  and to cutbacks
in  international  sales and marketing  activities.  This decrease was partially
offset by increased  expenses  associated  with  efforts  toward the merger with
Cardiac Control Systems, Inc.

Engineering,   Research  and  Development  Expenses.  Research  and  development
----------------------------------------------------  expenses decreased $49,549
(23.3%) for the three  months  ended  November  30, 1997 as compared to the same
three month period in the prior year.  The  decrease is primarily  the result of
decreased  engineering  efforts  and  lower  material,  supply,  consulting  and
recruiting  expenses.  In the prior fiscal year,  costs associated with contract
research and development activities were charged to cost of revenues.

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

The net loss for the three months ended  November 30, 1997 was $291,457 or $0.05
per share as compared to a net profit of $1,655 or $0.00 per share for the three
months ended November 30, 1996.

                                       8


<PAGE>

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

At November 30, 1997, working capital decreased $248,747 to $709,427 from August
31, 1997.  The current ratio was at 1.4 to 1 at November 30, 1997 as compared to
1.6 to 1 at August 31, 1997. Net cash used in operating  activities was $166,275
for the three  months  ended  November  30,  1997 as compared to $3,137 net cash
provided by operating  activities  for the three months ended November 30, 1996.
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 other 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 jury in  Middlesex  County of the  Superior  Court of New
Jersey found the Company  liable for age  discrimination  when it  terminated an
employee in April 1994. The jury awarded the employee $283,000.  In addition, to
the $283,000,  the court awarded the plaintiff  attorney's fees and expenses and
prejudgment  interest  in the  combined  amount of  approximately  $47,990.  The
Company is  planning  on taking an appeal and  determining  the costs  attendant
thereto, but all related costs already incurred and awarded were recorded in the
financial statements for the year ended August 31, 1997.

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. The
contemplated  merger is contingent  upon the Company and CCS raising  sufficient
capital  to support  each  Company's  product  development  efforts.  Management
believes  that  this  merger  can offer  benefits  to both  companies  by taking
advantage of economies of scale and elimination of redundant  efforts.  However,
there  can be no  assurance  that the  merger  will be  consummated  or that the
Company will be able to generate the funding required.

Inflation  did not  have a  material  impact  on the  results  of the  Company's
operations for the three months ended November 30, 1997.

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  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  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 the European Economic
Community  (the "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
in  compliance  with Year 2000  capability  requirements.  Management of Electro
presently   believes  that  the  Year  2000  issue  will  not  pose  significant

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<PAGE>


operational  problems 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.





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<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 8, 1998                          Ervin Schoenblum
                                                Acting President and
                                                Chief Operating Officer

                                                /s/Joseph P. Macaluso
                                                ---------------------
Date:  October 8, 1998                          Joseph P. Macaluso
                                                Chief Financial Officer





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