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 November 30, 1996


                             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: 908-382-5600


     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

     As of January 9, 1997, the number of shares outstanding of the Registrant's
common stock was 6,373,711 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
                    November 30, 1996 and August 31, 1996              1


                Condensed Comparative Statements of Operations -
                    Three Months Ended November 30, 1996
                      and November 30, 1995                            2


                Condensed Comparative Statements of Cash Flows -
                    Three Months Ended November 30, 1996 and
                      November 30, 1995                                3


                Notes to Condensed Financial Statements                4


Item 2.         Management's Discussion and Analysis of
                  Financial Condition and Results of Operations      5 - 7


PART II. OTHER INFORMATION

Item 6.         Exhibits and Reports on Form 8-K                       7

         SIGNATURES                                                    8

         INDEX TO EXHIBITS                                             9




<PAGE>




<TABLE>

 
                          ELECTRO-CATHETER CORPORATION
                      CONDENSED COMPARATIVE BALANCE SHEETS
                      November 30, 1996 and August 31, 1996
<CAPTION>

                                                                                November 30                             August 31
                                                                                    1996                                  1996
                              ASSETS                                            (Unaudited)
<S>                                                  <C>                     <C>                   <C>                <C>    

Current assets:
  Cash and cash equivalents                                                  $    161,137                               275,283
  Accounts receivable, net                                                        910,558                             1,016,201
  Inventories
    Finished goods                                   1,053,344                                     954,997
    Work-in-process                                    457,853                                     490,396
    Materials and supplies                             433,225                                     416,786
                                                     ---------                                   ---------
    Total inventories                                                           1,944,422                             1,862,179
    Prepaid expenses and
         other current assets                                                      83,967                                64,344
                                                                                ---------                            ----------

   Total current assets                                                         3,100,084                             3,218,007

Property, plant and equipment, net                                                560,832                               551,698
Other assets, net                                                                 121,152                               123,407
                                                                               ----------                             ---------

Total assets                                                                    3,782,068                             3,893,112
                                                                                =========                             =========

          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current installments of subordinated
          debentures due to T-Partnership                                         300,000                               300,000
   Current installments of capitalized lease
          obligations                                                               8,075                                 7,489
   Deferred revenues                                                                    -                               144,293
   Accounts payable and accrued expenses                                          849,909                               741,479
                                                                                 --------                              --------
Total current liabilities                                                       1,157,984                             1,193,261

Subordinated debentures due to
          T-Partnership, excluding current
              installments                                                      1,372,125                             1,447,125
Capitalized lease obligation, excluding
          current installments                                                     35,334                                37,756
                                                                                ---------                             ---------

Total liabilities                                                               2,565,443                             2,678,142
                                                                                ---------                             ---------

Stockholders' equity:
   Common stock                                                                   637,371                               637,371
   Additional paid-in capital                                                  10,679,316                            10,679,316
   Accumulated deficit                                                        (10,100,062)                          (10,101,717)
                                                                             ------------                          ------------

  Total stockholders' equity                                                    1,216,625                             1,214,970
                                                                                ---------                             ---------
  Total liabilities and stockholders'
     equity                                                                   $ 3,782,068                             3,893,112
                                                                                =========                             =========
See accompanying notes to condensed financial statements.

</TABLE>

                                                                  1

<PAGE>


<TABLE>


                                                     ELECTRO-CATHETER CORPORATION

                                            CONDENSED COMPARATIVE STATEMENTS OF OPERATIONS
                                                              (Unaudited)


<CAPTION>
                                                                      Three Months Ended
                                                                         November 30,

                                                                 1996                        1995
                                                                 ----                        ----
<S>                                                         <C>                           <C>                 
Net revenues, including product sales,
    research and development revenues
    and license fees                                        $ 1,677,750                   1,825,993
Cost of revenues                                                814,995                     894,897
                                                                -------                     -------

        Gross profit                                            862,755                     931,096

Operating expenses:
 Selling, general and administrative                            593,833                     788,036
 Research and development                                       212,567                     277,336
                                                                -------                     -------


        Operating income (loss)                                  56,355                    (134,276)


Other income (expenses):
    Interest income                                                   -                          86
    Interest expense                                            (54,700)                    (43,544)
                                                                -------                     -------

        Net profit (loss)                                   $     1,655                    (177,734)
                                                                  =====                    ========

Net loss per common share                                   $      0.00                       (0.03)
                                                                   ====                       =====

Dividends per share                                                None                        None

Weighted average shares outstanding                           6,373,711                   6,344,584
                                                              =========                   =========



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>
                                                                                           1996                         1995
                                                                                           ----                         ----
<S>                                                                                 <C>                           <C>   
Increase (decrease) in cash: 
    Cash flows from operating activities:
    Cash received from customers                                                    $ 1,639,100                    1,814,777
    Cash paid to vendors and employees                                               (1,582,599)                  (2,260,223)
    Interest received                                                                         -                           86
    Interest paid                                                                       (53,364)                     (41,461)
                                                                                       --------                      -------
    Net cash provided by (used in)
        operating activities                                                              3,137                     (486,821)

Cash flows from investing activities:
    Cash purchases of property, plant and
       equipment                                                                        (40,447)                      (9,086)
                                                                                        -------                       ------

Net cash used in investing activities                                                   (40,447)                      (9,086)
                                                                                        -------                       ------

Cash flows from financing activities:
    Proceeds from loan and warrants
       from T-Partnership                                                                     -                      300,000
    Repayment of debentures and capitalized
       lease obligations                                                                (76,836)                     (13,055)
                                                                                        -------                      -------

    Net cash (used in) provided by
        financing activities                                                            (76,836)                     286,945
                                                                                        -------                      -------

Net decrease in cash                                                                   (114,146)                    (208,962)
Cash at beginning of period                                                             275,283                      304,385
                                                                                        -------                      -------
Cash at end of period                                                                 $ 161,137                       95,423
                                                                                       ========                    =========

Net profit (loss)                                                                     $   1,655                     (177,734)

    Adjustments:
       Depreciation                                                                      31,313                       30,637
       Amortization                                                                       2,083                        2,083

    Changes in assets and liabilities:
       Decrease in accounts receivable, net                                             105,643                          799
       Increase in inventories                                                          (82,243)                    (153,095)
       Increase in prepaid expenses and
          other current assets                                                          (19,623)                     (28,561)
       Decrease in other assets                                                             172                        8,396
       Decrease in deferred revenues                                                   (144,293)                           -
       Increase (decrease) in accounts payable
          and accrued expenses                                                          108,430                     (169,346)
                                                                                        -------                     --------

Net cash provided by (used in) operating
          activities                                                                  $   3,137                     (486,821)
                                                                                       ========                     ========

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 as of November 30, 1996, the results of operations
for the  three  months  ended  November  30,  1996  and  November  30,  1995 and
statements  of cash  flows for the three  months  ended  November  30,  1996 and
November  30,  1995,  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, 1996.




                                        4

<PAGE>



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

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

     Electro-Catheter  Corporation has continued to investigate opportunities to
capitalize  on its  catheter  technology  and  manufacturing  capabilities.  The
Company  realized a profit in the first  quarter of fiscal year 1997 as a result
of sales  generated from some of these  arrangements  as well as from other cost
reduction measures.  However, there is no assurance that such opportunities will
continue to materialize and that the Company can remain profitable.

     Net  revenues,  which  includes  revenues of $144,293  from a research  and
development  agreement and $32,000 from a licensing agreement for certain of the
Company's  technology,  decreased  $148,243  (8.1%) for the three  months  ended
November  30, 1996 as compared to the three  months  ended  November  30,  1995.
Direct domestic sales decreased  $154,756  (13.4%) for this period primarily due
to lower  demand  for the  Company's  multi-function  and  steerable  catheters,
combined  with a loss of some  field  sales  personnel  who  have  not yet  been
replaced.  International  sales  decreased  $156,383  (26.1%)  primarily  due to
decreased sales of the Company's electrophysiology products.

     During recent  months,  the Company has devoted a  significant  part of its
engineering efforts to its research and development customer and other long-term
projects.  This strategy has adversely  affected  sales in the  short-term,  but
management  anticipates that such a strategy will yield favorable results in the
longer-term.  The Company continues to explore solutions for the  catheter-based
problems of the electrophysiologist.

     Gross profit  dollars  decreased  $68,341 (7.3%) for the three months ended
November  30,  1996 as  compared  to the same  period  of the prior  year.  This
decrease is primarily  attributed  to the lower sales  volume.  The gross profit
percentage for the three months ended November 30, 1996 was 51.4% as compared to
51.0% for the same  period of the prior  year.  In  October  1996,  the  Company
reduced  the  number of its  production  employees  in line  with the  decreased
demand.

     Selling, general and administrative expenses decreased $194,203 (24.6%) for
the three months  ended  November 30, 1996 as compared to the three months ended
November 30, 1995. This decrease primarily reflects lower domestic marketing and
selling expenses as a result of the loss of some field sales personnel that have
not yet been replaced.

     Research and development  expenses  decreased $64,769 (23.4%) for the three
months ended November 30, 1996 as compared to the same period of the prior year.
This decrease is primarily attributed to lower material purchases as well as the
allocation of  engineering  resources to a contracted  research and  development
project.  The costs associated with these billable  arrangements are included in
cost  of  revenues  in  the  accompanying  condensed  comparative  statement  of
operations.  The  aforementioned  decreases  were  partially  offset  by  higher
expenses for new personnel.

                                        5

<PAGE>



     Interest  expense  increased   primarily  as  a  result  of  the  increased
borrowings from the T-Partnership.

     The net profit for the three months  ended  November 30, 1996 was $1,655 or
$0.00 per share as compared to a net loss of $177,734 or $0.03 per share for the
three months ended November 30, 1995.


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

     At November 30, 1996,  working capital decreased $82,646 to $1,942,100 from
August 31, 1996. The current ratio remained at 2.7 to 1 at November 30, 1996, as
it was on August 31, 1996. Net cash provided by operating  activities was $3,137
for the three  months ended  November  30, 1996 as compared to $486,821  used in
operating  activities  for the  three  months  ended  November  30,  1995.  This
improvement is primarily attributed to the reduction in the Company's losses and
the decrease in accounts  receivable and the increase in accounts  payable.  The
Company  was able to  satisfy  its cash  requirements  from funds  received  for
research and development work, cost reduction measures,  especially in the sales
and marketing area where some sales  personnel have not been replaced,  and cash
on hand.  Expenses will increase as a result of having hired  additional  sales,
engineering and regulatory personnel.

     The Company's  ability to continue  with its plans is  contingent  upon its
ability to obtain  sufficient cash flow from operations or to obtain  additional
financing.  The Company  continues to evaluate its plans and adopt  certain cost
reduction measures,  where appropriate.  However, there can be no assurance that
the Company will be able to generate sufficient funding for its needs.

     On  August  31,  1995,  the  Company  entered  into an  agreement  with the
T-Partnership to borrow an additional $500,000 (Lending  Agreement).  In January
1996,  the  Company  and the  T-Partnership  agreed  to a  restructuring  of its
financing  agreement.  The T-Partnership  advanced an additional $200,000 to the
Company  and  agreed to defer  interest  payments  for a period of three  months
(interest payments were added to the outstanding  principal on the T-Partnership
indebtedness).  The total  indebtedness due to the T-Partnership at November 30,
1996 was $1,672,125.

     The rate of interest on the debt is 12% per annum and is payable monthly on
any  outstanding  balance.  Principal  payments of $25,000 began on September 1,
1996. Any remaining balance is due on August 1, 2001. The loan is secured by the
Company's property, building, accounts receivable, inventories and machinery and
equipment.  The  Company is to prepay the  outstanding  balance in the event the
Company is merged into or consolidated  with another  corporation or the Company
sells all or substantially all of its assets.

     In exchange for the additional  advances,  the Company agreed that if it is
not in compliance with certain  financial  covenants,  to be tested on a monthly
basis,  the  T-Partnership  may  declare  an Event  of  Default  and  accelerate
repayment of the  indebtedness.  As of August 31,  1996,  the Company was not in
compliance  with this  financial  covenant.  However,  on December 16, 1996, the
T-Partnership  agreed not to exercise its right to  accelerate  the repayment of
indebtedness  through September 1, 1997 as a result of  non-compliance  with the
aforementioned  financial  covenant and the nonpayment of the December principal
payment or any future principal payments due in the 1997 fiscal year.

                                        6

<PAGE>

     In June 1996, Electro-Catheter  Corporation received an advance of $300,000
from  an   unrelated   company  to  perform   research   and   development   and
pre-production.    In   September   1996,   the   Company   reached   a   verbal
agreement-in-principle with this company to perform research and development and
production  for a  period  of one  year  for a  monthly  fee of  $150,000.  This
arrangement  has not yet been  reduced to writing  and remains  non-binding.  In
December 1996, the Company received an additional  advance of $150,000 from this
company.

     In October 1996, the Company reached an agreement to license certain of its
technology  to another  medical  device  company that is in a market  segment in
which the Company does not  participate.  This agreement is currently verbal and
has not been  finalized.  In the first quarter of fiscal year 1996,  the Company
received  $32,000 in license  fees from this  company and in December  1996,  it
received an additional  $32,000.  The final payment of $32,000 is to be received
upon the attainment of a milestone by the customer.

     The  aforementioned  agreements  include  the  opportunity  to  manufacture
products,  which should  increase plant  utilization.  However,  there can be no
assurance  that the  Company  will  receive  the  manufacturing  rights to these
products or be able to manufacture these products.  If manufacturing  rights are
not  received  for one of these  agreements,  then  royalty  payments  are to be
received based on the customer's sales volume.

     Inflation  did not have a material  impact on the results of the  Company's
operations for the three months ended November 30, 1996.


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 to
          Exhibits.

     (b)  During  the  quarter  ended  November 30, 1996,  the  Company  did not
          file any current Reports on Form 8-K.



                                        7

<PAGE>



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  January 14, 1997                       Ervin Schoenblum
      ----------------                       Acting President and
                                             Chief Operating Officer

                                             /s/Joseph P. Macaluso
                                             ---------------------
Date  January 14, 1997                       Joseph P. Macaluso
    ------------------                       Chief Financial Officer





                                       8

<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.


                                        9