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,
                                 1997

                                 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

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

     As of April 7, 1997, the number of shares  outstanding of the  Registrant's
common stock was 6,383,611 shares, $.10 par value per share.

                                       

<PAGE>





                          ELECTRO-CATHETER CORPORATION



                              TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
                                                                            PAGE


Item 1.  Financial Statements (Unaudited):


                Condensed Comparative Balance Sheets
                    February 28, 1997 and August 31, 1996                      1


                Condensed Comparative Statements of Operations -
                    Three and Six Months Ended February 28, 1997
                    and February 29, 1996                                      2


                Condensed Comparative Statements of Cash Flows -
                    Six Months Ended February 28, 1997 and
                    February 29, 1996                                          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
                                                                                 (Unaudited)

                                                                   February 28, 1997 and August 31, 1996
          
<CAPTION>
                                                                      February 28,                           August 31,
                                                                           1997                                 1996
                                                                      -----------                             -------
<S>                                           <C>                    <C>                  <C>                <C>    
ASSETS
Current assets:
  Cash and cash equivalents                                          $    98,783                               275,283
  Accounts receivable, net                                               923,367                             1,016,201
  Inventories
    Finished goods                            833,650                                     954,997
    Work-in-process                           406,185                                     490,396
    Materials and supplies                    433,857                                     416,786
                                            ---------                                   ---------
    Total inventories                                                  1,673,692                             1,862,179
    Prepaid expenses and
         other current assets                                            269,729                                64,344
                                                                      ----------                            ----------

   Total current assets                                                2,965,571                             3,218,007

Property, plant and equipment, net                                       737,621                               551,698
Other assets, net                                                        109,133                               123,407
                                                                      ----------                             ---------

Total assets                                                           3,812,325                             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                                               37,954                                 7,489
   Deferred revenues                                                           -                               144,293
   Accounts payable and accrued expenses                                 834,866                               741,479
                                                                        --------                             ---------
Total current liabilities                                              1,172,820                             1,193,261
Subordinated debentures due to
          T-Partnership, excluding current
          installments                                                 1,347,125                             1,447,125
Capitalized lease obligation, excluding
          current installments                                           192,639                                37,756
                                                                         -------                                ------

Total liabilities                                                      2,712,584                             2,678,142
                                                                       ---------                             ---------

Stockholders' equity:
   Common stock                                                          638,361                               637,371
   Additional paid-in capital                                         10,682,008                            10,679,316
   Accumulated deficit                                               (10,220,628)                          (10,101,717)
                                                                    ------------                          ------------

  Total stockholders' equity                                           1,099,741                             1,214,970
                                                                       ---------                             ---------

  Total liabilities and stockholders'
     equity                                                          $ 3,812,325                             3,893,112
                                                                       =========                             =========
See accompanying notes to condensed financial statements.

</TABLE>

                                                                  1

<PAGE>



<TABLE>

                                                     ELECTRO-CATHETER CORPORATION

                                            CONDENSED COMPARATIVE STATEMENTS OF OPERATIONS
                                                              (Unaudited)


                                                               Three Months Ended                           Six Months Ended

<CAPTION>
                                                        February 28,       February 29,             February 28,       February 29,
                                                               1997               1996                     1997               1996
                                                        -----------        -----------              -----------        -----------

<S>                                                      <C>               <C>                      <C>                 <C>        
Net sales                                                $ 1,741,555       $ 1,953,692              $ 3,419,305         $ 3,779,685
Cost of goods sold                                           961,136           994,388                1,776,131           1,889,285
                                                           ---------       -----------              -----------         -----------

        Gross profit                                         780,419           959,304                1,643,174           1,890,400

Operating expenses:
    Selling, general and administrative                      604,982           746,456                1,198,815           1,534,492
    Research and development                                 235,214           252,013                  447,781             529,349
                                                         -----------       -----------              -----------         -----------

Operating loss                                               (59,777)          (39,165)                  (3,422)           (173,441)

Other income (expenses):
    Interest income                                               --                --                       --                  86
    Interest expense                                         (60,789)          (51,670)                (115,489)            (95,214)
                                                         -----------       -----------              -----------         -----------

        Net loss                                         $  (120,566)       $  (90,835)              $ (118,911)         $ (268,569)
                                                         ===========       ===========              ===========         ===========


Net loss per common share                                $     (0.02)      $     (0.01)             $     (0.02)        $     (0.04)
                                                         ===========       ===========              ===========         ===========

Dividends per share                                           None              None                     None                None

Weighted average shares outstanding                       6,378,661          6,348,778                6,377,247           6,346,586


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 29,
                                                                                           1997                1996
                                                                                           ----                ----
<S>                                                                                  <C>                 <C>        
Increase (decrease) in cash: 
Cash flows from operating activities:
    Cash received from customers                                                     $ 3,494,639          3,595,130
    Cash paid to vendors and employees                                                (3,391,899)        (4,198,973)
    Interest received                                                                          -                  -
    Interest paid                                                                       (112,321)           (59,545)
                                                                                        --------          ---------

    Net cash used in operating activities                                                 (9,581)          (663,388)
                                                                                         -------          ---------

Cash flows from investing activities:
    Cash purchases of property, plant and
       equipment                                                                         (59,824)           (11,298)
                                                                                         -------            -------
Net cash used in investing activities                                                    (59,824)           (11,298)
                                                                                         -------            -------

Cash flows from financing activities:
    Stock purchase plan                                                                    3,682              1,066
    Proceeds from loan from and issuance
       of warrants from T-Partnership                                                          -            400,000
    Reductions of debt and capitalized lease
       obligations                                                                      (110,777)           (13,934)
                                                                                        --------           --------

    Net cash (used in) provided by financing
       activities                                                                       (107,095)           387,132
                                                                                        --------            -------

Net decrease in cash                                                                    (176,500)          (287,554)
Cash at beginning of period                                                              275,283            304,385
                                                                                         -------            -------
Cash at end of period                                                                 $   98,783             16,831
                                                                                          ======             ======

Net loss                                                                              $ (118,911)          (268,569)
    Adjustments:
       Depreciation                                                                       70,026             62,792
       Amortization                                                                        4,167              4,167

    Changes in assets and liabilities:
       Decrease (increase) in accounts receivable, net                                    92,834           (174,555)
       Decrease (increase) in inventories                                                188,487            (84,310)
       Increase in prepaid expenses and
             other current assets                                                       (205,385)           (40,643)
       Decrease in other assets                                                           10,107              8,830
       Decrease in deferred revenues                                                    (144,293)                 -
       Increase (decrease) in accounts
             payable and accrued expenses                                                 93,387           (171,100)
                                                                                          ------           --------

Net cash used in operating activities                                                   $ (9,581)          (663,388)
                                                                                          ======           ========

    Noncash investing and financial activities:
       During the  six  months  ended  February  28,  1997,   capitalized   lease
             obligations of $196,125 were  recognized  when the Company  entered
             into leases for equipment.

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 February 28, 1997, the results of operations
for the three and six months  ended  February 28, 1997 and February 29, 1996 and
statements of cash flows for the six months ended February 28, 1997 and February
29, 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, 1996.

Note 2

     Toward the end of the second quarter,  certain products were damaged during
the sterilization  process as a result of a processing error by the company that
sterilizes  the  Company's  product.  The  extent of the  damage  and the amount
recoverable under any claims against the outside sterilization company are being
investigated. The cost of these products is approximately $165,000 and such cost
is included in "other current assets" in the accompanying balance sheet.

                                        4

<PAGE>



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

Results of Operations

     Net revenues,  which includes research and development  revenue of $159,471
and $64,000 from licensing certain of the Company's technology to third parties,
decreased  $212,137  (10.9%) for the three  months  ended  February  28, 1997 as
compared to the three months ended  February 29, 1996.  For the six months ended
February 28, 1997 net revenues,  which includes research and development revenue
of $303,764  and $96,000 from  licensing  certain of the  Company's  technology,
decreased  $360,380 (9.5%) as compared to the same six-month period in the prior
fiscal year.  Direct  domestic  sales  decreased  $218,700  (17.6%) and $375,360
(15.7%),  respectively,  for the three and six months ended February 28, 1997 as
compared to the same periods last year.  These  decreases are primarily due to a
decline in sales of the  Company's  electrophysiology  products and lower demand
for some of the Company's older products. International sales decreased $232,385
(33.2%) and $388,768 (29.9%),  respectively, for the same periods which, for the
most   part,   is   attributed   to  a  decline   in  sales  of  the   Company's
electrophysiology products.

     During  recent  months,  the Company has  devoted  most of its  engineering
efforts  to  its  research  and   development   customer,   original   equipment
manufacturers  (OEM) customers and other long-term  projects.  This strategy has
affected sales in the short-term,  but management  hopes that such strategy will
yield more  positive  results in the  long-term  as the Company  emphasizes  and
continues to investigate  opportunities to capitalize on its catheter technology
and manufacturing capabilities.

     Gross  profit  dollars  decreased  $178,884  (18.6%) and  $247,226  (13.1%)
respectively,  for the three and six months ended  February 28, 1997 as compared
to the same periods last year.  This  decrease is  primarily  attributed  to the
lower volume manufactured.  The gross profit percentage for the six months ended
February  28, 1997 was 48.1% as compared to 50.0% for the same period last year.
In October 1996, the Company reduced its manufacturing  force as a result of the
decreased demand. This decrease in production will continue to negatively impact
gross profit.

     Selling, general and administrative expenses decreased $141,564 (19.0%) and
$335,677 (21.9%),  respectively, for the three and six months ended February 28,
1997 as compared to the three and six months  ended  February  29,  1996.  These
decreases  primarily reflect lower domestic  marketing and selling expenses as a
result of the loss of field sales personnel that have not yet been replaced.

     Research and  development  expenses  decreased  $16,799  (6.7%) and $81,568
(15.4%) for the three and six months ended  February 28, 1997 as compared to the
same period last year.  The decrease is primarily  attributed to the transfer of
expenses to costs of revenues  associated with billable research and development
activities  performed  for a third  party and lower  material  purchases.  These
decreases were partially offset by higher expenses for new personnel.

     Interest expense increased primarily as a result of the higher loan balance
to the  T-Partnership  and interest costs  associated  with the financing of new
capital equipment.



                                        5

<PAGE>



     The net loss for the three months  ended  February 28, 1997 was $120,566 or
$.02 per share as compared to a loss of $90,835 or $0.01 per share for the three
months ended February 29, 1996.

     The net loss for the six months  ended  February  28, 1997 was  $118,911 or
$.02 per share as  compared to a net loss of $268,569 or $0.04 per share for the
six months ended February 29, 1996.

Liquidity and Capital Resources

     At February 28, 1997, working capital decreased $231,995 to $1,792,751 from
August 31, 1996. The current ratio was 2.5 to 1 at February 28, 1997 as compared
to 2.7 to 1 at August 31, 1996. Net cash used in operating activities was $9,581
for the six months  ended  February  28, 1997 as  compared  to $663,388  used in
operating   activities  for  the  six  months  ended  February  29,  1996.  This
improvement is primarily attributed to the reduction in the Company's losses for
the six-month period 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 performed for third parties,
cost-saving  measures,  especially  in the sales and  marketing  area where some
sales personnel have not been replaced, and cash on hand.

     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-saving  measures,  when and  where  appropriate.  However,  there can be no
assurance that the Company will be able to generate the funding required.

     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 February 28,
1997 was $1,647,125. On April 10, 1997, the T-Partnership advanced an additional
$100,000  to the  Company  on the  same  terms  and  conditions  as the  Lending
Agreement, except that no additional warrants were issued.

     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, the Company received an advance of $300,000 from an unrelated
company to perform research and development projects and pre-production work. 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 been  reduced to a
mutually agreed upon Term Sheet from which a formal  agreement is intended to be
reached.  In December  1996 and March  1997,  the  Company  received  additional
advances 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 has been finalized.  For
the six months ended February 28, 1997, the Company  received all of the $96,000
in license fees from this company as per the terms of this arrangement.

     The aforementioned  agreements include the opportunity to manufacture third
party products which could 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 upon the customer's sales volume.

     Inflation  did not have a material  impact on the results of the  Company's
operations for the six months ended February 28, 1997.

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 February 28, 1997, 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   April 14, 1997                Ervin Schoenblum
                                     Acting President & Chief Operating Officer


                                     /s/Joseph P. Macaluso
                                     ---------------------
Date  April 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