UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                    FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended            June 30, 1996

                                   OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from                 to

Commission file number                      0-10574

                        CARDIAC RESUSCITATOR CORPORATION
             (Exact name of registrant as specified in its charter)

          OREGON                                       22-2305475
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification No.)

  9 Entin Road, Parsippany, New Jersey                        07054
(Address of principal executive offices)                    (Zip code)

                                          (201)884-5800
              (Registrant's telephone number, including area code)

  (Former  name, former address, and former fiscal year, if changed  since  last
report.

   Indicate by check mark whether the registrant (1) has filed all reports 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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

   Indicate by check mark whether the registrant has filed all documents  and
reports  required to be filed by Sections 12, 13 or 15(d) of  the  Securities
Exchange  Act  of 1934 subsequent to the distribution of securities  under  a
plan confirmed by a court.    
[ ] Yes     [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

  Indicate the number of shares outstanding of common stock at June 30, 1996:
17,971,775.

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
                        CARDIAC RESUSCITATOR CORPORATION
                                        
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<CAPTION>
                                   Six Months Ended        Three Months Ended
                                      June  30,                  June 30,
                                    1996        1995         1996       1995


<S>                            <C>          <C>           <C>        <C>
Net  revenues. . . . . . . . . $  150,000   $  175,700    $150,000   $  75,600

Selling, general &
 administrative expenses . . .      3,900        3,900       2,000       1,900

Interest income - net  . . . .    (14,900)      (2,700)     (6,800)     (1,800)

                                  (11,000)       1,200      (4,800)        100

Net Earnings. . . . . . . . .  $  161,000   $  174,500  $  154,800   $  75,500

Net earnings per common share: $      .01   $      .01  $      .01   $      --
Weighted average number of 
 common shares outstanding. .  17,971,775   17,971,775  17,971,775   17,971,775

The accompanying notes are an integral part of the interim financial statements.
</TABLE>

<TABLE>
                     CARDIAC RESUSCITATOR CORPORATION
 
                              BALANCE SHEETS
                                (Unaudited)
 
<CAPTION>
                                             June 30,      December 31,
                                               1996            1995

 ASSETS
 Current Assets:
   <S>                                     <C>             <C>
   Cash and cash equivalents. . . . . .    $    598,300    $    587,300
   Royalty receivable . . . . . . . . .         150,000               -
 
      Total current assets. . . . . . .         748,300         587,300
 
   TOTAL. . . . . . . . . . . . . . . .    $    748,300    $    587,300
 
 LIABILITIES
 Current Liabilities:
   Accounts payable and accrued
     expenses . . . . . . . . . . . . .    $      1,300    $      1,300
   Advances from Emerson Radio Corp.. .         131,700         131,700
 
     Total current liabilities. . . . .         133,000         133,000
 
 SHAREHOLDERS' EQUITY
 Preferred stock--par value $10.00
   per share; authorized 500,000
   shares; issued and outstanding
   500,000 shares . . . . . . . . . . .       5,000,000       5,000,000
 Common stock--no par value; authorized
   20,000,000 shares; issued and
   outstanding 17,971,775 shares  . . .         678,400         678,400
 Additional paid-in capital . . . . . .      20,376,300      20,376,300
 Accumulated deficit. . . . . . . . . .     (25,439,400)    (25,600,400)
 
     Total shareholders' equity . . . .         615,300         454,300
 
   TOTAL. . . . . . . . . . . . . . . .    $    748,300    $    587,300
 
 
 The  accompanying  notes  are  an integral part of  these  interim  financial
 statements.
 
</TABLE>
 
<TABLE>
 
                     CARDIAC RESUSCITATOR CORPORATION
 
                          STATEMENTS OF CASH FLOWS
                                (Unaudited)
<CAPTION>
 
                                                     Six Months Ended
                                                        June 30,
                                                    1996        1995
 
 Cash Flows from Operating Activities:
 
   <S>                                           <C>          <C>
   Net cash provided by operating
     activities . . . . . . . . . . . . . . .    $ 11,000     $  165,500
 
 Net increase in cash and cash
   equivalents. . . . . . . . . . . . . . . .      11,000        165,500
 Cash and cash equivalents at beginning
   of year  . . . . . . . . . . . . . . . . .     587,300        315,900
 
 Cash and cash equivalents at end of period .    $598,300     $  481,400
 
 Supplemental disclosure of cash flow
   information:
 
   Interest paid  . . . . . . . . . . . . . .    $    ---     $      ---
 
 
 The accompanying notes are an integral part of the interim financial
 statements.
</TABLE>
 
 
                         CARDIAC RESUSCITATOR CORPORATION
                                        
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                   (Unaudited)
                                        
NOTE 1

       The  unaudited  interim  financial  statements  reflect  all  adjustments
(consisting  only of normal recurring adjustments) that management believes  are
necessary  for a fair presentation of the results of operations for the  periods
being  reported. The unaudited interim financial statements have  been  prepared
pursuant  to the rules and regulations of the Securities and Exchange Commission
and  consequently  do not include all of the disclosures normally  made  in  the
Cardiac Resuscitator Corporation ("the Company") annual Form 10-K filing.

NOTE 2

      As described below, the Company's liquidity had been adversely affected by
the bankruptcy of Truvel Corporation ("Truvel").

      From  July  1989  to  June  1990, the Company  had  been  engaged  in  the
performance  of consulting services with respect to the strategic marketing  and
sale    and   attendant   financial   considerations   of   medical   electronic
instrumentation  and devices for Truvel, a concern engaged in  the  development,
manufacture and sale of electronic digitizing image scanners. Such services were
performed pursuant to a two year agreement entered into in June 1989 between the
Company and Truvel providing for the Company's performance of the aforementioned
consulting  services  on  Truvel's  behalf for  an  aggregate  consideration  of
$240,000.  Contemporaneously  with its entrance  into  such  an  agreement,  the
Company  acquired  a  $750,000  equity  interest  in  Truvel.  As  part  of  the
investment, the Company received a distribution of 139,993 shares of Vision  Ten
Inc. ("Vision Ten") common stock. On June 5, 1990, Truvel instituted a voluntary
proceeding  under Chapter 11 of the Bankruptcy Code for the Central District  of
California.  On  September  4,  1990, a plan  of  re-organization  was  approved
providing  for  the sale of Truvel's assets and the cancellation of  all  common
shares.  Based  on the bankruptcy court decision, the Company has  not  received
revenues  from  Truvel and has written off its investment in Truvel  aggregating
$708,000.  Therefore,  no consulting revenues have been  recognized  since  June
1990. In October 1991, the Company sold 12,000 shares of Vision Ten common stock
for  net  proceeds  of  $4,800, resulting in a net gain of $1,200.  The  Company
subsequently sold all remaining Vision Ten common stock in January 1992 for  net
proceeds of $65,400, resulting in a net gain of $27,000.

      As  a consequence of Truvel's insolvency proceeding, commencing June 1990,
the Company began to pursue acquisitions or other business opportunities.  There
are  currently no specific plans or understandings to cause the Company to  make
any  specific acquisition or enter into any specific business opportunity.   The
Company's current operating activities consist of licensing patents relating
to the medical electronics business which it sold  in June  1988
(the  "Asset  Sale").  The Company's  medical  electronics  business
consisted  of  the development, manufacture, and sale of portable  devices  that
electronically identified in human beings ventricular fibrillation and/or severe
slowing  of  the  heart  and provided such patients with appropriate  electrical
treatment by means of defibrillation shock or pacing stimulation.

     As part of the terms of the Asset Sale, the Company was entitled to receive
minimum  royalties of $150,000 in each of the three years ending June 30,  1991.
In  the  contract  year  ended June 30, 1991, the Company recognized  additional
royalties in excess of the minimum royalty level. The minimum  royalty  was  not
exceeded in the  contract years  ended June 30, 1990 and 1989. The royalties  to
be earned under the Asset Sale extend to the expiration date of the patents. See
Note 7 for Subsequent Events.

      The  Company has received funding from Emerson Radio Corp. ("Emerson")  in
prior  years; however, on September 29, 1993, Emerson filed a Voluntary Petition
for  Reorganization  under Chapter 11 of the Bankruptcy Code.  Although  Emerson
emerged from bankruptcy on March 31, 1994, it is unlikely that the Company  will
receive any funding from Emerson for the Company's operations. All advances from
Emerson  since  June  30,  1988  have been non-interest  bearing.  Emerson  owns
approximately  79%  of the Company's outstanding common stock and  approximately
92% of the Company's voting power.

      The Company believes that cash flow from operations and the available cash
balance  will  be sufficient to maintain the Company's operations for  the  next
year.

NOTE 3

     Through August 15, 1994, the Company was in default of its 11 1/2%
convertible subordinated note  (the "Note"), due to its inability  to 
maintain  a  minimum current ratio of 1.25 and for failure to make required
sinking fund payments due annually  on  May 1 from 1987 to 1991 and aggregating
$500,000  through  May  1, 1991.  In  addition,  the  Company elected not to
make  scheduled  interest  and principal payments aggregating
$528,600 that were due on May 1, 1992.  In  April 1993, the holder
of the Note (the "Noteholder") made a formal demand for payment
of  the principal sum of $500,000 plus interest of $81,300 accrued through March
31,  1993.  Accordingly, the principal balance of the  Note  in  the  amount  of
$500,000 was classified as a current liability. In August 1994, the Company  and
the  Noteholder agreed to settle the Note in full satisfaction of the  Company's
obligations for $500,000 in cash. The Note was paid  in  full  on
August  16, 1994. As a result,  the  Company  recognized  an extraordinary
gain on the extinguishment of debt of $153,100 in the  year  ended
December 31, 1994. The Note was convertible into a maximum of 166,667 shares  of
the  Company's  common  stock.  The  Note  also  contained  various  restrictive
covenants  related  to  the payment of dividends and repurchase  of  its  common
stock.  The  Note  was  guaranteed by Emerson, but Emerson  was  precluded  from
satisfying such guarantee due to certain restrictions created in connection with
its bankruptcy proceeding and reorganization.

      A  15%  promissory note issued by Emerson, which was converted  to  common
stock on February 6, 1986, was issued with warrants of the Company to acquire up
to  450,000  shares of the Company's common stock. The warrants were exercisable
at $6 per share and expired on May 1, 1992.

NOTE 4

(A)  Statements of Cash Flows:

      For  purposes of the statements of cash flows, short-term investments with
maturities of three months or less at the time of purchase are considered to  be
cash equivalents.

(B)  Income Taxes:

      Emerson, as a result of owning at least 80% of the Company's common stock,
included the Company's results of operations in its consolidated tax returns and
has  utilized  all  of the Company's operating losses from August  30,  1979  to
November  30,  1982.  The Company has not received, nor expects  to  receive,  a
benefit from Emerson for its use of these losses. As a result, these losses  are
not available to the Company to offset any taxable income which may be earned in
future  years. On December 1, 1982, Emerson's ownership of the Company decreased
to  approximately  74%.  As  a  result, for Federal  income  tax  purposes,  the
Company's results of operations for the period December 1, 1982 to June 6,  1984
have  not been included in Emerson's consolidated tax return and the accumulated
operating  losses of $5,193,700 for the period are available to the  Company  to
offset any taxable income earned through 1999. Since June 6,  1984, Emerson  has
controlled in excess of 80% of the shares of the Company in terms of both voting
power  and  value.  As a result, Emerson has included the Company's  results  of
operations in its consolidated tax returns for periods subsequent to  that  date
and  has  utilized substantially all of the Company's net operating losses  from
June 6, 1984 to June 30, 1996. The  Company has  not  received, nor  expects  to
receive,  a benefit  from  Emerson for use of these losses. The Company  has
not  paid  any income taxes for the six month periods ended June 30, 1996 and
1995.

(C)  Earnings Per Share:

     Earnings per common share is based on the weighted average number of shares
outstanding during each of the periods.

NOTE 5

     In  June 1984, the Company's Board of Directors adopted a stock grant  plan
pursuant  to  which  100,000 shares of common stock were reserved  for  issuance
under the Plan. At March 31, 1995 the Company had issued 69,667 shares of common
stock pursuant to the Plan.

NOTE 6

     In September 1984, the Company's Articles of Incorporation were amended  to
include  the  authority to issue 500,000 shares of preferred stock  with  a  par
value  of $10.00 per share. Each preference share shall have 60 votes per  share
for  each corporate matter on which shareholders may vote. The Company  may,  on
not less than 10 days' prior written notice to the holders of preference shares,
redeem  all  or  any portion of the preference shares at a redemption  price  of
$10.00  per  share  plus declared and unpaid dividends, if any.  The  preference
shares  do  not  have  preemptive rights. The holders of preference  shares  are
entitled  to  non-cumulative dividends at the rate of $.80  per  share,  payable
semiannually  when,  as  and if declared by the Board of  Directors  before  any
dividends  are  paid  on  common  shares.  In  the  event  of  any  liquidation,
dissolution, or winding up of the Company, either voluntary or involuntary,  the
holder of the preference shares is entitled, after provision for payment of  the
Company's debts and other liabilities, to a liquidation preference of $10.00 per
share.  Initially, each preference share is convertible into 1-1/3 common shares
of  the Company, at any time (an effective conversion price of $7.50 per share),
subject  to  adjustment to protect against dilution. Emerson  purchased  150,000
shares  of the preferred stock on September 6, 1984 and converted certain  notes
payable into 350,000 shares of preferred stock on February 6, 1986.

NOTE 7 - SUBSEQUENT EVENTS

      In  December  1996, the Company sold its patents relating to  the  medical
electronics business for $81,625.  Therefore, the Company will no longer receive
royalty revenue effective October 1, 1996.
                                        
                        CARDIAC RESUSCITATOR CORPORATION
                                        
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                       OPERATIONS AND FINANCIAL CONDITION
                                        
ITEM   2.   Management's  Discussion  and  Analysis  of  Results  of  Operations
and Financial Condition

RESULTS OF OPERATIONS

      Net  revenues were $150,000 for both the three and six month periods ended
June  30, 1996, as compared to $75,600 and $175,700, respectively, for the  same
periods  last  year. Net revenues for the three months ended June 30,  1996  are
based  on  the  estimated  number of units sold  during  the  period,  which  is
currently under audit.

      Interest  income increased $5,000 and $12,200 in the three and  six  month
periods ended June 30, 1996, respectively, as compared to the same periods  last
year.  The increase was related to the investment of a higher proportion of  the
available cash balance in an interest bearing account.

      As  a  result  of  the foregoing factors, net earnings were  $154,800  and
$161,000  for the three and six month periods ended June 30, 1996, respectively,
in  comparison  to net earnings of $75,500 and $174,500, respectively,  for  the
same periods last year.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities for the six months ended June 30,
1996 was $11,000, attributable to net earnings on short term investments.

      There  were no financing or investing activities for the six months  ended
June 30, 1996.

      Through  August  15,  1994, the Company was in  default  of  its  11  1/2%
convertible  subordinated note (the "Note") due to its inability to  maintain  a
minimum  current  ratio  of 1.25 and for failure to make required  sinking  fund
payments  due  annually  on  May 1 from 1987 to 1991  and  aggregating  $500,000
through  May  1,  1991. In addition, the Company elected not to  make  scheduled
interest  and principal payments aggregating $528,600 that were due  on  May  1,
1992. In April 1993, a formal notice of demand for payment of the principal  sum
of $500,000 plus interest of $81,300 accrued through March 31, 1993 was received
by  the Company from the holder of the Note (the "Noteholder"). In August  1994,
the Company and the Noteholder agreed to settle the Note in full satisfaction of
the  Company's obligations for $500,000 in cash. The Note was paid  in  full  on
August  16,  1994.  The  Note was guaranteed by Emerson,  which  currently  owns
approximately  79%  of the Company's outstanding common stock and  approximately
92%  of  the  Company's  voting  power.  However,  Emerson  was  precluded  from
satisfying such guarantee due to certain restrictions created in connection with
its bankruptcy proceeding and reorganization.

      From  July  1989  to  June  1990, the Company  had  been  engaged  in  the
performance  of consulting services with respect to the strategic marketing  and
sale    and   attendant   financial   considerations   of   medical   electronic
instrumentation  and devices for Truvel, a concern engaged in  the  development,
manufacture and sale of electronic digitizing image scanners. Such services were
performed pursuant to a two year agreement entered into in June 1989 between the
Company and Truvel providing for the Company's performance of the aforementioned
consulting  services  on  Truvel's  behalf for  an  aggregate  consideration  of
$240,000.  Contemporaneously  with its entrance  into  such  an  agreement,  the
Company  acquired  a  $750,000  equity  interest  in  Truvel.  As  part  of  the
investment, the Company received a distribution of 139,993 shares of Vision  Ten
Inc. ("Vision Ten") common stock. On June 5, 1990, Truvel instituted a voluntary
proceeding  under Chapter 11 of the Bankruptcy Code for the Central District  of
California.  On  September  4,  1990,  a plan  of  reorganization  was  approved
providing  for  the sale of Truvel's assets and the cancellation of  all  common
shares.  Based  on the bankruptcy court decision, the Company has  not  received
revenues  from  Truvel and has written off its investment in Truvel  aggregating
$708,000.  Therefore,  no consulting revenues have been  recognized  since  June
1990. In October 1991, the Company sold 12,000 shares of Vision Ten common stock
for  net  proceeds  of  $4,800, resulting in a net gain of $1,200.  The  Company
subsequently sold all remaining Vision Ten common stock in January 1992 for  net
proceeds of $65,400, resulting in a net gain of $27,000.

      As  a consequence of Truvel's insolvency proceeding, commencing June 1990,
the Company began to pursue acquisitions or other business oppor-tunities. There
are  currently no specific plans or understandings to cause the Company to  make
any  specific  acquisition or enter into any specific business opportunity.  The
Company's current operating activities consist of licensing patents relating  to
the  medical electronics business which it sold in June 1988 (the "Asset Sale").
The  Company's  medical  electronics  business  consisted  of  the  development,
manufacture,  and  sale  of portable devices that electronically  identified  in
human  beings  ventricular fibrillation and/or severe slowing of the  heart  and
provided  such  patients  with  appropriate electrical  treatment  by  means  of
defibrillation shock or pacing stimulation.  As part of the terms of  the  Asset
Sale, the Company was entitled to receive minimum royalties of $150,000 in  each
of  the  three years ending June 30, 1991. In the contract year ended  June  30,
1991,  the  Company  recognized additional royalties in excess  of  the  minimum
royalty level. The minimum royalty was not exceeded in the contract years  ended
June 30, 1990 and 1989. The royalties earned under the Asset Sale extend to  the
expiration date of the patents.

      In December 1996, the Company sold its patents relating to the medical
electronics business for $81,625.  Therefore, the Company will no longer receive
royalty revenue effective October 1, 1996.

      The Company has received funding from Emerson in prior years; however,  it
is  unlikely  that  the Company will receive any funding from  Emerson  for  the
Company's  operations. The Company believes that cash flow from  operations  and
the  available  cash  balance  will  be sufficient  to  maintain  the  Company's
operations for the next year.

      As  a  result  of  the termination of its consulting  activities  and  the
composition  of  its  assets, the Company could be deemed to  be  an  investment
company  for  the  purposes of the Investment Company Act of  1940,  as  amended
("1940  Act"). If such a determination were made, the Company would be  required
to  register  as  an  investment company under the 1940  Act.  The  Act  imposes
restrictions as to an investment company's name, capital structure, issuance  of
its  securities, investments, constitution of its board of directors, and  power
to  declare dividends and select accountants and financial officers, as well  as
to  the  rights  of  its shareholders to vote. In addition,  the  1940  Act,  if
applicable,  would  require the Company to register under the  1940  Act  as  an
Investment   Company,  adopt a specific form of corporate structure  and  comply
with certain burdensome reporting, record keeping, voting, proxy, disclosure and
other  rules  and  regulations. If the Company were to be  characterized  as  an
investment  company for purposes of the 1940 Act, the failure by the Company  to
satisfy  regulatory requirements, whether on a timely basis  or  at  all,  would
under certain circumstances, have a material adverse effect on the Company.

                      CARDIAC RESUSCITATOR CORPORATION

                                  PART II

                             OTHER INFORMATION



ITEM 6.   Exhibits and Reports on Form 8-K.


          (a)  Exhibits:

               Exhibits pursuant to provisions of Item 601 of Regulation
               S-K are not applicable.

          (b)  Reports on Form 8-K:

               During the three month period ended June 30, 1996, no
               Form 8-K was filed.


                              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.




                              CARDIAC RESUSCITATOR CORPORATION
                                        (Registrant)




Date:  April 11, 1997             /s/ Eugene I. Davis
                                  Eugene I. Davis*


*Duly authorized to execute on behalf of the Registrant.