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              September 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 September 30,
1996: 17,971,775.


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
                        CARDIAC RESUSCITATOR CORPORATION

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<CAPTION>
                                   Nine Months Ended       Three Months Ended
                                      September 30,             September 30,
                                    1996       1995          1996        1995

<S>                            <C>          <C>          <C>          <C> 
Net revenues  . . . . . . . .  $  178,400   $  218,400   $  28,400    $42,700   

Selling, general &
  administrative expenses . .       5,800       16,000       1,900     12,000

Interest income - net . . . .     (22,000)      (4,600)     (7,100)    (1,800)

                                  (16,200)      11,400      (5,200)    10,200

Net  Earnings . . . . . . . .     194,600      207,000      33,600     32,500

Net earnings per common share: $      .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>
 
                                           September 30,   December 31,
                                               1996            1995
 ASSETS
 Current Assets:
   <S>                                     <C>             <C>
   Cash and cash equivalents  . . . . .    $    753,500    $    587,300
   Royalty receivable . . . . . . . . .          28,400               -
 
     Total current assets . . . . . . .         781,900         587,300
 
   TOTAL  . . . . . . . . . . . . . . .    $    781,900    $    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  . . . . . . . . .     (25,405,800)    (25,600,400)
 
     Total shareholders' equity . . . .         648,900         454,300
 
   TOTAL  . . . . . . . . . . . . . . .    $    781,900    $    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>
                                                   Nine Months Ended
                                                      September 30,
                                                    1996          1995
 
 Cash Flows from Operating Activities:
 
   <S>                                           <C>           <C>
   Net cash provided by operating
     activities . . . . . . . . . . . . . . .    $ 166,200     $ 228,000
 
 Net increase in cash and cash
   equivalents . . . . . . . . .  . . . . . .      166,200       228,000
 Cash and cash equivalents at beginning
   of year  . . . . . . . . . . . . . . . . .      587,300       315,900
 
 Cash and cash equivalents at end of period .    $ 753,500     $ 543,900
 
 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 consists  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 invest-ments 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
oper-ating  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 September 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 nine month periods ended September
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 for the three and nine month periods ended September 30, 1996
were  $28,400  and $178,400, which includes corrections during  the  six  months
ended  June  30, 1996, as compared to $42,700 and $218,400 for the same  periods
last year. The decrease in the total units sold by the licensee of the Company's
patents  was due to the pending sale negotiations of the patent during the  nine
months  ended September 30, 1996.  The patent was subsequently sold on  December
19, 1996.  The Company did not incur any costs to generate these royalties.

      Selling,  general and administrative expenses ("S,G&A") decreased  $10,100
and  $10,200  in  the  three and nine month periods ended  September  30,  1996,
respectively,  as  compared  to the same periods last  year,  resulting  from  a
decrease in professional fees.

      Interest  income increased $5,300 and $17,400 in the three and nine  month
periods ended September 30, 1996.  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  $33,600  and
$194,600  for  the  three  and  nine month periods  ended  September  30,  1996,
respectively,   in  comparison  to  net  earnings  of  $32,500   and   $207,000,
respectively, for the same periods last year.

LIQUIDITY AND CAPITAL RESOURCES

      Net  cash  provided  by  operating activities for the  nine  months  ended
September 30, 1996 was $166,200, attributable to net earnings and the collection
of royalties.

      There were no financing or investing activities for the nine months  ended
September 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.  Contempor-aneously 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 September 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.