UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
                               FORM 10-QSB


            Quarterly Report Pursuant to Section 13 or 15 (d)
                  of the Securities Exchange Act of 1934

                  For Quarter Ended September 30, 1998 

Commission File Number 2-96271-B



                        CAS MEDICAL SYSTEMS, INC.
                                                                         
          (Exact name of registrant as specified in its charter)



       Delaware                                     06-1123096

(State or other jurisdiction of                     (I.R.S. employer
incorporation of organization)                      identification no.)



           21 Business Park Drive, Branford, Connecticut  06405

                 (Address of principal executive offices)
                                (Zip Code)


                              (203) 488-6056

           (Registrant's telephone number, including area code)


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.

Common Stock, $.004 par value:  9,329,277 shares as of September 30, 1998.


<PAGE>



                    PART I.  -  FINANCIAL INFORMATION






     The condensed financial statements included herein have been prepared
by CAS Medical Systems, Inc. (the "Company"), without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission.  While
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, the Company believes that the disclosures made herein are
adequate to make the information presented not misleading.  It is
recommended that these condensed financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report filed on Form 10-KSB for the year ended December
31, 1997.  


     In the opinion of the Company, all adjustments necessary to present
fairly the financial position of CAS Medical Systems, Inc. as of September
30, 1998 and December 31, 1997 and the results of its operations and its
cash flows for the three months and nine months ended September 30, 1998
and 1997 have been included.




<PAGE>
<TABLE>
                         CAS MEDICAL SYSTEMS, INC.

                               BALANCE SHEETS
                                (Unaudited)
(Amounts in thousands, except per share data)
<CAPTION>
                                    September 30, 1998     December 31, 1997

<S>                                        <C>                 <C>
ASSETS
Current Assets:
  Cash and cash equivalents                $1,657,477          $2,190,345
  Accounts receivable, net of allowance
    for doubtful accounts                     929,967           1,055,881
  Inventory                                   956,514             725,121
  Other current assets                        196,823             182,339
                                           ----------           ---------
    Total current assets                    3,740,781           4,153,686
                                           ----------           ---------
Property and Equipment
  Land and improvements                       535,000                   -
  Furniture and equipment                   1,172,961           1,048,430
  Construction in progress                    665,798                   -
  Leasehold improvements                       58,079              58,079
                                          -----------           ---------
                                            2,431,838           1,106,509
  Less-Accumulated depreciation
    and amortization                          959,298             874,855
                                          -----------           ---------
                                            1,472,540             231,654
Other Assets, net of accumulated
  amortization                                  8,199               8,199
                                           ----------           ---------
Total assets                               $5,221,520          $4,393,539
                                           __________           _________

<FN>
See Notes to Financial Statements
</TABLE>


<PAGE>
<TABLE>
                         CAS MEDICAL SYSTEMS, INC.

                               BALANCE SHEETS
                                (Unaudited)
(Amounts in thousands, except per share data)
<CAPTION>
                                    September 30, 1998     December 31, 1997

<S>                                        <C>                   <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                         $   489,880         $  239,172
  Income taxes payable                         311,195            247,392
  Accrued payroll                              108,752            198,639
  Accrued professional fees                     44,750             61,000
  Accrued warranty                              20,000             30,000
  Other accrued expenses                       210,761             94,000
                                            ----------           --------
    Total current liabilities                1,185,338            870,603
                                            ----------           --------
                
Shareholders' Equity:          
  Common stock, $.004 par value per share
   19,000,000 shares authorized, 9,329,277
   shares issued and outstanding in 1998
   and 1997.                                    37,317             37,317
                                                                          
  Additional paid-in capital                 2,697,364          2,697,364
  Retained earnings                          1,301,501            788,255
                                            ----------          --------- 
  Total shareholders' equity                 4,036,182          3,522,936
                                            ----------          ---------
Total liabilities and   
    shareholders' equity                  $  5,221,520         $4,393,539
                                            __________          _________

<FN>
See Notes to Financial Statements
</TABLE>


<PAGE>
<TABLE>
                             CAS MEDICAL SYSTEMS, INC.

                                STATEMENTS OF INCOME
                     FOR THE NINE MONTHS AND THREE MONTHS ENDED

                            SEPTEMBER 30, 1998 AND 1997
                                    (Unaudited)

(Amounts in thousands, except per share data)
<CAPTION>
                                         (Unaudited)                (Unaudited)
   
                                      Nine Months Ended         Three Months
Ended 
                                        September 30,              September
30,  
                                       1998        1997          1998       
1997  
                                       ________________         
________________
<S>                                 <C>         <C>           <C>        <C>
REVENUES:
  Net product sales                 $5,210,630  $4,646,181    $1,724,165
$1,353,910
  Licensing fees                       222,373     201,943        81,564    
52,939
                                     ---------    ---------    --------- 
---------
                                     5,443,003   4,848,124    $1,805,729 
1,406,849
OPERATING EXPENSES:
  Cost of product sales              2,178,635   2,008,707       767,247   
620,049
  Selling, general & administrative  2,072,316   1,843,427       689,235   
612,068
  Research & development               410,463     375,528       139,226   
131,819
                                     ---------   ---------     --------- 
---------
  Operating Income                     771,589     620,462       210,021    
42,913
                                     ---------   ----------    --------- 
---------
Interest Income, net                    84,657      59,819        20,534    
27,792
                                     ---------   ---------     --------- 
---------
  Income Before Income Taxes           856,246     680,281       230,555    
70,705 

PROVISION FOR INCOME TAXES             343,000     272,000        93,000    
26,000
                                     ---------   ---------     --------- 
---------
  Net Income                        $  513,246  $  408,281    $  137,555 $  
44,705
                                     _________   _________     _________ 
_________
Weighted average shares
  outstanding:                       9,329,277   9,329,277     9,329,277 
9,329,277

Add: dilutive warrants & options       519,260     601,767       408,145   
580,946
                                     _________   _________     _________ 
_________
Total weighted average shares
  and dilutive securities
  outstanding                        9,848,537   9,931,044     9,737,422 
9,910,223
                                     _________  __________    __________
__________
Net income per share:
  Basic                               $0.06       $0.04         $0.01      $0.00
  Assuming dilution                   $0.05       $0.04         $0.01      $0.00
                                     _________   _________     _________ 
_________
<FN>
See Notes To Financial Statements
</TABLE>


<PAGE>
<TABLE>
                              CAS MEDICAL SYSTEMS, INC.

                          STATEMENTS OF SHAREHOLDERS' EQUITY
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
<CAPTION>
                                          Additional
                      Common Stock         Paid-In      Accumulated
                     Shares  Amount        Capital       (Deficit)
                     ______________       __________    ___________
<S>                 <C>       <C>         <C>          <C>
Balance,           
  December 31,
   1996 (Audited)   9,329,277 $37,317     $2,697,364   $   123,213

Net income for
  nine months               -       -              -       408,281
                    --------- -------     ----------   ------------
Balance
 September 30, 1997
  (Unaudited)       9,329,277 $37,317     $2,697,364   $   531,494 
                    _________ _______     __________    ___________
<CAPTION>
                                          Additional    
                       Common Stock        Paid-In      Accumulated
                      Shares  Amount       Capital       (Deficit)
                      ______________      __________    ___________
<S>                 <C>       <C>         <C>           <C>
Balance,           
  December 31,
   1997 (Audited)   9,329,277 $37,317     $2,697,364   $   788,255 

Net income for 
  nine months               -       -              -       513,246

                    --------- -------     ----------   ------------
Balance
 September 30,
  1998              9,329,277 $37,317     $2,697,364   $ 1,301,501
 (Unaudited)        _________ _______     __________   ____________

<FN>
See Notes to Financial Statements
</TABLE>


<PAGE>
<TABLE>
                          CAS MEDICAL SYSTEMS, INC.

                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)
(Amounts in thousands)
<CAPTION>
                                            Nine Months Ended September 30,
                                                  1998           1997   
                                               ___________    __________
<S>                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                   $ 513,246     $ 408,281
  Adjustments to reconcile net income      
  to net cash (used in) provided by
  operating activities:
    Depreciation and amortization                 84,443        69,755
    Decrease in accounts receivable              125,914       439,623
    (Increase) in inventory                     (231,393)    (  37,490)
    (Increase) Decrease in other current
     assets                                     ( 14,484)       45,247
    Increase (Decrease) in accounts payable                           
     and accrued expenses                        314,735     ( 255,010)
                                                 _______       _______
    Net cash provided by operating activities    792,461       670,406  

CASH FLOWS FROM INVESTING ACTIVITIES:
  Property and equipment expenditures         (1,325,329)     ( 47,566)
                                               _________       _______
    Net cash (used in) investing activities   (1,325,329)     ( 47,566) 

  Net increase in cash and cash equivalents   (  532,868)      622,840 

CASH AND CASH EQUIVALENTS, at beginning  
  of period                                    2,190,345     1,606,979 

CASH AND CASH EQUIVALENTS, at end of period   $1,657,477    $2,229,819
                                               _________     _________
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for interest      $     34      $      -
  Cash paid during the period for income taxes  $277,262      $427,500
<FN>
See Notes to Financial Statements
</TABLE>


<PAGE>

                      CAS MEDICAL SYSTEMS, INC.
                    NOTES TO FINANCIAL STATEMENTS
                          SEPTEMBER 30, 1997
Note 1.  The Company:

     CAS Medical Systems, Inc., the ("Company"), was organized in 1984
primarily to serve neonatal and pediatric units in hospitals.  Today,
the Company is engaged in the business of developing, manufacturing and
distributing diagnostic equipment and medical products for use in the
health care and medical industry.  These products are sold by the
Company through its own sales force, via distributors and pursuant to
original equipment manufacturer agreements internationally and in the
United States.

Note 2.  Summary of Significant Accounting Policies:

     Cash and Cash Equivalents

     The company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.

     Inventory

     Inventory is stated at the lower of first-in, first-out (FIFO)
cost or market.  At September 30, 1998 and December 31, 1997, inventory
 consisted of the following:
                                  September 30,          December 31,
                                      1998                   1997   

     Raw Material                  $607,413                $459,358
     Work-In-Process                 90,950                 173,598
     Finished Inventory             258,151                  92,165
                                    -------                 -------
                                   $956,514                $725,121
                                    _______                 _______
     Property and Equipment

     Property and equipment are stated at cost.  Furniture and
equipment are depreciated using the straight-line method over the
estimated useful lives of the assets which range from two to five
years.  Leasehold improvements are amortized over the life of the
lease.



<PAGE>
              Notes to Financial Statements  (Continued)

     Net Income Per Common Share

     In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share ("SFAS No. 128")."  Under SFAS No. 128, primary earnings per
share ("EPS") has been replaced with Basic EPS, which is calculated by
dividing net income by the weighted average number of shares of common
stock outstanding during the year.  No dilution for any potentially
dilultive securities is included.  Fully diluted EPS has been replaced
with Diluted EPS and assumes the conversion of all potentially dilutive
securities using the treasury stock method.  The Company adopted SFAS
No. 128 in 1997.

     As of September 30, 1998, the Company had 1,180,100 options and
750,000 warrants to purchase shares of common stock outstanding.

     Options to purchase 727,000 shares of common stock at an average
price of $.79 per share were outstanding during the first nine months
of 1998 but were not included in the computation of diluted EPS because
the options' exercise price was greater than the average market price
of the common shares.

     Reclassifications

     Certain reclassifications were made to prior year amounts to
conform to current year presentation.

Note 3.  Debt:

At September 30, 1998, the Company had a line of credit with a
Connecticut bank totaling $1,000,000.  Borrowings under the line of
credit bear interest at the prime rate plus 1.0%.  At September 30,
1998, there were no borrowings outstanding under this line.  The bank
has a first security interest in all assets of the Company and requires
a compensating balance equal to 20% of the line of credit.

Note 4.  License Agreement

     On July 27, 1994, the Company entered into a four year licensing
agreement with a major European manufacturer of patient monitors,
granting a nonexclusive license to use the Company's blood pressure
technology for a specific application, and allowing the exchange of
technical know-how.  During February 1997, the Company amended the
original license agreement through the year 2000.  As part of the
agreement, the Company will receive license fees of $1,500,000 plus
royalties, of which $1,221,000 has been received through September 30,
1998.  The manufacturer has the option to extend the license to the
year 2006 and only be liable for royalties.  License fees are being
recognized on a straight line basis over the contract period.



<PAGE>

                Notes to Financial Statements  (Continued)

Note 5.  New Facility

     The Company has entered into a contract to build a 24,000 square foot
office, laboratory and manufacturing facility on 4.6 acres of land in
Branford, Connecticut.  The total cost is estimated to be $2,200,000. 
Present plans are to occupy the new facility in late 1998.


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

    Liquidity and Capital Resources

        At September 30, 1998, the Company's cash and cash equivalents
totaled $1,657,477 compared to $2,190,345 at December 31, 1997.  The
Company's working capital totaled $2,555,443 on September 30, 1998,
compared to $3,283,083 on December 31, 1997.  The Company's decreased cash
position is due to the acquisition of 4.6 acres of land to build the new
facility.

    At September 30, 1998, the Company had a line of credit with a
Connecticut bank totaling $1,000,000.  Borrowing under the line bears
interest at the prime rate plus 1.0%.

     The Company believes that cash generated from operations and its bank
line of credit will be sufficient to meet the Company's short-term
liquidity needs.


    Results of Operations

    Net income for the nine month period ended September 30, 1998 was
approximately $513,000 ($0.05 per share assuming dilution), compared to
approximately $408,000 ($0.04 per share assuming dilution), reported for
the same period of 1997.  Net income for the third quarter of the current
year was approximately $138,000 compared to $45,000 reported for the third
quarter of 1997.  The 1998 earnings performance was impacted by increased
sales of certain of the Company's product lines.

     The Company's revenues for the third quarter ended September 30, 1998
were approximately $1,806,000 as compared to approximately $1,407,000 for
the comparable period in the prior year.  Revenues for the nine month
period ended September 30, 1998 reached approximately $5,433,000, an
increase of approximately $585,000 from the comparable period of 1997. 
Revenues for 1998 reflects a significant increase of 36 percent for
Klear-Trace disposable products, whereas diagnostic equipment sales
decreased by 12 percent.



<PAGE>
                Notes to Financial Statements  (Continued)

     Total cost of product sales as a percentage of net product sales was
41.8 percent for 1998 compared to 43.2 percent for 1997.  The favorable
impact reflects on going quality and cost-reduction efforts and a more
profitable product mix.

     Selling, general and administrative, research and development expenses
were approximately $2,483,000 for the nine month period ended September 30,
1998 as compared to approximately $2,219,000 for the same period of 1997, an
increase of $264,000 or 12 percent.  This increase in expenses for 1998 is
due primarily to additional personnel, both in the selling and research
development departments.

     The Company currently invests its excess cash in low-risk, short term
interest bearing instruments.  During the nine month period ended September
30, 1998, the Company earned approximately $85,000 of interest income
compared to approximately $60,000 for the same period of 1997.

     The provision for income taxes of $343,000 and $272,000 for the nine
month period ended September 30, 1998 and 1997, respectively, represents
state and federal income taxes.

     These factors and licensing revenues resulted in net income of
approximately $513,000 for the period ending September 30, 1998, as compared
to net income of approximately $408,000 for the comparable period in the
prior year.


                                 PART II

ITEM 6  EXHIBITS AND REPORTS

     (A)  Exhibits

          11.  See Notes to Financial Statements Note 2, regarding
               computation of earnings per Share.

     (B)  Reports on Form 8-K
            None


<PAGE>


                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                CAS MEDICAL SYSTEMS, INC.
                                Registrant  



November 5, 1998                Louis P. Scheps
Date                            Louis P. Scheps    
                                President and Chief Executive Officer
                                and Chief Financial Officer