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


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

                  For Quarter Ended September 30, 1996 

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 practicable date.

Common Stock, $.004 par value:  9,329,279 shares as of September 30, 1996.


<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-K for the year ended December 31,
1995.  


     In the opinion of the Company, all adjustments necessary to present
fairly the financial position of CAS Medical Systems, Inc. as of September
30, 1996 and December 31, 1995 and the results of its operations and its
cash flows for the three months and nine months ended September 30, 1996
and 1995 have been included.




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

                               BALANCE SHEETS
                                (Unaudited)
(Amounts in thousands, except per share data)
<CAPTION>
                                    September 30, 1996     December 31, 1995

<S>                                        <C>                 <C>
ASSETS
Current Assets:
  Cash and cash equivalents                $1,510,281          $1,082,003
  Accounts receivable, net of allowance
    for doubtful accounts                     688,740             733,875
  Inventory                                   794,318             843,304
  Other current assets                        142,829              74,440
                                           ----------           ---------
    Total current assets                    3,136,168           2,733,622
                                           ----------           ---------
Property and Equipment
  Furniture and equipment                     890,838             837,175
  Leasehold improvements                       47,181              47,181
                                          -----------           ---------
                                              938,019             884,356
  Less-Accumulated depreciation
    and amortization                          761,828             705,712
                                          -----------           ---------
                                              176,191             178,644
Other Assets, net of accumulated
  amortization                                  8,199               8,199
                                           ----------           ---------
Total assets                               $3,320,558          $2,920,465
                                           __________           _________

<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, 1996     December 31, 1995

<S>                                        <C>                   <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                         $   364,751           $185,793
  Accrued payroll                               28,256            179,570
  Accrued professional fees                     52,479             54,500
  Accrued warranty                              45,000             45,000
  Other accrued expenses                       165,814            181,072
  Deferred revenues                                  -             44,444
                                            ----------           --------
    Total current liabilities                  656,300            690,379
                                            ----------           --------
                
Shareholders' Equity:          
  Preferred stock, $.001 par value,      
   1,000,000 shares authorized, stated at
   redemption value, Series C cumulative
   preferred stock, zero and 3,000 shares
   issued and outstanding in 1996 and
   1995, respectively                                -            300,000
  Common stock, $.004 par value per share
   19,000,000 shares authorized, 9,329,279
   and 9,279,479 shares issued and out-  
   standing in 1996 and 1995, respectively      37,317             37,121
                                                                          
  Additional paid-in capital                 2,697,364          2,675,466
  Accumulated deficit                       (   70,423)        (  782,501)
                                            ----------          --------- 
  Total shareholders' equity                 2,664,258          2,230,086
                                            ----------          ---------
Total liabilities and   
    shareholders' equity                  $  3,320,558         $2,920,465
                                            __________          _________

<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, 1996 AND 1995
                                    (Unaudited)

(Amounts in thousands, except per share data)
<CAPTION>
                                         (Unaudited)                (Unaudited)
   
                                      Nine Months Ended         Three Months
Ended 
                                        September 30,              September
30,  
                                       1996        1995          1996       
1995  
                                       ________________         
________________
<S>                                 <C>         <C>           <C>        <C>
REVENUES:
  Net product sales                 $4,945,177  $4,678,997    $1,625,757
$1,438,107
  Licensing fees                       211,844     203,263        58,645    
65,164
                                     ---------    ---------    --------- 
---------
                                     5,157,021   4,882,260    $1,684,402 
1,503,271
               
OPERATING EXPENSES:
  Cost of product sales              2,166,722   2,139,136       685,089   
659,425
  Selling, general & administrative  1,542,416   1,735,227       522,885   
521,756
  Research & development               314,534     296,521       109,464   
101,194
                                     ---------   ---------     --------- 
--------- 

  Operating Income                   1,133,349     711,376       366,964   
220,896
                                     ---------   ----------    --------- 
---------
INTEREST, Income                        28,729       2,749         9,855     
4,781
                                     ---------   ---------     --------- 
---------
  Income Before Income Taxes         1,162,078     714,125       376,819   
225,677 

PROVISION FOR INCOME TAXES             450,000      70,000       145,000    
20,000
                                     ---------   ---------     --------- 
---------
  Net Income                        $  712,078  $  644,125    $  231,819 $ 
205,677
                                     _________   _________     _________ 
_________
PER SHARE DATA:

Net Income per Share:
  (Note 2)                          $     0.07  $     0.06    $     0.02      
0.02
                                     _________   _________     _________ 
_________ 

Weighted Average Number
  of Shares Outstanding             10,322,468   9,649,512    10,216,441
10,005,967
                                     _________   _________    __________ 
_________
<FN>
See Notes To Financial Statements
</TABLE>


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

                          STATEMENTS OF SHAREHOLDERS' EQUITY
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
<CAPTION>
                                                          Additional
                      Common Stock     Preferred Stock     Paid-In     
Accumulated
                     Shares  Amount    Shares  Amount      Capital      
(Deficit)
                     ______________    _______________    __________   
___________
<S>                 <C>       <C>       <C>    <C>        <C>          <C>
Balance,           
  December 31,
   1994 (Audited)   9,239,479 $36,963   5,000  $500,000   $2,664,723  
$(1,591,392)

Net income for
  nine months               -       -       -         -            -      
644,125 

Preferred Dividends         -       -       -         -            -    (  
32,500)

Additional common
  stock issued         30,000     120       -         -        7,683           
 -

Redeem preferred
  shares                    -     (2)  (2,000) (200,000)           -           
 -
                    --------- -------   -----  --------   ----------  
------------
Balance
 September 30, 1995
  (Unaudited)       9,269,479 $37,081   3,000  $300,000   $2,672,406   $( 
979,767) 
                    _________ _______   ______ ________   __________   
___________
<CAPTION>
                                                          Additional    
                       Common Stock     Preferred Stock    Paid-In     
Accumulated
                      Shares  Amount    Shares  Amount     Capital      
(Deficit)
                      ______________    _______________   __________   
___________
<S>                 <C>       <C>       <C>    <C>        <C>          <C>
Balance,           
  December 31,
   1995 (Audited)   9,279,479 $37,121   3,000  $300,000   $2,675,466   $( 
782,501)

Net income for 
  nine months               -       -       -         -            -      
712,078

Additional common
  stock issued         49,800     196       -         -       21,898           
 - 

Redemption of  
  Preferred Shares          -       -  (3,000) (300,000)           -           
 -
                    --------- -------   -----  --------   ----------  
------------
Balance
 September 30,
  1996              9,329,279 $37,317       -  $      -   $2,697,364   $(  
70,423)
 (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, 1996 AND 1995
                                 (Unaudited)
(Amounts in thousands)
<CAPTION>
                                            Nine Months Ended September 30,
                                                  1996           1995   
                                               ___________    __________
<S>                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                   $ 712,078     $ 644,125
  Adjustments to reconcile net income      
  to net cash provided by operating
  activities:         
    Depreciation and amortization                 56,116        51,775
    Decrease in accounts receivable               45,135        16,119
    Decrease in inventory                         48,986        21,532
    (Increase) Decrease in other current
     assets                                     ( 68,389)       56,063
    Increase in accounts payable                                      
     and accrued expenses                         10,365       142,766 
    Increase (Decrease) in deferred revenue     ( 44,444)        1,667 
    Increase, Other                                    -         6,750
                                                 _______       _______
    Net cash provided by operating activities    759,847       940,797 
                                                 _______       _______
CASH FLOWS FROM INVESTING ACTIVITIES:
  Property and equipment expenditures           ( 53,663)     ( 42,279)
                                                 _______       _______
    Net cash used in investing activities       ( 53,663)     ( 42,279) 

CASH FLOWS FROM FINANCING ACTIVITIES:    
  Proceeds from issuance of common stock          22,094         7,801
  Repayment of notes payable                           -      (144,411)
  Preferred dividends                                  -      ( 32,500)
  Redemption of shares of preferred stock       (300,000)     (200,000)
                                                 _______       _______
  Net cash used in financing activities         (277,906)     (369,110)
                                                 _______       _______
  Net increase in cash and cash equivalents      428,278       529,408 

CASH AND CASH EQUIVALENTS, at beginning  
  of period                                    1,082,003       301,472
                                               _________       _______

CASH AND CASH EQUIVALENTS, at end of period   $1,510,281      $830,880
                                               _________       _______
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for interest      $  1,093      $  8,206
  Cash paid during the period for income taxes  $281,025      $ 37,625
<FN>
See Notes to Financial Statements
</TABLE>


<PAGE>

                      CAS MEDICAL SYSTEMS, INC.

                    NOTES TO FINANCIAL STATEMENTS

                          SEPTEMBER 30, 1996
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:

     Inventory

     Inventory is stated at the lower of first-in, first-out (FIFO)
cost or market.  At September 30, 1996 and December 31, 1995, inventory
 consisted of the following:
                                  September 30,          December 31,
                                      1996                   1995   

     Raw Material                  $477,299                $505,159
     Work-In-Process                159,218                 160,215
     Finished Inventory             157,801                 177,930
                                    -------                 -------

                                   $794,318                $843,304
                                    _______                 _______
     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.

     Net Income Per Share

     Net income per share has been computed by dividing net income
available for common stock, after cumulative preferred dividends
earned, by the weighted average number of common shares outstanding
each period.  Weighted average shares outstanding include the common
equivalent shares calculated for the stock options under the treasury
stock method.




<PAGE>
              Notes to Financial Statements  (Continued)

Note 3.  Income Taxes:

     On January 1, 1993, the Company adopted Statement of Accounting
Standards No. 109 "Accounting for Income Taxes" (SFAS 109).  SFAS 109
requires the Company to provide deferred taxes based on enacted tax
rates which would apply in the period the taxes become payable, and to
adjust deferred tax acounts for known changes in future tax rates. 
Deferred tax assets are subject to continuous valuation assessments
based on several criteria including benefit realization periods, tax
planning strategies and the results of operations.

Note 4.  Debt:

At September 30, 1996, the Company had a line of credit with a
Connecticut bank totalling $500,000.  Borrowings under the line of
credit bear interest at the prime rate plus 1.5%.  At September 30,
1996, 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 5.  License Agreement:

     On July 27, 1994, the Company entered into a four year licensing
agreement with a major European manufacturer of medical equipment,
canceling and superseding a prior licensing agreement with the
customer.  The agreement granted a non-exclusive license to use the
company's blood pressure technology for a special application.  As part
of the agreement, the Company will receive $750,000 plus royalties over
the initial four year term, of which $300,000 has been received through
September 30, 1996.  The manufacturer has the option to extend the
license for an additional three year period upon payment of an
additional $600,000 plus royalties over the extended term.  License
fees from the agreement are being recognized on a straight line basis
over the contract period.

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

    Liquidity and Capital Resources

    At September 30, 1996, the Company's cash and cash equivalents
totalled $1,510,000 compared to $1,082,000 at December 31, 1995.  The
Company's working capital totalled $2,376,000 on September 30, 1996,  
compared to $2,043,000 on December 31, 1995.  The Company's increased
cash position is due to earnings for the first nine months of 1996,
partially offset by the redemption of the remaining 3,000 shares of the
Company's Series C preferred stock at $100 per share.




<PAGE>

                Notes to Financial Statements  (Continued)

    At September 30, 1996, the Company had a line of credit with a
Connecticut bank totalling $500,000.  Borrowing under the line bears
interest at the prime rate plus 1.5%.

     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, 1996 was
$712,000 or $0.07 per share, compared to $644,000 or $0.06 per share for
the same period of 1995.  Net income for the third quarter of the current
year was $232,000 or $0.02 per share, compared to $206,000 or $0.02 per
share reported for the third quarter of 1995.  1996 results for both the
nine month period and the third quarter include provision for income taxes
of $450,000 and $145,000, compared to $70,000 and $20,000 for 1995,
respectively.  As of December 31, 1995, the Company has utilized
substantially all of its operating loss carryforwards.

     The company's revenues for the three month period ended September 30,
1996 were approximately $1,684,000 as compared to approximately $1,503,000
for the comparable period in the prior year.  Revenues for the nine month
period ended September 30, 1996 reached a record of approximately
$5,157,000, an increase of 6 percent over approximately $4,882,000 for the
comparable period of 1995.  The increase in 1996 is due primarily to NIBP
modules of Original Equipment Manufacturers ("OEM") and Klear-Trace
disposable products.

     Total cost of product sales decreased as a perentage of net product
sales from 1995 to 1996 from 45.7 percent to 43.8 percent, respectively. 
This decrease in cost reflects a more profitable product mix and
manufacturing cost reductions.

     Selling, general and administrative expenses decreased to
approximately $1,542,000 for the period ended September 30, 1996 from
approximately $1,735,000 in 1995, a decrease of $193,000.  This decrease is
due mainly to a reduction of payroll related cost beginning in the first
quarter of 1996.

     The Company currently invests its excess cash in low-risk short term
interest bearing instruments.  During the nine month period ended September
30, 1996, the Company earned approximately $29,000 of interest income from
its short term investment, compared to approximately $3,000 for the same
period of 1995.




<PAGE>

                Notes to Financial Statements  (Continued)



                                 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






                                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  



October 15, 1996                Louis P. Scheps
Date                            Louis P. Scheps    
                                President and Chief Executive Officer
                                and Chief Financial Officer