================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                            AMENDMENT TO FORM 10-QSB


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


                      For Quarter Ended September 30, 2001


                        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.)



              44 East Industrial Road, 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: 9,645,077 shares as of September 30, 2001.
                               -----------------------------------------

================================================================================
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                          Page 2





                                     PART I.
                                     -------





ITEM 1.  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, 2000.

     In the opinion of the Company, all adjustments necessary to present fairly
the financial position of CAS Medical Systems, Inc. as of September 30, 2001,
and the results of its operations and its cash flows for the three months and
nine months ended September 30, 2001 and 2000 have been included.
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                          Page 3



                            CAS MEDICAL SYSTEMS, INC.

          BALANCE SHEETS AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
          -------------------------------------------------------------



                                                 September 30,     December 31,
Assets                                               2001              2000
------                                           ------------      ------------
                                                  (unaudited)        (audited)
Current Assets:
    Cash and cash equivalents                    $    243,694      $    914,881
    Accounts receivable, net of
      allowance for doubtful accounts               2,472,059         2,728,314
    Inventory                                       3,477,133         3,328,312
    Deferred tax assets                               160,500           160,500
    Other current assets                              211,214            87,072
                                                 ------------      ------------
       Total current assets                         6,564,600         7,219,079
                                                 ------------      ------------
Property and Equipment
    Land and improvements                             535,000           535,000
    Building and improvements                       1,472,162         1,412,287
    Machinery and equipment                         2,081,868         1,838,684
                                                 ------------      ------------
                                                    4,089,030         3,785,971

    Less-Accumulated depreciation                   1,445,881         1,176,167
                                                 ------------      ------------
                                                    2,643,149         2,609,804
                                                 ------------      ------------
Intangible Assets                                     235,960           281,061
                                                 ------------      ------------
       Total assets                              $  9,443,709      $ 10,109,944
                                                 ============      ============
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                          Page 4






                            CAS MEDICAL SYSTEMS, INC.

          BALANCE SHEETS AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
          -------------------------------------------------------------




                                                 September 30,     December 31,
Liabilities and Shareholders' Equity                 2001              2000
------------------------------------             ------------      ------------
                                                  (unaudited)        (audited)

Current Liabilities:
    Current portion of long-term debt            $    353,945      $    353,945
    Accounts payable                                  576,444           659,942
    Income taxes payable                               96,534           191,425
    Accrued payroll                                    38,650           238,515
    Accrued professional fees                          54,375            60,805
    Accrued warranty                                   60,000            70,000
    Other accrued expenses                            112,337           209,173
                                                 ------------      ------------
       Total current liabilities                    1,292,285         1,783,805
                                                 ------------      ------------
Long-term Debt                                      2,528,225         2,790,037
                                                 ------------      ------------
Shareholders' Equity:
    Common stock, $.004 par value per share,
    19,000,000 shares authorized, 9,645,077
    and 9,457,577 shares issued and
    outstanding in 2001 and 2000, respectively         38,581            37,991

    Additional paid-in capital                      2,834,913         2,754,304
    Retained earnings                               2,749,705         2,743,807
                                                 ------------      ------------
       Total shareholders' equity                   5,623,199         5,536,102
                                                 ------------      ------------
Total liabilities and shareholders' equity       $  9,443,709      $ 10,109,944
                                                 ============      ============




                        See Notes to Financial Statements
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                          Page 5




                            CAS MEDICAL SYSTEMS, INC.

                              STATEMENTS OF INCOME
                              --------------------
                   For the Nine Months and Three Months Ended
                   ------------------------------------------
                           September 30, 2001 and 2000
                           ---------------------------
<TABLE><CAPTION>
                                                   (Unaudited)                         (Unaudited)
                                                Nine Months Ended                   Three Months Ended
                                                  September 30,                        September 30,
                                          ------------------------------      ------------------------------
                                              2001              2000              2001              2000
                                          ------------------------------      ------------------------------
<S>                                       <C>               <C>               <C>               <C>
REVENUES:
    Net product sales                     $ 11,000,980      $  8,645,916      $  3,701,238      $  2,683,238
    Licensing fees                                --             199,332              --              56,444
                                          ------------      ------------      ------------      ------------
                                            11,000,980         8,845,248         3,701,238         2,739,682

OPERATING EXPENSES:
    Cost of product sales                    6,103,619         4,067,305         2,090,945         1,267,990
    Selling, general & administrative        4,249,195         3,215,821         1,435,050         1,074,432
    Research & development                     527,232           534,270            47,722           156,702
                                          ------------      ------------      ------------      ------------
    Operating income                           120,934         1,027,852           127,521           240,558
                                          ------------      ------------      ------------      ------------
INTEREST (EXPENSE), net                       (152,401)          (26,156)          (46,554)           (5,856)
                                          ------------      ------------      ------------      ------------
    Income before income taxes                 (31,467)        1,001,696            80,967           234,702

PROVISION FOR INCOME TAXES                     (37,365)          390,000             6,600            85,000
                                          ------------      ------------      ------------      ------------
    Net income                            $      5,898      $    611,696      $     74,367      $    149,702
                                          ============      ============      ============      ============
Weighted average number of common
shares outstanding:
    Basic                                    9,590,095         9,475,077         9,645,077         9,475,077
                                          ============      ============      ============      ============
    Assuming dilution                       10,666,282        10,391,799        10,347,228        10,691,634
                                          ============      ============      ============      ============
Earnings per common share:
    Basic                                 $       0.00      $       0.06      $       0.01      $       0.02
                                          ============      ============      ============      ============
    Assuming dilution                     $       0.00      $       0.06      $       0.01      $       0.01
                                          ============      ============      ============      ============
</TABLE>



                        See Notes To Financial Statements
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                          Page 6



                            CAS MEDICAL SYSTEMS, INC.

                       STATEMENTS OF SHAREHOLDERS' EQUITY
                       ----------------------------------
              For the Nine Months Ended September 30, 2001 and 2000
              -----------------------------------------------------


<TABLE><CAPTION>
                                          Common Stock           Additional
                                     -----------------------       Paid-In       Retained
                                       Shares       Amount         Capital       Earnings         Total
                                     ----------   ----------     ----------     ----------     ----------
<S>                                  <C>          <C>            <C>            <C>            <C>
Balance, December 31, 1999
  (Audited)                           9,457,577   $   37,831     $2,730,626     $2,108,074     $4,876,531

Issuance of common stock                 17,500           70          5,843             --          5,913

Net income for nine months                   --           --             --        611,696        611,696
                                     ----------   ----------     ----------     ----------     ----------
Balance, September 30, 2000
  (Unaudited)                         9,475,077   $   37,901     $2,736,469     $2,719,770     $5,494,140
                                     ==========   ==========     ==========     ==========     ==========




                                          Common Stock           Additional
                                     -----------------------       Paid-In       Retained
                                       Shares       Amount         Capital       Earnings         Total
                                     ----------   ----------     ----------     ----------     ----------
Balance, December 31, 2000
  (Audited)                           9,497,577   $   37,991     $2,754,304     $2,743,807     $5,536,102

Issuance of common stock                147,500          590         80,609             --         81,199

Net income for nine months                   --           --             --          5,898          5,898
                                     ----------   ----------     ----------     ----------     ----------
Balance, September 30, 2001
  (Unaudited)                         9,645,077   $   38,581     $2,834,913     $2,749,705     $5,623,199
                                     ==========   ==========     ==========     ==========     ==========
</TABLE>










                        See Notes to Financial Statements
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                          Page 7


                            CAS MEDICAL SYSTEMS, INC.

                            STATEMENTS OF CASH FLOWS
                            ------------------------
              For the Nine Months Ended September 30, 2001 and 2000
              -----------------------------------------------------
                                   (Unaudited)
<TABLE><CAPTION>
                                                                    September 30,
                                                            ------------------------------
                                                                2001              2000
                                                            ------------      ------------
<S>                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                $      5,898      $    611,696
  Adjustments to reconcile net income
  to net cash used in operating activities:
    Depreciation and amortization                                314,815           214,529
    Accounts receivable                                          256,255          (214,637)
    Inventory                                                   (148,821)         (327,498)
    Other current assets                                        (124,142)          (30,062)
    Accounts payable and accrued expenses                       (491,520)         (242,953)
                                                            ------------      ------------

    Net cash (used in) provided by operating activities         (187,515)           11,075
                                                            ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Property and equipment expenditures                           (303,059)          (90,976)
                                                            ------------      ------------

  Net cash used in investing activities                         (303,059)          (90,976)
                                                            ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments under long-term debt                               (261,812)          (26,445)
  Proceeds from issuance of common stock                          81,199             5,913
                                                            ------------      ------------

  Net cash used in financing activities                         (180,613)          (20,532)
                                                            ------------      ------------

  Net decrease in cash and cash equivalents                     (671,187)         (100,433)

CASH AND CASH EQUIVALENTS, at beginning of period                914,881         1,255,450
                                                            ------------      ------------
CASH AND CASH EQUIVALENTS, at end of period                 $    243,694      $  1,155,017
                                                            ============      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for interest                  $    176,096      $     73,435
  Cash paid during the period for income taxes,
     net of refunds                                         $     51,996      $    515,941
</TABLE>


                        See Notes to Financial Statements
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                          Page 8



                            CAS MEDICAL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

(1)  Adjustment of Prior Quarterly Financial Statements

     In connection with the Company's reconciliation and evaluation of its
annual physical inventory, the Company identified an error resulting from the
under relief of inventory (overstatement of inventories and understatement of
cost of goods sold). This item effected the financial statements covering each
of the quarters ended March 31, June 30, and September 30, 2001. Accordingly,
the Company has adjusted its quarterly financial statements included herein. The
effect of the adjustment is presented below:


                                               Earnings
                                Net           Per Common         Retained
                           Income (Loss)     Share-Diluted       Earnings
                           ------------      ------------      ------------
                                  Nine Months Ended September 30, 2001
                           ------------------------------------------------
As originally reported     $    187,581      $       0.02      $  2,931,388

Effect of adjustment,
   Net of tax effects          (181,683)            (0.02)         (181,683)
                           ------------      ------------      ------------
   As adjusted             $      5,898      $       0.00      $  2,749,705
                           ============      ============      ============



                                 Three Months Ended
                                 September 30, 2001
                           ------------------------------
As originally reported     $    128,517      $       0.01

Effect of adjustment,
   net of tax effects           (54,150)             0.00
                           ------------      ------------
   As adjusted             $     74,367      $       0.01
                           ============      ============



(2)  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.

     The Company has recently expanded its product offerings by acquiring apnea
monitor product lines.
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                          Page 9

Event-Line(R) Monitoring System
-------------------------------

     During October 1999, the Company acquired the Event-Line(R) product line
from a third party. The purchase includes the infant and adult apnea monitors
and accessories for hospital and home use, as well as the Event-Link(R) Software
for data retrieval and display. The Event-Link system offers options that
combine cardio-respiratory monitoring, pulse oximetry and event recording to
provide complete, objective documentation and monitoring of all age groups. The
Event-Link(R) Monitoring system is a natural extension for both the neonatal
specialty and diagnostic monitoring product lines, as CAS builds its hospital
monitoring business and expands into the homecare marketplace.

Apnea Product Line
------------------

     During November 2000, the Company purchased a complete product line of
Apnea monitors from a third party. The product line includes Edentec
Assurance(R) monitors, Edentred(R) monitors, Edentred(R) software, Aequitron
9500/9550 AMI(R) and AMI(R) Plus monitors, and related report generating
software programs. The acquisition of the product line further strengthens the
Company's position in the Apnea monitoring market place. The Company is
currently working with the third party to evaluate certain design specifications
of the product line. As provided for in the purchase and sale agreement, the
Company has been indemnified by the third party for the cost of the evaluation
and modification or upgrade if indicated. The purchase price, as adjusted during
the quarter ended September 30, 2001, was allocated to the assets acquired based
upon their estimated fair values at the date of acquisition as follows:

     Inventories                             $1,340,000
     Equipment                                  225,000
     Intangible assets                          112,600
     Accrued expenses                           (77,600)
                                             ----------
                                             $1,600,000
                                             ==========

(3)  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, 2001 and December 31, 2000, inventory consisted of the
following:

                           September 30,     December 31,
                               2001              2000
                           ------------------------------
     Raw Material          $  2,088,692      $  2,566,513
     Work-In-Process            875,544           432,537
     Finished Inventory         512,897           329,262
                           ------------      ------------
                           $  3,477,133      $  3,328,312
                           ============      ============
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                         Page 10




Recently Issued Accounting Standards

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible
Assets", which together significantly change the accounting and disclosures
required for these activities and related assets. The primary changes resulting
from these standards consist of the cessation of the "pooling of interests"
method of accounting and how goodwill and intangible assets will be segregated,
amortized (or not amortized), reviewed for impairment (if any), and disclosed
within the footnotes to financial statements. The Company's adoption of SFAS No.
141 will have no impact on the historical financial statements. The Company will
adopt SFAS No. 142 effective January 1, 2002. The adoption of SFAS No. 142 is
not anticipated to have a significant impact on the Company's accounting for
intangible assets (with an aggregate carrying value of approximately $236,000 as
of September 30, 2001).

(4)  Net Income Per Common Share:

     The following tables summarize the Company's calculation of Basic and
Diluted Earnings per Share ("EPS") for the three and nine month periods ended
September 30, 2001 and 2000:

                                              Three Months Ended
                                              September 30, 2001
                                   -------------------------------------
                                               Weighted Average
                                     Income         Shares      Per Share
                                  (Numerator)    (Denominator)    Amount
                                   -------------------------------------
Basic EPS                          $   74,367      9,645,077     $   .01

Effect of Dilutive Securities:
  Options                                  --        187,405
  Warrants                                 --        514,746
                                   ----------     ----------     -------
Diluted EPS                        $   74,367     10,347,228     $   .01



                                              Nine Months Ended
                                              September 30, 2001
                                   -------------------------------------
                                               Weighted Average
                                     Income         Shares      Per Share
                                  (Numerator)    (Denominator)    Amount
                                   -------------------------------------
Basic EPS                          $    5,898      9,590,095     $   .00

Effect of Dilutive Securities:
  Options                                  --        359,862
  Warrants                                 --        716,325
                                   ----------     ----------     -------
Diluted EPS                        $    5,898     10,666,282     $   .00
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                         Page 11



                                              Three Months Ended
                                              September 30, 2000
                                   -------------------------------------
                                               Weighted Average
                                     Income         Shares      Per Share
                                  (Numerator)    (Denominator)    Amount
                                   -------------------------------------

Basic EPS                          $  149,702      9,475,077     $   .02

Effective of Dilutive Securities:
  Options                                  --        461,375
  Warrants                                 --        755,182
                                   ----------     ----------     -------
Diluted EPS                        $  149,702     10,691,634     $   .01




                                              Nine Months Ended
                                              September 30, 2000
                                   -------------------------------------
                                               Weighted Average
                                     Income         Shares      Per Share
                                  (Numerator)    (Denominator)    Amount
                                   -------------------------------------
Basic EPS                          $  611,696      9,475,077     $   .06

Effective of Dilutive Securities:
  Options                                  --        320,542
  Warrants                                 --        596,180
                                   ----------     ----------     -------
Diluted EPS                        $  611,696     10,391,799     $   .06


(5)  Debt

     During August 2001, the Company increased its line of credit with a
Connecticut bank to $3,000,000. The line is repayable upon demand and matures in
September 2002. Borrowings under the line of credit bear interest at the bank's
base rate which may change from time to time. (Base rate as of September 30,
2001 is 6.50 %.). At September 30, 2001, 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 10% of the line of credit.

(6)  Grant Award

     On September 22, 2000 the Company was awarded a Phase II Grant by the
National Institute of Neurological Disorders and Stroke of the National
Institutes of Health (NIH) under its Small Business Innovative Research Program.
This grant, expected to be between $800,000 and $1,000,000, will be used to
continue development of a new technology that can non-invasively measure the
brain oxygenation level of a neonatal patient. In accordance with the terms of
the grant, the Company will be reimbursed for qualifying expenditures under the
agreement. Funding provided to the Company will be recorded as a reduction of
the related research expenses. As of September 30, 2001, approximately $138,000
was reimbursable under the grant.
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                         Page 12


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

     Results of Operations
     ---------------------

     Net income for the nine month period ended September 30, 2001 was
approximately $6,000 ($0.00 per common share on a diluted basis), compared to
approximately $612,000 ($0.06 per common share on a diluted basis), reported for
the same period of 2000. While overall sales increased on a comparative basis
for the three and nine month period ended September 30 over the prior year,
approximately $855,000 and $2,980,000 of these sales, respectively, were
attributable to our new product line acquired in November 2000. The mix of
products sold over the past nine months, as compared to the same period last
year, has been more heavily weighted toward products with traditionally lower
gross margins. We expect this trend to continue over the next three months. In
addition, production and support costs associated with the new product line are
running higher than we might otherwise anticipate due to the investments
necessary to build and strengthen our manufacturing capacity and know-how to
support this new line. We have also expanded and invested in building our sales
force and administrative functions necessary to support anticipated sales growth
from our product line.

     Net sales for the third quarter ended September 30, 2001 increased by
approximately $1,018,000 or 37.9 percent to $3,701,000, compared to net sales of
approximately $2,683,000 for the third quarter of 2000. Net sales for the nine
month period ended September 30, 2001 were approximately $11,001,000, exceeding
the comparable period of 2000 by $2,355,000 or 27.2 %. Sales of the Apnea
product line acquired in November 2000 were primarily responsible for the
increase in overall sales, while sales to Original Equipment Manufacturers
("OEM") sales decreased by 25.0 %.

     Cost of product sales as a percentage of net product sales was 55.5 percent
for the current period ended September 30, 2001 compared to 47.0 % for the same
period in 2000. The unfavorable impact was due primarily to product mix, reduced
sales of OEM product and component cost increases. The Company is pursuing
purchasing or design alternatives and other product cost reductions to improve
its gross profit.

     Selling, general and administrative (SG&A) expenses for the nine months
ended September 30, 2001 and 2000 were $4,249,000 and $3,216,000, respectively,
and $1,435,000 and $1,074,000 respectively, for the third quarter ended
September 30, 2001 and 2000. The increases in SG&A expenses of $1,033,000 and
$361,000 from the comparable prior year periods resulted primarily from
increases in personnel, sales and marketing functions, increases in selling
expenses, including commission and certain professional fees.

     Research and product development (R&D) expenses were approximately $527,000
for the period ended September 30, 2001 as compared to approximately $534,000
for the comparable period in the prior year. R&D expenses were lower as of
September 30, 2001 by approximately $147,000 and $138,000 due to cost
reimbursements from Mallinckrodt for transitional engineering support of AMI
Plus monitors and the grant received from the National Institutes of Health
(NIH), respectively.

     Interest expenses for the nine months ended September 30, 2001 and 2000
were approximately $152,000 and $26,000, respectively. The increase in interest
expenses of $126,000 from the comparable prior year period resulted primarily
from the debt associated with the acquisition of Apnea Product Line during
November 2000.

     The provision for income taxes, which represents state and federal income
taxes for the nine month period ended September 30, 2001, was a reduction of
($37,000) compared to $390,000 for the same period last year.
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                         Page 13


     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible
Assets", which together significantly change the accounting and disclosures
required for these activities and related assets. The primary changes resulting
from these standards consist of the cessation of the "pooling of interests"
method of accounting and how goodwill and intangible assets will be segregated,
amortized (or not amortized), reviewed for impairment (if any), and disclosed
within the footnotes to financial statements. The Company's adoption of SFAS No.
141 will have no impact on the historical financial statements. The Company will
adopt SFAS No. 142 effective January 1, 2002. The adoption of SFAS No. 142 is
not anticipated to have a significant impact on the Company's accounting for
intangible assets (with an aggregate carrying value of approximately $236,000 as
of September 30, 2001).

Backlog
-------

     The Company's practice is to ship its products upon receipt of a customer's
order or pursuant to customer requested ship dates. On September 30, 2001, the
Company had a backlog of orders from customers for products with requested ship
dates in 2001 totaling approximately $815,700, deliverable throughout 2001.
During the fourth quarter of 2001, the Company anticipates fulfilling
approximately $677,100 of this backlog.

Financial Condition, Liquidity and Capital Resources
----------------------------------------------------

     At September 30, 2001, the Company's cash and cash equivalents totaled
$244,000 compared to $915,000 at December 31, 2000 (a decrease of 73.3 %). The
Company's working capital totaled $5,272,000 on September 30, 2001, compared to
$5,435,000 on December 31, 2000. The Company's decreased cash position is due to
internally financing additional manufacturing equipment and additional staff to
support the Apnea Monitor product line acquisition. During the quarter ended
September 30, 2001, the Company invested in short-term notes, earning interest
of approximately $23,700.

     During August 2001, the Company increased its line of credit with a
Connecticut bank to $3,000,000. Borrowings under the line bear interest at the
bank's base rate, which may change from time to time (6.5% as of September 30,
2001). At September 30, 2001, there were no borrowings outstanding under this
line.

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


PART II

ITEM 3  EXHIBITS AND REPORTS
----------------------------

     (A)  Exhibits
          11.  See Notes to Financial Statements Note 4, regarding
               computation of earnings per Share.

     (B)  Reports on Form 8-K
          None
<PAGE>
                                                                     Form 10-QSB
                                                              September 30, 2001
                                                                         Page 14





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)



/s/ Louis P. Scheps                                Date:  March 22, 2002
--------------------------------------
Louis P. Scheps
(President and Chief Executive Officer
 and Chief Financial Officer)