FORM 10-QSB

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

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


                     For Quarter Ended March 31, 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 practicable date.


Common Stock, $.004 par value:    9,329,277 shares as of March 31, 1998.  


<PAGE>


                                  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, 1997.  


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


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

         BALANCE SHEETS AS OF MARCH 31, 1998 AND DECEMBER 31, 1997

<CAPTION>

                                        March 31, 1998     December 31, 1997
                                         (unaudited)           (audited)
<S>                                        <C>                 <C>
ASSETS
Current Assets:
  Cash and cash equivalents                $2,036,832          $2,190,345
  Accounts receivable, net of allowance
    for doubtful accounts                     921,190           1,055,881
  Inventory                                   860,839             725,121
  Deferred tax assets                         112,000             112,000
  Other current assets                        110,245              70,339
                                           ----------           ---------
    Total current assets                    4,041,106           4,153,686
                                           ----------           ---------
Property and Equipment
  Furniture and equipment                   1,104,677           1,048,430
  Leasehold improvements                       58,079              58,079
                                           ----------           ---------
                                            1,162,756           1,106,509
  Less-Accumulated depreciation
    and amortization                          901,090             874,855
                                           ----------           ---------
                                              261,666             231,654
Other Assets, net of accumulated
  amortization                                  8,199               8,199
                                           ----------           ---------
Total assets                               $4,310,971          $4,393,539
                                           __________           _________

</TABLE>


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

         BALANCE SHEETS AS OF MARCH 31, 1998 AND DECEMBER 31, 1997

<CAPTION>

                                                                          
                                        March 31, 1998     December 31, 1997
                                         (unaudited)           (audited)
<S>                                        <C>                   <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                         $  198,831            $239,172
  Income taxes payable                        290,246             247,392
  Accrued payroll                              42,445             198,639
  Accrued professional fees                    20,750              61,000
  Accrued warranty                             30,000              30,000
  Other accrued expenses                       23,300              94,400
                                           ----------            --------
    Total current liabilities                 605,572             870,603
                                           ----------            --------
                
Shareholders' Equity:          
  Common stock, $.004 par value per
   share, 19,000,000 shares authorized,
   9,329,277 shares issued and outstand-
   ing in 1998 and 1997.                       37,317              37,317
  Additional paid-in capital                2,697,364           2,697,364
  Retained earnings                           970,718             788,255
                                           ----------           ---------
  Total shareholders' equity                3,705,399           3,522,936
                                           ----------           ---------
Total liabilities and   
    shareholders' equity                  $ 4,310,971          $4,393,539
                                           __________           _________

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


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

                           STATEMENTS OF INCOME

                        FOR THE THREE MONTHS ENDED

                         MARCH 31, 1998 AND 1997

<CAPTION>
                                          (Unaudited)   
                                       Three Months Ended
                                          March 31,  
                                       1998        1997      

<S>                                 <C>          <C>
REVENUES:                                           
  Net product sales                 $1,677,450   $1,738,996 
  Licensing fees                        77 525       91,555
                                     ---------    --------- 
                                     1,754,975    1,830,551 

OPERATING EXPENSES:
  Cost of product sales                665,863      734,958
  Selling, general and
    administrative                     687,673      564,849
  Research and development             119,355      119,221
                                     ---------    ---------
  Operating Income                     282,084      411,523
                                     ---------    --------- 
INTEREST INCOME, Net                    20,379       23,353
                                     ---------    ---------  
  Income Before Income Taxes           302,463      434,876 

PROVISION FOR INCOME TAXES             120,000      174,000
                                     ---------    ---------  
  Net Income                           182,463      260,876
                                     _________    _________  
Weighted average number of common
  shares outstanding:
  Basic                              9,329,277    9,329,277
                                     _________    _________
  Assuming dilution                  9,938,616    9,960,817
                                     _________    _________
Earnings per common share:
  Basic                             $      .02   $      .03
                                     _________    _________
  Assuming dilution                 $      .02   $      .03
                                     _________    _________

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


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

                    STATEMENTS OF SHAREHOLDERS' EQUITY

            FOR THE THREE MONTHS ENDED MARCH 31, 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
  three months              -       -              -       288,397
                    --------- -------     ----------   ------------
Balance                                                        
 March 31, 1997                                                 
 (Unaudited)        9,329,277 $37,317     $2,697,364   $   384,089
                    _________ _______     __________   ____________

<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                                                     
  three months              -       -              -       182,463

                    ---------  ------      ---------    ----------
Balance,          
 March 31, 1998   
 (Unaudited)        9,329,277 $37,317     $2,697,364   $   970,718
                    _________ _______      _________    __________ 

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


<PAGE>
<TABLE>
                         CAS MEDICAL SYSTEMS, INC.
                          STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                (Unaudited)
<CAPTION>
                                            Three Months Ended March 31,    
                                                  1998           1997    
<S>                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                   $182,463      $ 260,876
  Adjustments to reconcile net income
  to net cash (used in) provided by
  operating activities:    
    Depreciation and amortization                26,235         23,212
    Decrease in accounts receivable             134,691         76,864
    (Increase) in inventory                    (135,718)      (  9,956)
    (Increase) Decrease in other  
      current assets                           ( 39,906)        13,188
    (Decrease) in accounts payable   
      and accrued expenses                     (265,031)      (264,123)
                                              _________      _________
    Net cash used in operating
     activities                                ( 97,266)       100,061 
                                              _________      _________
CASH FLOWS FROM INVESTING ACTIVITIES:
  Property and equipment expenditures          ( 56,247)      ( 46,921)
                                              _________      _________
    Net cash used in investing activities      ( 56,247)      ( 46,921)
                                              _________      _________
CASH FLOWS FROM FINANCING ACTIVITIES:    
 
  Net cash used in financing    
    activities                                        -              -
  Net (decrease) increase in cash and    
    cash equivalents                           (153,513)        53,140
                                              _________      _________
CASH AND CASH EQUIVALENTS, at beginning  
  of period                                   2,190,345      1,606,979
                                              _________      _________
CASH AND CASH EQUIVALENTS, at end of period  $2,036,832     $1,660,119
                                              _________      _________

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for interest   $        -       $      -
  Cash paid during the period for income                              
    taxes                                    $   81,500       $125,000
<FN>
See Notes to Financial Statements
</TABLE>


<PAGE>

                         CAS MEDICAL SYSTEMS, INC.
                       NOTES TO FINANCIAL STATEMENTS

(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.

(2)  Summary of Significant Accounting Policies:

     Inventory

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

     Raw Material                    534,820                459,358
     Work-In-Process                 181,158                173,598
     Finished Goods                  144,861                 92,165
                                    --------                -------

                                    $860,839               $725,121
                                    ________                _______
     Property and Equipment

     Property and equipment are stated at cost.  Furniture and equipment are
depreciated using the straight-line method based on 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 Common Share

     Net income per common share has been computed by dividing net income
available for common stock, by the weighted average number of common shares
outstanding.  Weighted average shares outstanding include the common
equivalent shares calculated for the stock options and warrants under the
treasury stock method.

     Reclassifications

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


<PAGE>

             Notes to Financial Statements - (Continued)


(3)  Debt

At March 31, 1998, the Company had a line of credit with a Connecticut
bank totalling $750,000.  Borrowings under the line of credit bears
interest at the prime rate plus 1.0%.  At March 31, 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.

(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 non-exclusive license to use the Company's blood pressure
technology for a special application, and allowing the exchange of
technical know-how.  During February 1997, the Company amended the
original licensing agreement through the year 2000.  As part of the
agreement, the Company will receive license fees of $1,500,000 plus
royalties, of which $895,000 in license fees has been received through
March 31, 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. 


(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 $1,800,000. 
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

    As of March 31, 1998, the Company's cash and cash equivalents
totaled $2,036,832 compared to $2,190,345 at December 31, 1997, and the
Company's working capital totaled $3,435,534 on March 31, 1998,
compared to $3,283,083 on December 31, 1997.  The Company's decreased
cash position is due primarily to increased inventory levels from the
prior year.



<PAGE>
                Notes to Financial Statements - (Continued)

     At March 31, 1998, The Company had a line of credit with a Connecticut
bank totalling $750,000.  Borrowings under the line bears interest at the
prime rate plus 1.0%.  At March 31, 1998, there were no borrowings outstanding
under this line.

    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 first quarter of the current year was approximately
$182,000 or $.02 per common share assuming dilution, compared to $261,000 or
$.03 per common share assuming dilution, reported for the first quarter of
1997.  The 1998 earnings performance was impacted by softness in sales of
certain of the Company's product lines and the increased expenses by
additional personnel in the selling department.

    The Company's revenues for the three month period ended March 31, 1998
were approximately $1,755,000 as compared to approximately $1,831,000 for the
comparable period in the prior year.  The small decrease in 1998 is due
primarily by softness in sales of certain (OEM) original equipment
manufacturer contracts, prompted by corporate acquisitons.  The Company was
able to recover most of the loss by obtaining new contracts.

    Total cost of product sales decreased as a percent of net product sales
from 42.3 percent to 39.7 percent when comparing 1998 and 1997.  The decrease
in cost reflects on-going quality and cost reduction efforts and a more
profitable product mix.

     Selling, general administrative, advertising and promotion expenses were
approximately $688,000 for the first quarter of 1998, compared to
approximately $565,000 for the same period of 1997, an increase of $123,000 or
22 percent.  The overall increase in 1998 is the result of additional sales
personnel, which were placed during the second quarter of 1997 and increased
advertising and promotion expenses for 1998.

     The Company currently invests its excess cash in low-risk, short term
interest bearing instruments.  During the three month period ended March 30,
1998, the Company earned approximately $20,000 of interest income compared to
approximately $23,000 for the same period of 1997.

     The provision for income taxes of $120,000 and $174,000 for the three
month period ended March 31, 1998 and 1997, respectively, represents state and
federal income taxes.

     These factors and licensing revenues resulted in net income of
approximately $182,000 for the first quarter of 1998, as compared to net
income of approximately $261,000 for the comparable period in the prior year.


<PAGE>


                                  PART II

ITEM 3  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)             



May 11, 1998                 Louis P. Scheps
Date                         Louis P. Scheps
                             President and Chief Executive Officer
                             and Chief Financial Officer