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

                                  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 March 31, 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: 9,570,077 shares as of March 31, 2001.
                               -------------------------------------

================================================================================
<PAGE>
                                                                     Form 10-QSB
                                                                  March 31, 2001
                                                                          Page 2


                                     PART I.
                                     -------

ITEM 1.  FINANCIAL INFORMATION
------------------------------

     The 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, 2000.

     In the opinion of the Company, all adjustments necessary to present fairly
the financial position of CAS Medical Systems, Inc. as of March 31, 2001, and
the results of its operations and its cash flows for the three months ended
March 31, 2001 and 2000 have been included.
<PAGE>
                                                                     Form 10-QSB
                                                                  March 31, 2001
                                                                          Page 3



                            CAS MEDICAL SYSTEMS, INC.

            BALANCE SHEETS AS OF MARCH 31, 2001 AND DECEMBER 31, 2000
            ---------------------------------------------------------



                                                 March 31,       December 31,
ASSETS                                             2001              2000
------                                         ------------      ------------
                                                (unaudited)        (audited)
Current Assets:
    Cash and cash equivalents                  $    630,849      $    914,881
    Accounts receivable, net of allowance
      for doubtful accounts                       2,573,553         2,728,314
    Inventory                                     3,371,837         3,328,312
    Deferred tax assets                             160,500           160,500
    Other current assets                             61,773            87,072
                                               ------------      ------------

Total current assets                              6,798,512         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                       1,941,478         1,838,684
                                               ------------      ------------
                                                  3,948,640         3,785,971

    Less-Accumulated depreciation                 1,260,997         1,176,167
                                               ------------      ------------
                                                  2,687,643         2,609,804
                                               ------------      ------------
Other Assets                                        272,561           281,061
                                               ------------      ------------
Total assets                                   $  9,758,716      $ 10,109,944
                                               ============      ============



    The accompanying notes are an integral part of these financial statements
<PAGE>
                                                                     Form 10-QSB
                                                                  March 31, 2001
                                                                          Page 4




                            CAS MEDICAL SYSTEMS, INC.

            BALANCE SHEETS AS OF MARCH 31, 2001 AND DECEMBER 31, 2000
            ---------------------------------------------------------



                                                      March 31,     December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY                    2001            2000
------------------------------------                ------------    ------------
                                                     (unaudited)     (audited)
Current Liabilities:
      Current portion of long-term debt             $    353,945    $    353,945
      Accounts payable                                   773,618         659,942
      Income taxes payable                               161,962         191,425
      Accrued payroll                                     19,931         238,515
      Accrued professional fees                           25,781          60,805
      Accrued warranty expenses                           70,000          70,000
      Other accrued expenses                             106,451         209,173
                                                    ------------    ------------
           Total current liabilities                   1,511,688       1,783,805
                                                    ------------    ------------
Long-term Debt                                         2,678,823       2,790,037
                                                    ------------    ------------
Shareholders' Equity:
      Common stock, $.004 par value per share,
         19,000,000 shares authorized 9,570,077
         and 9,457,577 shares issued and outstanding
         in 2001 and 2000, respectively.                  38,281          37,991
      Additional paid-in capital                       2,786,064       2,754,304
      Retained earnings                                2,743,860       2,743,807
                                                    ------------    ------------
      Total shareholders' equity                       5,568,205       5,536,102
                                                    ------------    ------------
Total liabilities and shareholders' equity            $9,758,716     $10,109,944
                                                    ============    ============





    The accompanying notes are an integral part of these financial statements
<PAGE>
                                                                     Form 10-QSB
                                                                  March 31, 2001
                                                                          Page 5



                            CAS MEDICAL SYSTEMS, INC.

                              STATEMENTS OF INCOME
                              --------------------
                           For the Three Months Ended
                           --------------------------
                             March 31, 2001 and 2000
                             -----------------------



                                                            (Unaudited)
                                                         Three Months Ended
                                                              March 31,
                                                        2001           2000
                                                    ---------------------------
REVENUES:
      Net product sales                             $  3,691,619   $  2,917,082
      Licensing fees                                          --         86,444
                                                    ------------   ------------
                                                       3,691,619      3,003,526

OPERATING EXPENSES:
      Cost of product sales                            2,021,253      1,345,200
      Selling, general & administrative                1,378,446      1,062,981
      Research & development                             240,314        208,166
                                                    ------------   ------------
      Operating income                                    51,606        387,179

INTEREST (EXPENSE), net                                  (51,518)       (15,436)
                                                    ------------   ------------
      Income before income taxes                              88        371,743

PROVISION FOR INCOME TAXES                                    35        150,000
                                                    ------------   ------------
      Net Income                                    $         53   $    221,743
                                                    ============   ============
Weighted average number of common shares outstanding:
      Basic                                            9,539,799      9,457,577
                                                    ============   ============
      Assuming dilution                               10,922,657      9,978,820
                                                    ============   ============
Earnings per common share:
      Basic                                         $       0.00   $       0.02
                                                    ============   ============
      Assuming dilution                             $       0.00   $       0.02
                                                    ============   ============



    The accompanying notes are an integral part of these financial statements
<PAGE>
                                                                     Form 10-QSB
                                                                  March 31, 2001
                                                                          Page 6


                            CAS MEDICAL SYSTEMS, INC.

                       STATEMENTS OF SHAREHOLDERS' EQUITY
                       ----------------------------------
               For the Three Months Ended March 31, 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
Net income for three months
  (Unaudited)                                  --             --             --        221,743        221,743
                                     ------------   ------------   ------------   ------------   ------------
Balance, March 31, 2000
  (Unaudited)                           9,457,777   $     37,831   $  2,730,626   $  2,329,817   $  5,098,274
                                     ============   ============   ============   ============   ============




                                             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                   72,500            290         31,760             --         32,050
Net income for three months
  (Unaudited)                                  --             --             --             53             53
                                     ------------   ------------   ------------   ------------   ------------
Balance, March 31, 2001
  (Unaudited)                           9,570,077   $     38,281   $  2,786,064   $  2,743,860   $  5,568,205
                                     ============   ============   ============   ============   ============
</TABLE>



    The accompanying notes are an integral part of these financial statements
<PAGE>
                                                                     Form 10-QSB
                                                                  March 31, 2001
                                                                          Page 7



                            CAS MEDICAL SYSTEMS, INC.

                            STATEMENTS OF CASH FLOWS
                            ------------------------
               For the Three Months Ended March 31, 2001 and 2000
               --------------------------------------------------
                                   (Unaudited)

                                                             March 31,
                                                    ---------------------------
                                                        2001           2000
                                                    ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                        $         53   $    221,743
  Adjustments to reconcile net income
  to net cash (used in)/provided by
  operating activities:
    Depreciation and amortization                        101,680         70,629
    Accounts receivable                                  154,761         (7,542)
    Inventory                                            (43,525)      (304,975)
    Other current assets                                  25,299         23,993
    Accounts payable and accrued expenses               (272,117)       230,059
                                                    ------------   ------------
    Net cash (used in)/provided by operating
     activities                                          (33,849)       233,907
                                                    ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Property and equipment expenditures                   (162,669)       (40,380)
  Other assets                                            (8,350)            --
                                                    ------------   ------------
  Net cash used in investing activities                 (171,019)       (40,380)
                                                    ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments under long-term debt                       (111,214)        (8,656)
  Proceeds from issuance of common stock                  32,050             --
                                                    ------------   ------------
  Net cash used in financing activities                  (79,164)        (8,656)
                                                    ------------   ------------
  Net (decrease) increase in cash and cash
    equivalents                                         (284,032)       184,871

CASH AND CASH EQUIVALENTS, at beginning
  of period                                              914,881      1,255,450
                                                    ------------   ------------
CASH AND CASH EQUIVALENTS, at end of period         $    630,849   $  1,440,321
                                                    ============   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for interest          $     62,964   $     23,808
  Cash paid during the period for income taxes      $     22,361   $    111,573




    The accompanying notes are an integral part of these financial statements
<PAGE>
                                                                     Form 10-QSB
                                                                  March 31, 2001
                                                                          Page 8


                            CAS MEDICAL SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                 March 31, 2001


(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
                                     ------------   ------------   ------------
                                         Three Months Ended March 31, 2001
                                     ------------------------------------------
As originally reported               $     35,232   $       0.00   $  2,779,039
Effect of adjustment,
   Net of tax effects                     (35,179)          0.00        (35,179)
                                     ------------   ------------   ------------
   As adjusted                       $         53   $       0.00   $  2,743,860
                                     ============   ============   ============

(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.

Event-Link(R) Monitoring System
-------------------------------

     During October 1999, the Company acquired the Event-Link(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.
<PAGE>
                                                                     Form 10-QSB
                                                                  March 31, 2001
                                                                          Page 9



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) 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 purchase price was allocated to the
assets acquired based upon their estimated fair values at the date of
acquisition as follows:

     Inventories              $1,640,000
     Equipment                   225,000
     Intangible assets           112,600
     Accrued expenses            (77,600)
                              ----------
                              $1,900,000
                              ==========

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

                                       March 31,     December 31,
                                         2001           2000
                                     ---------------------------
     Raw Material                    $  2,055,578   $  2,566,513
     Work-In-Process                      608,708        432,537
     Finished Inventory                   707,551        329,262
                                     ------------   ------------
                                     $  3,371,837   $  3,328,312
                                     ============   ============

(4)  Earnings Per Common Share:

     The following tables summarize the Company's calculation of Basic and
Diluted Earnings per Share ("EPS") for the three month period ended March 31,
2001 and 2000:
<PAGE>
                                                                     Form 10-QSB
                                                                  March 31, 2001
                                                                         Page 10


                                                 Three Months Ended
                                                   March 31, 2001
                                     ------------------------------------------
                                                  Weighted Average
                                        Income         Shares        Per Share
                                     (Numerator)    (Denominator)     Amount
                                     ------------------------------------------
Basic EPS
  Income available to common
    stockholders                     $         53      9,539,799   $        .00
Effect of Dilutive Securities:
  Options                                      --        494,582             --
  Warrants                                     --        888,276             --
                                     ------------   ------------   ------------
Diluted EPS                          $         53     10,922,657   $        .00
                                     ============   ============   ============



                                                 Three Months Ended
                                                   March 31, 2000
                                     ------------------------------------------
                                                  Weighted Average
                                        Income         Shares        Per Share
                                     (Numerator)    (Denominator)     Amount
                                     ------------------------------------------
Basic EPS
  Income available to common
    stockholders                     $    221,743      9,457,577   $        .02
Effect of Dilutive Securities:
  Options                                      --        132,157             --
  Warrants                                     --        389,086             --
                                     ------------   ------------   ------------
Diluted EPS                          $    221,743      9,978,820   $        .02
                                     ============   ============   ============

(5)  Debt

     The Company has a $2,000,000 line of credit with a Connecticut bank. The
line is repayable upon demand and matures in September 2001. Borrowings under
the line of credit bear interest at the rate of the bank's base rate which may
change from time to time. (Base rate as of March 31, 2001 is 7.5 percent.) At
March 31, 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. No funds under this grant have been received as
of March 31, 2001.
<PAGE>
                                                                     Form 10-QSB
                                                                  March 31, 2001
                                                                         Page 11

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

Results of Operations
---------------------
     The Company reported zero income for the first quarter of the current year,
compared to approximately $222,000 ($0.02 per common share on a diluted basis),
reported for the first quarter of 2000. While overall sales increased on a
comparative basis for the three month period ended March 31, 2001 over the prior
year, approximately $688,000 were attributable to our new product line acquired
in November 2000. The mix of product sold for this quarter, as to the same
period last year, has been more heavily weighted toward products with
traditionally lower gross margin. We expect the trend to continue for the
balance of the year. In addition, production and support costs associated with
the new product line are running higher than we might otherwise anticipate due
to the investment 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 for our product line.

     The Company's revenues for the three month period ended March 31, 2001 were
approximately $3,692,000, exceeding the comparable period in 2000 by
approximately $688,000 or 22.9 percent. The increase was primarily attributable
to growth of non-invasive blood pressure monitors and sales resulting from the
acquisition of Event-Link(R) Monitoring system product line and Apnea AMI Plus
during November 2000.

     Total cost of product sales as a percentage of net product sales was 54.8
percent for the three month period ended March 31, 2001, compared to 46.1
percent for the same period of 2000. The unfavorable impact is due primarily to
changes in product and market mix in 2001, compared to the prior year. The
Company continues to target improvements in product cost to maintain the
Company's competitive position.

     Selling, general and administrative expenses were approximately $1,378,000
as of March 31, 2001, compared to approximately $1,063,000 for the same period
of 2000, an increase of approximately $315,000 or 29.6 percent. The overall
increase in 2001 is the result of additional personnel for the selling and
marketing departments, both domestic and international.

     Research and development expenses increased by 15.4 percent to
approximately $240,000 for the first quarter of 2001, as compared to
approximately $208,000 for the comparable period in the prior year. The increase
is due to new product development, including a non-invasive method of detecting
brain oxygenation in newborns and support for the existing product line.

     The provision for income taxes of $35 and $150,000 for the three month
period ended March 31, 2001 and 2000, respectively, represents federal and state
income taxes.

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 March 31, 2001, the
Company had a backlog of orders from customers for products with requested ship
dates in 2001 totaling approximately $986,600, deliverable throughout 2001.
During the second quarter of 2001, the Company anticipates fulfilling
approximately $585,000 of this backlog.
<PAGE>
                                                                     Form 10-QSB
                                                                  March 31, 2001
                                                                         Page 12


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

     At March 31, 2001, the Company's cash and cash equivalents totaled $631,000
compared to $915,000 at December 31, 2000 (a decrease of 31.4%) and the
Company's working capital totaled $5,287,000 on March 31, 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
March 31, 2001, the Company invested in short-term notes, earning interest of
approximately $11,500.

     At March 31, 2001, the Company had a line of credit with a Connecticut bank
totaling $2,000,000. Borrowings under the line bear interest at the bank's base
rate, which may change from time to time (7.5% at March 31, 2001). At March 31,
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


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)