SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

     For the Quarterly Period Ended January 31, 1998; or

[ ]  TRANSITION REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

     For the transition period from ____________ to _____________


Commission File Number:    0-28010


                                  MEDWAVE, INC.
             (Exact name of registrant as specified in its charter)
         Minnesota                                           41-1493458
(State or other jurisdiction of                              (IRS employer
incorporation or organization)                        identification number)
                            4382 Round Lake Road West
                          Arden Hills, Minnesota 55112
                    (Address of principal executive offices,
                                    zip code)

                                 (612) 639-1227
                    (Registrant's telephone number, including
                                   area code)



Indicate by mark  whether  the issuer (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 as 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 [ ]

As of  January  31,  1998,  the  issuer  had  4,926,896  shares of Common  Stock
outstanding.



<PAGE>


                                                   
                                  Medwave, Inc.

                                    Form 10-Q

                                      INDEX

                                                                            Page


PART I.  FINANCIAL INFORMATION

  Item 1.   Financial Statements

            Balance Sheets - April 30, 1997 and January 31, 1998               2

            Statements of Operations - Three Months Ended January 31, 1998     3
               and January 31, 1997, Nine Months Ended January 31, 1998
                 and January 31, 1997, and Period from June 27, 1984
                (Inception) to January 31, 1998

            Statements of Cash Flows - Three Months Ended January 31, 1998     4
               and January 31, 1997, Nine Months Ended January 31, 1998 and
               January 31, 1997,  and Period from June 27, 1984 (Inception) to
               January 31, 1998

            Notes to Financial Statements                                      5


  Item 2.   Management's Discussion and Analysis of Financial Condition        5
               and Results of Operations

  Item 3.   Quantitative and Qualitative Disclosures About Market Risk         7

PART II.    OTHER INFORMATION

  Item 1.   Legal Proceedings                                                  8

  Item 2.   Changes in Securities and Use of Proceeds                          8

  Item 3.   Defaults Upon Senior Securities                                    9

  Item 4.   Submission of Matters To A Vote of Security Holders                9

  Item 5.   Other Information                                                  9

  Item 6.   Exhibits and Reports on Form 8-K                                   9


<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.  Financial Statements

                    
                                  Medwave, Inc.
                          (A Development Stage Company)
                                 Balance Sheets
<TABLE>
<CAPTION>

                                                                      April 30,     January 31,
                                                                        1997           1998
                                                                   -----------------------------
                                                                    (see note 2)   (unaudited)
<S>                                                                <C>             <C>
Assets
Current Assets:
      Cash and cash equivalents                                    $  1,240,100    $  2,005,308
      Short term investments                                          2,539,905         511,250
      Accounts receivable                                                41,986         157,619
      Inventories                                                       114,467         282,658
      Prepaid expenses                                                   81,182         105,594
                                                                   ------------    ------------
Total current assets                                                  4,017,640       3,062,429

Investments                                                           1,298,658       1,087,648

Property and equipment:
      Research and development equipment                                237,561         243,630
      Office Equipment                                                  121,193         118,690
      Manufacturing and engineering equipment                            68,262          71,582
      Sales and marketing equipment                                      34,371          58,165
      Leasehold improvements                                             31,613          31,613
                                                                   ------------    ------------
                                                                        493,000         523,680
      Accumulated depreciation                                         (336,320)       (376,331)
                                                                   ------------    ------------
                                                                        156,680         147,349

Patents, net                                                             78,818          59,769
                                                                   ------------    ------------
Total Assets                                                       $  5,551,796    $  4,357,195
                                                                   ============    ============

Liabilities and shareholders' equity
Current liabilities:
      Accounts payable                                             $     78,390    $     83,918
      Accrued payroll                                                    50,810         147,286
                                                                   ------------    ------------
Total current liabilities                                               129,200         231,204

Shareholders' equity:
      Common Stock, no par value:
                 Authorized shares--50,000,000
                 Issues and outstanding shares -- 4,818,738 at       12,764,703      13,237,386
                    April 30, 1997 and 4,926,896 at Jan 31, 1998
      Unrealized gain/(loss) on investments                             (24,919)           --
      Deficit accumulated during the development stage               (7,317,188)     (9,111,395)
                                                                   ------------    ------------
Total shareholders' equity                                            5,422,596       4,125,991
                                                                   ------------    ------------

Total liabilities and shareholders' equity                         $  5,551,796    $  4,357,195
                                                                   ============    ============
</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>
                                  Medwave, Inc.
                          (A Development Stage Company)

                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                    Period from
                                                                                                                    June 27, 1984
                                                                                                                    (Inception)
                                               Three months ended January 31      Nine months ended January 31          to
                                                ----------------------------      ----------------------------
                                                     1998          1997               1998             1997       January 31, 1998
                                                ----------------------------      ----------------------------      -----------
<S>                                             <C>              <C>              <C>              <C>              <C>
Revenue:
      Net Sales                                 $   166,013      $    20,481      $   458,809      $    25,476      $   531,751

Operating expenses:
      Cost of sales and product development         129,582           51,551          435,348           60,904          548,608
      Research and development                      230,686          191,351          812,041          605,810        5,399,773
      Sales and marketing                           284,372          136,669          844,444          336,228        1,492,720
      General and administrative                    126,828          139,129          333,542          358,390        2,548,032
                                                 ----------       ----------      -----------      -----------      -----------
Operating loss                                  ($  605,455)     ($  498,219)     ($1,966,566)     ($1,335,856)     ($9,457,382)

Other income:
      Interest income                                48,816           76,818          172,358          249,460          972,748
                                                 ----------       ----------      -----------      -----------      -----------
Net loss                                        $  (556,639)     $  (421,401)     $(1,794,208)     $(1,086,396)     $(8,484,634)
                                                 ==========       ==========      ===========      ===========      ===========

Net loss per share                              $     (0.12)     $     (0.09)     $     (0.37)     $     (0.23)     $     (3.62)
                                                 ==========       ==========      ===========      ===========      ===========
Weighted average number of common and
      common equivalent shares outstanding        4,828,528        4,811,034        4,822,831        4,780,629        2,346,640
                                                 ==========       ==========      ===========      ===========      ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.




<PAGE>

                                  Medwave, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                     Period from
                                                                                                                     June 27, 1984
                                                                                                                     (Inception)
                                                       Three months ended January 31  Nine months ended January 31        to
                                                        ---------------------------    ----------------------------  
                                                             1998           1997           1998            1997     January 31, 1998
                                                        ---------------------------    ----------------------------    -------------

<S>                                                     <C>            <C>             <C>             <C>             <C>          
Operating activities
Net loss                                                $   (556,639)  $   (421,401)   $ (1,794,208)   $ (1,086,396)   $ (8,484,634)
Adjustments to reconcile net loss to net cash used
  in operating activities:
      Depreciation                                            21,039         12,713          58,472          29,229         535,355
      Amortization                                             6,350          6,530          19,049          23,481          78,089
      Loss on sale of equipment                                 --             --              --              --             7,375
      Issuance of Common Stock for consulting services          --             --              --              --             3,413
      Changes in operating assets and liabilities:
         Accounts receivable                                 (92,726)          (328)       (115,633)         (5,323)       (157,619)
         Inventories                                        (123,621)        18,278        (168,191)        (98,142)       (282,658)
         Prepaid expenses                                    (97,225)        32,156         (24,412)         (8,506)       (105,594)
         Accounts payable and accrued expenses               (65,315)         5,074           5,528         (39,850)         83,918
         Accrued payroll and related taxes                    93,388          1,067          96,476          13,367         147,286
                                                        ------------    -----------     -----------       ---------       ---------
Net cash used in operating activities                       (814,749)      (345,911)     (1,922,919)     (1,172,140)     (8,175,069)

Investing activities
Patent expenditures                                             --             --              --           (27,157)       (137,858)
Purchase of investments                                     (297,144)    (6,046,921)     (1,785,193)    (11,262,975)    (30,654,654)
Sales and maturity of investments                               --        6,419,501       4,050,460      11,660,978      29,056,438
Purchase of property and equipment                            (3,666)       (27,660)        (49,823)        (86,310)       (706,317)
Proceeds from sale of equipment                                 --             --              --              --            18,200
                                                        ------------    -----------     -----------       ---------       ---------
Net cash used in investing activities                       (300,810)       344,920       2,215,444         284,536      (2,424,191)

Financing activities
Net proceeds from issuance of Convertible Preferred Stock       --             --              --              --         4,848,258
Net proceeds from issuance of Common Stock                   469,683          2,850         472,683         293,859       7,756,310
                                                        ------------    -----------     -----------       ---------       ---------
Net cash provided by financing activities                    469,683          2,850         472,683         293,859      12,604,568
                                                        ------------    -----------     -----------       ---------       ---------

(Decrease) increase in cash and cash equivalents            (645,876)         1,859         765,208        (593,745)      2,005,308
Cash and cash equivalents at beginning of period           2,651,184        173,517       1,240,100         769,121            --
                                                        ------------    -----------     -----------       ---------       ---------
Cash and cash equivalents at end of period              $  2,005,308   $    175,376    $  2,005,308    $    175,376    $  2,005,308
                                                        ============    ===========     ===========       =========       =========

</TABLE>

The accompanying notes are an integral part of these financial statements.



<PAGE>


                                  Medwave, Inc.
                          (A Development Stage Company)

                          Notes To Financial Statements

                                January 31, 1998


1.    Organization and Description of Business

      Medwave,  Inc.  (the Company) is a development  stage  enterprise  engaged
      exclusively  in  the  development,   manufacturing   and  marketing  of  a
      proprietary,  non-invasive system that continually monitors arterial blood
      pressure of adults.


2.    Basis of Presentation

      The  financial  information  presented  as of  January  31,  1998 has been
      prepared from the books and records without audit.  Financial  information
      as of April  30,  1997 is based on  audited  financial  statements  of the
      Company  but  does not  include  all  disclosures  required  by  generally
      accepted  accounting  principles.  In  the  opinion  of  management,   all
      adjustments, consisting only of normal recurring adjustments necessary for
      a  fair  presentation  of  the  financial   information  for  the  periods
      indicated,  have been  included.  For further  information  regarding  the
      Company's  accounting  policies,  refer to the  financial  statements  and
      related notes  included in the Company's  Annual Report on Form 10-KSB for
      the fiscal year ended April 30, 1997.

3.    Net Loss Per Share

      The Company has adopted Financial  Accounting Standards Board Statement No
      128,  "Earnings Per Share".  This Statement replaces  previously  reported
      primary and fully diluted  earnings per share (EPS) with basic and diluted
      EPS.  Unlike  primary EPS,  basic EPS  excludes  any  dilutive  effects of
      options, warrants and convertible debt. Diluted EPS is very similar to the
      previously  reported fully diluted EPS. For the three month and nine month
      periods  ended  January  31,  1997  and  January  31,  1996,  there  is no
      difference  between  basic and diluted net loss per share or between basic
      and net loss per share as previously  reported.  Common  equivalent shares
      from  stock  options  and  warrants  are  excluded  as their  effects  are
      anti-dilutive.

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operation

The following  discussion  should be read in conjunction  with, and is qualified
by, the Company's financial statements set forth in Item 1 of this Form 10-Q.

General

The  Company,  which was formed in 1984,  is a  development  stage  company that
currently  employs fifteen  full-time  employees and three part-time  employees.
Since its inception, the Company has been engaged exclusively in the development
of a non-invasive,  blood pressure measurement and monitoring system.  Utilizing
the Company's  proprietary  technology,  the  Vasotrac(R)  system monitors blood
pressure continually, providing new readings about every fifteen heartbeats. The
continual, efficacious and non-invasive qualities of the Vasotrac(R) system make
it a new approach to blood pressure monitoring.



<PAGE>


The  Company  has  incurred  an  accumulated  deficit of  $(9,111,395)  from its
inception through January 31, 1998.  Significant  additional losses from further
development,   testing,  regulatory  compliance,  sales,  marketing,  and  other
expenses  are  expected  to be incurred by the Company at least until it emerges
from the development stage.

The Company's success is dependent upon the successful development and marketing
of  the  Vasotrac(R)  system.  However,  there  can  be no  assurance  that  the
Vasotrac(R) system can be successfully marketed or sold in sufficient quantities
and at margins  necessary to achieve or maintain  profitability.  The Company is
currently  conducting a controlled  market rollout of the Vasotrac(R)  system in
order to allow  flexibility  if  product  design  alterations  are  required  in
response to customer  feedback.  The  Company  hopes to be ready for  nationwide
sales by April 1998. In preparing for  nationwide  sales,  the Company is in the
process of adding and training  dealers.  The Company  recently added dealers in
the southern United States and California.  Depending upon whether the Company's
sales efforts are successful and given the relatively long length of time of the
hospital sales cycle for capital equipment,  it will likely be mid-calendar 1998
before the Company  starts to receive  orders from these  dealers.  A nationwide
sales effort is highly dependent on the development  process for the system, the
scale-up  process,  customer  acceptance,  and distribution  methods that become
available to the Company.

As the Company emerges from the development  stage, its success will also depend
on its  ability  to  hire  additional  employees  for key  operating  positions,
including  sales and  marketing  positions.  Competition  for such  employees is
intense and there can be no  assurance  that the Company will be  successful  in
hiring such employees on acceptable  terms or when  required,  or in maintaining
the services of its present  employees.  The Company  estimates  that within the
next twelve months, it may require  approximately 10 additional persons, for key
positions in areas including  general and  administrative,  sales and marketing,
research and development and manufacturing.  The Company preliminarily estimates
that  these  employees  will  increase  employee-related  expenses  in excess of
$500,000 during the next twelve months.  However,  such requirements are subject
to change and are highly  dependent on the  development  process for the system,
including  the  manufacturing  scale-up  process,  market  acceptance,  and  the
Company's distribution methods.

Cash and cash  equivalents,  and short and long-term  investments are being used
primarily  to continue  clinical  testing of the  Vasotrac(R)  system,  to begin
manufacturing  and  marketing,  to conduct any  additional  research and product
development efforts that may be necessary,  and to provide working capital. Over
the next twelve months,  the Company  expects to spend in excess of $900,000 for
research and  development,  including  amounts  expected to be spent on clinical
trials.  The funds are expected to be used to develop improved sensors and wrist
holders and to sustain  engineering  support for  manufacturing.  No significant
amount of equipment is expected to be required.  The Company  believes  that the
cash and cash  equivalents,  and short and long-term  investments will allow the
Company to meet its cash  requirements  for  approximately  twelve  months  from
January 31, 1998. If the development  process for the system does not proceed as
expected  because  significant  product  design  changes are required to achieve
market  acceptance,  or unexpected  difficulties  are  encountered  in attaining
cost-effective manufacturability,  the Company may require additional capital at
an earlier date.  Such capital may be sought through bank  borrowing,  equipment
financing,  equity financing,  and other methods.  The Company's financing needs
are subject to change  depending on, among other things,  market  conditions and
opportunities,  equipment or other asset-based  financing that may be available,
and cash flow from operations.  Any material favorable or unfavorable  deviation
from its anticipated expense could significantly affect the timing and amount of
additional  financing  that may be  required.  Additional  financing  may not be
available  when needed or, if available,  may not be on terms that are favorable
to the Company or its security  holders.  In addition,  any such financing could
result in substantial dilution to then existing security holders.



<PAGE>


Results of Operations

The  results of  operations  compares  the three  months and nine  months  ended
January 31, 1998 and 1997,  respectively.  The analysis of liquidity and capital
resources compares January 31, 1998 to April 30, 1997.

Operating  revenue was $166,013 and $20,481 for the quarters  ended  January 31,
1998 and January 31,  1997,  respectively.  Operating  revenue was  $458,809 and
$25,476  for the nine  months  ended  January  31,  1998 and  January  31,  1997
respectively.  The Company  commenced sales in the second quarter of fiscal year
1997.

Cost of sales and product  development was $129,582 and $51,551 for the quarters
ended  January 31, 1998 and January 31,  1997,  respectively.  Cost of sales and
product  development  was $435,348 and $60,904 for the nine months ended January
31, 1998 and January 31, 1997, respectively.  The Company commenced sales during
the second quarter of fiscal year 1997.

The Company incurred $230,686 and $191,351 for research and development expenses
for the quarters ended January 31, 1998 and January 31, 1997, respectively.  The
Company incurred $812,041 and $605,810 for research and development expenses for
the nine months ended January 31, 1998 and January 31, 1997,  respectively.  The
research and development expense increase was primarily attributed to conducting
a multi-site clinical study on the accuracy of the Vasotrac(R) system.

The Company incurred $284,372 and $136,669 for sales and marketing  expenses for
the  quarters  ended  January 31, 1998 and January 31, 1997,  respectively.  The
Company incurred $844,444 and $336,228 for sales and marketing  expenses for the
nine months ended January 31, 1998 and January 31, 1997 respectively.  The sales
and  marketing  expense  increase was  attributable  to the hiring of additional
sales and marketing  personnel and an increase in travel expenses as the Company
continues the controlled market rollout of the Vasotrac(R).

The Company  incurred  $126,828  and  $139,129  for  general and  administrative
expenses  for the  quarters  ended  January  31,  1998  and  January  31,  1997,
respectively.  The Company  incurred  $333,542  and $358,390 for the nine months
ended  January  31, 1998 and  January  31,  1997  respectively.  The general and
administrative  expenses decrease was primarily  attributable to lower insurance
expenses.

Interest  income was $48,816 and $76,818 for the quarters ended January 31, 1998
and January 31, 1997,  respectively.  Interest  income was $172,358 and $249,458
for the nine months  ended  January 31, 1998 and January 31, 1997  respectively.
The decrease  reflects  lower cash,  cash  equivalents,  and short and long-term
investments  as the  Company  incurs  the cost of  rolling  out the  Vasotrac(R)
system.

Liquidity and Capital Resources

The Company's cash, cash equivalents,  and short- and long-term investments were
$3,604,206 and $5,078,663 at January 31, 1998 and April 30, 1997,  respectively.
The Company  incurred  cash  expenditures  of $814,749  for  operations  for the
quarter ended January 31, 1998.

With the cash and cash  equivalents,  and short and long-term  investments,  the
Company  believes that sufficient  liquidity is available to satisfy its working
capital needs for approximately twelve months from January 31, 1998. The Company
has no significant capital expenditure commitments.

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk
   Not applicable.



<PAGE>


PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS
   Not applicable.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On January 9, 1998, the  Registrant  sold 12,658 shares of Common Stock for cash
consideration  of  $23,670.  Such  shares  were  sold to  David  B.  Johnson,  a
shareholder  of  the  Registrant,  upon  exercise  of a  warrant  issued  by the
Registrant in February  1991. No commissions  were paid in connection  with such
sale. The sale of such Common Stock was deemed to be exempt from registration by
virtue of Section 4(2) thereof. Mr. Johnson represented his intention to acquire
the  Common  Stock  for  investment  purposes  only  and not  with a view to the
distribution  thereof,  in addition,  a restrictive  securities  legend has been
placed on the certificates representing the shares.

Use of proceeds for the period ending:      January 31, 1998
(1)      Effective Date:                           November 9, 1995
         SEC File Number:                          0-28010-6

(2)      Offering Date:                            November 9, 1995

(4)(ii)  Managing Underwriter:                     Miller, Johnson & Kuehn, Inc.
(4)(iii) Title of Security:                        Common Stock
(4)(iv)  Amount Registered:                         1,610,000
         Aggregate Offering Price:                 $8,050,000
         Amount Sold:                               1,610,000
         Aggregate Offering Price Sold:            $8,050,000
(4)(v)   Underwriting Discount and Commissions:            $   805,000
         Expenses paid to or for underwriters:             $   194,169
         Other expenses:                                   $   217,263
         Total expenses:                                   $ 1,216,432
         All 4(v) are direct or indirect payments to others
(4)(vi)  Net offering proceeds:                    $6,833,568
(4)(vii) Temporary Investments (specify)
         Construction of Plant, building and Facilities    
                 (A) Direct or indirect payments to directors,
                 officers, general partners of issuer or their
                 associates, to persons owning ten percent
                 (10%) or more of any class of equity securities
                 of the issuer and to affiliates of the issuer:        None
                 (B)  Direct or indirect payment to others:           $ 31,613

         Purchases and installation of machinery and equipment
                 (A) Direct or indirect payments to directors,
                 officers, general partners of issuer or their
                 associates, to persons owning ten percent
                 (10%) or more of any class of equity securities
                 of the issuer and to affiliates of the issuer:        None
                 (B)  Direct or indirect payment to others:           $215,170

         Reserve Asset Management Account: 
                 (A)  Direct or indirect payments to directors,
                 officers, general partners of issuer or their
                 associates, to persons owning ten percent
                 (10%) or more of any class of equity securities
                 of the issuer and to affiliates of the issuer:        None
                 (B)  Direct or indirect payment to others:           $1,024,572


<PAGE>

         Marketing & Manufacturing:
                 (A)  Direct or indirect payments to directors,
                 officers, general partners of issuer or their
                 associates, to persons owning ten percent
                 (10%) or more of any class of equity securities
                 of the issuer and to affiliates of the issuer:       $  399,516
                 (B)  Direct or indirect payment to others:           $2,020,761

         Research & Development:
                 (A)  Direct or indirect payments to directors,
                 officers, general partners of issuer or their
                 associates, to persons owning ten percent
                 (10%) or more of any class of equity securities
                 of the issuer and to affiliates of the issuer:       $  236,868
                 (B)  Direct or indirect payment to others:           $1,765,980

         General & Administrative:
                 (A)  Direct or indirect payments to directors,
                 officers, general partners of issuer or their
                 associates, to persons owning ten percent
                 (10%) or more of any class of equity securities
                 of the issuer and to affiliates of the issuer:       $  245,881
                 (B)  Direct or indirect payment to others:           $  893,207

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
   Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   Not applicable.

ITEM 5.  OTHER INFORMATION

Safe Harbor  Statement  under the Private  Securities  Litigation  Reform Act of
1995:  Statements  in this  filing,  and  elsewhere,  which look forward in time
involve  risks  and  uncertainties  which  may  affect  the  actual  results  of
operations. The following important factors, among others, have affected and, in
the  future,  could  affect the  Company's  actual  results:  resistance  to the
acceptance of new medical  products,  the market  acceptance of the  Vasotrac(R)
system,  hospital  budgeting  cycles,  the  possibility  of adverse  findings or
negative commentary from clinical researchers or other users of the product, and
the Company's  success in creating a network of distributors  capable of selling
the Company's  product and the Company's  ability to scale up its  manufacturing
process.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)    EXHIBITS:
                EXHIBITS DESCRIPTION
                      11  Statement regarding Computation of Earnings Per Share
                      27  Financial data schedule

         (B)    REPORTS ON FORM 8K:
                      No reports on Form 8-K were filed by the Company  during
                      the quarter ended January 31, 1998


<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Date:    February 12, 1998           Medwave, Inc.

                                     By:  /s/ G. Kent Archibald
                                          G. Kent Archibald
                                          President and Chief Executive Officer

                                          /s/ Mark T. Bakko
                                          Mark T. Bakko
                                          Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX


                                  MEDWAVE, INC.

                                    FORM 10-Q

                                FOR QUARTER ENDED
                                JANUARY 31, 1998




Exhibit No.        Description

11                 Statement regarding Computation of Earnings Per Share

27                 Financial Data Schedule (filed in electronic format only)