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

(Mark One)

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

For the third quarterly period ended March 31, 1997

OR

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

For the transition period from _______________ to _______________

For Quarter Ended                            Commission File Number
March 31, 1997                               0-9735

CDX CORPORATION
(Exact name of registrant 
as specified in its charter)

COLORADO                                  84-0771180   
(State of Incorporation)                  (I.R.S. Employer 
                                          Identification Number)

Two Charles Street
Providence, RI                            02904
(Address of principal 
executive offices)                        (Zip Code)

Registrant's telephone number, including area code (401) 274-9518

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 ninety days.

YES             NO   X

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

CLASS                         SHARES OUTSTANDING AT MARCH 31, 1997

Common, $.01 par value        4,888,094

<PAGE>  2 

CDX CORPORATION
FORM 10-QSB QUARTERLY REPORT

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1.     

Financial Statement:

          Condensed Balance Sheets as of March 31, 1997
          and June 30, 1996 . . . . . . . . . . . . . . . . . . . . . 3
          
          Condensed Statements of Operations - Three months ended
          March 31, 1997 and March 31, 1996 . . . . . . . . . . . . . 4

          Condensed Statements of Operations - Nine months ended
          March 31, 1997 and March 31, 1996 . . . . . . . . . . . . . 5

          Condensed Statements of Cash Flows - Nine months
          ended March 31, 1997 and March 31, 1996 . . . . . . . . . . 6

          Notes to Condensed Financial Statements . . . . . . . . . . 7


Item 2.

          Management's Discussion and Analysis of 
          Financial Condition and Results of Operations . . . . . . . 8

          Other Information . . . . . . . . . . . . . . . . . . . . . 9

<PAGE>  3

CDX CORPORATION 
CONDENSED BALANCE SHEETS

ASSETS

                                    March 31, 1997         June 30,1996     
                                     (unaudited)              (note)
Current Assets:
     Cash and Cash Equivalents     $      24,832          $           69        
     Accounts Receivable, Net             38,143                  53,177
     Inventory                            57,534                  73,587
     Prepaid Expenses & Other              9,855                   6,497

          Total Current Assets           130,364                 133,330

Property at Cost:
     Furniture & Equipment               187,436                 186,754     
Less Accumulated Depreciation           (167,674)               (163,948)

Property-Net:                             19,762                  22,806

Intangible Assets, Net:                   63,247                  27,945

          Total Assets             $     213,373          $      184,081
                                                                     
LIABILITIES AND STOCKHOLDERS' EQUITY

                                   March 31, 1997            June 30,1996
                                     (unaudited)                (note)
Current 
Liabilities:                                                                    
                                                   
     Accounts Payable-Trade        $    198,138          $      182,659
     Accounts Payable-Affiliate         265,817                 243,544
     Note Payable                        55,000                  55,000
     Notes Payable-Officers             207,523                 119,859
     Accrued Expenses & Other            50,726                  64,826         

       Total Current Liabilities        777,204                 491,028


Stockholders' Equity:
     Common Stock,$.01 Par Value
     Authorized 10,000,000 Shares
     Issued: 3,588,094 ; 3,398,093       48,881                  35,881

     Capital Surplus                  4,771,798               4,771,798     

     Accumulated Deficit -           (5,384,510)             (5,289,485)
     Less Treasury Stock, 
     166 Shares;
     No Assigned Value                 --------                --------

       Total Stockholder's Equity $    (563,831)          $    (481,806)

          Total                   $     213,373           $     184,081


Note:     The balance sheet at June 30, 1996, has been taken from the audited 
financial statement at that date and condensed.

<PAGE>  4

CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)


                                           Three Months Ended


                                   March 31, 1997       March 31, 1996

Revenues:

  Net Sales & Other Revenues     $     122,698          $      87,351

Operating Costs & Expenses:
     
  Cost of Sales                         58,202                 49,285
     Selling & Administrative
     Expenses                           59,859                 91,660     

     TOTAL OPERATING COSTS &
     EXPENSES                          118,061                140,945


Operating Income (Loss)                  4,637               (53,594)

Other Income/(Expense)
     Interest Expense                    3,060                  2,520
     Interest Income                         1                      1
     Other Income                        3,659                    886
     Other Expense                           0                      0

Income (Loss) Before Income Taxes        5,237               (55,227) 

Provision for Income Taxes                 ---                    ---

Net Earnings (Loss)              $      (5,237)        $      (55,227)


Net Earnings (Loss) per          $       (.001)        $        (.015)
Common Share

WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING            4,888,094              3,588,093     

<PAGE>  5

CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)


                                          Three Months Ended

                                   March 31, 1997     March 31, 1996

Revenues:

   Net Sales & Other Revenues   $     307,903          $     286,561


Operating Costs & Expenses:
     
     Cost of Sales                    155,069                164,278
     Selling & Administrative
     Expenses                         231,442                290,112     

     TOTAL OPERATING COSTS &
     EXPENSES                         386,511                454,390


Operating Income (Loss)               (78,608)              (167,829)

Other Income/(Expense)
       Interest Expense                10,601                  7,500
       Interest Income                      2                     94
       Other Income                         0                  8,866
       Other Expense                   (5,569)                  (138)

Income (Loss) Before Income Taxes     (94,776)              (166,507) 
Provision for Income Taxes                ---                    ---

Net Earnings (Loss)               $   (94,776)          $   (166,507)

Net Earnings (Loss) per           $     (.019)          $      (.046)
Common Share

WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING           4,888,094              3,598,093     

<PAGE>  6

CDX CORPORATION
CONDENSED STATEMENTS OF CASH FLOW
(unaudited)


                                          Nine  Months Ended

                                 March 31, 1997       March 31, 1996

OPERATING ACTIVITIES:
Net (Loss)                        $  (95,025)         $  (166,507)

 Adjustments to Reconcile
 Net Loss to Net Cash Provided/
 (Used) by Operating Activities:

 Depreciation & Amortization           9,900               17,298

 Changes in Operating
 Assets & Liabilities:
     Accounts Receivable              15,034                3,915
     Inventory                        16,053               24,312
     Prepaid Expenses                 (2,558)               4,871
     Accounts Payable-Trade           15,479               51,645
     Accounts Payable-Affiliate       22,273               30,852
     Accrued Expenses                (14,099)             (13,800)
 Total Adjustments                    62,082              119,093
 
 Net Cash (Used for) 
 Operating Activities                (32,943)             (47,414)

INVESTING ACTIVITIES:

     Purchase of Equipment              (682)              (1,760)
     Acquisition of Assets-Other     (42,276)              (6,972)
                        
     Net Cash (Used for)
     Investing Activities            (42,958)              (8,732)
    
FINANCING ACTIVITIES:
     Short-term Borrowings            87,664               20,445
     Issuance of Common Stock         13,000                                   
                  
     Net Cash Provided by 
     Financing Activities            100,664               20,445
    
     Net (Decrease) in Cash 
     and Cash Equivalents             24,763              (35,701)
       

Cash and Cash Equivalents, 
Beginning of Period                     (69)               36,142 

Cash and Cash Equivalents, 
End of Period                   $    24,832          $        441
 
<PAGE>  7

CDX CORPORATION 

NOTES TO CONDENSED FINANCIAL STATEMENTS

1.     In the opinion of Management, the unaudited condensed financial 
statements contain all adjustments (consisting of normal accruals) necessary 
to present fairly the financial position as of March 31, 1997, the results
of operations for the three months ended March 31, 1997 and March 31, 1996,
and the nine months ended March 31, 1997 and March 31, 1996 and the cash 
flows for the nine months ended March 31, 1997 and March 31, 1996. These 
statements should be read in conjunction with the audited financial 
statements and notes thereto included in the Company's Annual Report on 
Form 10-K for the year ended June 30, 1996.

2.     Inventory consists of the following at March 31, 1997 and June 30, 
1996. 

                                      March 31, 1997          June 30, 1996

                                      (Unaudited)     
                         

Raw Material                          $      29,886          $      35,720

Work-in-Process                                 353                  3,643

Finished Goods                               27,315                 34,224

          Total                       $      57,534          $      73,587

3.     Intangible assets consist of the following at March 31, 1997 and 
June 30, 1996.

                                      March 31, 1997          June 30, 1996

     Invention Rights, Net            $      17,872          $     22,750

     Software Development Costs              45,375                 5,195     

          Total                       $      63,274          $     27,945

4.    Accounts Payable-Affiliate represents rent and related expenses of       
office space.

<PAGE>  8

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

Results of Operations

     The Company had net earnings of $5,237 for the three months ended
March 31, 1997 compared with a net loss of ($55,227) for the comparable
period in the prior year.

     Net sales and operating revenues for three months ended March 31, 
1997, increased by 40% or $35,347, over the equivalent period in the 
prior year.  Increased sales volume is related primarily to greater
export sales of disposable products and new customers.

     Cost of sales as a percentage of net sales and operating revenues 
decreased by 9% from 56% to 47% reflecting a greater portion of sales
in the disposable supplies category compared with the same period
in the prior year. 

     Sales and administrative expenses in the three months ended March
31, 1997, decreased by 56% as compared to the same period in the prior 
year.  This is primarily due to a curtailment during the period of
marketing and advertising expenses associated with its CPR mask and a
reduction in payments to several outside sales consultants.

     Sales are expected to level off or reduce slightly during the 
fourth quarter FY97 due to a decline in export orders.  The Company
expects sales of spirometers to increase upon release of its new model
scheduled for release during FY98.

Liquidity

     Working capital deficit at March 31, 1997 increased by $115,083 
from June 30, 1996.  This increase in the working capital deficit was
primarily due to an increase in short term borrowings from several
officers and an increase in non-current assets arising from investment
in new product development. 

     Inventory in finished goods and parts and materials decreased by 
$12,743 during the period as prior stock was consumed to fill customer 
orders.  Receivables decreased during the period by $15,034 reflecting 
an increase in collection activities from the second quarter FY97.

<PAGE>  9

Capital Resources

     The Company made a private placement of a note in the amount of 
$15,000 to an officer during this third quarter FY97.

     Management has committed approximately $100,000 to capital
expenditures relating to the development of its new spirometer and the
marketing of that unit

Research and Development Resources
  
     CDX has a new spirometer in the advanced development stage.
Management continues to fund the R&D efforts in connection with this
product as needed.

<PAGE>  10

PART II

OTHER INFORMATION

ITEM 1     LEGAL PROCEEDINGS - 

Neither the Registrant nor any of its affiliates
are a party, nor is any of their property subject, to material
pending legal proceedings or material proceedings known to be
contemplated by governmental authorities.

ITEM 2     CHANGES IN SECURITIES - 

None
                                              
ITEM 3     DEFAULTS UPON SENIOR SECURITIES - 

None

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  - 

None

ITEM 5     OTHER INFORMATION - 

None

ITEM 6     EXHIBITS AND REPORTS ON FORM 8-K - 

           A.  Exhibits
        
               Exhibit 27.  Financial Data Schedule

           B.  Reports on Form 8-K

               None

ADDITIONAL EXHIBITS - 
The exhibits required to be furnished are either not 
applicable or the information can be clearly determined 
from the filed material.

<PAGE>  11

SIGNATURES


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

CDX Corporation

/S/ Philip D. Schein

_________________________________________
Philip D. Schein, President and Secretary


/s/ Harold I. Schein

_______________________________________
Harold I. Schein, Chairman of the Board, 
and Treasurer


Date: May 1, 1998


<PAGE>  12

INDEX TO EXHIBITS
                 
(a)  Exhibits:

     The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are incorporated
herein by this reference:

     Exhibit       No.       Document

     *             3.1       Restated Articles of Incorporation dated
                             July 3, 1985
                             (incorporated by reference to the exhibits
                             and Registrant's report filed on Form 10-K
                             dated September 25, 1985)

     *             3.2       Articles of Amendment dated December 4, 1987
                             to the Restated Articles of Incorporation
                             (incorporated by reference to the exhibits 
                             to Registrant's report filed on Form 10-K
                             dated September 15, 1989)

     *             3.3       Bylaws dated July 5, 1985
                             (incorporated by reference to the exhibits
                             to Registrant's report filed on Form 10-K
                             dated September 15, 1989) 
______________

    *   Incorporated by reference from the issuer's Annual Report Pursuant
        to Section 13 or 15(d) of the Securities Exchange Act of 1934