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 combined two quarterly periods ended December 31, 1996

OR

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

For the transition period from _______________ to _______________

For Two Quarters Ended                    Commission File Number
December 31, 1996                            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 DECEMBER 31, 1996

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 December 31, 1996
          and June 30, 1996 . . . . . . . . . . . . . . . . . . . . . 3
          
          Condensed Statements of Operations - Three months ended
          September 30, 1996 and September 30, 1995 . . . . . . . . . 4

          Condensed Statements of Operations - Three months ended
          December 31, 1996 and December 31, 1995 . . . . . . . . . . 5

          Condensed Statements of Operations - Combined six months
          ended December 31, 1996 and December 31, 1995 . . . . . . . 6

          Condensed Statements of Cash Flows - Combined six months
          ended December 31, 1996 and December 31, 1995 . . . . . . . 7

          Notes to Condensed Financial Statements . . . . . . . . . . 8


Item 2.

          Management's Discussion and Analysis of 
          Financial Condition and Results of Operations . . . . . . . 9

          Other Information . . . . . . . . . . . . . . . . . . . . . 10

<PAGE>  3

CDX CORPORATION 
CONDENSED BALANCE SHEETS

ASSETS

                                   December 31, 1996         June 30,1996     
                                     (unaudited)              (note)
Current Assets:
     Cash and Cash Equivalents     $       9,325          $           69        
     Accounts Receivable, Net             48,467                  53,177
     Inventory                            46,199                  73,587
     Prepaid Expenses & Other              5,959                   6,497

          Total Current Assets           109,950                 133,330

Property at Cost:
     Furniture & Equipment               187,044                 186,754     
Less Accumulated Depreciation           (166,432)               (163,948)

Property-Net:                             20,612                  22,806

Intangible Assets, Net:                   59,065                  27,945

          Total Assets             $     189,627          $      184,081
                                                                     
LIABILITIES AND STOCKHOLDERS' EQUITY

                                  December 31, 1996            June 30,1996
                                     (unaudited)                (note)
Current 
Liabilities:                                                                    
                                                   
     Accounts Payable-Trade        $    105,085          $      182,659
     Accounts Payable-Other              98,911                  98,911 
     Accounts Payable-Affiliate         261,317                 243,544
     Note Payable                        55,000                  55,000
     Notes Payable-Affiliate            193,620                 119,859
     Accrued Expenses & Other            44,762                  35,942         

       Total Current Liabilities        758,695                 491,028


Stockholders' Equity:
     Common Stock,$.01 Par Value
     Authorized 10,000,000 Shares
     Issued: 4,888,094 ; 3,588,094       48,881                  35,881

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

     Accumulated Deficit -           (5,389,747)             (5,289,485)
     Less Treasury Stock, 
     166 Shares;
     No Assigned Value                 --------                --------

       Total Stockholder's Equity $    (569,068)          $    (481,806)

          Total                   $     189,627           $     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


                                 September 30, 1996    September 30, 1995

Revenues:

  Net Sales & Other Revenues     $      93,957          $      85,053

Operating Costs & Expenses:
     
  Cost of Sales                         32,677                 38,167
     Selling & Administrative
     Expenses                           81,909                100,331     

     TOTAL OPERATING COSTS &
     EXPENSES                          114,586                138,498


Operating Income (Loss)                (20,629)               (53,445)

Other Income/(Expense)
     Interest Expense                   (3,176)                (2,377)
     Interest Income                         1                     81
     Other Income                          305                    706

Income (Loss) Before Income Taxes      (23,499)               (55,035) 

Provision for Income Taxes                 ---                    ---

Net Earnings (Loss)              $     (23,499)        $      (53,035)


Net Earnings (Loss) per          $       (.007)        $        (.015)
Common Share

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

<PAGE>  5

CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)


                                          Three Months Ended

                                 December 31, 1996     December 31, 1995

Revenues:

   Net Sales & Other Revenues   $      91,248          $     114,157


Operating Costs & Expenses:
     
     Cost of Sales                     64,191                 76,827
     Selling & Administrative
     Expenses                          89,674                 98,121     

     TOTAL OPERATING COSTS &
     EXPENSES                         153,865                174,948


Operating Income (Loss)               (62,617)               (60,791)

Other Income/(Expense)
       Interest Expense                (4,364)                (2,603)
       Interest Income                      1                     12
       Other Income                     3,466                  7,274
       Other Expense                  (13,000)                  (138)

Income (Loss) Before Income Taxes     (76,514)               (56,246) 
Provision for Income Taxes                ---                    ---

Net Earnings (Loss)               $   (76,764)          $    (56,246)

Net Earnings (Loss) per           $     (.016)          $      (.016)
Common Share

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

<PAGE>  6

CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)


                                       Combined Six Months Ended

                                December 31, 1996      December 31, 1995

Revenues:

   Net Sales & Other Revenues   $     185,205         $     199,210

Operating Costs & Expenses:
     
   Cost of Sales                       96,867               114,993
     Selling & Administrative
     Expenses                         171,583               198,452     

     TOTAL OPERATING COSTS &
     EXPENSES                         268,450               313,445


Operating Income (Loss)               (83,245)             (114,235)

Other Income/(Expense)

     Interest Expense                  (7,541)               (4,980)
     Interest Income                        2                    94
     Other Income                       3,772                 7,979
     Other Expense                    (13,000)                 (138)

Income (Loss) Before Income Taxes    (100,012)             (111,280) 

Provision for Income Taxes                ---                   ---

Net Earnings (Loss)               $  (100,262)          $  (111,280)

Net Earnings (Loss) per           $     (.021)          $     (.031)
Common Share

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

<PAGE>  7

CDX CORPORATION
CONDENSED STATEMENTS OF CASH FLOW
(unaudited)


                                          Six  Months Ended

                               December 31, 1996     December 31, 1995

OPERATING ACTIVITIES:
Net (Loss)                        $ (100,262)         $  (111,280)

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

 Depreciation & Amortization           6,600                5,360

 Changes in Operating
 Assets & Liabilities:
     Accounts Receivable               4,710               10,585
     Inventory                        27,388               11,905
     Prepaid Expenses                    539              (9,875)
     Accounts Payable-Trade           (7,596)              11,348
     Accounts Payable-Affiliate       17,822               22,536
     Accrued Expenses                  8,820               11,785
 Total Adjustments                    58,283               63,644
 
 Net Cash (Used for) 
 Operating Activities                (41,979)             (47,636)

INVESTING ACTIVITIES:

     Purchase of Equipment              (290)
     Acquisition of Assets-Other     (35,236)                   0
                        
     Net Cash (Used for)
     Investing Activities            (35,526)                   0
    
FINANCING ACTIVITIES:
     Short-term Borrowings            73,761               13,858
     Issuance of Common Stock         13,000                                   
                  
     Net Cash Provided by 
     Financing Activities             86,761               13,858
    
     Net (Decrease) in Cash 
     and Cash Equivalents              9,256              (35,418)
       

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

Cash and Cash Equivalents, 
End of Period                   $     9,325          $        724
 
<PAGE>  8

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 December 31, 1996, the results
of operations for the three months ended September 30, 1996 and September 30, 
1995, the results of operations for the three month period ended December 31,
1996 and December 31, 1995 and the results of operations for the combined six
months ended December 31, 1996 and December 31, 1995 and the cash flows for
the six months ended December 31, 1996 and December 31, 1995. 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 December 31, 1996 and June 30, 
1996. 

                                    December 31, 1996          June 30, 1996

                                                   (Unaudited)     
                         

Raw Material                          $      28,227          $      35,720

Work-in-Process                               3,188                  3,643

Finished Goods                               14,784                 34,224

          Total                       $      46,199          $      73,587

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

                                    December 31, 1996          June 30, 1996

     Invention Rights, Net            $      19,498          $     22,750

     Software Development Costs              39,567                 5,195     

          Total                       $      59,065          $     27,945

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

<PAGE>  9

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

Results of Operations

     Net sales and operating revenues for six months ended December 31, 
1996, decreased by 7% over the equivalent period in the prior year.  
The decreased sales volume is related to the discontinuance of several 
products in the Company's line of spirometry products.

     Cost of sales as a percentage of net sales and operating revenues 
decreased by 5.5% from 57.7% to 52.2% compared with the same period
in the prior year. 

     Sales and administrative expenses in the six months ended December
31, 1996, decreased by 13.5% or $26,869 as compared to the same period 
in the prior year.  This is primarily due to a reduced payroll and 
the elimination of trade journal advertising associated with CPR
mask.

     Sales are expected to remain constant during the third quarter
of FY97 or increase slightly based on certain export orders pending.

Liquidity

     Working capital deficit at December 31, 1996, increased by $116,188 
from June 30, 1996.  This increase in the working capital deficit was
primarily due to an increase in short term borrowings and an increase
in non-current assets arising from new product development costs. 

     Inventory in finished goods decreased by $19,440 during the period
as prior stock was consumed to fill customer orders.  Receivables 
decreased $4,978 during the period reflecting a decrease in sales from 
the fourth quarter FY96.

Capital Resources

     During the second quarter FY97 ended December 31, 1996, the Company
made a private placement of its note in the amount of $75,000 to one of
its officers.

     Also, the Company issued 1,300,000 shares of common stock to
several of its officers and affiliates as compensation for services,
as consideration for forbearance regarding certain notes payable
and as inducement for making several unsecured loans to the 

<PAGE>  10

Company.  The shares are restricted and were recorded at par.

     Management has not committed to any material capital expenditures 
for the future.

Research and Development Resources
  
     CDX has several products in the research and development stage.  
Management continues to fund the R&D of these products as needed.

<PAGE>  11

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 - 

The Company issued 1,300,000 unregistered, restricted shares of 
its common stock to several of its officers and affiliates all of
which are noteholders of the Company's obligations, during the 
quarter ended December 31, 1996 in return for their agreements
to forbear collection and declaration of default under the terms
and for services.
                                              
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>  12

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: April 30, 1998


<PAGE>

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