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 three quarterly periods ended March 31, 1999

OR

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

For the transition period from _______________ to _______________

For Three Quarters Ended                  Commission File Number
March 31, 1999                            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)

One Richmond Square
Providence, RI                                02916
(Address of principal
executive offices)                        (Zip Code)

Registrant's telephone number, including area code (401) 274-1444

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  X             NO

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, 1999

Common, $.01 par value        4,887,927

<PAGE>

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, 1999
          and June 30, 1998 . . . . . . . . . . . . . . . . . . . . . 3

          Condensed Statements of Operations - Three months ended
          September 30, 1998 and September 30, 1997 . . . . . . . . . 4

          Condensed Statements of Operations - Six months ended
          December 31, 1998 and December 31, 1997 . . . . . . . . . . 5

          Condensed Statements of Operations - Nine months ended
          March 31, 1999 and March 31, 1998 . . . . . . . . . . . . . 6

          Condensed Statements of Cash Flows - Nine months ended
          March 31, 1999 and March 31, 1998 . . . . . . . . . . . . . 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>

CDX CORPORATION
CONDENSED BALANCE SHEETS

ASSETS

                                   March 31, 1999           June 30,1998
                                     (unaudited)              (note)
Current Assets:
     Cash and Cash Equivalents     $      14,244          $       13,516
     Accounts Receivable, Net             40,959                  28,708
     Inventory                            37,206                  40,491
     Prepaid Expenses & Other                  0                   1,240

          Total Current Assets            92,409                  83,955

Property at Cost:
     Furniture & Equipment               190,716                 187,998
Less Accumulated Depreciation           (172,534)               (169,133)

Property-Net:                             18,182                  18,865

New Product Development                   70,754                  67,126
Invention Rights                           6,490                   9,742


Intangible Assets, Net:                   77,244                  76,868

          Total Assets             $     187,835          $      179,688

LIABILITIES AND STOCKHOLDERS' EQUITY

                                   March 31, 1999            June 30,1998
                                     (unaudited)                (note)
Current
Liabilities:

     Accounts Payable-Trade        $     84,591           $       69,760
     Accounts Payable-Affiliate         251,500                  270,500
     Accrued Interest Payable            81,225                   71,375
     Accrued Expenses & Other            11,501                   10,295
     Total Current Liabilities          428,817                  421,930



     Notes Payable-officers             223,946                  214,484

     Notes Payable                       50,000                   50,000

        Total Other Liabilities	        273,946			               264,484

Stockholders' Equity:
     Common Stock,$.01 Par Value
     Authorized 10,000,000 Shares
     Issued: 4,887,927 ; 4,887,927       48,881                   48,881

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

     Accumulated Deficit -           (5,335,607)              (5,327,405)
     Less Treasury Stock,
     166 Shares;
     No Assigned Value                 --------                 --------

       Total Stockholder's Equity      (514,928)                (506,726)

          Total                   $     187,835            $     179,688


Note:     The balance sheet at June 30, 1998, has been taken from the audited
financial statement at that date and condensed.









CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)


                                           Three Months Ended

                                    1st Qtr-FY98           1st Qtr-FY99
                                 September 30, 1997    September 30, 1998

Revenues:

  Net Sales & Other Revenues     $      56,366          $      53,750

Operating Costs & Expenses:

  Cost of Sales                         14,414                 20,906
     Selling & Administrative
     Expenses                           30,781                 21,193

     TOTAL OPERATING COSTS &
     EXPENSES                           45,194                 42,099


Operating Income (Loss)                 11,172                 11,651

Other Income
     Interest Income                         0                      0
     Interest Expense                    7,273                  5,451
     Other                               4,723                      0

Income (Loss) Before Income Taxes        8,622                  6,200

Provision for Income Taxes                 ---                    ---

Net Earnings (Loss)              $       8,622         $        6,200

Net Earnings (Loss) per          $       .0018         $        .0013
Common Share

WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING            4,887,927              4,887,927

<PAGE>

CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)


                                            Six Months Ended

                                    2nd Qtr-FY98         2nd Qtr-FY99
                                 December 31, 1997     December 31, 1998

Revenues:

   Net Sales & Other Revenues   $      117,954          $     148,755


Operating Costs & Expenses:

     Cost of Sales                      34,271                 69,105
     Selling & Administrative
     Expenses                           64,746                 53,999

     TOTAL OPERATING COSTS &
     EXPENSES                           99,018                123,014


Operating Income (Loss)                 18,936                 25,651

Other Income
       Interest Expense                 12,768                 11,086
       Interest Income                       1                      0
       Other                             4,952                     80

Income (Loss) Before Income Taxes       11,121                 14,645
Provision for Income Taxes                   0                      0

Net Earnings (Loss)               $     11,121           $     14,645

Net Earnings (Loss) per           $     .0018            $      .003
Common Share

WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING            6,208,228              4,887,927

CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)


                                            Nine Months Ended

                                   3rd Qtr-FY98          3rd Qtr-FY99
                                  March 31, 1998        March 31, 1999

Revenues:

   Net Sales & Other Revenues   $      182,784         $     235,888

Operating Costs & Expenses:

   Cost of Sales                        54,793               144,295
     Selling & Administrative
     Expenses                          107,510                92,924

     TOTAL OPERATING COSTS &
     EXPENSES                          162,303               237,219

Operating Income (Loss)                 20,231                (1,331)

Other Income

     Interest Expense                   12,768                11,106
     Interest Income                         1                     0
     Other                               4,769                 4,234

Income (Loss) Before Income Taxes       12,234                (8,203)

Provision for Income Taxes                ---                   ---

Net Earnings (Loss)               $     12,234          $     (8,203)

Net Earnings (Loss) per           $      .0020          $     (.0017)
Common Share

WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING            6,208,228             4,887,927

<PAGE>

CDX CORPORATION
CONDENSED STATEMENTS OF CASH FLOW
(unaudited)


                                           Nine  Months Ended

                                  March 31, 1998        March 31, 1999

OPERATING ACTIVITIES:
Net Income(Loss)                  $     12,235           $    (8,203)

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

 Depreciation & Amortization             8,590                 6,653
      A/R Allowance                       (947)                 (600)

 Changes in Operating
 Assets & Liabilities:
     Accounts Receivable                14,404               (11,651)
     Inventory                           5,865                 3,285
     Prepaid Expenses                    9,980                 1,240
     Accounts Payable-Trade                  0                14,831
     Accounts Payable-Affiliate       (386,147)              (19,000)
     Accrued Expenses                  (54,820)               11,056
 Total Adjustments                    (403,075)                5,814

 Net Cash (Used for)
 Operating Activities                 (390,841)               (2,389)

INVESTING ACTIVITIES:

     Purchase of Equipment                                    (2,718)
     Acquisition of Assets-Other             0                     0
     Fixed Assets                        (1,444)                   0
     New Product Development            (38,586)              (3,628)

     Net Cash (Used for)
     Investing Activities              (40,030)               (6,346)

FINANCING ACTIVITIES:
     Short-term Borrowings                   0                     0
     Issuance of Common Stock           13,201                     0
     Issuance of Preferred Stock       266,743                     0
     Note Payable - Bank                (3,707)               (3,707)
     Note Payable - Affiliate         (247,656)               13,169
     Additional Paid in Capital        316,832                     0

     Adjustment to Prior Period
     Retained Earnings                  98,912                     0

     Net Cash Provided by
     Financing Activities              444,325                 9,462

     Net (Decrease) in Cash
     and Cash Equivalents               13,454                   727

Cash and Cash Equivalents,
Beginning of Period                      1,305                13,516

Cash and Cash Equivalents,
End of Period                   $       14,759           $    14,244

<PAGE>

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, 1999, the results of
operations for the nine months ended March 31, 1999 and the cash flows for
the nine months ended March 31, 1999. 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, 1998.

     The unaudited financial statements have been prepared in the ordinary
course of business for the purpose of providing information with respect
to the interim periods and have been prepared in accordance with Generally
Accepted Accounting Principles for interim financial information and with
the instructions to Form 10QSB and Rule 310 of Regulation S-B.  Accordingly,
they do not include all of the information and footnotes required by
Generally Accepted Accounting Principles for complete financial statements.

2.     Inventory consists of the following at March 31, 1999 and June 30,
1998.

                                      March 31, 1999          June 30, 1998

                                                   (Unaudited)


Raw Material                          $   17,698             $    17,589
Work-in-Process  					                     2,644			                2,549
Finished Goods                            16,864  			             20,353

          Total                       $   37,206             $    40,491

3.     Intangible assets consist of the following at March 31, 1999 and June
30, 1998.

                                      March 31, 1999          June 30, 1998

     Invention Rights, Net            $   70,754             $   67,126
     New Product Development Costs, Net    6,490 	 		             9,742
          Total                       $   77,244             $   76,868

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

<PAGE>

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

Results of Operations

     Net sales and operating revenues for nine months ended March 31, 1999,
increased by 26.1% over the equivalent period in the prior year.

     Cost of sales as a percentage of net sales and operating revenues
increased by 32% from 29% to 61% compared with the same period in the prior
year. This is essentially due to purchasing spirometers from an OEM outside
source compared with in-house manufacture.

     Sales and administrative expenses in the nine months ended March 31,
1999, decreased by 20% from 59% to 39% as compared to the same period in the
prior year. This is primarily due to a reduced net sales and marketing payroll
and by the curtailment of certain all marketing costs associated with
CPR mask and all print media advertising.

Liquidity

     Working capital deficit at March 31, 1999, was generally unchanged from
June 30, 1998.  This improvement in the working capital deficit was primarily
due to the maintenance of relative positions of payables and short term
borrowings and receivables.

Capital Resources


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

Research and Development Resources

     The Company has several products in the research and development stage.
Management continues to fund the R&D of these products as needed.

     The Company has been in the process of developing new and innovative
products.  The development of these products has taken longer than planned.
The Company brought some of these products to market, which have been met
with a demand for improvements and changes to the products.  Management
plans to develop upgrades and improvements to existing products utilizing
state of the art technology and to re-market these products to a
substantial existing client base.  Management expects sales and profits to
significantly increase when the improved products are re-marketed.

<PAGE>

BUSINESS AND PROPERTIES OF CDX CORPORATION

CDX Corporation is a Colorado corporation incorporated in 1978 with its
corporate offices headquartered in Dedham, Massachusetts.

The Business of the Company has consisted of the sale of computerized
pulmonary diagnostic equipment which is used in the medical profession to
test for indications of lung or congestive heart disease.

In December 1994 the Company acquired Compliance Systems, a manufacturer of
infection control products which provide emergency personnel with protection
during trauma response situations and assist compliance with certain OSHA
mandates.

CDX also generates revenue from the sale of consumable and accessory items
associated with its diagnostic equipment.  In addition, the Company has
developed an upgrade for its spirometers marketed to existing customers. The
Company has curtailed manufacture of its Model 110S spirometer.  The Model 110
series has been replaced by an updated model, CDX SPIRO 850, which is
manufactured for the Compnany on an exclusive OEM basis.  This product is
marketed to physician offices, hospitals and industrial sites.

<PAGE>

B. Products And Services

Approximately 22% of the Company's gross revenues in its most recent fiscal
year was attributable to the sale of its testing machines, 57% of gross
revenues was attributable to sales of consumable and accessory items and 9%
of gross revenues was attributable to repairs and maintenance. Bio-hazard
control products comprised 12% of sales.



The types of products which the Company currently markets are described below.


     1. 	 CDX SPIRO 850  Spirometer
             Computerized pulmonary diagnostic equipment which is used in
             the medical profession to test for indications of lung or
             congestive heart disease.

Additionally, the Company provides for sale of disposable and accessory items
associated with its testing equipment as well as maintenance and service
agreements; it also offers disposable items for the infection control markets.


  	  2.	 Biosponse
             A portable bio-hazard spill kit for bloodborne pathogens which
             complies with OSHA regulation.

     3. 	 Biopail
             A complete clean up and personal protection for first reponders
             against blood pathogens contained in a refillable two gallon
             pail meeting OSHA Regulations.


<PAGE>

C. Marketing And Customers

The Company's principal customers have historically been primary care
physicians, group practices, clinic, and medical centers. Portable
spirometers are typically used by internists, family physicians, and general
practitioners in their offices to conduct preliminary diagnostic tests of a
patients pulmonary function.  Spirometers are also used extensively in
industry to provide screening diagnosis, establish baselines and monitor
pulmonary function in the workplace.  The Company's customer base includes
pulmonologists, allergists, and cardiologists who require the speed,
accuracy, and flexibility of hospital-based systems in a small, light-weight,
portable system.

During the period ended March 31, 1999, the Company did not have any one
customer responsible for 10% or more of sales activity or revenues.

The Company currently markets its products directly to retail customers from
its Dedham, Massachusetts office and through medical equipment dealers and
distributors, supported through a network of factory trained manufacturer's
representatives. The Company supports this sales network through direct mail,
advertising in clinical and trade publications, and participation in national
and regional trade shows.

Relative to the IRM mask, the Company held exclusive worldwide distribution
rights under terms of an agreement with Valley Forge Scientific.  During FYE
6.30.96 the Company relinquished its exclusive rights and has undertaken to
co-distribute the IRM with Valley Forge in return for a 10% royalty on all
IRM sales by Valley Forge.  The Company has curtailed all efforts to market the
IRM.

D. Product Development

The Company has undertaken a product development program with the ultimate
objective of the following:

The development of products specifically targeted at the equipment needs of
the physician's office.  During the period ended March 31, 1999, the Company
spent $ 377 on research and development.

<PAGE>

E. Products Protection

The company holds a patent issued by the U.S. Patent office in 1981 for the
overall structure and function of its remote pulmonary function tester known
as the CDX 110. The Company's current products have protection under certain
claims of this patent. The patent does not apply outside the United States.

The Company holds a federal trademark "CDX" which is used on its products.
The Company uses additional trademarks related to the IRM mask.

The Company's developmental efforts on the IRM mask has resulted in a U.S.
patent application. As per the terms of an agreement between the Company and
Valley Forge Scientific this patent has been assigned to Valley Forge. Under
the further terms of this agreement, the Company received the exclusive
worldwide distribution rights for the IRM mask.

F. Backlog

The Company does not currently have any backlog of sales orders or delays of
shipments due to lack of parts or supplies.

G. Competition

The market for the Company's products is characterized by rapid advancements
in technology and by intense competition among a number of manufacturers and
distributors. The Company believes that it competes favorably in the market;
however, no assurance can be given that the Company will have the financial
resources, marketing, distribution, service or support capabilities, depth of
key personnel or technological expertise to compete successfully in the
future.

H. Employees

As of March 31, 1999, the Company employed one full-time employee.

<PAGE>

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 Registrant converted notes payable ($266,742.63) to 266,743
shares of Preferred Stock, $1.00 par, in order to effectuate the
negotiated Recharacterizations of notes payable-affiliate under
a mutually accepted earn-out arrangement.

The Registrant issued 1,075,269 shares of Common Stock at $0.25
per share to convert $268,817.30 of shareholder accounts payable,
effectuating the negotiated Recharacterizations of accounts
payable under a mutually accepted earn-out arrangement.

The Registrant issued 244,865 shares of Common Stock at $0.25
per share to convert $61,216.37 of interest payable at 12-31-97,
effectuating the negotiated Recharacterizations of interest payable
under a mutually accepted earn-out arrangement.

The agreement and arrangement described preceding was terminated in the fourth
quarter FY 98 and all securities and liabilities were restored to previous
status.

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>

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/ Michael L. Schein

_________________________________________
Michael L. Schein, President and Secretary


/s/ Harold I. Schein

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


Date: September 30, 1999


<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