FORM 10-QSB/A

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, 1998

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, 1998                            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)

75 McNeil Way, No. 207
Dedham, MA                                02026
(Address of principal 
executive offices)                        (Zip Code)

Registrant's telephone number, including area code (781) 320-0530

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, 1998

Common, $.01 par value        6,208,228

<PAGE> 

CDX CORPORATION
FORM 10-QSB/A QUARTERLY REPORT

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1.     
Financial Statement:

Condensed Balance Sheets as of March 31, 1998
          and June 30, 1997 . . . . . . . . . . . . . . . . . . . . . 3
          
          Condensed Statements of Operations - Three months ended
          September 30, 1997 and September 30, 1996 . . . . . . . . . 4

          Condensed Statements of Operations - Six months ended
          December 31, 1997 and December 31, 1996 . . . . . . . . . . 5

          Condensed Statements of Operations - Nine months ended
          March 31, 1998 and March 31, 1997 . . . . . . . . . . . . . 6
          
          Condensed Statements of Cash Flows - Nine months ended
          March 31, 1998 and March 31, 1997 . . . . . . . . . . . . . 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, 1998          June 30,1997     
                                     (unaudited)              (note)
Current Assets:
     Cash and Cash Equivalents     $      14,759          $        1,305       
     Accounts Receivable, Net             26,031                  39,488
     Inventory                            40,690                  46,555
     Prepaid Expenses & Other              7,493                  17,473

          Total Current Assets            88,973                 104,821

Property at Cost:
     Furniture & Equipment               189,442                 187,998     
Less Accumulated Depreciation           (171,481)               (167,770)

Property-Net:                             17,961                  20,228

New Product Development                   83,209                  44,623
Invention Rights                          11,368                  16,246
Intangible Assets, Net:                   94,557                  60,869

          Total Assets             $     201,510          $      185,918
                                                                     
LIABILITIES AND STOCKHOLDERS' EQUITY

                                   March 31, 1998            June 30,1997
                                     (unaudited)                (note)
Current 
Liabilities:                                                                    

                                                   
     Accounts Payable-Trade        $     10,342          $      159,617
     Accounts Payable-Affiliate          59,951                 270,500
     Notes Payable-officers                   0                 206,705
     Notes Payable                            0                  55,000
     Accrued Interest Payable                                    48,816
     Accrued Expenses & Other            14,473                  36,458         

       Total Current Liabilities         84,766                 777,096


Stockholders' Equity:
     Common Stock,$.01 Par Value
     Authorized 10,000,000 Shares
     Issued: 4,887,927 ; 4,887,927       62,082                  48,881

     Preferred Stock                    266,743  

     Capital Surplus                  5,088,630               4,771,798     

     Accumulated Deficit -           (5,300,710)             (5,411,857)
     Less Treasury Stock, 
     166 Shares;
     No Assigned Value                 --------                --------

       Total Stockholder's Equity $     116,745           $    (591,178)

          Total                   $     201,510           $     185,918


Note:     The balance sheet at June 30, 1997, has been taken from the audited 
financial statement at that date and condensed.

<PAGE>

CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)


                                           Three Months Ended

                                    1st Qtr-FY96           1st Qtr-FY97
                                 September 30, 1996    September 30, 1997

Revenues:

  Net Sales & Other Revenues     $      56,366          $      93,957

Operating Costs & Expenses:
     
  Cost of Sales                         32,677                 14,414
     Selling & Administrative
     Expenses                           81,909                 30,781     

     TOTAL OPERATING COSTS &
     EXPENSES                          114,586                 45,194


Operating Income (Loss)                (20,628)                11,172

Other Income
     Interest Income                         1                      0
     Interest Expense                    3,176                  7,273
     Other                                 305                  4,723

Income (Loss) Before Income Taxes      (23,499)                 8,622 

Provision for Income Taxes                 ---                    ---

Net Earnings (Loss)              $     (23,499)        $        8,622

Net Earnings (Loss) per          $       (.006)        $        (.002)
Common Share

WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING            3,558,094              4,888,094     

<PAGE>

CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)


                                            Six Months Ended

                                    2nd Qtr-FY96         2nd Qtr-FY97
                                 December 31, 1996     December 31, 1997

Revenues:

   Net Sales & Other Revenues   $      185,205          $     117,954


Operating Costs & Expenses:
     
     Cost of Sales                      96,867                 34,271
     Selling & Administrative
     Expenses                          171,582                 64,746     

     TOTAL OPERATING COSTS &
     EXPENSES                          268,450                 99,018


Operating Income (Loss)                (83,245)                18,936

Other Income
       Interest Expense                  7,541                 12,768
       Interest Income                       2                      1
       Other                            (9,228)                 4,952

Income (Loss) Before Income Taxes     (100,013)                11,121 
Provision for Income Taxes                 250                      0

Net Earnings (Loss)               $   (100,263)          $     11,121

Net Earnings (Loss) per           $      (.030)          $      (.003)
Common Share

WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING            3,558,094              6,208,228     

CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)


                                            Nine Months Ended

                                   3rd Qtr-FY96          3rd Qtr-FY97
                                  March 31, 1997        March 31, 1998

Revenues:

   Net Sales & Other Revenues   $      307,903         $     182,784

Operating Costs & Expenses:
     
   Cost of Sales                       155,069                54,793
     Selling & Administrative
     Expenses                          231,442               107,510     

     TOTAL OPERATING COSTS &
     EXPENSES                          386,511               162,303

Operating Income (Loss)                (78,608)               20,231

Other Income

     Interest Expense                   10,601                12,768
     Interest Income                         2                     1
     Other                              (5,569)                4,769

Income (Loss) Before Income Taxes      (94,776)               12,234 

Provision for Income Taxes                ---                   ---

Net Earnings (Loss)               $    (94,776)         $     12,234

Net Earnings (Loss) per           $      (.019)         $       .003
Common Share

WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING            3,558,094             6,208,228     

<PAGE>

CDX CORPORATION
CONDENSED STATEMENTS OF CASH FLOW
(unaudited)


                                           Nine  Months Ended

                                  March 31, 1997        March 31, 1998

OPERATING ACTIVITIES:
Net (Loss)                        $    (95,025)          $    12,235

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

 Depreciation & Amortization             9,900                 8,590
      A/R Allowance                                             (947)

 Changes in Operating
 Assets & Liabilities:
     Accounts Receivable                15,034                14,404
     Inventory                          16,053                 5,865
     Prepaid Expenses                   (2,558)                9,980
     Accounts Payable-Trade             15,479                     0
     Accounts Payable-Affiliate         22,273              (386,147)
     Accrued Expenses                  (14,099)              (54,820)
 Total Adjustments                      62,082              (403,075)
 
 Net Cash (Used for) 
 Operating Activities                  (32,943)             (390,841)

INVESTING ACTIVITIES:

     Purchase of Equipment                (682)
     Acquisition of Assets-Other       (42,276)                    0
     Fixed Assets                                             (1,444) 
     New Product Development                                 (38,586)         

     Net Cash (Used for)
     Investing Activities              (42,958)              (40,030)
    
FINANCING ACTIVITIES:
     Short-term Borrowings              87,664                     0
     Issuance of Common Stock           13,000                13,201
     Issuance of Preferred Stock                             266,743
     Note Payable - Bank                     0                (3,707)         
     Note Payable - Affiliate                               (247,656)
     Additional Paid in Capital                              316,832

     Adjustment to Prior Period
     Retained Earnings                                        98,912
              
     Net Cash Provided by 
     Financing Activities              100,664               444,325
    
     Net (Decrease) in Cash 
     and Cash Equivalents               24,763                     0
       
Cash and Cash Equivalents, 
Beginning of Period                        (69)                1,305 

Cash and Cash Equivalents, 
End of Period                   $       24,832           $    14,759
 
<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, 1998, the results of 
operations for the nine months ended March 31, 1998 and the cash flows for 
the nine months ended March 31, 1998. 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, 1997.

     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, 1998 and June 30, 
1997. 

                                      March 31, 1998          June 30, 1997

                                                   (Unaudited)     
                         

Raw Material                          $    14,577              $   17,229     
Work-in-Process                             2,634                   1,769   
Finished Goods                             23,479                  27,557  

          Total                       $    40,690              $   46,555  

3.     Intangible assets consist of the following at March 31, 1998 and June 
30, 1997.

                                      March 31, 1998          June 30, 1997

     Invention Rights, Net            $    11,368              $   16,246   
     New Product Development Costs         83,209                  44,623

          Total                       $    94,577              $   60,869

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, 1998, 
decreased by 40.6% over the equivalent period in the prior year.   

     Cost of sales as a percentage of net sales and operating revenues 
remained virtually unchanged compared with the same period in the prior 
year. 

     Sales and administrative expenses in the nine months ended March 31,
1998, decreased by 53.5% as compared to the same period in the prior year. 
This is primarily due to a reduced net sales and payroll and by the 
assumption, during the period, of certain marketing costs associated with 
CPR mask under a joint venture with an affiliate.

Liquidity

     Working capital deficit at March 31, 1998, decreased from June 30, 
1997.  This improvement in the working capital deficit was primarily due
to a decrease in short term borrowings and an increase in shareholders'
equity, preferred stock, arising from a negotiated Recharacterization of 
$266,743 in notes payable-affiliate under an earn-out pay arrangement.

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.  In FY96 the Company also introduced a new version of its Instant 
Response Mask (IRM) with improved features designed to protect personnel 
involved in administering emergency cardio-resuscitation techniques to 
compliment the Compliance Systems product line.

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 an updated version of its Model 110S spirometer 
currently which incorporates the latest technology.  This product is 
marketed to physician offices, hospitals and industrial sites.

<PAGE>

B. Products And Services

Approximately 17% of the Company's gross revenues in its most recent fiscal 
year was attributable to the sale of its testing machines, 59% 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 and the IRM comprised 13% of sales.

The Company's objective is to increase gross revenues with the introduction 
of the upgrade and upgraded version of the current spirometer and to 
aggressively pursue the export markets. A new version of the Instant Response 
Mask was released in December 1995.  

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

     1. Instant Response Mask
             Provides protection against the transmission of infectious 
             pathogens during the administration of emergency resuscitation
             techniques such as CPR.
          
     2. 110S Spirometer
             Computerized pulmonary diagnostic equipment which is used in
             the medical profession to test for indications of lung or 
             congestive heart disease.

<PAGE>  

     3. 110M Spirometer
             A metric version of the 110S Spirometer specifically designed 
             for the international markets.

     4. 110MAX Spirometer 
             An upscale version of the 110S Spirometer with additional 
             features.

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

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

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.

<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, 1998, 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.

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, 1998, the Company 
spent $         on research and development.  

<PAGE>  

Further, in March 1995 the Company acquired all rights to certain technology 
relating to the firefighting and industrial markets from Global Environmental 
Technologies, Inc.   

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, 1998, the Company employed three full-time employees.

<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. 
                                              
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/ Philip D. Schein

_________________________________________
Philip D. Schein, President and Secretary


/s/ Harold I. Schein

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


Date: May 31, 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