SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549

                                       FORM 10-QSB/A
                                     (AMENDMENT NO. 2)

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


     For the Quarterly Period Ended                  Commission File Number
          OCTOBER 31, 1997                                   0-9922
          ----------------                                   ------



                              AMERICAN ELECTROMEDICS CORP.
                              ----------------------------
            (Exact Name of Small Business Issuer as Specified in its Charter)

              DELAWARE                                               04-2608713
              --------                                               ----------
     (State or Other Jurisdiction of Incorporation         (IRS Employer ID No.)
          or Organization)

                13 COLUMBIA DRIVE, SUITE 18, AMHERST, NEW HAMPSHIRE 03031
                ---------------------------------------------------------
                  (Address and Zip Code of Principal Executive Offices)


              Issuer's telephone number, including area code:  603-880-6300

     Securities registered pursuant to Section 12(b) of the Exchange Act:  NONE

        Securities registered pursuant to Section 12(g) of the Exchange Act:

                         COMMON STOCK, PAR VALUE $.10 PER SHARE
                         --------------------------------------
                                    (Title of Class)



     Indicate by check mark whether the Issuer (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Exchange Act during
     the past 12 months, and (2) has been subject to such filing
     requirements for the past 90 days. YES X NO
                                           ---  ---


     As of December 17, 1997, there were outstanding 4,303,136 shares of
     the Issuer's Common Stock, $.10 par value.


     <PAGE>


                          AMERICAN ELECTROMEDICS CORP.

                                      Index
                                      -----


                                                                         Page
                                                                         ----
     PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements

            Balance Sheets, October 31, 1997 and July 31, 1997...........  3

            Statements of Operations for the Three Months Ended
              October 31, 1997 and October 26, 1996......................  4

            Statements of Cash Flows for the Three Months Ended
              October 31, 1997 and October 26, 1996......................  5

            Notes to Financial Statements................................  6

     Item 2.  Management's Discussion and Analysis or Plan of Operation..  7

     PART II - OTHER INFORMATION

     Item 1. Legal Proceedings...........................................  7

     Item 6. Exhibits and Reports on Form 8-K............................  7

     SIGNATURES..........................................................  8




                                         -2-



     <PAGE>



     PART I  -  FINANCIAL INFORMATION

     Item 1.  FINANCIAL STATEMENTS

                                AMERICAN ELECTROMEDICS CORP.
                                       BALANCE SHEETS

                                                      OCTOBER 31,     JULY 31,
                                                         1997           1997
                                                      -----------     -------
                                                      (Unaudited)
                                                               (Thousands)
     Assets
     Current Assets:
     Cash and cash equivalents .......................   $   289    $   471
     Accounts receivable
       Trade .........................................     1,291        283
       Affiliate .....................................        --        379
                                                         -------    -------
                                                           1,291        662

     Inventories .....................................     1,471        475
     Prepaid and other current assets ................       580        244
                                                         -------    -------
       Total current assets ..........................     3,631      1,852

     Property and equipment ..........................       667        449
     Accumulated depreciation ........................      (404)      (396)
                                                         -------    -------
                                                             263         53
     Deferred financing costs ........................       115        128
     Investment in affiliate .........................        --        819
     Goodwill ........................................       864        208
                                                         -------    -------
                                                         $ 4,873    $ 3,060
                                                         =======    =======

     LIABILITIES AND STOCKHOLDERS' EQUITY
     Current Liabilities:
     Accounts payable ................................   $ 1,014    $   187
     Bank line of credit .............................       300        300
     Accrued liabilities .............................       266        153
     Current portion of long-term debt ...............       167        152
                                                         -------    -------
       Total current liabilities .....................     1,747        729

     Minority interest in affiliate ..................       148         --
     Long-term debt ..................................     1,087        380
     Convertible subordinated debentures .............       720        720

     Stockholders' equity:
     Preferred stock, $.01 par value;  Authorized
     - 1,000,000 shares;  Outstanding - none .........        --         --
     Common stock, $.10 par value; Authorized
     - 20,000,000 shares; Outstanding - 2,553,136
        shares at October 31, 1997 and at July 31,1997       255        255
     Additional paid-in capital ......................     2,919      2,919
     Retained deficit ................................    (2,007)    (2,006)
     Foreign currency translation adjustment .........         4         --
                                                         -------    -------
       Total stockholders' equity ....................     1,167      1,168
                                                         -------    -------
                                                         $ 4,873    $ 3,060
                                                         =======    =======

                                   SEE ACCOMPANYING NOTES.


                                         -3-



     <PAGE>



                          AMERICAN ELECTROMEDICS CORP.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                         THREE MONTHS ENDED
                                                         ------------------
                                                      OCTOBER 31,   OCTOBER  26,
                                                         1997            1996
                                                     -----------    ------------
                                           (Thousands, except per share amounts)


     Net sales ................................    $     1,830     $       540
     Cost of goods sold .......................          1,058             312
                                                   -----------     -----------
     Gross profit .............................            772             228

     Selling, general and administrative ......            687             315
     Research and development .................             --              34
                                                   -----------     -----------
       Total operating expenses ...............            687             349
                                                   -----------     -----------

     Operating income (loss) ..................             85            (121)

     Other income (expenses):
       Undistributed earnings of affiliate ....             --             (30)
       Interest, net ..........................            (78)             (9)
       Minority interest in affiliate .........            (85)             --
       Other ..................................             58              --
                                                   -----------     -----------
                                                          (105)            (39)

     Loss before provision for income taxes ...            (20)           (160)
     Provision for income taxes ...............             --              --
                                                   -----------     -----------
     Net loss .................................    $       (20)    $      (160)
                                                   ===========     ===========

     Weighted average number of common and
       common equivalent shares outstanding ...      2,553,136       2,456,064
                                                   ===========     ===========

     Loss per common and common equivalent share   $      (.01)    $      (.07)
                                                   ===========     ===========




                                  See accompanying notes.



                                         -4-

     <PAGE>

                               AMERICAN ELECTROMEDICS CORP.
                                 STATEMENTS OF CASH FLOWS
                                        (Unaudited)

                                                          THREE MONTHS ENDED
                                                        OCTOBER 31,  OCTOBER 26,
                                                           1997         1996
                                                        ------------------------
                                                                     
     (THOUSANDS)

     OPERATING ACTIVITIES:
     Net loss .......................................... $   (20)     $  (160)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
       Depreciation and amortization ...................      49           10
       Undistributed earnings of affiliate .............      --           30
       Minority interest in affiliate ..................      85           --
       Changes in operating assets and liabilities:
         Accounts receivable ...........................     187           64
         Inventories, prepaid and other current assets .     (88)         (47)
         Accounts payable and accrued liabilities ......    (385)          72
                                                          -------      -------
       Net cash used in operating activities ...........    (172)         (31)

     INVESTING ACTIVITIES:
     Purchase of property and equipment, net ...........     (13)          (6)
                                                          -------      -------
     Net cash used in investing activities .............     (13)          (6)

     FINANCING ACTIVITIES:
     Principal payments on long-term debt ..............     (62)         (17)
     Proceeds from long-term debt and bank line of credit     --          500
     Issuance of common stock, net ......................     --          146
     Issuance of convertible subordinated debt ..........     --          720
     Deferred financing costs ...........................     --         (166)
     Proceeds from exercise of stock options ............     --            2
                                                          -------     -------
       Net cash provided by (used in) financing activities.  (62)       1,185
                                                          -------      -------

     Effect of exchange rate changes on cash and cash
     equivalents .......................................       3           --
     Increase (decrease) in cash and cash equivalents ..    (244)       1,148
     Cash and cash equivalents, beginning of period ....     533          317
                                                          -------      -------
     Cash and cash equivalents, end of period .......... $   289      $ 1,465
                                                          =======      =======




                                   See accompanying notes.

                                         -5-
     <PAGE>

                               AMERICAN ELECTROMEDICS CORP.
                               NOTES TO FINANCIAL STATEMENTS
                                     OCTOBER 31, 1997
                                        (Unaudited)


     1. BASIS OF PRESENTATION

     The accompanying unaudited financial statements have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information. Accordingly, they do not include all of the
     information and footnotes required by generally accepted accounting
     principles for complete financial statements. In the opinion of
     management, all adjustments (consisting of normal recurring accruals)
     considered necessary for a fair presentation have been included.

     Effective July 31, 1997, the Company is reporting its month end on the last
     day of each month for accounting purposes.

     The Company changed its method from the equity method of accounting
     for its 50%-owned affiliate Rosch GmbH Medizintechnik ("Rosch GmbH")
     to a consolidated basis on August 11, 1997 based upon the Company's 
     determination that it had reached the definition of control of Rosch 
     GmbH as of August 11, 1997 under generally accepted accounting 
     principles.

     The Company's determination of control of Rosch GmbH on August 11, 
     1997 was based primarily upon the successful completion of 
     negotiations to acquire effective voting control.  For the quarterly period
     ended October 31, 1997, the Company consolidated the Company and Rosch
     GmbH, however, the Company continued only to recognize earnings of Rosch
     GmbH up to its 50% ownership share until the remaining 50% was purchased. 
     Subsequently, the Company closed on the acquisition of the remaining 50% of
     Rosch GmbH (see Note 3. Subsequent Events below).

     The following proforma information is presented for comparative
     purposes to disclose information on the financial position and result
     of operations of American Electromedics Corp. and Rosch GmbH
     had they been consolidated for all periods presented.

                                         (in 000's)

     ---------------------------------------------------------------
                                  Three Months      Three Months
                                     Ended              Ended
                                    10/31/97          10/26/96
     ---------------------------------------------------------------
     Sales                           $1,830             $1,076
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Gross profit                       772                394
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Net loss                           (20)              (255)
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Current assets                   3,258              3,405
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Non-current assets               1,659              1,432
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Current liabilities              1,733                755
     ---------------------------------------------------------------
     ---------------------------------------------------------------
     Non-current liabilities          1,969              2,157
     ---------------------------------------------------------------


     Operating results for the three month period ended October 31, 1997
     are not necessarily indicative of the results that may be expected for
     the year ending July 31, 1998. For further information, refer to the
     financial statements and footnotes thereto included in the Company's
     annual report on Form 10-KSB for the year ended July 31, 1997.

     Foreign Currency Translation

     The financial statements of the Company's foreign subsidiary have been
     translated into U.S. dollars in accordance with Statement of Financial
     Standards No. 52, Foreign Currency Translation.  All balance sheet amounts
     have been translated using the exchange rates in effect at the balance
     sheet date.  Statement of Operations amounts have been translated using
     average exchange rates.  The gains and losses resulting from the changes in
     exchange rates from the date of acquisition of Rosch GmbH to October 31,
     1997 have been reported separately as a component of stockholders equity.

     The aggregate transaction gains and losses are insignificant.

     2. DEBT

     The Company entered into a Forbearance and Workout Agreement with its
     bank on October 28, 1997 as a result of the Company not being in compliance
     with certain financial covenants under its loan agreement as of July
     31, 1997. The bank has waived the non-compliance and the Company
     agreed to, among other things, raise an additional $250,000 of equity
     capital and to apply $150,000 of such amount against outstanding term
     loans. Additionally, as part of this Agreement, the Company's
     revolving line of credit was reduced to $300,000. Certain of the loan
     agreement financial covenants were also amended to more reasonably
     reflect the Company's current financial position.

                                         -6-
     <PAGE>

     3.  SUBSEQUENT EVENTS

     In connection with the October 1997 amendments to its bank
     arrangements and efforts to obtain additional equity capital, the
     Company reduced the conversion price of its outstanding 14% 
     Convertible Subordinated Debentures (the "Debentures") from $3.75 to
     $1.00 per share. As of November 3, 1997, the holders of all outstanding
     $720,000 principal amount of Debentures elected to convert. As a result
     of these conversions, the Company also reduced its long-term debt by
     $720,000 and issued 720,000 shares of Common Stock. The Company also
     will record a charge of approximately $100,000 to write-off deferred
     financing costs capitalized upon initial issuance of the Debentures.

     As of November 26, 1997, the Company closed a private placement of
     1,030,000 shares of Common Stock at a price of $1.00 per share to a
     group of "accredited investors." The Company used $150,000 of the
     placement proceeds to repay portions of its bank indebtedness.

     On December 18, 1997, the Company closed on the purchase of the
     remaining 50% of the outstanding capital stock of Rosch GmbH for $155,000,
     consisting of $50,000 of cash and 105,000 shares of the Company's Common
     Stock, along with an investment in a 45%interest in Meditronic
     Medizinelektronik GmbH for $255,000, consisting of $150,000 of cash and
     105,000 shares of the Company's Common Stock, pursuant to a Stock Purchase
     Option Agreement, dated as of November 1, 1997.  The shares were valued at
     $1.00 per share, which represented the fair market value of the Common
     Stock as of the entry into the Stock Purchase Option Agreement.  


     4.   Year 2000

     The Company has completed an assessment of Year 2000 issues with respect to
     its computer systems.  The Company believes that the Year 2000 issue will
     not pose significant operational problems for its computer systems in that
     all required modifications and conversions to comply with Year 2000
     requirements will be fully completed by the third quarter of 1999.  In the
     opinion of management, the total cost of addressing the Year 2000  issue
     will not have a material impact on the Company's financial position or
     results of operations.


     Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     RESULTS OF OPERATIONS

     Net sales for the three month period ended October 31, 1997 were
     $1,830,000, compared to $540,000 for the three month period ended
     October 26, 1996. The increase in sales in fiscal 1998 was attributable
     to accounting for sales of Rosch GmbH on a consolidated basis as well
     as sales of the new intraoral dental camera system, which sales commenced
     subsequent to the first quarter of fiscal 1997.

     Cost of sales for the three month periods ended October 31, 1997 and
     October 26, 1996 were 57.8% of net sales.

     Selling, general and administrative expenses for the three month 
     period ended October 31, 1997 were $687,000, compared to $315,000 
     for the comparable prior year period. The increase reflects accounting 
     for the selling, general and administrative expenses on a consolidated
     basis.

     Net loss for the three month period ended October 31, 1997 was $20,000,
     or $.01 per share, compared to a net loss of $160,000, or $.07 per share,
     for the same period in the prior fiscal year. The decrease in net loss
     is the result of increased sales offset by higher interest costs.

     LIQUIDITY AND CAPITAL RESOURCES

     Working capital of the Company at October 31, 1997 was $1,525,000,
     compared to $1,060,000 at fiscal year ended July 31, 1997. The
     increase of $465,000 reflects primarily the accounting for Rosch 
     GmbH on a consolidated basis.

     Subsequent to October 31, 1997, the Company increased its working
     capital upon the conversion of the $720,000 principal amount of
     Debentures to Common Stock and the gross proceeds of $1,030,000 upon a
     placement of 1,030,000 shares of Common Stock. As mentioned in Note 3
     to the financial statements to this Report, the Company applied
     $150,000 to repay portions of its bank indebtedness and $200,000 as
     the cash portion of the purchase price of its acquisition of the remaining
     50% of Rosch GmbH.  A copy of such purchase agreement is filed as an
     exhibit to this Report.

     Currently, the Company expects that available cash and its existing
     bank line of credit will be sufficient to meet its normal operating
     requirements, including research and development expenditures, over
     the near term.  Further, the conversion of the Debentures shall reduce
     the annual interest expense by $100,000.

     The Company is considering future growth through acquisitions of
     companies or business segments in related lines of business or other
     lines of business, as well as through expansion of the existing line
     of business. There is no assurance that management will find suitable
     acquisition candidates or effect the necessary financial arrangements
     for such acquisitions.


     PART II. - OTHER INFORMATION

     Item 1.  LEGAL PROCEEDINGS

     In December 1997, the Company and Noel Wren settled the action,
     instituted by Mr. Wren in May 1997, against the Company upon payment
     by the Company of $62,500 and the exchange of mutual releases. For
     additional information, see Item 3 "Legal Proceedings" in the Company's
     Form 10-KSB for the fiscal year ended July 31, 1997

     Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

     There were no reports on Form 8-K filed during the quarterly period
     ended October 31, 1997.


     Exhibits -



                                         -7-
     <PAGE>

                                                AMERICAN ELECTROMEDICS CORP.

                                   SIGNATURES
                                   ----------

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



                          AMERICAN ELECTROMEDICS CORP.
                          ----------------------------


     /s/ Thomas A. Slamecka                 Dated:   September 9, 1998
     ----------------------
     Thomas A. Slamecka
     Chairman


     /s/ Michael T. Pieniazek               Dated:   September 9, 1998
     ------------------------
     Michael T. Pieniazek
     President and
     Chief Financial Officer



                                         -8-