SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                    FORM 10-QSB/A
                                  (AMENDMENT NO. 1)

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


          For the Quarterly Period Ended          Commission File Number
               JANUARY 31, 1998                             0-9922
               ----------------                             ------



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


                    DELAWARE                           04-2608713
                    --------                           ----------
          (State or Other Jurisdiction            (IRS Employer ID No.)
               of Incorporation
               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 March 31, 1998, there were outstanding 5,663,136 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, January 31, 1998 and July 31, 1997 . . . . 3

               Statements of Operations for the Three and Six Months 
                 Ended January 31, 1998 and January 25, 1997  . . . . . . 4

               Statements of Cash Flows for the Six Months Ended
                 January 31, 1998 and January 25, 1997  . . . . . . . . . 5

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

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

          PART II - OTHER INFORMATION

          Item 2.   Changes in Securities . . . . . . . . . . . . . . . . 8

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

          SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . 9


                                      -2-
          <PAGE>


          PART I  -  FINANCIAL INFORMATION

          Item 1.  FINANCIAL STATEMENTS


                             AMERICAN ELECTROMEDICS CORP.
                                    BALANCE SHEETS

                                                   JANUARY 31,   JULY 31,
                                                       1998        1997
                                                   ----------- -----------
                                                   (Unaudited) (Thousands)
          ASSETS
          Current Assets:
          Cash and cash equivalents . . . . . . .      $  256       $  471 
          Accounts receivable
            Trade . . . . . . . . . . . . . . . .       1,065          283 
            Affiliate . . . . . . . . . . . . . .         ---          379 
                                                      -------      ------- 
                                                        1,065          662 

          Inventories . . . . . . . . . . . . . .       2,052          475 
          Prepaid and other current assets  . . .         764          244 
                                                      -------      ------- 
            Total current assets  . . . . . . . .       4,137        1,852 

          Property and equipment  . . . . . . . .         721          449 
          Accumulated depreciation  . . . . . . .        (411)        (396)
                                                      -------      ------- 
                                                          310           53 
          Deferred financing costs  . . . . . . .          21          128 
          Investment in affiliate . . . . . . . .         332          819 
          Goodwill  . . . . . . . . . . . . . . .         982          208 
                                                      -------      ------- 
                                                       $5,782      $ 3,060 
                                                      =======      ======= 

          LIABILITIES AND STOCKHOLDERS' EQUITY
          Current Liabilities:
          Accounts payable  . . . . . . . . . . .       $ 664         $ 187
          Bank line of credit . . . . . . . . . .         272          300 
          Accrued liabilities . . . . . . . . . .         533          153 
          Current portion of long-term debt . . .         167          152 
                                                      -------      ------- 
            Total current liabilities . . . . . .       1,636          792 

          Long-term debt  . . . . . . . . . . . .       1,041          380 
          Convertible subordinated debentures . .         ---          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 - 4,513,136
           shares at January 31, 1998 and
           2,553,136 at July 31,1997  . . . . . .         451          255 
          Additional paid-in capital  . . . . . .       4,647        2,919 
          Retained deficit  . . . . . . . . . . .      (1,886)      (2,006)
          Foreign currency translation adjustment        (107)         --- 
                                                      -------      ------- 
            Total stockholders' equity  . . . . .       3,105        1,168 
                                                      -------      ------- 
                                                      $ 5,782      $ 3,060 
                                                      =======      =======

                               See accompanying notes.


                                      -3-
     <PAGE>


                             AMERICAN ELECTROMEDICS CORP.
                               STATEMENTS OF OPERATIONS
                                     (Unaudited)


                                    THREE MONTHS ENDED    SIX MONTHS ENDED
                                    ------------------    -----------------
                                    JANUARY   JANUARY    JANUARY    JANUARY
                                   31, 1998   25, 1997   31, 1998   25, 1997
                                   --------   --------   --------  ---------
                                     (Thousands, except per share amounts)


        Net sales                    $1,805       $523     $3,635     $1,063 
        Cost of goods sold              821        282      1,879        594 
                                     ------     ------     ------     ------ 
        Gross profit                    984        241      1,756        469 

        Selling, general and
         administrative                 903        374      1,590        689 
        Research and development        ---         41        ---         75 
                                     ------     ------     ------     ------ 
         Total operating expenses       903        415      1,590        764 
                                     ------     ------     ------     ------ 

        Operating income (loss)          81       (174)       166       (295)

        Other income (expenses):
         Undistributed earnings
          of affiliate                   77        (13)        77        (43)
         Interest, net                  (40)       (34)      (118)       (43)
         Minority interest in
          affiliate                     ---        ---        (85)       --- 
          Other                         (52)       (13)         6        (13)
                                     ------     ------     ------     ------ 
                                        (15)       (60)      (120)       (99)

        Income (loss) before
         provision for income taxes      66       (234)        46       (394)
        Provision for income taxes       (2)       ---         (2)       --- 
                                     ------    -------     ------     ------ 
        Net income (loss)             $  64    $ (234)     $   44      $(394)
                                     ======    =======     ======     ====== 

        Weighted average number
         of common and
         Common equivalent shares
         outstanding               4,096,830  2,506,266  3,282,142  2,481,164
                                   =========  =========  =========  =========

        Earnings (loss) per
         common and common
         equivalent share:
           Basic                      $  .02    $ (.09)     $  .01    $ (.16)
                                      ======    =======     ======    =======
           Diluted                    $  .02    $ (.09)     $  .01    $ (.16)
                                      ======    =======     ======    =======


                               See accompanying notes.


                                      -4-     
     <PAGE>


                             AMERICAN ELECTROMEDICS CORP.
                               STATEMENTS OF CASH FLOWS
                                     (Unaudited)


                                                       SIX MONTHS ENDED
                                                       ----------------
                                                  JANUARY 31,   JANUARY 25,
                                                      1998         1997
                                                  -----------   ----------
                                                         (Thousands)
          OPERATING ACTIVITIES:
          Net income (loss)                            $   44       $ (394)
          Adjustments to reconcile net income
            (loss) to net cash used in operating
            activities:
            Depreciation and amortization                 132           33 
            Undistributed earnings of affiliate           (77)          43 
            Minority interest in affiliate                 85           -- 
            Changes in operating assets and
              liabilities:
              Accounts receivable                         341          141 
              Inventories, prepaid and other
               current assets                          (1,339)        (352)
              Accounts payable and accrued
               liabilities                               (264)         (57)
                                                      -------      ------- 
              Net cash used in operating
               activities                              (1,078)        (586)

          INVESTING ACTIVITIES:
          Purchase of property and equipment,
            net                                           (94)         (24)
          Payment for product license                     ---         (100)
                                                      -------      ------- 
          Net cash used in investing activities           (94)        (124)

          FINANCING ACTIVITIES:
          Principal payments on long-term debt            (72)         (47)
          Proceeds from long-term debt and bank
            line of credit                                (28)         500 
          Proceeds from issuance of common
            stock, net                                    994          144 
          Proceeds from 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                         894        1,153
                                                      -------      ------- 

          Effect of exchange rate changes on
            cash and cash equivalents                       1          --- 
          Increase (decrease) in cash and cash
            equivalents                                  (277)         443 
          Cash and cash equivalents, beginning
            of period                                     533          317
                                                      -------      ------- 
          Cash and cash equivalents, end of
            period                                      $ 256        $ 760
                                                      =======      ======= 

          NON-CASH ACTIVITIES:
          Conversion of convertible subordinated                            
            debt into common stock                     $ 720           ___
                                                      =======      ======= 
          Common Stock issued in connection
            with acquisitions                          $ 210           ___
                                                      =======      =======



                               See accompanying notes.


                                      -5-
     <PAGE>


                             AMERICAN ELECTROMEDICS CORP.
                            NOTES TO FINANCIAL STATEMENTS
                                   JANUARY 31, 1998
                                     (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.  

          The Company changed its method from the equity method of
          accounting for 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 was based primarily upon the successful completion of
          negotiations to acquire effective voting control.  For the first
          quarterly period ended October 31, 1997, the Company continued to
          recognize earnings of Rosch GmbH up to its 50% ownership share. 
          On December 18, 1997,  the Company closed on the purchase of the
          remaining 50% of the outstanding capital stock of Rosch GmbH, 
          for $50,000 plus 105,000 shares of Common Stock, pursuant to a
          Stock Purchase Option Agreement, dated as of November 1, 1997. 
          As a result of this transaction, the Company recognized 100% of
          earnings by Rosch GmbH for the second quarterly period ended
          January 31, 1998.

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

                                      (IN 000'S)

             ----------------------------------------------------------------
                                       Three     Three      Six       Six
                                       Months    Months    Months    Months
                                       Ended      Ended    Ended     Ended
                                      1/31/98   1/25/97   1/31/98   1/25/97
             ----------------------------------------------------------------
             Sales                     $ 1,805  $ 1,296    $ 3,635  $ 2,261
             ----------------------------------------------------------------
             Gross profit                  984      253      1,756      620
             ----------------------------------------------------------------
             Net profit (loss)              64     (580)        44     (811)
             ----------------------------------------------------------------
             Current assets              4,137    3,501      4,137    3.501
             ----------------------------------------------------------------
             Non-current assets          1,645    1,205      1,645    1,205
             ----------------------------------------------------------------
             Current liabilities         1,636    1,071      1,636    1,071
             ----------------------------------------------------------------
             Non-current liabilities     1,041    2,450      1,041    2,450 
             ----------------------------------------------------------------

          Operating results for the three and six month periods ended
          January 31, 1998 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.


          2.   INVESTMENT IN AFFILIATE
               -----------------------

          On December 18, 1997, the Company invested $255,000, consisting
          of $150,000 in cash and 105,000 shares of its Common Stock, for a
          45% interest in Meditronic Medizinelektronik GmbH ("Meditronic"),
          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 such Agreement.  Meditronic is a development and
          manufacturing company based in Germany, specializing in the
          manufacture of medical camera systems.  Substantially all of


                                      -6-
     <PAGE>


          Meditronic's sales are to Rosch GmbH.  At January 31, 1998, the
          investment in Meditronic exceeded the Company's share of the
          underlying equity in net assets by approximately $190,000 and is
          being amortized over twenty-five years.


          3.   DEBT
               ----

          On October 28, 1997, the Company entered into a Forbearance and
          Workout Agreement with its bank 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.

          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".  In connection with the
          closing of the private placement of 1,030,000 shares of Common
          Stock on November 26, 1997, the Company used $150,000 of the
          placement proceeds to repay portions of its bank indebtedness.

          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.

          4.   SUBSEQUENT EVENTS
               -----------------

          Effective as of March 15, 1998, the Company retained Liviakis
          Financial Communications, Inc. ("LFC") as a financial consultant
          for a term of one year for a fee of 1,000,000 shares of the
          Company's Common Stock and warrants for an additional 1,000,000
          shares of Common Stock exercisable at $1.00 per share for four
          years.  LFC would  receive a finder's fee equal to 2.5% of the
          gross funding of any debt or equity placement and 2% of the gross
          consideration on any acquisition for which LFC acts as a finder
          for the Company.



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

          This Report contains or refers to forward-looking information
          made pursuant to the "safe harbor" provisions of the Private
          Securities Litigation Reform Act of 1995. That information covers
          future revenues, products and income and is based upon current
          expectations that involve a number of business risks and
          uncertainties.  Among the factors that could cause actual results
          to differ materially from those expressed or implied in any
          forward-looking statement include, but not limited to, 
          technological innovations of competitors, delays in product
          introductions, changes in health care regulations and
          reimbursements, changes in foreign economic conditions or
          currency translation, product acceptance or changes in government
          regulation of the Company's products, as well as other factors
          discussed in other Securities and Exchange Commission  filings
          for the Company.

          RESULTS OF OPERATIONS
          ---------------------

          Net sales for the three and six month periods ended January 31,
          1998 were $1,805,000 and $3,635,000, respectively, compared to
          $523,000 and $1,063,000 for the three and six month periods ended
          January 25, 1997.  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.  Sales of the dental camera commenced in the
          second quarter of fiscal 1997.


                                      -7-
     <PAGE>


          Cost of sales for the three and six month periods ended January
          31, 1998 were 45.5% and 51.7%, compared to 53.9% and 55.9% of net
          sales during the same periods in the prior year.  The decrease in
          cost as a percentage of sales can be attributed to the product
          mix which included sales of Rosch GmbH on a consolidated basis.

          Selling, general and administrative expenses for the three and
          six month periods ended January 31, 1998 were $903,000 and
          $1,590,000, respectively, compared to $374,000 and $689,000 for
          the comparable prior year periods.  The increase reflects
          increased marketing and promotional activity, as well as
          accounting for the selling, general and administrative expenses
          of Rosch GmbH on a consolidated basis.  The Company expects that
          the higher level of marketing and selling expenses will continue
          for the balance of fiscal 1998, when compared to the prior year
          as the Company promotes its new dental camera product line.

          Net profit for the three and six month periods ended January 31,
          1998 were $64,000, or $.02 per share, and $44,000, or $.01 per
          share, compared to net losses of $234,000, or $.09 per share, and
          $394,000, or $.16 per share for the same periods in the prior
          fiscal year.  The increase in net profit is the result of
          increased sales offset by higher interest costs.


          LIQUIDITY AND CAPITAL RESOURCES
          -------------------------------

          Working capital of the Company at January 31, 1998 was
          $2,501,000, compared to $1,060,000 at fiscal year ended July 31,
          1997.  The $1,441,000 increase in working capital primarily
          reflects the accounting for Rosch GmbH on a consolidated basis,
          along with gross proceeds of $1,030,000 upon a private 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
          Rosch GmbH and investment in Meditronic.  Further, the conversion
          of the Debentures shall reduce the annual interest expense going
          forward by approximately $100,000.  The principal component of
          the increase in working capital were inventory and accounts
          receivable as the result of accounting for Rosch GmbH on a
          consolidated basis.

          The Company expects that available cash and its existing bank
          line of credit should be sufficient to meet its normal operating
          requirements, including research and development expenditures,
          for the next few months, after which the Company would have to
          raise additional capital or curtail certain activities.  The
          Company is seeking additional capital through equity and/or debt
          placements and would use the placement proceeds for repayment of
          its bank indebtedness, for marketing and research and development
          activities, for possible acquisitions and for working capital. 
          The Company has made a commitment with its bank that the
          outstanding indebtedness, which was approximately $600,000 at
          February 28, 1998, would be repaid by the end of May 1998 or the
          closing of the placement, if earlier.  There is no assurance that
          a placement will be consummated, and if so, that it will be on
          terms favorable to the Company.

          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.  In March 1998, the Company entered in
          an Agreement and Plan of Merger to acquire Equidyne, Inc., for
          600,000 shares of the Company's Common Stock.  Equidyne holds a
          patent for a needleless injection process which is in the
          development stage.  The closing is subject to customary closing
          conditions, including completion of the Company's due diligence
          review.  No assurance can be given that the Equidyne transaction
          will close or if consummated that it will be successful,
          especially in light of the need for additional working capital to
          support the necessary development, production and marketing
          efforts.  There is no assurance that management will find
          suitable acquisition candidates or effect the necessary financial
          arrangements for such acquisitions.


                                      -8-
     <PAGE>


          PART II. - OTHER INFORMATION

          Item 2.   CHANGES IN SECURITIES

          The issuance of 720,000 shares of Common Stock upon conversion of
          the Debentures was exempt from registration under the Securities
          Act of 1933, as amended (the "Securities Act") by virtue of
          section 3(a)(9) thereof.  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",
          which placement was exempt from registration under the Securities
          Act by virtue of section 4(2), thereof.


          Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          The Company filed a report on Form 8-K for an event on November
          26, 1997 to report the closing of placements of stock mentioned
          in Item 2 of this Report.


          Exhibits - 

          10-1 Consulting Agreement, dated February 19, 1998, between the
               Company and Liviakis Financial Communications, Inc.

          Financial Data Schedule


                                      -9-
     <PAGE>


                                   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.
                             ----------------------------


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


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


                                      -10-