SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                    FORM 10-QSB/A

                 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                      (IRS Employer ID No.)
           Jurisdiction 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 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


          <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.


          <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.


          <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.


          <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.


          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
          $50,000 plus 105,000 shares of the Company's Common Stock along
          with a 45% interest in Meditronic Medizinelektronik GmbH for
          $150,000 plus 105,000 shares of the Company's Common Stock,
          pursuant to a Stock Purchase Option Agreement, dated as of
          November 1, 1997.


          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 opinon 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 -


          <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:   July 6, 1998
          ----------------------
          Thomas A. Slamecka
          Chairman


          /s/ Michael T. Pieniazek               Dated:   July 6, 1998
          ------------------------
          Michael T. Pieniazek
          President and
          Chief Financial Officer


          <PAGE>