SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                     FORM 10-QSB

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




          For the Quarterly Period Ended            Commission File Number
                  APRIL 26, 1997                            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
          of Incorporation or                                   ID No.)
              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 June 13, 1997, there were outstanding 2,553,136 shares of
          the Issuer's Common Stock, $.10 par value, after adjustment for a
          one-for-five reverse stock split effective November 8, 1996.

     <PAGE>

                             AMERICAN ELECTROMEDICS CORP.


                                        Index
                                        -----


                                                                       Page
                                                                       ----
          PART I - FINANCIAL INFORMATION


          Item 1.  Financial Statements

                     Balance Sheets, April 26, 1997 and July 27, 1996 .   3

                     Statements of Income for the Three and Nine Months
                       Ended April 26, 1997 and April 27, 1996  . . . .   4

                     Statements of Cash Flows for the Nine Months Ended
                       April 26, 1997 and April 27, 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 . . . . . . . . .   8

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


                                      -2-
     <PAGE>


          PART I  -  FINANCIAL INFORMATION

          Item 1.  FINANCIAL STATEMENTS

                             AMERICAN ELECTROMEDICS CORP.
                                    BALANCE SHEETS

                                         APRIL 26, 1997   JULY 27, 1996
                                         --------------   -------------
                                          (UNAUDITED)

          ASSETS                                   (THOUSANDS)

          Current assets:

          Cash and cash equivalents . .        $  372          $  317

          Accounts receivable, net of
          allowance of $11,000:

            Trade . . . . . . . . . . .           306             303

                                                  264             402
            Affiliate . . . . . . . . .         -----           -----

                                                  570             705

          Inventories . . . . . . . . .           665             480

          Prepaid and other current               309             133
          assets  . . . . . . . . . . .         -----           -----

            Total current assets  . . .         1,916           1,635


          Property and equipment  . . .           442             406

                                                 (388)           (365)
          Accumulated depreciation  . .         -----           -----

                                                   54              41

          Deferred financing costs  . .           141              --

          Investment in affiliate . . .           821             876

                                                  211             219
          Goodwill  . . . . . . . . . .         -----           -----

                                               $3,143          $2,771
                                                =====           =====


          LIABILITIES & STOCKHOLDERS' EQUITY

          Current liabilities:

          Accounts payable  . . . . . .        $  236          $  324

          Bank line of credit . . . . .           300             300

          Accrued liabilities . . . . .           142              38

          Current portion of long-term            167              67
          debt  . . . . . . . . . . . .         -----           -----

            Total current liabilities .           845             729


          Long-term debt  . . . . . . .           410              94

          Convertible subordinated                720              --          
          debentures  . . . . . . . . .


          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 April 26, 1997 and
          2,454,666 shares                        255             245          
          at July 27, 1996  . . . . . .

          Additional paid-in capital  .         2,919           2,783

                                               (2,006)         (1,080)
          Retained deficit  . . . . . .         -----           -----

                                                1,168           1,948
            Total stockholders' equity          -----           -----

                                               $3,143          $2,771
                                                =====           =====

                               See accompanying notes.

                                      -3- 
     <PAGE>                             
     
                             AMERICAN ELECTROMEDICS CORP.
                                 STATEMENTS OF INCOME
                                     (Unaudited)



                                                 THREE MONTHS ENDED
                                                 ------------------
                                           APRIL 26, 1997    APRIL 27, 1996
                                           --------------    --------------
                         
                                            (THOUSANDS, EXCEPT PER SHARE
                                                      AMOUNTS)

          Net sales . . . . . . . . . .           $ 423           $1,066

                                                    247              519
          Cost of goods sold  . . . . .           -----            -----

              Gross profit  . . . . . .             176              547



          Selling, general and                      411              264 
          administrative  . . . . . . .
                                                     10               50
          Research and development  . .           -----            -----

                                                    421              314
              Total operating expenses            -----            -----



          Operating income (loss) . . .            (245)             233



          Other income (expenses):
          
              Undistributed earnings of             (12)              (7) 
              affiliate . . . . . . . .

              Interest, net . . . . . .             (38)             (10)

                                                   (237)              --
              Other . . . . . . . . . .           -----            -----

                                                   (287)             (17)


          Income (loss) before                     (532)             216  
          provision for income taxes  .

                                                     --               15
          Provision for income taxes  .           -----            -----

                                                  $(532)          $  201
          Net income (loss) . . . . . .           =====           ======



          Weighted average number of          2,526,965        2,520,787
          common and common equivalent       ==========        =========  
          shares outstanding  . . . . .



          Earnings (loss) per common              $(.21)           $ .08
          and common equivalent share .           =====            =====


                                                    NINE MONTHS ENDED
                                                    -----------------
                                              APRIL 26, 1997   APRIL 27, 1996
                                              --------------   --------------

                                              (THOUSANDS, EXCEPT PER SHARE
                                                        AMOUNTS)


          Net sales . . . . . . . . . . . .        $1,486         $2,573

                                                      841          1,338
          Cost of goods sold  . . . . . . .         -----         ------

              Gross profit  . . . . . . . .           645          1,235

          Selling, general and                      1,100            713 
          administrative  . . . . . . . . .

                                                       85            158
          Research and development  . . . .         -----         ------

                                                    1,185            871
              Total operating expenses  . .         -----         ------



          Operating income (loss) . . . . .          (540)           364



          Other income (expenses):

              Undistributed earnings of               (55)            93
              affiliate . . . . . . . . . .

              Interest, net . . . . . . . .           (81)            (7)

                                                     (250)            --
              Other . . . . . . . . . . . .         -----         ------

                                                     (386)            86

                                                     
          Income (loss) before provision for         (926)           450 
          income taxes  . . . . . . . . . .

                                                       --             25
          Provision for income taxes  . . .         -----         ------

                                                   $ (926)        $  425
          Net income (loss) . . . . . . . .        ======         ======



          Weighted average number of common     2,495,232      2,471,658   
          and common equivalent shares          =========      =========  
          outstanding . . . . . . . . . . .



          Earnings (loss) per common and           $ (.37)         $ .17
          common equivalent share . . . . .        ======          =====



                               See accompanying notes.

                                      -4-  
     <PAGE>                                 


                             AMERICAN ELECTROMEDICS CORP.
                               STATEMENTS OF CASH FLOWS
                                     (Unaudited)

                                                             NINE MONTHS ENDED
                                                             -----------------
                                                               APRIL    APRIL
                                                                26,      27,
                                                               1997     1996
                                                               ----     ----

                                                               (THOUSANDS)

          OPERATING ACTIVITIES:

          Net income (loss) . . . . . . . . . . . . . . . .    $(926)  $ 425

          Adjustments to reconcile net income (loss) to net 
            cash used in operating activities:

            Depreciation and amortization . . . . . . . . .       56      26

            Undistributed earnings of affiliate . . . . . .       55     (93)

            Changes in operating assets and liabilities:

              Accounts receivable . . . . . . . . . . . . .      135    (304)

              Inventories, prepaid and other current 
                assets  . . . . . . . . . . . . . . . . . .     (361)   (296)

              Accounts payable and accrued liabilities  . .       16       1
                                                               -----   -----

              Net cash used in operating activities . . . .   (1,025)   (241)


          INVESTING ACTIVITIES:

          Investment in affiliate . . . . . . . . . . . . .       --    (519)

          Purchase of property and equipment, net . . . . .      (36)    (14)
                                                               -----   -----

              Net cash used in investing activities . . . .      (36)   (533)


          FINANCING ACTIVITIES:

          Principal payments on long-term debt  . . . . . .      (84)    (26)

          Proceeds from long-term debt and bank line of             
             credit . . . . . . . . . . . . . . . . . . . .      500     500

          Issuance of common stock, net . . . . . . . . . .      144      --  

          Issuance of convertible subordinated debt . . . .      720      --  

          Deferred financing costs  . . . . . . . . . . . .     (166)     --  

          Proceeds from exercise of stock options . . . . .        2      10
                                                               -----   -----

              Net cash provided by financing activities . .    1,116     484


          Increase (decrease) in cash and cash equivalents        55    (290)

          Cash and cash equivalents, beginning of period  .      317     505
                                                               -----   -----

          Cash and cash equivalents, end of period  . . . .    $ 372   $ 215
                                                               =====   =====


                               See accompanying notes.

                                      -5- 
     <PAGE>                        
      
                             AMERICAN ELECTROMEDICS CORP.
                            NOTES TO FINANCIAL STATEMENTS
                                    APRIL 26, 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.  Operating results
          for the three and nine month periods ended April 26, 1997 are not
          necessarily indicative of the results that may be expected for
          the year ending July 26, 1997.  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
          27, 1996.

          2.     CORPORATE FINANCING
                 -------------------

          In October 1996, the Company completed a private placement (the
          "Placement") of 12 units (the "Units") at a price of $75,000 per
          Unit or an aggregate Placement of $900,000.  Each Unit consisted
          of a $60,000 principal amount 14% Convertible Subordinated
          Debenture due October 31, 1999 (the "Debentures") and 4,000
          shares of Common Stock, or an aggregate of $720,000 principal
          amount of Debentures and 48,000 shares of Common Stock.  

          The Debentures are convertible into Common Stock at $3.75 per
          share upon or after the Debentures are called for redemption or
          the effectiveness of a registration statement under the
          Securities Act of 1933, as amended (the "Act"), covering the
          underlying shares of Common Stock, subject to customary anti-
          dilution provisions.  The Company may call all or part of the
          Debentures at par, plus accrued interest, at any time after
          October 31, 1997.  The Debentures contain various covenants upon
          the Company, including a restriction on the payment of cash
          dividends on its Common Stock.

          Simultaneously with the closing of the Placement, the Company
          received a Term Loan from its bank.  The bank had conditioned the
          closing of the Term Loan on the Company receiving at least
          $700,000 from the issuance of subordinated debentures and/or
          capital stock.  The Term Loan is repayable over five years, bears
          annual interest at prime plus 1/2%, and is guaranteed by the New
          Hampshire Business Finance Authority.  The bank also increased
          the Company's revolving line of credit to $400,000 from $300,000. 
          As of April 26, 1997 there was $300,000 outstanding under this
          revolving line of credit.  The Term Loan and the credit line are
          secured by a lien on the Company's assets.

          The net proceeds of the Placement and the Term Loan of
          approximately $1,200,000 are being used for general working
          capital purposes, including possible acquisitions and marketing.

          3.     REVERSE STOCK SPLIT
                 -------------------

          At the Company's annual meeting of stockholders on October 8,
          1996, stockholders authorized the Board of Directors to effect a
          reverse stock split at a ratio to be determined by the Board and
          when the Board determined it was in the best interest of the
          Company and the stockholders.  In November 1996, the Company
          announced that its Board of Directors had approved a 1-for-5
          reverse stock split, to be effective November 8, 1996.  The
          reverse split reduced the number of shares outstanding to
          2,506,266.  All prior periods presented have been adjusted to
          reflect the above reverse stock split.

          4.     OTHER EXPENSES
                 --------------

          The Company expensed $225,000 in the quarterly period ended April
          26, 1997 as a result of a strategic change in direction of the
          business.  The Company has decided it will not pursue the
          development and marketing of a new product technology it licensed
          in November 1996 from BioFlo Systems, Inc.  This amount
          represents the write-off of the technology and estimates related
          to the release of outgoing management and associated costs. 

                                      -6-

          <PAGE>

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

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

          Net sales for the three and nine month periods ended April 26,
          1997 were $423,000 and $1,486,000, respectively, compared to
          $1,066,000 and $2,573,000 for the three and nine month periods
          ended April 27, 1996.  The decrease in sales was attributable to
          a substantial decline in sales in Germany, which had constituted
          the Company's major international market, initially because of
          temporary regulatory delays which have become less of a factor in
          the latter part of the third quarter upon receipt of ISO 9000
          certification for the manufacture of medical devices, and
          subsequently because of changes in the reimbursement policy for
          the Company's products in Germany.  

          Cost of sales for the three and nine months ended April 26, 1997
          were 58.4% and 56.6% of net sales compared to 48.7% and 52.0% of
          net sales during the same periods in the prior year.  The
          increase in cost as a percentage of sales can be attributed to
          the product mix and unfavorable overhead variances as a result of
          decreased manufacturing levels in response to the general
          domestic industry-wide slowdown and the previously mentioned
          decline in sales in Germany.

          Selling, general and administrative expenses for the three and
          nine month periods ended April 26, 1997 were $411,000 and
          $1,100,000, respectively, compared to $264,000 and 713,000 for
          the comparable prior year periods.  The increase reflects
          higher corporate development, including retention of senior
          level executives, sales and promotional activity, regulatory and
          corporate communications expenses.

          Net loss for the three and nine month periods ended April 26,
          1997 were $532,000, or $.21 per share, and $926,000, or $.37 per
          share, respectively, compared to net income of $201,000, or $.08
          per share, and $425,000, or $.17 per share, for the same periods
          last year.  The decrease in net income is the result of decreased
          sales along with increases in expenditures for marketing efforts
          to promote and position the Company's new products, and the
          Company's corporate development, regulatory and communications
          efforts.  Additionally, included in the three month period ended
          April 26, 1997 was a $225,000 charge related to a write-off of
          certain licensed technology and estimates related to the release
          of outgoing management and associated costs.

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

          Working capital of the Company at April 26, 1997 was $1,071,000,
          compared to $906,000 at fiscal year ended July 27, 1996.  The
          increase of $165,000 was primarily the result of net proceeds of
          the Company's private placement and Term Loan from its bank of
          approximately $1,200,000 offset by results of operations.

          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.

          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 financial
          arrangements which may be necessary for such acquisitions.

          PART II. - OTHER INFORMATION

          Item 1.  LEGAL PROCEEDINGS

          Noel Wren commenced an action against the Company returnable on
          May 6, 1997 in the Superior Court of New Hampshire, Hillsborough
          County, seeking damages resulting from the Company's termination
          of his employment as President and Chief Executive Officer,
          together with costs and fees, and also a petition to attach.  Mr.
          Wren remains a director of the Company.  The Company filed an
          appearance responding to and denying the allegations and objected
          to the petition to attach.  Management believes that it has 
          sufficient defenses to the claims and it intends to file 
          counterclaims.  Discovery has not yet commenced. 

                                      -7-

          <PAGE>

          Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

          There were no reports on Form 8-K filed during the quarterly
          period ended April  26, 1997.

          Exhibits - 

          27. Financial Data Schedule




                                      -8-

     <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:  June 16, 1997
          -------------------------
          Thomas A. Slamecka
          Chairman 


          /s/ Michael T. Pieniazek                Dated:  June 16, 1997
          -------------------------
          Michael T. Pieniazek
          President and
          Chief Financial Officer 




                                      -9-
     <PAGE>


                                 EXHIBIT INDEX


             Exhibit            Description
             -------            -----------

               27               Financial Data Schedule