SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

   
                                    FORM 10-QSB/A1
    


                        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, 1998                             0-9922
               ----------------                           ------


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


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


              13 COLUMBIA DRIVE, SUITE 5, 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 13, 1998, there were outstanding 7,071,136 shares
          of the Issuer's Common Stock, $.10 par value.


     <PAGE>


                             AMERICAN ELECTROMEDICS CORP.

                                           Index
                                           -----

                                                                            
                                                                      Page
                                                                      ----

          PART I - FINANCIAL INFORMATION

          Item 1.  Consolidated Financial Statements

                 Consolidated Balance Sheets, October 31, 1998 and 
                   July 31, 1997  . . . . . . . . . . . . . . . . . . . . 3

                 Consolidated Statements of Operations for the Three 
                   Months Ended October 31, 1998 and October 31, 1997 . . 4

                 Consolidated Statements of Cash Flows for the Three
                   Months Ended October 31, 1998 and October 31, 1997 . . 5

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

   
          Item 2.  Management's Discussion and Analysis or Plan of
                    Operation . . . . . . . . . . . . . . . . . . . . . . 9

          PART II - OTHER INFORMATION

          Item 6. Exhibits and Reports on Form 8-K  . . . . . . . . . .  10

          SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . .  11
    


                                      -2-
     <PAGE>


          PART I  -  FINANCIAL INFORMATION

          Item 1.  CONSOLIDATED FINANCIAL STATEMENTS

                    AMERICAN ELECTROMEDICS CORP. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS

                                                     OCTOBER 31,   JULY 31,
                                                        1998         1998
                                                     -----------   -------
                                                     (Unaudited)
                                                             (Thousands)
          ASSETS
          Current Assets:
          Cash and cash equivalents .................       181    $   396
          Accounts receivable .......................     1,454      1,169
          Inventories ...............................     2,346      1,951
          Prepaid and other current assets ..........       342        223
                                                        -------    -------
            Total current assets ....................     4,323      3,739

          Property and equipment ....................       838        794
          Accumulated depreciation ..................      (451)      (436)
                                                        -------     -------
                                                            387        358
          Goodwill ..................................     4,240      4,298
          Patents ...................................     2,984      3,027
          Other .....................................        27         36
                                                        -------    -------
                                                        $11,961    $11,458
                                                        =======    =======

          LIABILITIES AND STOCKHOLDERS' EQUITY
          Current Liabilities:
          Accounts payable ..........................   $ 1,877    $ 1,118
          Bank debt .................................     1,791      1,033
          Accrued liabilities .......................       538        723
          Dividends payable .........................       189         72
                                                        -------    -------
            Total current liabilities ...............     4,395      2,946

          Stockholders' equity:
          Series A Convertible Preferred stock, $.01 
          par value;  Authorized - 1,000,000 shares;  
          Outstanding - 3,000 shares ................     2,387      2,387
          Common stock, $.10 par value; Authorized
          - 20,000,000 shares; Outstanding - 7,071,136
          shares at October 31, 1998 and 7,058,136 
          shares at July 31, 1998 ....................      707        705
          Additional paid-in capital ................    12,460     12,643
          Retained deficit ..........................    (6,966)    (5,680)
   
          Accumulated other comprehensive loss             (161)      (249)
    
                                                        -------    -------
                                                          8,427     9,806
  
          Deferred compensation .....................      (861)    (1,294)
                                                        -------     ------
            Total stockholders' equity ..............     7,566      8,512
                                                        -------    -------
                                                        $11,961    $11,458
                                                        =======    =======

                               SEE ACCOMPANYING NOTES.


                                      -3-
     <PAGE>
           
                    AMERICAN ELECTROMEDICS CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)


                                                     THREE MONTHS ENDED
                                                     ------------------
                                                OCTOBER 31,      OCTOBER 31,
                                                   1998              1997
                                                -----------      ----------
                                      (Thousands, except per share amounts)

       Net sales ...............................  $    2,150        $ 1,830
       Cost of goods sold ......................       1,263          1,058
                                                   ---------        -------
       Gross profit ............................         887            772

       Selling, general and administrative .....       1,922            687
       Research and development ................         128             --
                                                   ----------       -------
         Total operating expenses ..............       2,050            687
                                                   ----------      --------

       Operating income (loss) .................      (1,163)            85

       Other income (expenses):
         Interest, net .........................         (17)           (78)
         Minority interest in affiliate ........          --            (85)
         Other .................................        (106)            58
                                                  -----------      --------
                                                        (123)          (105)

       Loss before provision for income taxes ..      (1,286)           (20)
                                                  -----------    -----------
       Net loss ................................  $   (1,286)    $      (20)
                                                  ===========    ===========

       Net loss attributable to common 
         stockholders* .........................  $   (1,403)    $      (20)
                                                  ===========    ===========

       Weighted average number of common and
         common equivalent shares outstanding ..   7,064,636      2,553,136
                                                  ==========     ==========

       Net loss per share, basic and diluted      $     (.20)    $    (.01)
                                                  ==========     ==========


                               See accompanying notes.

       *  The quarter ended October 31, 1998 includes the impact of $117,000
       of dividends on Preferred Stock.


                                      -4-
     <PAGE>

                    AMERICAN ELECTROMEDICS CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)

                                                        THREE MONTHS ENDED
                                                      OCTOBER 31,  OCTOBER 31,
                                                         1998          1997
                                                    --------------------------
                                                             (THOUSANDS)

       OPERATING ACTIVITIES:
       Net loss ........................................$ (1,286)     $   (20)
       Adjustments to reconcile net loss to net 
         cash used in operating activities:
         Depreciation and amortization .................     132           49
         Deferred compensation amortization ............     432           --
         Minority interest in affiliate ................      -            85
         Other .........................................      -            62
         Changes in operating assets and liabilities:
           Accounts receivable ..........................   (206)         187
           Inventories, prepaid and other current assets.   (402)         (88)
           Accounts payable and accrued liabilities .....    532         (385)
                                                         -------        ------
         Net cash used in operating activities ..........   (798)        (110)

       INVESTING ACTIVITIES:
       Purchase of property and equipment, net ..........    (36)         (13)
                                                          -------      -------
       Net cash used in investing activities ............    (36)         (13)

       FINANCING ACTIVITIES:
       Principal payments on long-term debt .............     -           (62)
       Net proceeds from bank debt ......................    682           --
       Issuance of common stock, net ....................    (79)          --
       Proceeds from exercise of stock options ..........     15           --
                                                          -------      -------
       Net cash provided by (used in) financing activities.  618          (62)
                                                          -------      -------

       Effect of exchange rate changes on cash and cash
       equivalents ......................................      1            3
                                                          -------      -------
       Decrease in cash and cash equivalents ............   (215)        (182)
       Cash and cash equivalents, beginning of period ...    396          471
                                                          -------      -------
       Cash and cash equivalents, end of period .........$   181      $   289
                                                         ========     ========


                               See accompanying notes.


                                      -5-
     <PAGE>

                    AMERICAN ELECTROMEDICS CORP. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   OCTOBER 31, 1998
                                     (Unaudited)


          1.   BASIS OF PRESENTATION
               ---------------------

               The accompanying unaudited consolidated 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 month period ended October
          31, 1998 are not necessarily indicative of the results that may
          be expected for the year ending July 31, 1999. 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, 1998.

          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, 1998 have been reported separately as a
          component of stockholders equity.

          The aggregate transaction gains and losses are insignificant.

   
          New Accounting Pronouncements
    

   
               Effective August 1, the Company adopted Statement of
          Financial Accounting Standard No. 130, Reporting Comprehensive
          Income (SFAS 130).  SFAS 130 establishes new rules for the
          reporting and display of comprehensive income or loss and its
          components, however, the adoption of this statement had no impact
          on the Company's net income or shareholders' equity.  For the
          three months ended October 31, 1998, the Company's only item of
          other comprehensive income was the foreign currency translation
          adjustment recognized in consolidation of its wholly-owned German
          subsidiary, Rosch GmbH.  SFAS 130 requires such adjustments,
          which prior to adoption were reported separately in shareholders'
          equity, to be included in other comprehensive income.  Prior year
          financial statements have been reclassified to conform to the
          requirements of SFAS 130.
    

   
               The foreign currency translation adjustment and
          comprehensive loss for the three months ended October 31, 1998
          was $88,000 and ($1,198,000), respectively.  As of October 31,
          1998, the cumulative translation adjustment and accumulated other
          comprehensive loss was ($161,000).
    

          2.   DEBT
               ----

               In September 1998, the Company entered into a $500,000 line
          of credit with Guardian Financial Services, Inc. (owned by an
          officer of the Company).  This line of credit bears an interest
          rate of 10% per annum.  As of October 31, 1998, $75,000 was
          outstanding under this line of credit, which is collateralized


                                      -6-
     <PAGE>


          essentially by all of the assets of the Company including an
          assignment of patents and trademarks.

               In September 1998, the Company also entered into a Term Loan
          in an amount of $600,000 due on November 25, 1998.  Interest is
          10% per annum, and as of October 31, 1998, there was $600,000
          outstanding under this loan, which is collateralized by
          essentially all of the assets of the Company.


          3.   ACQUISITIONS
               ------------

               On April 30, 1998, the Company acquired all of the issued
          and outstanding capital stock of Dynamic Dental Systems, Inc.
          ("DDS"), pursuant to an Agreement and Plan of Merger, whereby DDS
          became a wholly-owned subsidiary of the Company.  DDS was founded
          in 1997 and is a distributor of digital operator hardware,
          cosmetic-imaging software, intraoral dental camera systems and
          digital x-ray equipment.  The total cost of acquisition was
          approximately $3.2 million consisting primarily of 750,000 shares
          of the Company's Common Stock, valued at an aggregate price of
          $3,000,000 and $225,000 in cash.  The purchase price exceeded the
          fair value of net assets acquired by approximately $3.4 million,
          which is being amortized on a straight-line basis over 15 years. 
          The acquisition has been accounted for as a purchase and,
          accordingly, the operating results of DDS have been included in
          the Company's consolidated financial statements since the date of
          acquisition.

               On May 12, 1998, the Company acquired Equidyne Systems, Inc.
          ("ESI").  ESI was founded in 1990 and is engaged in the
          development of the INJEX(TM) needle-free drug injection delivery
          system, which is designated to eliminate the risks of
          contaminated needle stick accidents and the resulting cross
          contamination of hepatitis, HIV, and other diseases.  The total
          cost of acquisition was approximately $2.6 million consisting of
          600,000 shares of the Company's Common Stock.  The acquisition
          has been accounted for as a purchase and, accordingly, the
          operating results of ESI have been included in the Company's
          consolidated financial statements since the date of acquisition. 
          The excess of the aggregate purchase price over the fair market
          value of net assets acquired of approximately $3.0 million, which
          has been allocated to patents, is being amortized over 15 years,
          the remaining life of the patent.

               The following unaudited proforma consolidated financial
          results of operations for the quarter ended October 31, 1997
          assume the acquisitions of DDS and ESI occurred as of August 1,
          1997.


               Net sales . . . . . . . . . . $2,228,000
               Net loss  . . . . . . . . . .   (185,000)
               Loss per share; basic and          
               diluted . . . . . . . . . . .       (.05)


          4.   YEAR 2000
               ---------
   
               The Year 2000 Issue is the result of computer programs being
          written using two digits rather than four to define the
          applicable year.  Any of the Company's computer programs or
          hardware that have date-sensitive software embedded chips may
          recognize a date using "00" as the year 1900 rather than the year
          2000.  This could result in a system failure or miscalculations
          causing disruptions of operations, including, among other things,
          a temporary inability to process transactions, send invoices, or
          engage in similar normal business activities.
    

   
               Based on recent assessments, the Company determined that it
          will be required to modify or replace significant portions of its
          software and certain hardware so that those systems will properly
          utilize dates beyond December 31, 1999.  The Company presently
    


                                      -7-
     <PAGE>

   
          believes that with modifications or replacements of existing
          software and certain hardware, the Year 2000 Issue can be
          mitigated.  However, if such modifications and replacements are
          not made, or are not completely timely, the Year 2000 Issue could
          have a material impact on the operations of the Company.
    

   
               The Company's plan to resolve the Year 2000 Issue involves
          the following four phases:  assessment, remediation, testing and
          implementation.  To date, the Company has substantially completed
          its assessment of all systems that could be significantly
          affected by the Year 2000.  The assessment indicated that most of
          the Company's significant information technology systems will be
          affected, including its financial information system which
          includes its general ledger, accounts payable, billing and
          inventory systems.  The assessment was also undertaken on the
          Company's products, which are also at risk, as they utilize
          software and hardware (embedded chips) as well.  However, based
          on its review of its product line, the Company has determined
          that most of the products it has sold and will continue to sell
          do not require remediation to be Year 2000 compliant. 
          Accordingly, the Company does not believe that the Year 2000
          presents a material exposure as it relates to the Company's
          products.  The Company's manufacturing processes consist
          principally of unautomated assembly of components manufactured by
          outside third-parties.  The Company has begun to gather
          information about the Year 2000 compliance status of its
          significant suppliers, and will take appropriate steps to monitor
          their compliance on an ongoing basis.
    

   
               Regarding its information technology exposures, the Company
          utilizes an unmodified off-the-shelf software package, which is
          not year 2000 compliant.  The Company has confirmed with its
          software vendor that a year 2000-compliant upgrade is readily
          available and anticipates purchasing this upgrade during its
          third fiscal quarter, which ends on April 30, 1999.  The upgrade
          would provide full year 2000 compliance with respect to its
          financial information systems, and as the new software will also
          be an unmodified off-the-shelf package, testing to ensure Year
          2000 compliance will not be necessary.  Implementation will take
          place as early as possible following the purchase of the system,
          and is expected to be completed no later than June 30, 1999.
    

   
               The Company does not presently maintain direct interfaces
          with any third-party vendors.  The Company has made various
          queries of its significant suppliers that do not share
          information systems with the Company (external agents).  To date,
          the Company is not aware of any external agent with a Year 2000
          issue that would materially impact the Company's results of
          operations, liquidity, or capital resources.  However, the
          Company has no means of assuring that external agents will be
          Year 2000 ready.  The inability of external agents to complete
          their Year 2000 resolution process in a timely fashion could
          materially impact the Company.  The effect of non-compliance by
          external agents is not determinable.
    

   
               The total cost of the Company's Year 2000 project is
          estimated at $25,000, which will be funded through operating cash
          flows.  To date, the Company has not incurred any direct costs
          related to its Year 2000 project.  The project costs will consist
          principally of the cost of new software, which will be
          capitalized.
    

   
               Management of the Company believes it has an effective plan
          in place to resolve the Year 2000 Issue in a timely manner.  As
          noted above, the Company has not yet completed all necessary
          phases of its Year 2000 project.  In the event that the Company
          does not complete any additional phases, the Company could be
          unable to take customer orders, manufacture and ship products,
          invoice customers or collect payments.  In addition, disruptions
          in the economy generally resulting from Year 2000 issues could
          also materially adversely affect the Company.
    


                                      -8-
     <PAGE>


   
               The Company currently has no contingency plans in place in
          the event it does not complete all phases of its Year 2000
          project.  The Company plans to evaluate the status of completion
          in June 1999 and determine whether such a plan is necessary.
    


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

               Net sales for the three month period ended October 31, 1998
          were $2,150,000, compared to $1,830,000 for the three month
          period ended October 31, 1997. The increase in sales in fiscal
          1999 was attributable to incremental sales of the intraoral
          dental camera system by the Company's new acquisition, Dynamic
          Dental Systems, Inc.

               Cost of sales for the three month periods ended October 31,
          1998 and October 31, 1997 were 58.7% and 57.8% of net sales,
          respectively.

               Selling, general and administrative expenses for the three
          month period ended October 31, 1998 were $1,922,000, compared to
          $687,000 for the comparable prior year period. The increase
          reflects increased marketing and promotional activity and
          increased corporate activity as a result of aggressive corporate
          development activity and retention of senior level executives. 
          The increase also includes $432,000 of amortization of deferred
          compensation recognized in connection with the acquisition of DDS
          and ESI.

               Net loss for the three month period ended October 31, 1998
          was $1,286,000, compared to a net loss of $20,000, for the same
          period in the prior fiscal year. The increase in net loss is the
          result of increased sales offset by higher selling general and
          administrative costs.


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

               Working capital of the Company at October 31, 1998 was
          $(72,000), compared to $793,000 at fiscal year ended July 31,
          1998. The decrease of $865,000 reflects primarily the net effect
          of operating losses.

               The Company has incurred net losses of $3,674,000 for the
          year ended July 31, 1998 and $1,286,000 for the three month
          period ended October 31, 1998.  This and other factors, such as
          working capital needed for the Company's operations, requires
          additional funding beyond that which the Company currently has
          available.

               The Company therefore will need to immediately raise
          additional capital.  The Company is seeking additional capital
          through equity and/or debt placements or secured financing;
          however, no assurance can be given that such financing
          arrangements would be successfully completed immediately and, if
          so, on terms not dilutive to existing stockholders.

               As a result of the foregoing, substantial doubt exists about
          the ability of the Company to continue as a going concern.  The
          accompanying financial statements do not include any adjustments
          relating to the recoverability and classification of asset
          carrying amounts or the amount and classification of liabilities
          that might result should the Company be unable to continue as a
          going concern.


                                      -9-
     <PAGE>


          PART II. - OTHER INFORMATION
                     -----------------

          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, 1998.


          Exhibits -
   
               None.
    




                                      -10-
     <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.
                              ----------------------------
   

           /s/Michael T. Pieniazek                Dated: February 25, 1999
          ------------------------
          Michael T. Pieniazek
          President and
          Chief Financial Officer
    




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