<PAGE> 1
                                 UNITED STATES
                       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 March 31, 1998

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______.

Commission File Number:  0-11371
                                 BIOSONICS, INC.
                        ------------------------------------
                (Exact name of registrant as specified in its charter)

         Pennsylvania                                  23-2161932 
     ----------------------                       ---------------------
 (State or other jurisdiction of            (IRS Employer Identification No.)
  incorporation or organization)
                                
                              260 New York Drive
                    Fort Washington, Pennsylvania 19034
                  ----------------------------------------
            (Address of principal executive offices) (Zip Code)
                  ----------------------------------------
                              (215) 646-7100
                  ----------------------------------------
             (Registrant's telephone number including area code)
                                
                                    N/A
                  ----------------------------------------
        (Former name, former address and former fiscal year, if changed
          since last report)
                                
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
                                                  __X_ Yes ___No 
                                                  
Indicate the number of shares outstanding of each of the issuers shares of
common stock, as of the latest practicable date:  as of March 31st 1998, there
were outstanding 306,614,536 shares of the Registrant's Common Stock, $.0001
par value. 

                                                               

<PAGE> 2       
                                   BIOSONICS, INC.
                                
                                        INDEX
                                
                                                                   Page
                                                                  Number
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets:
         March 31, 1998 and December 31, 1997                        3

         Statements of Loss:
         Three Months Ended March 31, 1998 and 1997 
          and the Period from November 13, 1980 
          (Inception) to March 31,1998                               4

         Statements of Deficit Accumulated:
         Three Months Ended March 31, 1998 and 1997 
           and the Period from November 13, 1980 
           (Inception) to March 31,1998                              5

         Statements of Cash Flows:
         Three Months Ended March 31, 1998 and 1997 
           and the Period from November 13, 1980 
           (Inception) to March 31,1998                            6 & 7

         Statements of Shareholders' Equity - Paid-In-Capital:
         November 30, 1980 (Inception) to March 31, 1998           8 - 11

         Note to Financial Statements                                12

Item 2.  Management's Discussion and Analysis or Plan of Operation   13

PART II  OTHER INFORMATION

Item 1.    Legal Proceedings                                         14

Item 2.    Changes in Securities                                     15

Item 4.    Submission of Matters to a Vote of Security Holders       15

Item 6.    Exhibits and Reports on Form 8-K                          15

Signatures                                                           15







<PAGE> 3
                              BIOSONICS, INC.
                      (A DEVELOPMENT STAGE ENTERPRISE)
                              BALANCE SHEETS 

                                  ASSETS
                                                  Unaudited
                                                   MARCH 31      DECEMBER 31,
                                                     1998            1997
Current assets
Cash (including interest bearing deposits
  of $10 in 1998 and 1997)                       $      100     $      260 
Accounts receivable (net of allowance for 
  doubtful accounts of $2,000 in 1998 and 1997)       2,146          2,630 
Interest receivable                                   5,118          3,259 
Inventory                                            41,770         42,117 
Notes Receivable                                     15,000         15,000 
Advances to affiliate (net of allowance for 
  doubtful accounts of $50,000 in 1998)              85,493         66,606 
Prepaid expenses and other current assets             4,613          3,000
                                                 -----------      ----------
        Total current assets                        154,240        132,872 

Equipment, furniture and leaseholds, net 
  of accumulated depreciation                        12,619         13,820
Deposits                                              8,431          8,431 
                                                 -----------      ----------
             Total assets                       $   175,290    $   155,123 

                  Liabilities and Shareholders' Deficit
Current liabilities
  Notes payable, officer and affiliate          $    99,000    $    99,000 
  Notes payable, other                              232,330        148,000 
  Accrued payroll, officer                          798,250        772,500 
  Accrued interest, officer and affiliate            68,708         66,357 
  Accrued interest, other                           205,389        198,738 
  Accounts payable and other accrued expenses       887,320        922,093 
  Advances from affiliate s                          62,450         62,450 
  Payments received from unissued debentures        187,000        187,000 
                                                -----------    ------------
             Total current liabilities            2,540,447      2,456,138 

Shareholders' deficit
   Common stock - authorized 750,000,000 shares
    at .0001 par value; issued and outstanding 
    309,614,536 and 307,964,536 shares at March 31,
    1998 and December 31, 1997 respectively          30,961         30,797
 
  Capital in excess of par value                 12,630,355     12,548,020 
  Notes receivable from sale of stock               (95,000)       (95,000)
  Deficit accumulated during development stage  (14,931,473)   (14,784,832)
                                                 ----------     ----------
    Total shareholders' deficit                 ( 2,365,157)   ( 2,301,015)
                                                 ----------     ----------
    Total liabilities and shareholders' deficit   $ 175,290    $   155,123 
                                                  =========     ==========
 The accompanying note is an integral part of these financial statements.      
                
<PAGE>
<PAGE> 4
                               BIOSONICS, INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENTS OF LOSS 
                                 (UNAUDITED)

                                                                  11/13/80
                                           THREE MONTHS ENDED    (INCEPTION)
                                                MARCH 31,        TO MARCH 31,
                                            1998        1997          1998  

Sales                                $     3,070   $    5,625   $    867,210
Cost of sales                              2,540        3,404        570,164
                                       ----------   ----------   -----------
Gross profit                                 530        2,221        297,046
 
Development stage expenses
 Research and development costs                0            0      4,166,667
 Professional fees                        31,874       55,140      3,029,292
 Other development stage expenses        117,252      145,168      8,914,286 
                                       ----------    --------     ---------- 
Total development stage expenses         149,126      200,308     16,110,245
 Less:  Revenues from cost recovery
     program                                 -            -          118,082
                                       ----------    --------      ---------
Net development stage expenses           149,126      200,308     15,992,163
Other income
 Investment and other income               1,955          992        756,024
 Gain on sale of fixed assets                -            -            7,620 
                                        ---------    --------     ----------
Total other income                         1,955          992        763,644
Net loss                              ($ 146,641)  ($ 197,095)  ($14,931,473)
Loss per common share                      ($.00)       ($.00)         ($.05)

    The accompanying note is an integral part of these financial statements.
<PAGE>
<PAGE> 5
                            BIOSONICS, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
        STATEMENTS OF DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE 
                              (UNAUDITED)


                                    THREE MONTHS ENDED   11/13/80 (INCEPTION)
                                          MARCH 31,          TO MARCH 31, 
                                     1998         1997           1998
       
BEGINNING BALANCE             ($14,784,832) ($13,918,378)      $       - 

   NET LOSS                   (    146,641) (    197,095)     ( 14,931,473)

ENDING BALANCE                ($14,931,473) ($14,115,473)     ($14,931,473)


 The accompanying note is an integral part of these financial statements.


<PAGE>
<PAGE> 6
                             BIOSONICS, INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)
                         STATEMENTS OF CASH FLOWS 
                              (UNAUDITED)
                                
                                                                 11/13/80
                                          THREE MONTHS ENDED    (INCEPTION)
                                                MARCH 31,       TO MARCH 31,
                                           1998         1997        1998
Cash flows used in operating 
    activities
 Net loss                             ($ 146,641)   ($ 197,095) ($14,931,473)

Adjustments to reconcile net loss to
  net cash used in operating activities
   Depreciation and amortization           1,201         1,501       387,096
   Increase in allowance for doubtful
       accounts                              -             -          52,000
   Increase in reserve for inventory 
       obsolescence                          -             -          27,000
   Loss on lease abandonment                 -             -          19,550
   Gain on sale of fixed assets              -             -      (    7,620)
   Common stock issued for services          -          27,500       585,059
   Common stock options issued for services  -          14,398       177,678
   Common stock issued for product rights    -             -          12,501
   Change in operating assets and 
     liabilities
     Accounts receivable                     484       (   250)   (    4,146)
     Inventory                               347           226    (   68,770)
     Interest Receivable               (   1,859)          -      (    5,118)
     Prepaid expenses and other 
       current assets                  (   1,613)      ( 5,820)   (    4,613)
     Accrued payroll, officer             25,750        25,750       798,250
     Accrued interest, officer and 
       affiliates                          2,351         2,875       142,911
     Accrued interest, other               6,651         6,333       205,389
     Accounts payable and accrued 
       expenses                        (  34,774)          950       955,321
     Advances from (to) affiliates     (  18,887)    ( 115,898)       50,277
                                        --------      --------     ---------
       Total adjustments               (  20,349)    (  32,435)    3,322,766
                                        --------      --------   ----------- 
 Net cash used in operating activities ($166,990)     $229,530  ($11,608,707)
 
 The accompanying note is an integral part of these financial statements.
<PAGE>
<PAGE> 7
                                BIOSONICS, INC.
                      (A DEVELOPMENT STAGE ENTERPRISE)
                    STATEMENTS OF CASH FLOWS  (CONTINUED)
                                  (UNAUDITED)

                                                                  11/13/80
                                          THREE MONTHS ENDED     (INCEPTION)  
                                               MARCH 31,        TO MARCH  31,
                                           1998         1997          1998     
  
Cash flows from investing activities
 Sale of fixed assets                  $    -        $    -     $     10,825
 Capital expenditures                       -             -     (    369,326)
 Issuance of note receivable                -             -     (     45,000)
 (Increase) decrease in deposits            -             -     (      8,431)
 Decrease in note receivable                -             -           30,000
 Decrease in capitalized patents            -             -     (     45,690)
 Net cash provided (used) in           --------      ---------   -----------
   investing activities                $    -        $    -     ($   427,622)
                                       --------      ---------   -----------
Cash flows from financing activities
 Proceeds for unissued debentures 
   and securities                      $    -        $    -      $   498,000
 Principal payments of note payable         -             -        ( 338,000)
 Proceeds from issuance of note payable   84,330          -          918,774
 Decrease in capitalized organization 
    costs                                   -             -        (   7,453)
 Proceeds from issuance of preferred stock  -             -        1,105,000
 Proceeds from issuance of common stock   82,500          -        9,860,109
 Net cash provided by financing       -----------    ---------    ----------
   activities                         $  166,830     $    -      $12,036,430
                                      -----------    ---------    ---------- 
Net increase (decrease) in cash and 
   cash equivalents                    (     160)         -              100
Cash and cash equivalents, beginning         260          260           -   
                                       ----------    ---------    ----------
Cash and cash equivalents, ending     $      100     $    260     $      100
                                       ==========    =========    ==========
Schedule of noncash financing transactions:
 Issuance of common stock from 
   Loan Receivable:                   $   95,000     $    -       $   95,000
                                       ==========    =========    ==========

 The accompanying note is an integral part of these financial statements.


<PAGE>
<PAGE> 8
                              BIOSONICS, INC.
                      (A DEVELOPMENT STAGE ENTERPRISE)
              STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL
               NOVEMBER 13, 1980 (INCEPTION) TO MARCH  31, 1998  
                               (UNAUDITED)

 DATE STOCK                                    PRICE       AMOUNT
     ISSUED          NUMBER OF SHARES      PER SHARE       RECVED    NOTES

  1/13/81               150,000,000         $ .0001    $   15,001     (A) 
  1/31/81                 4,400,000           .025        110,000     (B)
     1981                   400,000           .025         10,000     (C) 
     1981                20,000,000           .05       1,000,000     (B)
     1982                    20,000           .40           8,000     (C)
     1982                    97,500           .20          19,500     (C)
     1982                 1,000,000           .06          60,100     (D)
     1983                    52,500           .20          10,500     (C)
     1983                    75,000           .305         22,875     (E)
     1983                    25,000           .235          5,875     (E)
     1983                    20,000           .50          10,000     (C)
 12/29/83                 7,300,000           .50       3,650,000     (F)
     1984                       390          1.00             390     (G)
     1984                     5,948           .50           2,975     (G) 
     1984                     1,000           .375            375     (C)
     1984                    72,500           .25          18,125     (C)
     1984                     2,000           .375            750     (H) 
     1984                     4,000           .25           1,000     (C) 
     1984                   350,000           .20          70,000     (C)
     1985                    26,500           .281          7,453     (C) 
     1985                    20,000           .25           5,000     (H) 
     1985                       500           .50             250     (G) 
     1985                     5,000           .344          1,719     (C) 
     1985                        50          1.00              50     (G) 
     1985                     2,000           .375            750     (H) 
     1985                     7,500           .156          1,172     (C) 
     1986                     6,882           .50           3,472     (G) 
     1986                    85,000           .1875        15,938     (H) 
     1986                    11,650           .281          3,276     (H) 
     1986                   100,000           .219         21,875     (H) 
     1986                10,665,000           .181      1,929,737     (I) 
     1986                   202,000           .156         31,562     (H) 
     1986                    70,000           .313         21,875     (H) 
     1986                   134,855           .20          26,939     (H) 
     1987                 7,613,551           .20       1,522,710     (G) 
     1987                   476,110           .295        140,478     (H) 
     1987                     7,000           .159          1,113     (B) 
     1987                    15,000           .312          4,687     (C) 
     1987                   240,000           .20          48,000     (B) 
     1987                   100,000           .218         21,875     (C) 



 The accompanying note is an integral part of these financial statements.
<PAGE>
<PAGE> 9
                               BIOSONICS, INC.
                       (A DEVELOPMENT STAGE ENTERPRISE)
         STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (CONTINUED)
                NOVEMBER 13, 1980 (INCEPTION) TO MARCH  31 , 1998 
                                  (UNAUDITED)

 DATE STOCK                                    PRICE       AMOUNT
      ISSUED          NUMBER OF SHARES     PER SHARE       RECVED    NOTES
                                                                               
      1988                125,000              .25         31,250      (C) 
      1988                  2,500              .218           547      (H) 
      1988                 10,000              .20          2,000      (G) 
      1988                100,000              .25         25,000      (B) 
      1988              4,227,000              .20        845,400      (B) 
      1988                 25,000              .156         3,906      (C) 
      1988                 11,000              .013           143      (H) 
      1989                400,000              .080        32,000      (B) 
      1989                  3,000              .0938          282      (H) 
      1989                100,000              .080         8,000      (B) 
      1990                 25,000              .010           250      (H) 
      1990             20,311,000              .010       203,110      (B) 
      1990             10,500,000              .010       105,000      (B) 
      1991              1,100,000              .010        11,000      (B) 
      1991                100,000              .010         1,000      (H) 
      1991                 48,000              .0625        3,000      (J) 
      1991                 32,000              .0625        2,000      (J) 
      1991              1,100,000              .010        11,000      (J) 
      1991              1,100,000              .010        11,000      (B) 
      1991                400,000              .010         4,000      (C) 
      1995                      0              .0          87,750      (Q) 
      1996              1,250,000              .08        100,000      (K) 
      1996             11,375,000              .0286      325,000      (K) 
      1996             16,100,000              .05        805,000      (K) 
      1996              1,300,000              .01         13,000      (L) 
      1996             12,900,000              .02        258,000      (L) 
      1996                300,000              .03          9,000      (M) 
      1996                280,000              .05         14,000      (M) 
      1996                400,000              .08         32,000      (M) 
      1996                100,000              .065         6,500      (M) 
      1996                250,000              .085        21,250      (M) 
      1996            (15,368,820)                         - 0 -       (N) 
      1996                420,000              .0238       10,000      (L) 
      1996             11,150,000              .02        223,000      (L) 
      1996                428,600              .035        15,000      (L) 
      1996                250,000              .04         10,000      (L) 
      1996              1,075,220              .05         53,761      (L) 
      1996                350,000              .0258        9,032      (J) 
      1996              1,695,000              .0345       59,175      (J) 
      1996                 75,000              .04          3,000      (O) 
      1996                200,000              .05         10,000      (B) 
      1996                   -                 -           75,530      (Q) 

 The accompanying note is an integral part of these financial statements.

<PAGE> 10
                               BIOSONICS, INC.
                       (A DEVELOPMENT STAGE ENTERPRISE)
         STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (CONTINUED)
               NOVEMBER 13, 1980 (INCEPTION) TO MARCH  31 , 1998 
                                 (UNAUDITED)

   DATE STOCK                                  PRICE    AMOUNT           
      ISSUED          NUMBER OF SHARES     PER SHARE    RECVED      NOTES

      1988                 125,000             .25       31,250      (C)
      1997                 550,000             .05       27,500      (M)
      1997                 200,000             .05       10,000      (O)
      1997               5,000,000             .01       50,000      (P)
      1997               1,000,000             .02       20,000      (P)
      1997                    -                -         14,398      (Q)
      1997              11,130,600             .05      556,529      (R)
      1997                 500,000             .05       25,000      (P)
      1997                  40,000             .05        2,000      (M)
      1997                  80,000             .02        1,600      (L)
      1997               1,600,000             .05       80,000      (R)
      1998               1,650,000             .05       82,500      (R)
                                                          
TOTAL SHARES - COMMON STOCK                    309,614,536
                                              =============
TOTAL PAID-IN CAPITAL                               $ 13,198,850 
LESS:   Notes Receivable for Stock Purchase               95,000 
LESS:  Offering Expenses                                 473,495 
                                                    ------------
NET PAID-IN CAPITAL - COMMON STOCK                  $ 12,630,355 


 The accompanying note is an integral part of these financial statements.
<PAGE>
<PAGE> 11
                               BIOSONICS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
        STATEMENT OF SHAREHOLDERS' EQUITY - PAID-IN CAPITAL (CONTINUED)
                 NOVEMBER 13, 1980 (INCEPTION) TO MARCH 31 , 1998
                                 (UNAUDITED)


NOTES                           
(A)   $1 additional was paid on stock certificate #3.
(B)   Cash purchases.
(C)   Represents stock issued in consideration for services rendered.  The 
        value assigned was based on the fair market value of the stock on the 
        date the transaction was authorized.
(D)   1,000,000 common stock warrants were issued to the underwriter, Monarch 
        Funding Corporation, at par value ($.0001).  On November 15, 1982, 
        these warrants were exercised at $.06 per share.
(E)   Represents stock issued in consideration for services rendered and 
        $7,500 cash.  The value assigned was based on the fair market value of 
        the stock on the date the transaction was authorized.
(F)   Stock issued as part of unit offering.  Each unit consisted of 2 shares 
        common stock, 2 Series "A" warrants and 1 Series "B" warrant.  No 
        separate value was assigned to the warrants.
(G)   Issued pursuant to the exercise of warrants described in (F).
(H)   Issued pursuant to the employee incentive stock bonus plan.
(I)   Issued as part of an offering completed March 26, 1986 for cash and 
        redemption of warrants described in (F).
(J)   Liabilities converted to common stock.
(K)   Preferred Stock transferred to Common Stock as per agreement.
(L)   Issued stock for monies received during time when common stock was not 
        able to be issued.
(M)   Issued stock as payment for services rendered.
(N)   Shares contributed by IMRCH.
(O)   Issued stock as payment for interest on loans received.
(P)   Issued pursuant to exercising stock purchase option.
(Q)   Stock Options granted.


 The accompanying note is an integral part of these financial statements.

<PAGE>
<PAGE> 12
                             BIOSONICS, INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)
                       NOTE TO FINANCIAL STATEMENTS
                             MARCH 31 , 1998


Note 1 -   The unaudited financial statements presented herein have been 
           prepared in accordance with the instructions to Form 10-QSB and do 
           not include all of the information and note disclosures required by 
           generally accepted accounting principles.  These statements should 
           be read in conjunction with the financial statements and notes 
           thereto included in the Company's Form 10-K annual report for the 
           year ended December 31, 1997.  In the opinion of management, these
           financial statements include all adjustments, consisting only of 
           normal recurring adjustments, necessary to summarize fairly the 
           Company's financial position and results of operations.  The
           results of operations for the nine-month period ended March 31, 
           1998 may not be indicative of the results that may be expected for 
           the year ending December 31, 1998.




<PAGE>
<PAGE> 13
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.  

PLAN OF OPERATIONS 

The Company is working on a marketing plan for the Salitron (dry mouth)
device.  At this time, the Company plans to initiate this marketing plan upon
acceptance of insurance reimbursement from Medicare.  The Company does have
current inventory for the Salitron, and believes that this existing inventory
is not obsolete and that the Company can sell and ship such units after
testing the equipment.  

Although approximately 46 private insurance carriers have reimbursed Biosonics
for the use of the Salitron  system and Medicaid reimbursement has been
obtained in four states, there is uncertainty as to whether third party payers
will approve or continue to reimburse Biosonics for the devices and whether
reimbursement, if approved or continued, will be sufficient for purchasers of
the Company's products.  On May 23, 1994, a proposed notice was published in
the Federal Register by HCFA that it intended to disapprove Biosonics'
application for Medicare reimbursement for the Salitron System. In 1996,
Biosonics met with HCFA officials to urge a reevaluation of its intent to
disapprove the Company's request for reimbursement approval.  The Company
continued its efforts with HCFA and in October 1997 submitted additional data
to HCFA.  During a Senate Appropriations Subcommittee Hearing in March 1998,
the Administrator of HCFA stated that they would be prepared to withdraw the
1994 notice.  A final decision on coverage of the Salitron remains under
review by the Agency.  The Company believes that the overall escalating cost
of medical products and services has led and will continue to lead to
increased pressures upon the health care industry to reduce the cost of
certain products and services, which may include those of the Company.

The Company has developed a marketing plan for the Cystotron  product
(Incontinence) which includes a six-month market study.  The purpose of the
study is to provide further data for physicians to assist them in deciding
whether to prescribe the Cystotron System for their patients. 

In connection with both tentative marketing plans, the Company added an
engineer to its staff in the latter part of 1997.  It is intended that this
engineer will review and implement a manufacturing bid process for both
products and review the Company's other products in connection with the
possible updating of the technology associated with such products. 

Biosonics is also planning to develop a strategy to market its products in the
international market. The Company has initiated contact with various companies
in the European market.  Further development of this plan will require
engineering aspects and the qualification of the European CE mark for
importing into Europe.

Biosonics does not have any material commitments for capital expenditures,
although management is considering making capital expenditures during 1998 in
connection with the manufacturing of the Cystotron System, if funds become
available.  The extent of the development or testing, if any, of Biosonics'
other devices will depend on the availability of funds, and there is no
assurance that development or testing of the devices will occur or be
successful.  

<PAGE> 14
FORWARD LOOKING STATEMENTS

All statements contained in this report that are not historical facts,
including but not limited to the Company's plans for product development and
marketing, are based on current expectations.  These statements are
forward-looking (as defined in the U.S. Private Securities Litigation Reform
Act of 1995 and the Act) in nature and involve a number of risks and
uncertainties.  Such statements can be identified by the use of
forward-looking terminology such as "may", "will", "should", "expect",
"anticipate", "believe", "estimate" or "continue", or the negative thereof or
other variations thereon or comparable terminology.  Actual results may vary
materially, as discussed herein.  The factors that could cause actual results
to vary materially include: The availability of capital to finance the
Company's operations on terms satisfactory to the Company; the availability of
clearances or approvals of the Company's products by federal, state and
foreign governmental authorities; the market acceptance of the Company's
products; the availability of reimbursement by third part payors, including
Medicare reimbursement; product liability claims; the availability of
protection of the Company's patents and future litigation relating to
protection of its patent, trade secrete and know-how; the Company's dependence
on Jack Paller; general business and economic conditions and competition from
products that address the same or similar medical problems as those addressed
by the Company's products; and other risks that may be described from time to
time in the reports that the Company will be required to file with the
Commission.  The Company cautions potential investors not to place undue
reliance on any such forward-looking statements. 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

Biosonics' primary sources of funds to date have been proceeds from the sale
of its securities and investment income on such proceeds, including loans and
advances for security purchases through offerings.  Biosonics will require
additional funds estimated to be approximately $3.0 million to implement
current manufacturing and marketing plans.  The Company will also require
additional funds in the immediate future to maintain the operations of the
Company.  Biosonics has initiated a private offering of securities to acquire
the immediately required funds.    

Net development stage expenses for the three months ended March 31, 1998
$117,252 were lower than those for the comparable periods of the prior year
$145,168 due to prior year's additional costs relating to a conference
presentation, and engineering consulting services.   Other development stage
expenses include primarily salaries, rent, supplies, transfer agent fees,
manufacturing, marketing, public relations and travel expenses.   

The Company's professional fees for the three months ended March 31, 1998 of
$31,874 were lower than $55,140 of professional fees for the comparable period
of the prior year, which consisted of legal, accounting and $30,000 of
consulting expenses incurred in connection with the Company's efforts to
enhance its processes in connection with its reporting and registration
matters under federal securities laws and its application for Medicare
reimbursement with HCFA. 
The Company's sales for the three months ended March 31, 1998 were $3,070 as
compared to $5,625 for the same period of the prior year.  The decrease in
sales resulted primarily from not having available funds to continue the
marketing program for its Salitron System. 

PART II   OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

None

<PAGE> 15

ITEM 2.   CHANGES IN SECURITIES.

During this reported period, Biosonics is effecting a private placement of
common stock to a limited number of accredited investors for which it received
subscriptions for $82,500 to date, for 1,650,000 shares of common stock at
$.05 per share pursuant to the exemption afforded under Section 4(2) and
Regulation D under the Securities Act of 1933. 

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

  (a)     Exhibits:
       *3.1 Articles of Incorporation as amended (incorporated by reference 
           to Registrant's Quarterly Report on Form 10-Q for the quarter 
           ended September 30, 1996).

       *3.5 By-laws of Registrant, as amended. (incorporated by reference to
           Registrant's Annual Report or Form 10-K for the year ended 
           December 31, 1983 ["1983 Form 10-K"]).

        27  Financial Data Schedule

  (b)      Reports on Form 8-K:
           None
                                                            
* Incorporated by reference

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.

                                            BIOSONICS, INC.


Date: May 15, 1998                       By:     /s/Jack Paller
     ------------------                     ----------------------------
                                     Jack Paller, President, Chairman and
                                     Executive Officer, Principal Financial
                                    Officer and Principal Accounting Officer
                                    and Sole Director.<PAGE>