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

                  JANUARY 31, 1998                         0-9922
                  ----------------                         ------



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


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


              13 COLUMBIA DRIVE, SUITE 18, AMHERST, NEW HAMPSHIRE  03031
              ----------------------------------------------------------
                (Address and Zip Code of Principal Executive Offices)


            Issuer's telephone number, including area code:  603-880-6300
                                                             ------------

                Securities registered pursuant to Section 12(b) of the
                                 Exchange Act:  NONE
                                                ----

                Securities registered pursuant to Section 12(g) of the
                                    Exchange Act:

                        COMMON STOCK, PAR VALUE $.10 PER SHARE
                        --------------------------------------
                                   (Title of Class)



          Indicate by check mark whether the Issuer (1) has filed all
          reports required to be filed by Section 13 or 15(d) of the
          Exchange Act during the past 12 months, and (2) has been subject
          to such filing requirements for the past 90 days.

          YES  X  NO
              ---    ---


          As of March 31, 1998, there were outstanding 5,663,136 shares of
          the Issuer's Common Stock, $.10 par value.



     <PAGE>

                             AMERICAN ELECTROMEDICS CORP.


                                        Index
                                        -----


                                                                       Page
                                                                       ----

          PART I - FINANCIAL INFORMATION

          Item 1.  Financial Statements

                    Balance Sheets, January 31, 1998 and July 31, 1997    3

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

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

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

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

          PART II - OTHER INFORMATION

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

          Item 6.   Exhibits and Reports on Form 8-K  . . . . . . . . .   9

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




                                      -2-
          <PAGE>


          PART I  -  FINANCIAL INFORMATION

          Item 1.  FINANCIAL STATEMENTS


                             AMERICAN ELECTROMEDICS CORP.
                                    BALANCE SHEETS

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

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

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

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


          Long-term debt  . . . . . . . . . . . . .        1,041       380 
          Convertible subordinated debentures . . .           --       720


          Stockholders' equity:
          Preferred stock, $.01 par value; Authorized
          - 1,000,000 shares; Outstanding - none  .           --        -- 
          Common stock, $.10 par value; Authorized
          - 20,000,000 shares;
            Outstanding - 4,513,136
            shares at January 31, 1998 and                       
            2,553,136 at July 31,1997 . . . . . . .          451       255
          Additional paid-in capital  . . . . . . .        4,647     2,919 
          Retained deficit  . . . . . . . . . . . .       (1,886)   (2,006)
          Foreign currency translation adjustment .         (107)       -- 
                                                          ------    ------ 
            Total stockholders' equity  . . . . . .        3,105     1,168 
                                                          ------    ------ 
                                                          $5,782    $3,060 
                                                          ======    ====== 

                               See accompanying notes.


                                      -3-
     <PAGE>


                             AMERICAN ELECTROMEDICS CORP.
                               STATEMENTS OF OPERATIONS
                                     (Unaudited)


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


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

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

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


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

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

        Weighted average
          number of common
          and Common
          equivalent shares
          outstanding . .    4,096,830    2,506,266    3,282,142     2,481,164
                             =========    =========    =========     ========= 
          
        Earnings (loss)
          per common and
          common equiva-
          lent share:
          Basic . . . . .       $  .02       $ (.09)      $  .01        $ (.16)
                                ======       ======       ======        ====== 
          Diluted . . . .       $  .02       $ (.09)      $  .01        $ (.16)
                                ======       ======       ======        ====== 


                               See accompanying notes.


                                      -4-
          <PAGE>


                             AMERICAN ELECTROMEDICS CORP.
                               STATEMENTS OF CASH FLOWS
                                     (Unaudited)

                                                       SIX MONTHS ENDED
                                                       ----------------
                                                  JANUARY 31,   JANUARY 25,
                                                      1998         1997
                                                   ----------   ----------
                                                         (Thousands)
          OPERATING ACTIVITIES:
          Net income (loss) . . . . . . . . . .        $   44       $ (394)
          Adjustments to reconcile net income
            (loss) to net cash used in operating
            activities:
            Depreciation and amortization . . .           132           33 
            Undistributed earnings of affiliate           (77)          43 
            Minority interest in affiliate  . .            85           -- 
            Changes in operating assets and
              liabilities:
              Accounts receivable . . . . . . .           341          141 
              Inventories, prepaid and other
                current assets  . . . . . . . .        (1,549)        (352)
              Accounts payable and accrued
                liabilities . . . . . . . . . .          (264)         (57)
                                                       ------       ------
              Net cash used in operating
                activities. . . . . . . . . . .        (1,288)        (586)
                
          INVESTING ACTIVITIES:
          Purchase of property and equipment,
            net . . . . . . . . . . . . . . . .           (94)         (24)
          Payment for product license . . . . .            --         (100)
                                                       ------       ------ 
          Net cash used in investing activities           (94)        (124)

          FINANCING ACTIVITIES:
          Principal payments on long-term debt            (72)         (47)
          Proceeds from long-term debt and bank
            line of credit  . . . . . . . . . .           (28)         500
          Proceeds from issuance of common
            stock, net  . . . . . . . . . . . .         1,924          144
          Proceeds from issuance of convertible
            subordinated debt . . . . . . . . .            --          720
          Redemption of convertible
            subordinated debt . . . . . . . . .          (720)          -- 
          Deferred financing costs  . . . . . .            --         (166)
          Proceeds from exercise of stock
            options . . . . . . . . . . . . . .            --            2
                                                       ------       ------ 
            Net cash provided by (used in)
              financing activities  . . . . . .         1,104        1,153
                                                       ------       ------ 

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


                               See accompanying notes.


                                      -5-
     <PAGE>     

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


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

          The   accompanying  unaudited  financial   statements  have  been
          prepared  in  accordance   with  generally  accepted   accounting
          principles for interim financial information.   Accordingly, they
          do not include all  of the information and footnotes  required by
          generally accepted accounting  principles for complete  financial
          statements.    In  the  opinion of  management,  all  adjustments
          (consisting  of normal  recurring accruals)  considered necessary
          for a fair presentation have been included.  

          The  Company  changed  its  method  from  the  equity  method  of
          accounting  for Rosch  GmbH  Medizintechnik ("Rosch  GmbH") to  a
          consolidated basis  on August 11,  1997 based upon  the Company's
          determination  that it had  reached the definition  of control of
          Rosch  GmbH  as of  August  11,  1997  under  generally  accepted
          accounting principles.  The Company's determination of control of
          Rosch GmbH was based primarily upon the  successful completion of
          negotiations to acquire effective voting control.  For the  first
          quarterly period ended October 31, 1997, the Company continued to
          recognize earnings of Rosch  GmbH up to its 50%  ownership share.
          On December 18, 1997,  the Company closed on the  purchase of the
          remaining 50%  of the outstanding  capital stock  of Rosch  GmbH,
          for  $50,000 plus 105,000 shares  of Common Stock,  pursuant to a
          Stock Purchase Option  Agreement, dated as  of November 1,  1997.
          As a result of  this transaction, the Company recognized  100% of
          earnings by  Rosch  GmbH for  the second  quarterly period  ended
          January 31, 1998.

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

                                      (IN 000's)

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


          Operating  results for  the  three and  six  month periods  ended
          January  31, 1998 are  not necessarily indicative  of the results
          that  may be  expected for the  year ending  July 31,  1998.  For
          further  information,  refer  to  the  financial  statements  and
          footnotes thereto included in the Company's annual report on Form
          10-KSB for the year ended July 31, 1997.


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

          On December 18,  1997, the Company  invested $150,000 and  issued
          105,000  shares of  its  Common  Stock  for  a  45%  interest  in
          Meditronic  Medizinelektronik GmbH ("Meditronic"),  pursuant to a
          Stock Purchase Option  Agreement, dated as  of November 1,  1997.
          Meditronic is  a development  and manufacturing company  based in
          Germany,  specializing  in  the  manufacture  of  medical  camera
          systems.  Substantially  all of Meditronic's  sales are to  Rosch
          GmbH.  At January 31, 1998, the investment in Meditronic exceeded
          the Company's share  of the  underlying equity in  net assets  by
          approximately $190,000  and is  being amortized  over twenty-five
          years.


                                         -6-
     <PAGE>


          3.   DEBT
               ----

          On October 28, 1997,  the Company entered into a  Forbearance and
          Workout Agreement  with its bank as  a result of  the Company not
          being in  compliance with  certain financial covenants  under its
          loan agreement as of July 31, 1997.  The bank has waived the non-
          compliance  and the Company agreed to,  among other things, raise
          an additional $250,000 of equity capital and to apply $150,000 of
          such  amount against  outstanding term  loans.   Additionally, as
          part of  this Agreement, the  Company's revolving line  of credit
          was reduced to $300,000.  Certain of the loan agreement financial
          covenants  were  also  amended  to more  reasonably  reflect  the
          Company's current financial position.

          As of November 26,  1997, the Company closed a  private placement
          of 1,030,000 shares of Common Stock at a price of $1.00 per share
          to a group  of "accredited  investors".  In  connection with  the
          closing of the  private placement of  1,030,000 shares of  Common
          Stock  on November  26, 1997,  the Company  used $150,000  of the
          placement proceeds to repay portions of its bank indebtedness.

          In  connection  with  the October  1997  amendments  to  its bank
          arrangements and efforts to obtain additional equity capital, the
          Company  reduced  the conversion  price  of  its outstanding  14%
          Convertible Subordinated Debentures (the "Debentures") from $3.75
          to $1.00 per share.   As of November 3, 1997, the holders  of all
          outstanding  $720,000 principal  amount of Debentures  elected to
          convert.   As  a result  of these  conversions, the  Company also
          reduced its long-term debt by $720,000 and  issued 720,000 shares
          of Common Stock.


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

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



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

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

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

          Net  sales for the three and six  month periods ended January 31,
          1998 were  $1,805,000 and  $3,635,000, respectively,  compared to
          $523,000 and $1,063,000 for the three and six month periods ended
          January 25,  1997.   The  increase in  sales in  fiscal 1998  was
          attributable  to  accounting  for  sales  of  Rosch   GmbH  on  a
          consolidated basis as well  as sales of the new  intraoral dental
          camera  system.   Sales  of the  dental  camera commenced  in the
          second quarter of fiscal 1997.

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


                                         -7-
     <PAGE>


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

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



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

          Working  capital  of   the  Company  at  January   31,  1998  was
          $2,501,000, compared to $1,060,000 at fiscal  year ended July 31,
          1997.    The $1,441,000  increase  in  working capital  primarily
          reflects the accounting  for Rosch GmbH on a  consolidated basis,
          along with gross  proceeds of $1,030,000 upon a private placement
          of 1,030,000 shares  of Common Stock.  As mentioned  in Note 3 to
          the  financial statements  to  this Report,  the Company  applied
          $150,000 to repay portions of its bank indebtedness and  $200,000
          as  the cash portion of the  purchase price of its acquisition of
          Rosch GmbH and investment in Meditronic.  Further, the conversion
          of the Debentures shall reduce the  annual interest expense going
          forward by  approximately $100,000.   The principal  component of
          the  increase  in working  capital  were  inventory and  accounts
          receivable  as the  result  of accounting  for  Rosch GmbH  on  a
          consolidated basis.

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

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


          PART II. - OTHER INFORMATION


          Item 2.   CHANGES IN SECURITIES

          The issuance of 720,000 shares of Common Stock upon conversion of
          the Debentures was exempt  from registration under the Securities
          Act  of  1933, as  amended (the  "Securities  Act") by  virtue of
          section  3(a)(9) thereof.  As  of November 26,  1997, the Company
          closed a private placement of 1,030,000 shares of Common Stock at
          a price of  $1.00 per share to a group of "accredited investors",
          which placement was exempt from registration under the Securities
          Act by virtue of section 4(2), thereof.


                                         -8-
     <PAGE>


          Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

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


          Exhibits - 

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

          27.     Financial Data Schedule


                                      SIGNATURES
                                      ----------

          In  accordance with  the requirements  of the  Exchange Act,  the
          registrant  caused this report to be signed  on its behalf by the
          undersigned, thereunto duly authorized.


                             AMERICAN ELECTROMEDICS CORP.
                             ----------------------------


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


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





                                         -9-
          <PAGE>


                                    EXHIBIT INDEX


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

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

               27.            Financial Data Schedule