<PAGE>   1
                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


For Quarter Ended: September 30, 1998

Commission file number:  0-11363


                             CHAD THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

                California                       95-3792700
        (State or other jurisdiction of       (I.R.S. Employer
        incorporation or organization)       Identification No.)

                 21622 Plummer Street, Chatsworth, CA 91311
     (Address of principal executive offices)             (Zip Code)

                                 (818) 882-0883
              (Registrant's telephone number, including area code)

                       ---------------------------------
                                (Former Address)


(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. Yes [X]   No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

                    Common Shares          10,012,423


<PAGE>   2
                             CHAD THERAPEUTICS, INC.
                                 Balance Sheets
                      September 30, 1998 and March 31, 1998


                                  ASSETS

<TABLE>
<CAPTION>
                                                                 September 30,             March 31,
                                                                      1998                   1998
                                                                 -------------          -------------
                                                                  (Unaudited)
<S>                                                              <C>                    <C>          

Current assets:
   Cash                                                          $   1,093,000          $   1,579,000
   Accounts receivable, less allowance for
     doubtful accounts of $49,000 at
     September 30, 1998 and $105,000 at
     March 31, 1998                                                  2,683,000              2,469,000
   Inventories (Note 2)                                              8,973,000              7,133,000
   Income taxes refundable                                              54,000                572,000
   Prepaid expenses                                                    261,000                249,000
   Deferred income taxes                                                64,000                 64,000
                                                                 -------------          -------------

     Total current assets                                           13,128,000             12,066,000


Property and equipment, at cost                                      5,381,000              5,275,000
   Less accumulated depreciation                                     1,712,000              1,310,000
                                                                 -------------          -------------

     Net property and equipment                                      3,669,000              3,965,000
                                                                 -------------          -------------

Note receivable from related party                                      74,000                126,000
Other assets, net                                                    1,242,000              1,279,000
                                                                 -------------          -------------

     Total assets                                                $  18,113,000          $  17,436,000
                                                                 =============          =============

                             LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                              $   1,082,000          $     730,000
   Accrued expenses                                                    785,000                632,000
                                                                 -------------          -------------

     Total current liabilities                                       1,867,000              1,362,000
                                                                 -------------          -------------

Shareholders' equity:
 Common shares, $.01 par value, authorized
  40,000,000 shares; 10,012,000 and 10,008,000
  shares issued and outstanding                                     13,085,000             13,100,000
 Retained earnings                                                   3,214,000              3,105,000
                                                                 -------------          -------------
                                                                    16,299,000             16,205,000
 Less treasury shares at cost, 13,000 and
  19,000 shares                                                        (53,000)              (131,000)
                                                                 -------------          -------------

     Net shareholders' equity                                       16,246,000             16,074,000
                                                                 -------------          -------------

     Total liabilities and shareholders' equity                  $  18,113,000          $  17,436,000
                                                                 =============          =============
</TABLE>


See accompanying notes to financial statements.


<PAGE>   3
                             CHAD THERAPEUTICS, INC.
                             Statements of Earnings
              For the six months ended September 30, 1998 and 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                       Six Months Ended
                                                ------------------------------
                                                    1998                1997
                                                ----------          ----------
<S>                                             <C>                 <C>       

Net sales                                       $8,057,000          $9,818,000
Cost of sales                                    4,603,000           4,619,000
                                                ----------          ----------

        Gross profit                             3,454,000           5,199,000

Costs and expenses:
   Selling, general and administrative           2,982,000           3,118,000
   Research and development                        322,000             323,000
                                                ----------          ----------

        Total costs and expenses                 3,304,000           3,441,000
                                                ----------          ----------

        Operating income                           150,000           1,758,000

   Other income - interest income                   31,000              69,000
                                                ----------          ----------

        Earnings before income taxes               181,000           1,827,000

Income taxes                                        72,000             734,000
                                                ----------          ----------

        Net earnings                            $  109,000          $1,093,000
                                                ==========          ==========

        Basic earnings per share                $      .01          $      .11
                                                ==========          ==========

        Diluted earnings per share              $      .01          $      .11
                                                ==========          ==========
</TABLE>


See accompanying notes to financial statements.


<PAGE>   4
                             CHAD THERAPEUTICS, INC.
                             Statements of Earnings
             For the three months ended September 30, 1998 and 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                ---------------------------------
                                                    1998                  1997
                                                -----------           -----------
<S>                                             <C>                   <C>        

Net sales                                       $ 3,860,000           $ 4,390,000
Cost of sales                                     2,346,000             2,176,000
                                                -----------           -----------

        Gross profit                              1,514,000             2,214,000

Costs and expenses:
   Selling, general and administrative            1,411,000             1,581,000
   Research and development                         114,000               190,000
                                                -----------           -----------

        Total costs and expenses                  1,525,000             1,771,000
                                                -----------           -----------

        Operating income (loss)                     (11,000)              443,000

   Other income - interest income                    14,000                42,000
                                                -----------           -----------

        Earnings before income taxes                  3,000               485,000

Income taxes                                          1,000               196,000
                                                -----------           -----------

        Net earnings                            $     2,000           $   289,000
                                                ===========           ===========

        Basic earnings per share                $       .00           $       .03
                                                ===========           ===========

        Diluted earnings per share              $       .00           $       .03
                                                ===========           ===========
</TABLE>


See accompanying notes to financial statements.


<PAGE>   5
                             CHAD THERAPEUTICS, INC.
                        Statement of Shareholders' Equity
                   For the six months ended September 30, 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                              Common Shares                        Retained              Treasury
                                       Shares                Amount                Earnings               Shares
                                   -------------         -------------          -------------         -------------
<S>                                <C>                   <C>                    <C>                   <C>           

Balance at
 March 31, 1998                       10,008,000         $  13,100,000          $   3,105,000         $    (131,000)

Exercise of stock options                  4,000                24,000                     --                    --

Common Shares repurchased                     --                    --                     --               (69,000)

Common Shares issued for
 purchases under employee
 benefit plan                                 --               (39,000)                    --               147,000

Net earnings                                  --                    --                109,000                    --
                                   -------------         -------------          -------------         -------------

Balance at
 September 30, 1998                   10,012,000         $  13,085,000          $   3,214,000         $     (53,000)
                                   =============         =============          =============         =============
</TABLE>


See accompanying notes to financial statements.


<PAGE>   6
                             CHAD THERAPEUTICS, INC.
                            Statements of Cash Flows
              For the six months ended September 30, 1998 and 1997
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                         Six Months Ended
                                                                 ---------------------------------
                                                                     1998                  1997
                                                                 -----------           -----------
<S>                                                              <C>                   <C>        
Cash flows from operating activities:
   Net earnings                                                  $   109,000           $ 1,093,000
   Adjustments to reconcile net earnings to net
     cash provided by (used in) operating activities:
       Depreciation and amortization                                 402,000               245,000
       Compensation expense related to option grants                      --                 3,000
       Changes in assets and liabilities:
         Decrease (increase) in accounts receivable                 (214,000)              (61,000)
         Decrease (increase) in inventories                       (1,840,000)              794,000
         Decrease (increase) in income taxes
           refundable                                                518,000               527,000
         Decrease (increase) in prepaid expenses                     (12,000)             (701,000)
         Decrease (increase) in deferred income taxes                     --                    --
         Decrease (increase) in note receivable
           from related party                                         52,000              (125,000)
         Decrease (increase) in other assets                          37,000              (302,000)
         Increase (decrease) in accounts payable                     352,000               238,000
         Increase (decrease) in accrued expenses                     153,000               220,000
         Increase (decrease) in income taxes payable                      --               207,000
                                                                 -----------           -----------

               Net cash provided by (used in)
               operating activities                                 (443,000)            2,138,000
                                                                 -----------           -----------

Cash flows from investing activities:
   Capital expenditures                                             (106,000)             (500,000)
                                                                 -----------           -----------

               Net cash used in investing
               activities                                           (106,000)             (500,000)
                                                                 -----------           -----------

Cash flows from financing activities:
   Exercise of stock options                                          24,000                    --
   Common Shares repurchased                                         (69,000)             (253,000)
   Common Shares issued                                              108,000               101,000
                                                                 -----------           -----------

               Net cash provided by (used in)
               financing activities                                   63,000              (152,000)
                                                                 -----------           -----------

Net increase (decrease) in cash                                     (486,000)            1,486,000

Cash beginning of period                                           1,579,000             2,289,000
                                                                 -----------           -----------

Cash end of period                                               $ 1,093,000           $ 3,775,000
                                                                 ===========           ===========
</TABLE>


See accompanying notes to financial statements.


<PAGE>   7
                             CHAD THERAPEUTICS, INC.
                               September 30, 1998
                                   (Unaudited)

1.    Interim Reporting

      Chad Therapeutics, Inc. (the Company) is in the business of developing,
      producing and marketing respiratory care devices designed to improve the
      efficiency of oxygen delivery systems for home health care and hospital
      treatment of patients suffering from pulmonary diseases.

      In the opinion of management, all adjustments necessary, which are of a
      normal and recurring nature, to a fair statement of the results for the
      interim periods presented have been made. The interim statements are
      condensed and do not include some of the information necessary for a more
      complete understanding of the financial data. Accordingly, your attention
      is directed to the footnote disclosures found on pages 14, 15, 16 and 17
      of the March 31, 1998, Annual Report and particularly to Note 1 which
      includes a summary of significant accounting policies.

2.    Inventories

      Inventories at September 30, 1998, are summarized as follows:

<TABLE>
<S>                                                       <C>       
                             Finished goods               $1,554,000
                             Work-in-process               1,066,000
                             Raw materials                 6,353,000
                                                          ----------
                                                          $8,973,000
                                                          ==========
</TABLE>

3.    Earnings Per Common Share

      Following is a reconciliation of the numerators and denominators used in
      the calculation of basic and diluted earnings per common shares:


<TABLE>
<CAPTION>
                                                  Three Months Ended                         Six Months Ended
                                                     September 30                              September 30
                                           --------------------------------          --------------------------------
                                                  1998                 1997                 1998                 1997
                                           -----------          -----------          -----------          -----------
<S>                                        <C>                  <C>                  <C>                  <C>
      Basic earnings per share:

      Numerator - net earnings             $     2,000          $   289,000          $   109,000          $ 1,093,000
      Denominator - common shares
       outstanding                          10,012,000            9,951,000           10,011,000            9,951,000
                                           -----------          -----------          -----------          -----------
      Basic earnings per share             $       .00          $       .03          $       .01          $       .11
                                           ===========          ===========          ===========          ===========

      Diluted earnings per share:

      Numerator - net earnings             $     2,000          $   289,000          $   109,000          $ 1,093,000
      Denominator:
       Common shares outstanding            10,012,000            9,951,000           10,011,000            9,951,000
       Common stock options                     46,000              285,000               81,000              261,000
                                           -----------          -----------          -----------          -----------
                                            10,058,000           10,236,000           10,092,000           10,212,000
                                           -----------          -----------          -----------          -----------
      Diluted earnings per share           $       .00          $       .03          $       .01          $       .11
                                           ===========          ===========          ===========          ===========
</TABLE>


<PAGE>   8
                             CHAD THERAPEUTICS, INC.
                               September 30, 1998
                                   (Unaudited)


3.    Earnings Per Common Share (cont'd)

      Options to purchase 1,081,000 shares of common stock at prices ranging
      from $5.00 to $13.471 per share were not included in the computation of
      diluted earnings per share because the option price was greater than the
      average market price of the common shares.

4.    Comprehensive Income

      The financial Accounting Standards Board issued Statement No. 130,
      Reporting Comprehensive Income ("SFAS 130"), in June, 1997. SFAS 130
      establishes standards for reporting and display of comprehensive income
      and its components in financial statements. SFAS No. 130 is effective for
      fiscal years beginning after December 15, 1997. The Company adopted SFAS
      No. 130 on April 1, 1998. Comprehensive income is the change in equity of
      a business enterprise during a period from transactions and all other
      events and circumstances from nonowner sources. Other comprehensive income
      includes foreign currency items, minimum pension liability adjustments and
      unrealized gains and losses on certain investments in debt and equity
      securities. The Company did not have components of other comprehensive
      income during the three and six month periods ended September 30, 1998 and
      1997. As a result, comprehensive income is the same as the net income for
      the three and six month periods ended September 30, 1998 and 1997.

5.    Income Taxes

      Income taxes have been provided for at an effective combined Federal and
      California rate of approximately 40% for all periods presented.


<PAGE>   9
                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                               September 30, 1998

Results of Operations

Sales for the three and six months ended September 30, 1998, decreased $530,000
and $1,761,000 or 12.1% and 17.9%, respectively, from the prior year's periods.
There were no price changes during 1997. While there have been limited price
reductions in 1998, the decrease in sales relates primarily to decreases in
domestic unit sales in 1998 of OXYMATIC conservers and OXYLITE complete portable
oxygen systems which are being affected by the current marketing environment for
home oxygen therapy discussed below.

Sales to foreign distributors represented 14% and 10% of total sales for the six
month periods ended September 30, 1998 and 1997, respectively. Currently,
management expects an increase in sales to foreign distributors during the
upcoming fiscal year and quarter to quarter sales will fluctuate depending on
the timing of shipments. In addition, all foreign sales are transacted in US
dollars, thus annual unit sales could be affected by foreign currency
fluctuations.

The current procedure for reimbursement by Medicare for home oxygen services
provides a prospective flat fee monthly payment based solely on the patient's
prescribed oxygen requirement. Under this system, inexpensive concentrators have
grown in popularity because of low cost and less frequent servicing
requirements. At the same time, interest heightened in oxygen conserving
devices, such as the Company's products, which can extend the life of oxygen
supplies and reduce service calls by dealers, thereby providing improved
mobility for the patient and cost savings for dealers.

In addition, other changes in the health care delivery system - including the
increase in the acceptance and utilization of managed care - have stimulated a
significant consolidation among home oxygen dealers. As major national and
regional home medical equipment chains attempt to secure managed care contracts
and improve their market position, they have expanded their distribution
networks through the acquisition of independent dealers in strategic areas.
Three major national chains accounted for approximately 21% and 25% of the
Company's domestic sales for the six month periods ended September 30, 1998 and
1997, respectively. Margins on these sales may be somewhat lower due to quantity
pricing. In some instances consolidation has resulted in reduced purchases as
the former independent provider complies with the chain's purchasing policies.
The Company's products, which allow homecare dealers to provide cost efficient
home oxygen therapy, are ideally suited for use in a managed care environment
and as a tool


<PAGE>   10
                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                               September 30, 1998

Results of Operations (cont'd)

for dealers to increase revenues and profits. To ensure continued awareness of
the benefits of the Company's products by chain headquarters personnel, a
proactive marketing and communication program is in effect with all of the major
national chains.

The Company believes that its revenues during the past two years have been
affected by several factors. During the year ended March 31, 1998, management
believes sales to national chain accounts decreased as programs to convert
patients to more acceptable ambulatory systems in the previous year did not
recur. In addition, during the periods ended September 30, 1998 and 1997, sales
to national chain accounts as well as independent dealers have also been
impacted by increased competitive factors and uncertainties regarding the size
of potential cuts in Medicare home oxygen reimbursement which were being
discussed as part of the Federal budget process. This process has now been
finalized and a 25% cut in home oxygen reimbursement went into effect January,
1998. The effects of managed care and concerns over the severity of reim-
bursement cuts has, in many cases, resulted in the provision of systems to
patients that do not provide truly ambulatory oxygen. Management believes these
factors, including uncertainties as to how home care providers will respond to
the 25% cut, may continue to adversely affect the Company's revenues from sales
of oxygen conserving devices for the foreseeable future.

Management also believes future revenues may be positively affected by sales of
a new product, the TOTAL O(2)(TM) Delivery System. The TOTAL O(2) system
provides stationary oxygen for patients at home, portable oxygen including an
oxygen conserving device for ambulation and a safe and efficient mechanism for
filling portable oxygen cylinders. This should provide home care dealers with a
means to deal with the reimbursement cuts discussed above by reducing their
monthly cost of servicing patients while at the same time providing a higher
quality of service by maximizing ambulatory capability. The Company received
clearance in November, 1997, to sell the new product from the Food and Drug
Administration. The Company began shipping TOTAL O(2) systems in January and
realized approximately $342,000 in sales during the quarter ended September 30,
1998. The rate of increase in TOTAL O(2) system sales has been slowed by several
factors, including the overall home oxygen market climate as well as start-up
manufacturing and related supplier quality issues. Although no assurances can be
given, the Company now believes the manufacturing


<PAGE>   11
                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                               September 30, 1998

Results of Operations (cont'd)

and supplier issues will be substantially resolved by December 31, 1998. The
sales potential for the new system is significant as the average selling price
is approximately four times that of the OXYMATIC and OXYLITE systems. No
estimate can currently be made regarding the level of success the Company may
achieve with the TOTAL O(2) system. For information which may affect the outcome
of forward looking statements made in this paragraph see Outlook: Issues and
Risks - New Product.

Cost of sales as a percent of net sales increased from 49.6% to 60.8% and from
47.1% to 57.1%, respectively, for the three and six month periods ended
September 30, 1998, as compared to the prior year's periods. Both periods have
been affected by higher fixed overhead costs associated with the Company's move
to new facilities in October, 1996. In addition, the periods ended September 30,
1998, have been affected by decreased sales volume and start-up costs associated
with the manufacture of the TOTAL O(2) system. Management believes the gross
margins should remain at or decline slightly from current levels in the future
periods as TOTAL O(2) system sales increase.

Selling, general and administrative expenditures decreased slightly from
$1,581,000 to $1,411,000 and from $3,118,000 to $2,982,000 for the three and six
month periods ended September 30, 1998, respectively. The Company does not
anticipate a decrease in these expenses in the coming years. Research and
development expenses decreased by $1,000 for the six months ended September 30,
1998, as compared to the prior year's period. Currently, management expects
research and development expenditures to total approximately $800,000 in the
fiscal year ended March 31, 1999, on projects to enhance and expand the
Company's product line.

Financial Condition

At September 30, 1998, the Company had cash totaling $1,093,000 or 6% of total
assets, as compared to $1,579,000 (9%) at March 31, 1998. Net working capital
increased from $10,704,000 at March 31, 1998, to $11,261,000 at September 30,
1998. Accounts receivable increased $214,000 during the period ended September
30, 1998. Future increases or decreases in accounts receivable will generally
coincide with sales volume fluctuations and the timing of shipments to foreign
customers. During the same period, inventories increased $1,840,000. This
increase relates primarily to raw materials purchased for the manufacture of the
new TOTAL O(2) product line. The Company attempts to maintain


<PAGE>   12
                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                               September 30, 1998

Financial Condition (cont'd)

sufficient inventories to meet its customer needs as orders are received. Thus,
future inventory and related accounts payable levels will be impacted by the
ability of the Company to maintain its safety stock levels. If safety stock
levels drop below target amounts, then inventories in subsequent periods will
increase more rapidly as inventory balances are replenished.

Management believes funds derived from operations should be adequate to meet the
Company's present cash requirements. However, should the Company need additional
funds on a short term basis it has entered into an agreement with its bank to
provide a line of credit for up to $2,000,000 which funds the Company intends to
use, if necessary, for expansion of the TOTAL O(2) product line and for working
capital purposes. The Company expects capital expenditures during the next
twelve months to be approximately $750,000.

On June 30, 1994, the Company announced that the Board of Directors had
authorized stock repurchases of its common shares in privately negotiated
transactions for a minimum of 10,000 shares. While the Company made no stock
repurchases during the period ended September 30, 1998, the Company may make
additional stock repurchases pursuant to the Board of Directors authorization in
the future. In addition, the Board has authorized the Company to purchase shares
of the Company's common stock in open market transactions. The Company purchased
approximately 15,000 and 35,000 shares at a cost of $69,000 and $253,000 during
the six month periods ended September 30, 1998 and 1997, respectively, however,
the number of shares which may be purchased under these programs in the future
can not be predicted at this time. The Company does not provide post employment
retirement benefits.

Year 2000

Management has initiated an enterprise-wide program to prepare the Company's
computer systems and applications for the year 2000 and to ensure Year 2000
compliance by its customers and suppliers. The Company's products do not contain
embedded chips that are date sensitive and thus they are not at risk for Year
2000 issues. The Company has completed the assessment of its internal computer
hardware and software and plans to have all systems Year 2000 compliant by
December 31, 1998. The Company is in the assessment stage for its third party
relationships and plans to have this phase completed by December 31, 1998.


<PAGE>   13
                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                               September 30, 1998

Year 2000 (cont'd)

At that time, any third parties representing a material risk to the Company who
do not appear to be moving towards Year 2000 compliance should be identified and
the Company will attempt to secure back up suppliers wherever possible.

The Company expects to incur internal staff costs as well as consulting and
other expenses related to infrastructure and facilities enhancements necessary
to prepare the systems for the year 2000. The cost of testing and conversion of
system applications is not expected to be material. A significant proportion of
these costs are not likely to be incremental costs to the Company, but rather
will represent the redeployment of existing information technology resources.

The Company has not yet developed a contingency plan in the event of various
problem scenarios, but will assess the need to develop such a plan based on the
outcome of its survey of major customers and suppliers. If the Company is
unsuccessful or if remediation efforts with key suppliers or customers are
unsuccessful in dealing with Year 2000 problems, there may be a material adverse
impact on the Company's results and financial condition. The Company is unable
to quantify any potential adverse impact at this time.

Newly Issued Accounting Standards

The Financial Accounting Standards Board issued Statement No. 130, "Reporting
Comprehensive Income" ("FAS 130") in June, 1997. FAS 130 establishes standards
for reporting and display of comprehensive income and its components in
financial statements. FAS 130 is effective for both interim and annual periods
beginning after December 15, 1997. The Company had adopted FAS 130 in the
quarter ended June 30, 1998. The adoption of FAS 130 did not have a material
impact on the Company's financial position or results of operations.

The Financial Accounting Standards Board issued Statement No. 131, "Disclosures
about Segments of an Enterprise and Related Information" ("FAS 131") in June,
1997. FAS 131 establishes standards for the way public business enterprises are
to report information about operating segments in annual financial statements
and requires enterprises to report selected information about operating segments
in interim financial reports issued to shareholders. It also establishes
standards for related disclosures about products and services, geographic areas
and major customers. It replaces the "industry segment" concept of FAS No.


<PAGE>   14
                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                               September 30, 1998

Newly Issued Accounting Standards (cont'd)

14, "Financial Reporting for Segments of a Business Enterprise", with a
"management approach" concept as to basis for identifying reportable segments.
FAS 131 is effective for financial statements for periods beginning after
December 15, 1997. The Company will adopt FAS 131 in the annual financial
statements of the fiscal year ending March 31, 1999. Management believes the
adoption of FAS 131 will not have a material impact on the Company's financial
position or results of operations.

Outlook:  Issues & Risks

This quarterly report contains forward-looking statements which reflect the
Company's current views with respect to future events and financial performance.
These forward- looking statements are subject to certain risks and uncertainties
which may cause actual operating results to differ materially from currently
anticipated results. Among the factors that could cause actual results to differ
materially are the following:

Dependence Upon a Single Product Line

Although the Company currently markets a number of products, these products
comprise a single product line for patients requiring supplementary oxygen. The
Company's future performance is thus dependent upon developments affecting this
segment of the health care market and the Company's ability to remain
competitive within this market sector.

New Product

The Company's future growth in the near term will depend in significant part
upon the commercial success of the TOTAL O2 Delivery System. The success of this
new product will depend upon the health care community's perception of the
system's capabilities, clinical efficacy and benefit to patients, as well as
timely resolution of manufacturing and supplier issues. In addition, prospective
sales will be impacted by the degree of acceptance it achieves among home oxygen
dealers and patients requiring supplementary oxygen. As with the introduction of
any new product, the Company's ability to successfully promote the TOTAL O2
Delivery System cannot be assessed at this time.

Consolidation of Home Care Industry

The home health care industry is undergoing significant consolidation. As a
result, the market for the Company's


<PAGE>   15
                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                               September 30, 1998

Consolidation of Home Care Industry (cont'd)

products is increasingly influenced by major national chains. Three major
national chains presently account for 21% of the Company's domestic sales.
Future sales may be increasingly dependent on a limited number of customers
which may have an impact on margins due to quantity pricing.

Competition

Chad's success over the past several years has drawn new competition to vie for
a share of the home oxygen market. These new competitors include both small and
very large companies. While the Company believes the quality of its products and
its established reputation will continue to be a competitive advantage, some
competitors have successfully introduced lower priced products which do not
provide oxygen conserving capabilities comparable to the Company's products. No
assurance can be given that increased competition in the home oxygen market will
not continue to have an adverse affect on the Company's operations.

Rapid Technological Change

The health care industry is characterized by rapid technological change. The
Company's products may become obsolete as a result of new developments. The
Company's ability to remain competitive will depend to a large extent upon its
ability to anticipate and stay abreast of new technological developments related
to oxygen therapy. The Company has limited internal research and development
capabilities. Historically, the Company has contracted with outside parties to
develop new products. Some of the Company's competitors have substantially
greater funds and facilities to pursue research and development of new products
and technologies for oxygen therapy.

Potential Changes in Administration of Health Care

A number of bills proposing to regulate, control or alter the method of
financing health care costs have been discussed and certain of such bills have
been introduced in Congress and various state legislatures. There are wide
variations among these bills and proposals. Because of the uncertain state of
the health care proposals, it is not meaningful at this time to predict the
effect on the Company if any of these proposals is enacted.

Federal law has altered the payment rates available to providers of Medicare
services in various ways during the last several years. Congress has passed
legislation which


<PAGE>   16
                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                               September 30, 1998

Potential Changes in Administration of Health Care (cont'd)

has reduced Medicare spending. It cannot yet be predicted how changes in
reimbursement levels will affect the home oxygen industry and there can be no
assurance that such changes will not have an adverse effect on the Company's
business.

Patents and Trademarks

The Company pursues a policy of obtaining patents for appropriate inventions
related to products marketed or manufactured by the Company. The Company
considers the patentability of its products to be significant to the success of
the Company. To the extent that the products to be marketed by the Company do
not receive patent protection, competitors may be able to manufacture and
market substantially similar products. Such competition could have an adverse
impact upon the Company's business.

Products Liability

The nature of the Company's business subjects it to potential legal actions
asserting that the Company is liable for damages for product liability claims.
Although the Company maintains products liability insurance in an amount which
it believes to be customary in the industry, there is no assurance that this
insurance will be sufficient to cover the costs of defense or judgments which
might be entered against the Company. The type and frequency of these claims
could have an adverse impact on the Company's results of operations and
financial position.

Availability of Third Party Component Products

The Company tests and packages its products in its own facility. Some of its
other manufacturing processes are conducted by other firms and the Company
expects to continue using outside firms for certain manufacturing processes for
the foreseeable future. The Company's agreements with its suppliers are
terminable at will or by notice. The Company believes that other suppliers would
be available in the event of termination of these arrangements. No assurance
can be given, however, that the Company will not suffer a material disruption in
the supply of its products.


<PAGE>   17
                             CHAD THERAPEUTICS, INC.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                               September 30, 1998

Accounting Standards

Accounting standards promulgated by the Financial Accounting Standards Board
change periodically. Changes in such standards may have an impact on the
Company's future financial position.

Additional Risk Factors

Additional factors which might affect the Company's performance may be listed
from time to time in the reports filed by the Company with the Securities and
Exchange Commission.


<PAGE>   18
                                   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 thereunto duly authorized.


                                         CHAD THERAPEUTICS, INC.
                                               (Registrant)



Date    11/12/98                         /S/ Thomas E. Jones
    ---------------                      ---------------------------------------
                                         Thomas E. Jones
                                         Chief Executive Officer


Date    11/12/98                         /S/ Earl L. Yager
    ---------------                      ---------------------------------------
                                         Earl L. Yager
                                         Senior Vice President, Chief
                                         Financial Officer and Secretary