SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10-Q/A

                               Amendment No. 1 to

[X]        Quarterly report pursuant to Section 13 or 15 (d) of the Securities
           Exchange Act of 1934. For the quarterly period ended June 30, 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
                                   0-26992

                       CARDIOVASCULAR DIAGNOSTICS, INC.
            (Exact Name of Registrant as Specified in its Charter)


        North Carolina                                   56-1493744
(State or other jurisdiction of             (IRS Employer Identification Number)
Incorporation or organization)                      

5301 Departure Drive
Raleigh, North Carolina                                   27616
(Address of Principal Executive Office)                 (Zip Code)

Registrant's Telephone Number, Including Area Code            919-954-9871


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 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 [ ]

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



         Class                                  Outstanding as of August 5, 1998
Common Stock, par value $.001                                6,805,079

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Part II. OTHER INFORMATION

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

The Annual Meeting of Shareholders of the Company was held on May 7, 1998. The
following is a description of the matters voted upon at the meeting and the
number of affirmative votes and negative votes cast with respect to each matter.

(a)   The following persons were elected to the Company's Board of Directors.
      The votes for, against (withheld) and abstentions were as follows:

      Nominee               Votes For   Votes Withheld   Votes Abstained
      -------               ---------   --------------   ---------------

      John P. Funkhouser     5,126,245         0            254,838
      William A. Hawkins     5,131,308         0            249,775
      John K. Pirotte        5,132,808         0            248,275
      Stephen R. Puckett     5,366,308         0             14,775
      Philip R. Tracy        5,132,308         0            248,775

(b)   The shareholders ratified the appointment of Coopers & Lybrand L.L.P as
      the independent auditors of the Company for the year ending December 31,
      1998 with 5,380,708 shares voting for and 375 shares abstained.


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                                  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.


                       CARDIOVASCULAR DIAGNOSTICS, INC.



Date: September 11, 1998      By: /s/ Paul Storey
                                 -----------------------
                                 Paul Storey
                                 Treasurer
                                 (Principal Financial and Accounting Officer)