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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A



[X]      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended June 30, 2001 or

[  ]     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 0-17885

                        BEI MEDICAL SYSTEMS COMPANY, INC.
             (Exact name of Registrant as specified in its charter)




          Delaware                                       71-0455756
----------------------------                ------------------------------------
   (State of incorporation)                 (I.R.S. Employer Identification No.)




                               100 Hollister Road
                           Teterboro, New Jersey 07608
                           ---------------------------
                    (Address of principal executive offices)



                                 (201) 727-4900
                                 --------------
                         (Registrant's telephone number)

     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
                                        ---    ---


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

         Common Stock:  $.001 Par Value, 7,714,905 shares as of August 1, 2001

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EXPLANATORY NOTE:

BEI Medical Systems Company, Inc. hereby amends its Quarterly Report on Form
10-Q for the quarter ended June 30, 2001 to file Exhibit 3.1 which was not filed
with the Quarterly Report on Form 10-Q filed on August 13, 2001:


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

              3.1  Certificate of Amendment of Certificate of Incorporation of
                   BEI  Medical  Systems Company, Inc.

         (b)      Reports on Form 8-K

                  (i)      The Company filed a Form 8-K Report dated April 20,
                           2001, reporting the receipt of approval from the FDA
                           to market the HTA in the United States.

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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 on August 14, 2001.



                                     BEI Medical Systems Company, Inc.


                                     By:      /s/ Thomas W. Fry
                                             -----------------------------------
                                             Thomas W. Fry
                                             Vice President of Finance and
                                             Administration, Secretary and
                                             Treasurer (Chief Financial Officer)





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                                INDEX TO EXHIBITS







     Exhibit

     Number
     ------



     3.1 Certificate of Amendment of Certificate of Incorporation of BEI Medical
              Systems Company, Inc.