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

                                    FORM 10-Q

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended January 2, 1999 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, 7,777,296 shares as of February 1, 1999


<PAGE>


BEI MEDICAL SYSTEMS COMPANY, INC. AND SUBSIDIARIES

INDEX



PART 1.   FINANCIAL INFORMATION   (Unaudited)                               PAGE
                                                                            ----
Item 1.   Financial Statements
            Condensed  Consolidated  Balance Sheets -- January 2,
            1999 (unaudited) and October 3, 1998                               3

            Condensed  Consolidated  Statements  of Operations --
            Three Months Ending January 2, 1999  (unaudited)  and
            December 27, 1997 (unaudited)                                      4

            Condensed Consolidated Statements of Cash Flows -- 
            Three Months Ending January 2, 1999 (unaudited) and 
            December 27, 1997 (unaudited)                                      5

            Notes to Condensed Consolidated Financial Statements -- 
            January 2, 1999                                                    6

Item 2.   Management's Discussion and Analysis of Financial Condition 
          and Results of Operations                                            8

PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                                    12

             (a)   Exhibits

                   3.2      By-laws

                   27.1     Financial Data Schedule

             (b)   Reports on Form 8-K

          SIGNATURES                                                          13


                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

BEI MEDICAL SYSTEMS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   January 2,       October 3,
                                                     1999             1998
                                                  (Unaudited)   (See note below)
--------------------------------------------------------------------------------
                                                      (dollars in thousands)   
ASSETS                                                                          
Current assets                                                                  
Cash and cash equivalents                           $ 4,416              $ 3,504
Trade receivables, net                                1,550                1,897
Inventories -- Note 2                                 2,974                3,087
Refundable income taxes                                 283                2,384
Other current assets                                    320                  360
--------------------------------------------------------------------------------
Total current assets                                  9,543               11,232
Property, plant and equipment, net                      760                  820
Tradenames, patents and other, net                    1,760                1,846
Goodwill, net                                         3,293                3,353
Other assets                                            137                  137
--------------------------------------------------------------------------------
Total assets                                        $15,493              $17,388
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY                                            
Current liabilities                                                             
Trade accounts payable                              $ 1,183              $ 1,551
Accrued expenses and other liabilities                1,360                1,376
Current portion of long-term debt                      --                     21
--------------------------------------------------------------------------------
Total current liabilities                             2,543                2,948
Stockholders' equity                                 12,950               14,440
--------------------------------------------------------------------------------
Total liabilities and stockholders' equity          $15,493              $17,388
================================================================================
                                                                          
See notes to condensed consolidated financial statements

Note:  The balance  sheet at October 3, 1998 has been  derived  from the audited
consolidated balance sheet at that date but does not include all the information
and footnotes required by generally accepted accounting  principles for complete
financial statements.


                                       3
<PAGE>


BEI MEDICAL SYSTEMS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                                                         Three Months Ending
                                                     ---------------------------
                                                     January 2,    December 27, 
                                                       1999           1997     
                                                    (amounts in thousands except
                                                         per share amounts)
-------------------------------------------------------------------------------
   Revenues                                           $ 2,164        $ 2,418    
   Cost of sales                                        1,308          1,495    
-------------------------------------------------------------------------------
   Gross Profit                                           856            923    
                                                                                
   Selling, general and administrative expenses         1,817          2,264    
   Research, development and related expenses             726            478    
-------------------------------------------------------------------------------
                                                        2,543          2,742    
-------------------------------------------------------------------------------
   Loss from operations                                (1,687)        (1,819)   
                                                                                
   Interest income                                         30            120    
   Interest expense                                        (4)           (11)   
-------------------------------------------------------------------------------
   Loss before income taxes                            (1,661)        (1,710)   
                                                                                
   Income tax benefit                                    (134)          (514)   
-------------------------------------------------------------------------------
   Net loss                                           ($1,527)       ($1,196)   
===============================================================================
                                                                                
                                                                                
Loss per Common Share -- Note 3                                                 
Loss per common share, basic and diluted              ($ 0.20)       ($ 0.17)   
-------------------------------------------------------------------------------
                                                                                
Weighted average shares outstanding -- Note 3           7,479          7,185    
===============================================================================
See notes to condensed consolidated financial statements


                                       4
<PAGE>

BEI MEDICAL SYSTEMS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                                                          Three Months Ending
                                                      -------------------------
                                                      January 2,   December 27,
                                                        1999          1997
                                                       (dollars in thousands)
-------------------------------------------------------------------------------
                                                                               
Net cash provided by (used in) operating activities    $   948       ($  851)
                                                                               
Cash flows from investing activities:                                          
Purchases of plant and equipment                           (15)          (18)
Purchases of patents and licenses                         --              (4)
-------------------------------------------------------------------------------
Net cash used in investing activities                      (15)          (22)
                                                                               
Cash flows from financing activities:                                          
Payments on long-term debt                                 (21)          (35)
-------------------------------------------------------------------------------
Net cash (used in) financing activities                    (21)          (35)
                                                                               
-------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents       912          (908)
                                                                               
Cash and cash equivalents at beginning of period         3,504         9,271   
--------------------------------------------------------------------------------
Cash and cash equivalents at end of period             $ 4,416       $ 8,363   
===============================================================================

See notes to condensed consolidated financial statements.                   


                                       5
<PAGE>

BEI MEDICAL SYSTEMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

January 2, 1999

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  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.  Operating  results for the interim  periods  presented  are not
necessarily  indicative  of the results that may be expected for the year ending
October 2, 1999. For further  information,  refer to the consolidated  financial
statements and footnotes thereto in the Company's Annual Report on Form 10-K for
the year ended October 3, 1998.

On September 27, 1997,  BEI  Electronics,  Inc.  ("Electronics")  distributed to
holders  of  Electronics   common  stock  one  share  of  common  stock  of  BEI
Technologies,  Inc. ("Technologies"),  a newly formed subsidiary, for each share
of Electronics  common stock held (the  "Distribution").  In connection with the
Distribution,  Electronics  transferred  to  Technologies  all  of  the  assets,
liabilities  and  operations  of its BEI  Sensors & Systems  Company,  Inc.  and
Defense Systems Company,  Inc. business  segments.  After the Distribution,  the
sole asset of  Electronics  was its  investment in its  subsidiary,  BEI Medical
Systems Company, Inc. ("Medical").  On November 4, 1997, Electronics merged with
Medical and became one company with  Electronics  as the  surviving  corporation
(the "Merger").  After the Merger,  Electronics  changed its name to BEI Medical
Systems Company, Inc. (the "Company").


NOTE 2--INVENTORIES

                                                January 2,           October 3, 
                                                  1999                 1998    
                                                     (dollars in thousands) 
--------------------------------------------------------------------------------
Finished products                                $2,071              $2,128
Work in process                                     147                 196
Materials                                           756                 763
--------------------------------------------------------------------------------
Inventories                                      $2,974              $3,087
================================================================================


                                       6
<PAGE>

NOTE 3--LOSS PER SHARE

As a result of the net loss for all periods  presented,  weighted average shares
used in the  calculation  of basic  and  diluted  loss per  share  are the same.
Weighted average shares exclude  unvested  restricted  stock,  which amounted to
299,000  and  268,000  shares for the three  months  ending  January 2, 1999 and
December 27, 1997, respectively.  Common stock equivalents are excluded from the
loss  per  share  for  all  periods   presented  because  the  effect  would  be
anti-dilutive.


                                       7
<PAGE>

Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Except for the historical information contained herein, the following discussion
contains  forward-looking  statements that involve risks and uncertainties.  The
Company's  actual results could differ  materially  from those  discussed  here.
Factors that could cause or contribute to such differences  include, but are not
limited  to,  those  discussed  in this  section,  and  those  discussed  in the
Company's Form 10-K for the year ended October 3, 1998.

The following table sets forth, for the fiscal periods indicated, the percentage
of revenues represented by certain items in the Company's Condensed Consolidated
Statements of Operations.

                                                         Three Months Ending
                                                    ----------------------------
                                                     January 2,    December 27,
                                                       1999           1997
--------------------------------------------------------------------------------
  Revenues                                            100.0%         100.0%
  Cost of sales                                        60.4%          61.8%
--------------------------------------------------------------------------------
  Gross profit                                         39.6%          38.2%

  Selling, general and administrative expenses         84.1%          93.6%
  Research, development and related expenses           33.5%          19.8%
--------------------------------------------------------------------------------
  Loss from operations                                (78.0%)        (75.2%)

  Interest income                                       1.4%           5.0%
  Interest expense                                     (0.2%)         (0.6%)
--------------------------------------------------------------------------------
  Loss before income taxes                            (76.8%)        (70.8%)

   Income tax benefit                                  (6.2%)        (21.3%)
--------------------------------------------------------------------------------
   Net loss                                           (70.6%)        (49.5%)
================================================================================

Three Months Ended January 2, 1999 and December 27, 1997

Revenues for the three months ending January 2, 1999, were $2,164,000 a decrease
of $254,000 or 10.5% from the  comparable  three  month  period of fiscal  1998,
ending December 27, 1997. The lower revenue  principally  reflects the impact of
reduced shipments of reusable  instruments and Lletz disposable products to both
domestic and  international  customers in the gynecology  market.  Revenues from
these  products  declined  $242,000 or 13.1% in the first quarter of fiscal 1999
compared  to the first  quarter  of fiscal  1998 due to a  temporary  production
problem at the  Company's  outside  vendors and what the Company  believes to be

                                       8
<PAGE>

generally soft market conditions.  International  revenues from shipments of the
Company's  Hydro  ThermAblator(R)  ("HTA(R)")  system for  endometrial  ablation
declined  to $81,000 in the first  quarter of fiscal  1999 from  $131,000 in the
comparable  quarter of fiscal 1998. The decline  reflects a large order from one
of the  Company's  Latin  America  distributors  that was  shipped  in the first
quarter  of  fiscal  1998  that  was not  repeated  in  fiscal  1999.  Partially
offsetting  these  decreases  were  increased  revenues  from   gastrointestinal
products which  increased  20.8% in the first quarter of fiscal 1999 to $203,000
compared to the comparable period of fiscal 1998.

Gross profit as a percentage of revenues increased to 39.6% in the first quarter
of fiscal 1999 compared to 38.2% for the comparable  quarter in fiscal 1998. The
increase was principally due to reduced expenditures for manufacturing  overhead
resulting from the consolidation of the Company's manufacturing and distribution
facilities that occurred in the fourth quarter of fiscal 1998. The impact of the
reduced  overhead cost was partially offset by a change in the product mix, with
a larger portion of lower margin products being sold during the first quarter of
fiscal 1999 compared to the comparable period of fiscal 1998 and higher overhead
absorption costs resulting from the reduced volume.

Selling,  general and administrative expenses declined $447,000 to $1,817,000 or
84.1% of  revenues  for the three  months  ending  January 2, 1999  compared  to
$2,264,000 or 93.6% of revenues for the  comparable  period in fiscal 1998.  The
decline in expenses  reflects a  reduction  in legal fees  ($323,000)  following
settlement  of the Company's  litigation  with  CooperSurgical  in July 1998 and
reduced  amortization of intangible  assets  ($173,000)  following the sale of a
previously  acquired  product  line  as  well  as the  impact  of a non  compete
agreement that became fully amortized  during the second quarter of fiscal 1998.
Increased  administrative  expenses  associated  with the  Company's  efforts to
obtain additional financing partially offset the above.

Research,  development  and related  expenses as a percentage  of revenues  were
33.5% or  $726,000  in the first  quarter of fiscal  1999  compared  to 19.8% or
$478,000 for the same period of fiscal 1998.  The  increased  spending  reflects
expenses  associated  with  recruiting and treating  patients as part of the HTA
Phase III clinical trials in the United States.  The Company  received  approval
from the Food and Drug  Administration  ("FDA")  to  proceed  to the  Phase  III
portion of the HTA clinical  trials in July 1998 and in September  1998 began to
treat patients under the approved protocol.  The Company will treat 276 patients
at nine clinical  sites around the country  under the Phase III protocol.  As of
February 5, 1999,  111 of the 276 patients have been treated,  and an additional
17 patients have been enrolled in the program and are awaiting  treatment.  Data
from examinations one year following treatment is required for FDA approval.

Interest  income  declined to $30,000 in the three month period ended January 2,
1999 compared to $120,000 in the three month period ended  December 27, 1997, as
a result of the lower average cash balances on hand during the quarter.

Income tax benefit was 8.1% of the pretax loss in the three month period  ending
January 2, 1999  compared to 30.1% of the pretax loss in the  comparable  period
ending December 27, 1997. The income tax benefit reflects the Company's  ability
to carry back losses and collect a refund  against  prior year taxes paid on the
earnings  of  previously  discontinued  operations.   The  amount  of  carryback
available  to the  Company  is  limited  to the taxes  paid on  earnings  of the
previous  two  fiscal  years and the  lower  effective  tax rate in fiscal  1999
results from the reduced amount of remaining  carryback available to the Company
compared to fiscal 1998.  The  remaining  carryback  available to the Company is
approximately  $213,000  which will be  recognized  throughout  the remainder of
fiscal 1999 at the Company's estimated annual effective tax rate.


                                       9
<PAGE>


Liquidity and Capital Resources

The Company's capital  requirements  depend on numerous  factors,  including the
progress of the Company's  clinical research and product  development  programs,
the timing and receipt of regulatory clearances and approvals, and the resources
the Company devotes to developing, manufacturing and marketing its products. The
Company's capital  requirements also depend on the resources  required to expand
and  develop  a direct  sales  force in the  United  States  and to  expand  the
Company's manufacturing capacity, and the extent to which the Company's products
gain  market  acceptance  and  sales.  The  timing  and  amount of such  capital
requirements  cannot be predicted  accurately.  The Company is currently seeking
additional financing.  Consequently,  although the Company believes its existing
cash balances  together with  operating  revenues,  tax refunds and  anticipated
working capital  financing will provide  adequate  funding to meet the Company's
liquidity  requirements  for the remainder of the current fiscal year, there can
be no assurance that  additional  financing will be available on terms favorable
to the  Company,  or at all.  In the event  the  Company  is unable to  generate
sufficient cash flows from revenues or secure additional sources of capital, its
ability to continue as a going concern may be impaired.  Any  additional  equity
financing may be dilutive to stockholders and debt financing, if available,  may
involve restrictive covenants and/or also be dilutive to stockholders.

During the first three months of fiscal 1999,  cash provided by  operations  was
$948,000  principally due to the receipt of $2,410,000 of income tax refunds and
other changes in operating  assets and  liabilities,  which more than offset the
$1,527,000 net loss for the period.

Cash used in investing  activities  during the first three months of fiscal 1999
of $15,000  consisted  of purchases  of  equipment.  The Company had no material
capital or other commitments at January 2, 1999.

Cash flows  used in  financing  activities  consisted  of  $21,000 in  scheduled
payments  made  on  long-term  debt.  The  Company  has  no  material  or  other
commitments at January 2, 1999.


Year 2000 Compliance: Modification of Management Information Systems

Currently,  many computer systems and software products are coded to accept only
two digit  entries in the date code  field.  These date code fields will need to
accept four digit  entries to  distinguish  21st century dates from 20th century
dates. As a result, many companies' software and computer systems may need to be
upgraded  or  replaced  in order to comply  with  such  Year 2000  requirements,
especially those with internally developed systems.



                                       10
<PAGE>

The Company and third  parties,  with which the Company does  business,  rely on
numerous  computer programs in their day-to-day  operations.  The Company's Year
2000 project is divided into the following  major sections:  infrastructure  and
applications  software  commonly  referred  to  as  "IT  Systems",  third  party
suppliers  and  customers  commonly  referred to as "External  Agents",  process
control and instrumentation and company products.

IT Systems.  The Company has  completed a  preliminary  assessment  of Year 2000
issues as they relate to the Company's IT systems.  This analysis  includes such
activities  as  order  taking,  billing,  purchasing/accounts  payable,  general
ledger/financial,  and inventory. Systems critical to the Company's business are
commercial packages available from third party vendors and currently in use with
little modification. According to information provided by the suppliers of these
products,  Year 2000 compliant versions of these systems are available.  In some
cases, the version of the software the Company is currently using is believed to
be compliant in all storage and calculation  functions but may have some screens
that  display a two-digit  year.  In other  cases,  the version of the  software
currently  in use is  believed  to be fully  Year  2000  compliant,  based  upon
representation  received from the vendors.  In still other cases, the version of
the software currently being operated by the Company is not Year 2000 compliant.
However, for software that is not Year 2000 compliant,  the Company has acquired
an updated  version of the software  that is believed to be Year 2000  compliant
based  upon  representations  from the  vendor.  The  Company  plans to use both
internal and external resources to test the versions of the software believed to
be Year 2000  compliant  and to complete  such testing by the middle of calendar
year 1999 and plans to implement  these  versions  before the end of fiscal year
1999.  The Year 2000  analysis  and  upgrading  of  existing  systems  are being
performed as a part of the Company's routine maintenance of computer systems and
are not anticipated to be material to the Company's financial results.

External  Agents.  The Company is  currently  assessing  the impact of Year 2000
readiness of External Agents with which the Company relies for critical products
and services. The Company has developed questionnaires and letters of inquiry to
be sent to the External  Agents to assist the Company in assessing the Year 2000
readiness  of its  External  Agents  and  evaluate  the  scope of the  Company's
exposure.  The letter to be sent to each External  Agent will be tailored to the
significance  of the  contribution  each makes to the  Company's  business.  The
Company  anticipates  that the assessment phase of this part of the project will
be completed by early  calendar year 1999. To date,  the Company is not aware of
any  External  Agent with a Year 2000 issue  that  would  materially  impact the
Company's results of operations,  liquidity or capital resources.  However,  the
Company has no means of ensuring that  External  Agents will be Year 2000 ready.
The inability of External Agents to complete their Year 2000 resolution  process
in a  timely  fashion  could  materially  impact  the  Company.  The  effect  of
non-compliance by External Agents is not determinable.

Process  Control and  Instrumentation.  All other items with potential Year 2000
issues are currently being  inventoried and evaluated.  These include such items
as telephone systems, security systems, HVAC, copiers, FAX machines,  production
equipment,  tools and other process  systems.  The Company  anticipates that the
assessment phase of this part of the project will be completed by early calendar
year 1999 and  anticipates it will utilize both internal and external  resources
to reprogram,  replace and test noncompliant equipment.  Although the Company is
in the early  phases of this  portion  of the Year 2000  project,  based  upon a

                                       11
<PAGE>

preliminary review the Company does not anticipate costs related to this portion
of the project to be material to the financial results of the Company.

Company Products.  In addition,  BEI Medical has reviewed the Year 2000 issue as
it relates to the electronic products  manufactured for sale by the Company. The
Company  believes  that none of its products are date  sensitive or will require
modification  to become Year 2000 compliant.  Accordingly,  the Company does not
believe  the Year 2000 issue  presents a material  exposure as it relates to the
Company's products.

While the Company  currently  believes that it has an effective program in place
to resolve the Year 2000 issues in a timely manner,  as noted above, the Company
has not yet  completed all  necessary  phases of the Year 2000  project.  In the
event that the Company  does not  complete any  additional  phases,  the Company
would be  unable to  efficiently  take  customer  orders,  manufacture  and ship
products, invoice customers or collect payments. In addition, disruptions in the
economy  generally  resulting  from  Year  2000  issues  could  also  materially
adversely affect the Company.

The Company  currently has no contingency plan in place in the event it does not
successfully  complete all phases of its Year 2000 project. The Company plans to
finish  evaluation of the status of its Year 2000 plan in the second  quarter of
calendar year 1999 and determine whether such a plan is necessary.


Effects of Inflation

Management  believes  that, for the periods  presented,  inflation has not had a
material effect on the Company's operations.


BEI MEDICAL SYSTEMS COMPANY, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION


Item 5. Other Information



Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          3.2  By-laws

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

     No reports on Form 8-K were filed by the Company  during the first  quarter
ended January 2, 1999.


                                       12
<PAGE>


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 February 16, 1999.



                               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)




                                       13