SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

[x]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
        THE SECURITIES EXCHANGE ACT OF 1934

        For the fiscal year ended June 30, 1997

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
        THE SECURITIES EXCHANGE ACT OF 1934     
        

        For the transition period from ___________ to _____________


                                CDX CORPORATION
           (Exact name of Registrant as specified in its charter)

Commission file number 0-9735

          Colorado                                      84-0771180
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization                       Identification No.)


       2 Charles Street                                    02904
        Providence, RI                                  (Zip Code)
(Address of principal executive offices)

              Registrant's telephone number, including area code
                                (401)274-4700

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

     Title of each class            Name of each exchange on which registered
     None                           None

Securities registered pursuant to 12(g) of the Act:
Common Stock, Par Value $.01
(Title of class)

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 ___ No  X.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. [   ]

Since February of 1986, there have been no published prices of the 
Registrant's stock.  The total number of shares held by nonaffiliates of the 
Registrant as of September 30, 1997 was 1,330,191.

Indicate the number of shares outstanding of each of the Registrant's classes 
of common stock, as of June 30, 1997

4,887,927

DOCUMENTS INCORPORATED BY REFERENCE
Document          Part of 10-K into which incorporated

None

CDX CORPORATION
1997 Annual Report on Form 10-K

Table of Contents                                                  Page #

PART I

ITEM 1 -    Business                                                   3

     A.     General                                                    3
     B.     Products And Services                                      3
     C.     Marketing And Customers                                    4
     D.     Product Development                                        4
     E.     Product Protection                                         5
     F.     Backlog                                                    5     
     G.     Competition                                                5     
     H.     Employees                                                  5     

ITEM 2 -    PROPERTIES                                                 5

ITEM 3 -    LEGAL PROCEEDINGS                                          5

ITEM 4 -    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        6

PART II

ITEM 5 -    MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
            SECURITY HOLDER MATTERS                                    6

ITEM 6 -    SELECTED FINANCIAL DATA                                    6

ITEM 7 -    MANAGEMENT DISCUSSIONS AND ANALYSES OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                        7

ITEM 8 -    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                8

ITEM 9 -    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
            ACCOUNTING AND FINANCIAL DISCLOSURES                       8

PART III

ITEM 10 -    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT        9

ITEM 11 -    EXECUTIVE COMPENSATION                                   10

ITEM 12 -    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                 12

ITEM 13 -    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           13
          
PART IV

ITEM 14 -    EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K    13
          
SIGNATURES                                                            14

<PAGE>  3

PART I

Item 1.    BUSINESS

A. General

CDX Corporation is a Colorado corporation incorporated in 1978 with its 
corporate offices headquartered in Providence, Rhode Island.

The Business of the Company has consisted of the sale of computerized 
pulmonary diagnostic equipment which is used in the medical profession to 
test for indications of lung or congestive heart disease. Approximately 
10,000 units have been sold.

In December 1994 the Company acquired Compliance Systems, a manufacturer of 
infection control products which provide emergency personnel with protection 
during trauma response situations and assist compliance with certain OSHA 
mandates.  In FY96 the Company also introduced a new version of its Instant 
Response Mask (IRM) with improved features designed to protect personnel 
involved in administering emergency cardio-resuscitation techniques to 
compliment the Compliance Systems product line.

CDX also generates revenue from the sale of consumable and accessory items 
associated with its diagnostic equipment.  In addition, the Company has 
developed an upgrade for its spirometers marketed to existing 
customers. The Company has an updated version of its Model 110S spirometer 
currently which incorporates the latest technology.  This product is 
marketed to physician offices, hospitals and industrial sites.

B. Products And Services

Approximately 17% of the Company's gross revenues in its most recent fiscal 
year was attributable to the sale of its testing machines, 59% of gross 
revenues was attributable to sales of consumable and accessory items and 9% 
of gross revenues was attributable to repairs and maintenance. Bio-hazard 
control products and the IRM comprised 13% of sales.

The Company's objective is to increase gross revenues with the introduction 
of the upgrade and upgraded version of the current spirometer and to 
aggressively pursue the export markets. A new version of the Instant Response 
Mask was released in December 1995.  Although initially well received, this 
product has not lived up to the Company's expectations and marketing efforts 
and expenditures in connection with it have been greatly reduced.

The types of products which the Company currently markets are described below.

     1. Instant Response Mask
             Provides protection against the transmission of infectious 
             pathogens during the administration of emergency resuscitation
             techniques such as CPR.
          
     2. 110S Spirometer
             Computerized pulmonary diagnostic equipment which is used in
             the medical profession to test for indications of lung or 
             congestive heart disease.

<PAGE>  4

     3. 110M Spirometer
             A metric version of the 110S Spirometer specifically designed 
             for the international markets.

     4. 110MAX Spirometer 
             An upscale version of the 110S Spirometer with additional 
             features.

     5. Biosponse
             A portable bio-hazard spill kit for bloodborne pathogens which 
             complies with OSHA regulation.

     6. Biopail
             A complete clean up and personal protection for first reponders 
             against blood pathogens contained in a refillable two gallon 
             pail meeting OSHA Regulations.

Additionally, the Company provides for sale of disposable and accessory items 
associated with its testing equipment as well as maintenance and service 
agreements; it also offers disposable items for the infection control markets.

C. Marketing And Customers

The Company's principal customers have historically been primary care 
physicians, group practices, clinic, and medical centers. Portable 
spirometers are typically used by internists, family physicians, and general 
practitioners in their offices to conduct preliminary diagnostic tests of a 
patients pulmonary function.  Spirometers are also used extensively in 
industry to provide screening diagnosis, establish baselines and monitor 
pulmonary function in the workplace.  The Company's customer base includes 
pulmonologists, allergists, and cardiologists who require the speed, 
accuracy, and flexibility of hospital-based systems in a small, light-weight, 
portable system.

During the year ended June 30, 1997, the Company did not have any one 
customer responsible for 10% or more of sales activity or revenues.

The Company currently markets its products directly to retail customers from 
its Rhode Island office and through medical equipment dealers and 
distributors, supported through a network of factory trained manufacturer's 
representatives. The Company supports this sales network through direct mail, 
advertising in clinical and trade publications, and participation in national 
and regional trade shows.

Relative to the IRM mask, the Company held exclusive worldwide distribution 
rights under terms of an agreement with Valley Forge Scientific.  During FYE 
6.30.96 the Company relinquished its exclusive rights and has undertaken to 
co-distribute the IRM with Valley Forge in return for a 10% royalty on all 
IRM sales by Valley Forge.

D. Product Development 

The Company has undertaken a product development program with the ultimate 
objective of the following:

The development of products specifically targeted at the equipment needs of 
the physician's office.  During the year ended June 30, 1996, the Company 
spent $8,657 on research and development.  

<PAGE>  5

Further, in March 1995 the Company acquired all rights to certain technology 
relating to the firefighting and industrial markets from Global Environmental 
Technologies, Inc.  The Company had planned to develop prototype units and 
was involved in strategic discussions with several interested parties which 
have established presence in these markets.  The Company has abandoned 
pursuit of this project.

E. Products Protection

The company holds a patent issued by the U.S. Patent office in 1981 for the 
overall structure and function of its remote pulmonary function tester known 
as the CDX 110. The Company's current products have protection under certain 
claims of this patent. The patent does not apply outside the United States.

The Company holds a federal trademark "CDX" which is used on its products. 
The Company uses additional trademarks related to the IRM mask.

The Company's developmental efforts on the IRM mask has resulted in a U.S. 
patent application. As per the terms of an agreement between the Company and 
Valley Forge Scientific this patent has been assigned to Valley Forge. Under 
the further terms of this agreement, the Company received the exclusive 
worldwide distribution rights for the IRM mask.

F. Backlog

The Company does not currently have any backlog of sales orders or delays of 
shipments due to lack of parts or supplies.

G. Competition

The market for the Company's products is characterized by rapid advancements 
in technology and by intense competition among a number of manufacturers and 
distributors. The Company believes that it competes favorably in the market; 
however, no assurance can be given that the Company will have the financial 
resources, marketing, distribution, service or support capabilities, depth of 
key personnel or technological expertise to compete successfully in the 
future.

H. Employees

As of June 30, 1997, the Company employed two full-time employees.

Item 2.    PROPERTIES

     The Company's administrative offices and manufacturing facilities consist 
of approximately 3,500 square feet of office, manufacturing and storage space 
which it leases from a related party.  The Company believes that its rental 
costs are equal to or less than those which would be charged for comparable 
space on month to month basis by a third party.  The facilities have been 
rented on a month to month basis since March 1, 1995. Rental space is 
available in the area, and the Company expects to be able to continue to 
obtain a lease for adequate space at costs comparable to its current rent.

Item 3.    LEGAL PROCEEDINGS

     There are no legal proceedings pending against the Company.

<PAGE>  6

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The corporation did not submit any matter to a vote of security holders 
during the year ended June 30, 1997.

PART II

Item 5.    MARKET FOR REGISTRANT'S COMMON STOCK AND 
           RELATED SECURITY HOLDERS MATTERS

     There is no established public trading market for the Corporation's 
common stock.  The stock is traded over-the-counter in privately negotiated 
transactions between market makers and brokers.  Prices are published in the 
pink sheets issued by the National Quotation Bureau, but sales are not 
systematically reported by market makers and brokers.

Holders

     Based upon the number of record holders, the approximate number of 
shareholders of the common stock of the Corporation as of June 30, 1997 
was 809.

Dividends

     No dividends have been declared during the past fiscal years with 
respect to common stock.

Item 6.     SELECTED FINANCIAL DATA          

<TABLE>
<S>                  <C>           <C>          <C>          <C>           <C>         
                     1997          1996         1995         1994          1993        
   
Net Sales & 
Operating
Revenues             $379,608      $394,043     $445,285     $514,825      $568,925
  
Profit (Loss)       $(122,372)     (206,413)     (75,028)    (259,143)     (171,709)   
                  
Profit (Loss) 
per Common Share        (.028)        (.057)       (.022)       (.076)        (.051)     

Total Assets          185,918       184,081     303, 838      248,727       288,749      
                                
Long Term 
Obligations            25,000        25,000       25,000            0             0

Cash Dividend 
Declared 
per Share                0.00          0.00         0.00         0.00          0.00
     
Weighted average 
number of
Common Shares
outstanding         4,339,434     3,587,927    3,472,094    3,397,927     3,397,927

</TABLE>

<PAGE>  7

MARKET INFORMATION

     CDX Corporation's common stock is traded over-the-counter in privately 
negotiated transactions between makers and brokers.

<TABLE>
<CAPTION>

Price Range (closing bid) For fiscal year ending June 30:

                        1997                                    1996                                     1995    
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>


          Bid       Prices    Asked     Prices    Bid       Prices    Asked     Prices    Bid       Prices    Asked     Prices
Quarter   High      Low       High      Low       High      Low       High      Low       High      Low       High      Low
     
1st       .1562     .125      .1875     .1875     .1875     .1875     .3125     .3125     .1875     .15625    .25       .1875      
2nd       .125      .125      .1875     .1875     .15625    .15625    .25       .25       .1875     .15625    .25       .1875      
3rd       .125      .125      .1875     .1875     .15625    .15625    .25       .25       .25       .1875     .25       .1875      
4th       .125      .125      .1875     .175      .15625    .125      .1875     .1875     .1875     .1875     .3125     .3125

</TABLE>

These market quotations are from the National Daily Quotation Service.  They 
reflect prices between dealers without retail mark up, mark down or 
commission.  They do not represent actual transactions.  No dividends have 
been declared during the past two fiscal years with respect to common stock.

Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
           RESULTS OF OPERATIONS

Results of Operations

     Net Sales and Operating Revenues for FY 97 decreased by $14,402 
which is down approximately 4% from the previous fiscal year.  This compares 
with a decrease of $51,242, or approximately 12%, in similar figures for FY 
96 to FY 95.  Cost of Sales decreased by $47,648 for FY 97 compared to FY 96, 
with the Company sustaining an Operating Loss of $104,327.  During the 
previous fiscal year, costs and expenses increased by $78,439 from those of 
FY 95 resulting in an Operating Loss of $195,928.  FY 95 also showed an 
Operating Loss of $66,193.  Operating Losses as a percentage of Net Sales 
were 27.5%, 49.7% and 14.9% for FY 97, FY 96 and FY 95, respectively.  
Management plans to renew its efforts to reduce expenses and bring them into 
line with margins as was successfully implemented in FY95 resulting in 
reduction of $254,460 in Operating Costs and Expenses compared with FY 94.

     Cost of Goods Sold as a percent of Net Sales decreased from 59.8% 
(235,441) in FY 96 to 49.5% ($187,793) in FY 97 due primarily to decreased 
cost of raw materials and greater use of contract services.  Similar costs 
for FY 95 to FY 96 increased from 52.3% ($232,924) to 62.7% ($247,463) of 
Revenues.

     Selling and Administrative Expenses decreased overall by $58,388, to 
$296,142 for FY 97 from $354,430 for FY 96.  As a percentage of Net Sales 
these figures were 78.0% and 90.0% respectively which represents a 12.0% 
decrease in such expenses between the two years.  Comparable expenses for FY 
95 were 62.6% ($278,554).  The decrease in percentages of expenses shown in 
FY 97 and FY 96 reflects a decrease in certain marginal advertising.

     Interest expense for FY 97 increased $7,635 to $18,065 for the 
entire year.  In FY 96, interest expense decreased $1,358.  Interest income 
decreased by $75 in FY 97 from the prior year due to reduced cash levels 
during FY 97.  FY 96 interest income of $95 represented a $248 decrease from 
FY 95.

<PAGE>  8

     Inflation has had a minimum impact upon the Revenues and Costs of 
the Company.

Liquidity And Capital Resources

     In fiscal year 1997, the Company's liquidity remained constant.  
This compares with a decrease of $150,440 for FY 96.  In FY96 this was due to 
favorable working capital changes related to collections on accounts 
receivable and increases in inventory which were offset by operating losses 
and increases in accounts payable in connection with marketing efforts for 
the IRM mask and increased borrowing from an officer.  In FY97 the stabilizing
liquidity was the result of consistency in inventories, prepaid expenses and 
certain capitalized development costs offset by operating losses and consistency
in accounts payable, accrued expenses and short term borrowings from an 
officer.

     The Company expects that its current working capital position is 
sufficient to continue to meet operating requirements during the coming 
fiscal year and that it has sufficient reserves to meet some unforeseen 
contingencies given a continued willingness on the part of several of its 
officers to fund deficits with loans.
 
Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See Item 14 of this report.

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
           FINANCIAL DISCLOSURE

     None.

<PAGE>  9

PART III

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS

     The current directors and executive officers of the Corporation, their 
ages, their positions held in the Corporation and the term during which each 
served in such position are as follows:
     
DIRECTORS
                                                                           

                                                           Year First Elected
Name and All Positions                                     or Nominated to
Held With the Corporation           Age                    Become a Director


Harold  I. Schein                   61                     1985
Chairman of the Board,
Treasurer and Director

     
Philip D. Schein                    33                     1989
President, Secretary
and Director      

     Officers and directors are elected on an annual basis. The present term 
of office for each director will expire at the next annual meeting of the 
Company's stockholders at such time as his successor is duly elected.

     Officers serve at the discretion of the Board of Directors.


EXECUTIVE OFFICERS

Name and All Positions                    Year First           Term of 
Currently Held                            Elected to           Office
With the Corporation          Age         This Office          Expiring

Harold I. Schein (2)          61
Chairman of the Board,                    1989                 (1)
Chief Executive Officer,                  1989                 (1)
Treasurer,                                1989                 (1)
Director                                  1985                 (1)

Philip D. Schein (2)          33          
President,                                1992                 (1)
Secretary,                                1989                 (1)
Director                                  1989                 (1)

(1)    The executive officers serve at the pleasure of the board of directors 
and do not have fixed terms.

<PAGE>  10

(2)    Philip D. Schein is the son of Harold I. Schein

HAROLD I. SCHEIN, 61, serves as Chairman of the Board, Chief Executive 
Officer, Treasurer and a Director.  Mr. Schein, since January 1990, has been 
President of Richmond Square Capital Corporation, a Small Business Investment 
corporation which is licensed by the SBA.  Prior to 1990, Mr. Schein served 
as chairman and chief executive officer of William Bloom & Son, Inc, a 
manufacturer of store fixtures.  From March 1989 to September 1992, Mr. Schein 
also served as chairman of Piezo Electric Products, Inc. of Metuchen, New 
Jersey, a publicly owned company.  He is also a developer of commercial real 
estate.  Mr. Schein became chairman of the board of directors and treasurer 
of the Corporation in March 1989.

PHILIP D. SCHEIN, 33, serves as President, Secretary and a Director.  Mr. 
Schein became secretary of the corporation in March 1989 and assumed the 
office of president in October 1992.  Prior to this, Mr. Schein held the 
position of Executive Vice President of William Bloom & Son, a manufacturer 
of custom store fixtures, where he was in charge of sales and manufacturing.  
He is a 1985 graduate of Boston University.   

Item 11.    EXECUTIVE COMPENSATION

     No executive officer received in excess of $100,000.

     No executive officer of the Corporation received other compensation not 
reported in the above cash compensation table in excess of $25,000 or 10% of 
the compensation reported in the above cash compensation table.

     Directors who are not regular, full-time employees may be compensated 
for service on the board of directors at the rate of $1,500 per director per 
quarter, i.e., $6,000 annually.  In order to qualify for quarterly 
compensation, a director must attend the majority of meetings held within the 
quarter.  No such payments have been made since 1989.

SUMMARY COMPENSATION TABLE
Annual Compensation 

                                                                    Long Term
                                                                    Compensation
                                                                    Awards
                                                                    
Securities 
Name & Principal    Fiscal             Other Annual     Underlying
Position            Year     Salary    Compensation(1)  Option/SARS(#)
________________    ______   _______   ____________     ______________

Philip D. Schein    1997     $65,000                     5,000
President & CEO     1996      65,000                    15,000
                    1995      65,000                         0

Harold I. Schein    1997     $     0                    17,500
Chairman &          1996           0                         0
Treasurer           1995           0                     5,000

(1)    Certain perquisites provided to each of the named executive officers 
totaled less than 10 percent of each officer's total salary and
Stock Option Grants.

<PAGE>  11

OPTION/SAR GRANTS TABLE
<TABLE>
<CAPTION>

Option/SAR Grants in Last Fiscal Year

               Individual Grants

<S>                  <C>             <C>                 <C>           <C>               <C>                   
                                     Percent of total
                                     options/SARs
                                     granted to          Exercise or
                     Options/SARs    employees in        base price                      Grant date  
Name                 Granted(#)      fiscal year         ($/sh)        Expiration Date   Value(1) 
________________     ____________    ________________    ___________   _______________   ___________

Philip D. Schein      5,000          22.2                $0.25         10/98             $0

Harold I. Schein     17,500          77.8                 0.25         04/98              0 
</TABLE>

(1)    Market value of underlying securities at grant date discounted by 
two-thirds to reflect restrictive provisions, minus exercise or base price.

<TABLE>
<CAPTION>

                    AGGREGATED OPTION EXERCISES IN 1997 
                                   AND
                            OPTION/SAR VALUES

<S>                  <C>                                       <C>
                     Number of unexercised                     Value of unexercised in-the-money
                     options/SARs at fiscal year-end(#)        options/SARs at fiscal year end($)
Name                 Exercisable/unexercisable                 Exercisable/unexercisable
_________________    __________________________________        __________________________________

Philip D. Schein     253,333/0                                 $6,000/$0

Harold I. Schein     602,500/0                                 $9,000/$0

</TABLE>

(1)    Market value of underlying securities at FYE 6.30.97 discounted by 
two-thirds to reflect restrictive provisions, minus exercise or base price.

Stock Option Plan

     In November, 1987, the Shareholders of the Corporation approved an 
incentive stock option plan which provides that options may be granted to 
officers and employees, with a maximum aggregate number of 150,000 shares 
issuable under the plan.  Shares underlying granted options are exercisable 
25% on the date of grant and 25% each year thereafter on a cumulative basis.  
Unexercised options lapse ten years after the date of grant or expire within 
90 days of termination of employment.  Exercise price is fair market value of 
a share of common stock at date of grant.  The plan has a term of ten years.

     In November 1987, the Directors of the Corporation approved a 
Non-Qualified Stock Option Plan for employees, consultants and directors.  
The Corporation has reserved 60,000 unregistered shares of its common stock 
for use in this plan.  During 1993, the Board of Directors reserved another 
1,440,000 unregistered shares of its common stock for use in this plan.  Each 
of the four outside directors were granted options for 15,000 shares at $.10 
per share exercisable during their continuation as an employee, director or 
advisory member of, or consultant to the Company, and for the three year 
period thereafter.  In addition, during 1993, the Company granted one of its 

<PAGE>  12

directors options for 250,000 shares at $.10 per share and granted one of its 
consultants options for 77,800 shares at $.05 per share.

          A summary of the plans at June 30, 1997 is as follows:

                          TOTAL SHARES      SHARES AT OPTION      OPTION
                          RESERVED          OUTSTANDING           PRICE
                          ____________      ________________      _______


1987 Incentive Stock        150,000               0               n/a
Option Plan

1987 Non-Qualified
Stock Option Plan         1,500,000         310,000               $.10
                                             77,800               $.05 
                                            100,000               $.25
                                             15,000               $.25
                                             22,500               $.25

     In December 1992, the Company issued 600,000 warrants for its common 
stock to certain of its officers and consultants in return for services.  The 
warrants are exercisable at $.02 per share with an expiration date of December 
31, 1998.   Also, in February 1995, the Company issued 75,000 warrants for 
its common stock to an investor in connection with a loan.  The warrants are 
divided into three equal classes with exercise prices of $0.25, $0.375 and 
$0.50 respectively with all classes expiring in February 1998.


Item 12.     CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 
OWNERS AND MANAGEMENT

The following table sets forth information as to persons other than management  
(see the following table) who are known to management to beneficially own 
more than 5% of the outstanding voting stock as of June 30, 1997.

Title        Name and Address           Amount and Nature of        Percent of
of Class     of Beneficial Owner        Beneficial Ownership        Class
________     ___________________        ____________________        __________ 

Common       Mendel S. Kaliff           247,223      Direct         5.6%
Stock        70 N.E. Loop 410
             No. 450
             San Antonio, TX 78216

The following table sets forth the security ownership of all directors and 
executive officers of the corporation as of June 30, 1997.

Title      Name of            Amount and Nature of    Percent of 
of Class   Beneficial Owner   Beneficial Ownership    of Class     Position
________   ________________   ____________________    __________   ________

Common     Harold I. Schein   2,616,737 (1)           59.6%        Treasurer,
Stock                                                              Director, and
                                                                   Chairman of
                                                                   the Board

<PAGE>  13
                                             
Common     Philip D. Schein     426,000 (2)            9.7%        President, 
Stock                                                              Secretary,
                                                                   Director

Common     Directors and      3,042,737               69.3%
Stock      Officers as a 
           Group (2 persons)
____________________________

(1)     Shares subject to sole investment and voting power.  Includes options 
and warrants granted by the corporation to purchase  585,000 shares, as to 
which option shares the optionee/warrantholder disclaims beneficial ownership.

(2)     Shares subject to sole investment and voting power.  Includes options 
and warrants granted by the corporation to purchase  215,000 shares, as to 
which option shares the optionee/warrantholder disclaims beneficial ownership.

Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company entered into a lease agreement on March 26, 1990 with a 
related party to rent its facilities in Providence, Rhode Island.  Base 
monthly rental payments were modified to $2,500 beginning October 1995 and the
lease term is five years, expiring on February 28, 1995. In May of 1996 the 
Company and related party modified the terms of the lease to month to month 
rental payments of $1,500.  The Company subleases a part of this space to an 
unrelated party for $500 per month.  The Company believes this to be at or 
below the rent for comparable space.  

PART IV

Item 14.    EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K

     (a)    The following documents are filed as part of this report:

            1.     Financial Statements:

                   Opinions of independent public accountants dated 
                   May 27, 1998 on the financial statements as follows:

                   Balance Sheets, June 30, 1997 and 1996.

                   Statements of Earnings for the years ended June 30, 1997, 
                   1996 and 1995.

                   Statements of Cash Flows for the years ended June 30, 1997, 
                   1996 and 1995.

<PAGE>  14

                   Statements of Changes in Stockholders' Equity for the years 
                   ended June 30, 1997, 1996 and 1995.

            2.     Financial Statement Schedules:
                   All schedules for which provision is made in the applicable 
                   regulations of the Securities and Exchange Commission have 
                   been omitted because they are not required if the 
                   information is shown in the financial statements and notes 
                   thereto.

     (b)    Reports on form 8-K
            No reports on Form 8-K were filed.
     
     (c)    Exhibits

            See the Index of Exhibits immediately preceding the exhibits 
            attached to this report.  The exhibits are incorporated herein 
            by this reference.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities and 
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.

                              CDX CORPORATION
                              (Registrant)

                              /s/Philip D.. Schein

                              By: __________________
                              Philip D. Schein
                              President

Dated:  May 31, 1998     

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

Signature                   Title                            Date

/s/Harold I. Schein

_______________________     Chairman of the Board,           May 31, 1998
Harold I. Schein            Treasurer and Director


/s/Philip D. Schein

_______________________     President, Secretary and         May 31, 1998
Philip D. Schein            Director

<PAGE>  15

INDEX TO EXHIBITS
                 
(a)  Exhibits:

     The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are incorporated
herein by this reference:

     Exhibit       No.       Document
     *             3.1       Restated Articles of Incorporation dated
                             July 3, 1985
                             (incorporated by reference to the exhibits
                             and Registrant's report filed on Form 10-K
                             dated September 25, 1985)

     *             3.2       Articles of Amendment dated December 4, 1987
                             to the Restated Articles of Incorporation
                             (incorporated by reference to the exhibits 
                             to Registrant's report filed on Form 10-K
                             dated September 15, 1989)

     *             3.3       Bylaws dated July 5, 1985
                             (incorporated by reference to the exhibits
                             to Registrant's report filed on Form 10-K
                             dated September 15, 1989) 

     x            23.1       Consent of Counsel, Mark T. Thatcher, P.C.

     x            23.2       Consent of Cayer, Prescott, Clune & Chatellier, 
                             LLP, Independent Certified Public Accountants

     x            27.0       Financial Data Schedule
______________

     *   Incorporated by reference from the issuer's Annual Report Pursuant
         to Section 13 or 15(d) of the Securities Exchange Act of 1934

     x   Filed herewith     

<PAGE>

CDX CORPORATION

FINANCIAL STATEMENTS
YEARS ENDED
JUNE 30, 1997, 1996, and 1995

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors
CDX Corporation

We have audited the balance sheets of CDX Corporation as of June 30, 1997 and 
1996, and the related statements of operations, stockholders' equity and cash 
flows for the years ended June 30, 1997, 1996, and 1995.  These financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audits to 
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable 
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of CDX Corporation as of June 
30, 1997 and 1996, and the results of its operations and its cash flows for 
the years ended June 30, 1997, 1996, and 1995 in conformity with generally 
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the 
Company will continue as a going concern.  As discussed in Note 13 to the 
financial statements, the Company has suffered recurring losses from 
operations and has a net capital deficiency, which raises substantial doubt 
about its ability to continue as a going concern.  Management's plans 
regarding those matters are also described in Note 13.  The financial 
statements do not include any adjustments that might result from this 
uncertainty.


May 27, 1998             /s/ Cayer, Prescott, Clune & Chatellier, LLP

<PAGE>

CDX CORPORATION

BALANCE SHEETS
JUNE 30, 1997 and 1996

ASSETS

                                                  1997            1996
                                                  ___________     __________
Current assets:
  Cash                                            $     1,305     $       69
  Accounts receivable - trade (net of allowance 
  for doubtful accounts of $2,010
  in 1997 and $1,560 in 1996)                          39,488         53,177
  Inventory                                            46,555         73,587
  Prepaid expenses and other                           17,473          6,497
       Total current assets                           104,821        133,330

Property and equipment - 
net of accumulated depreciation                        20,228         22,806

Other assets:
  Invention rights and deferred product 
   development costs (less accumulated
   amortization of $435,340 in 1997 and 
   $432,298 in 1996)                                   60,869         27,945

        TOTAL ASSETS                               $  185,918      $ 184,081


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable - trade                        $  159,617      $ 182,659
   Accounts payable - shareholder                     270,500        243,544
   Accrued interest payable                            48,816         31,302
   Accrued expenses                                    36,458         33,523
        Total current liabilities                     515,391        491,028

Other liabilities:
   Notes payable - officers                           206,705        119,859
   Notes payable                                       55,000         55,000
        Total other liabilities                       261,705        174,859

Stockholders' equity:
   Common stock, $.01 par value; 10,000,000 
   shares authorized, 4,888,093 and 3,588,093
   shares issued at June 30, 1997 and 1996             48,881         35,881
   Capital surplus                                  4,771,798      4,771,798
   Deficit                                         (5,411,857)    (5,289,485)
   Less treasury stock; 166 shares, 
   no assigned value                               ___________    ___________
        Total stockholders' equity                   (591,178)      (481,806)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $  185,918     $  184,081

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

CDX CORPORATION

STATEMENTS OF OPERATIONS
YEARS ENDED June 30, 1997, 1996, and 1995

                                      1997          1996           1995
                                      ___________   ___________    ___________
Revenues:
  Net sales and other revenues        $  379,608    $   394,043    $   445,285
Operating costs and expenses:
  Cost of sales                          187,793        235,441        232,924
  Selling & administrative expenses      296,142        354,430        278,554
     Total operating 
     costs and expenses                  483,935        589,971        511,478 
 
Operating loss                          (104,327)      (195,928)       (66,193)

Other income (expense):
  Interest expense                       (18,065)       (10,430)       (11,788)
  Interest income                             20             95            343
  Loss on investment                                       (150)         2,610
     Net other expense                   (18,045)       (10,485)        (8,835)

Net loss                              $ (122,372)      (206,412)    $  (75,028)
 
Net loss per common share             $    (.028)   $     (.057)    $    (.022)

Weighted-average number of 
common shares outstanding              4,339,434      3,587,927      3,472,094

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

CDX CORPORATION

<TABLE>
<CAPTION>

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 1997, 1996 AND 1995

                                  <C>            <C>            <C>            <C>            <C>            <C>
                                                                                              Shares
                                  Shares         Par            Capital        Accumulated    Treasury
                                  Outstanding    Value          Surplus        Deficit        Stock          Total    
<S>                               ___________    __________     ___________    ____________   ________       ___________ 
Balance, June 30, 1995            3,588,093      $   35,881     $ 4,771,798    $(5,083,072)   166            $ (275,393) 

Net Loss                                                                          (206,413)                    (206,413)

Balance, June 30, 1996            3,588,093          35,881       4,771,798     (5,289,485)   166              (481,806)

Common Stock Issued               1,300,000          13,000                                                      13,000 

Net Loss                                                                          (122,372)                    (122,372)     

Balance, June 30, 1997            4,888,093      $   48,881     $ 4,771,798    $ 5,411,857    166            $ (591,178)

SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>

CDX CORPORATION

STATEMENTS OF CASH FLOWS
YEARS ENDED June 30, 1997, 
1996, and 1995


                                       1997           1996           1995
                                       ___________    ___________    ___________

Cash was provided by (used for):
  Operating activities:
    Net loss                           $  (122,372)   $ (206,413)    $  (75,028)
    Items in net loss not 
       affecting cash:
       Depreciation and amortization        10,321        20,797         24,596
       Stock Based Compensation             13,000
    Increase (decrease) in cash from 
    changes in assets and liabilities:
       Accounts receivable                  13,689         2,966         10,221
       Inventory                            27,032        36,372         (3,387)
       Prepaid expenses and other          (10,976)        8,134         (8,257)
       Other assets                        (39,424)       17,176        (39,757)
       Accounts payable - trade            (23,042)       11,231          3,007
       Accounts payable - shareholder       26,956        40,713         53,325
       Other current liabilities            20,449        14,952         14,889
       Total cash used for operations      (84,367)      (54,072)       (23,001)
                                         __________    __________     _________
   
Investing activities:
    Purchase of property and equipment      (1,243)       (1,760)        (2,385)
       Total cash provided by 
       (used for) investing activities      (1,243)       (1,760)           225
 
Financing activities:
    Cash overdraft                                                         (83)
    Issuance of capital stock                                             1,901
    Additional paid-in capital                                           45,600
    Proceeds from notes payable - 
      officers                              90,000        22,500         15,000
    Proceeds from notes payable                                          39,009
    Payments on notes payable               (3,154)       (2,741)       (42,509)
       Total cash provided by (used
       for) financing activities            86,846        19,759         58,918 

Increase (decrease) in cash 
during the year                              1,236       (36,073)        36,142

Cash balance, beginning of the year             69        36,142 

Cash balance, end of the year         $      1,305     $      69      $  36,142

Supplemental disclosures of
cash flow information:
    Cash paid during the year 
    for interest                      $        551     $      79      $   2,980
 
SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>

CDX CORPORATION

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 and 1995


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background

     CDX Corporation (the Company) was incorporated in June, 1978 to 
engage in the manufacture and sale of computerized pulmonary diagnostic 
equipment used in the medical profession.  This equipment tests for 
indications of lung or congestive heart disease.  The Company also 
manufactures and sells other medical and sanitization equipment.

Invention Rights

     In 1978, the Company's two founding shareholders granted to the 
Company partial invention rights relating to its pulmonary function screening 
devices in exchange for 185,625 shares of common stock.  In 1980, they 
granted full rights to the device in exchange for an additional 75,000 shares 
of common stock at a price of $1.332 per share.  For financial accounting 
purposes, the invention rights have been recorded at an estimated fair value 
of $350,532 or $1.332 per share for the 260,625 shares of common stock issued, 
and $3,380 for legal fees pertaining to the patent application.  Such value is 
considered appropriate based upon the substantial amount of cash invested by 
shareholders at $1.332 per share, other than those who were issued common 
stock in exchange for invention rights.  Until fiscal year 1987, amortization 
had been provided on a straight-line basis over an estimated useful life of 
nineteen years.  In 1987, Management reviewed the economic benefit of the 
invention rights and accelerated the remaining amortization over a five year 
period in order to represent fairly the remaining economic life of the 
invention rights.  The entire effect of this change in estimate is reflected 
in the year ended June 30, 1987 and subsequent years.

     In July of 1989, the Company entered into a contract for the 
development of technological enhancements to its computerized pulmonary 
equipment.  For financial accounting purposes, these enhancements have been 
recorded at cost, in accordance with Statement of Financial Accounting 
Standards No. 86.  Amortization is provided on a straight-line basis over the 
estimated useful life of five years.  Amortization began in January of 1991 
with the introduction of the new Spiro-Max.

Revenue Recognition

     Revenue is recognized upon the invoicing and shipping of equipment.

Accounts Receivable

     An allowance for doubtful accounts receivable is provided equal to 
the estimated collection losses that will be incurred in collection of all 
receivables.  Estimated losses are based on historical collection experience 
coupled with review of the current status of the existing receivables and 
amounted to $2,010 and $1,560 at June 30, 1997 and 1996, respectively.  The 
Company grants credit to customers who are located throughout the United 
States.

(CONTINUED)

<PAGE>

CDX CORPORATION

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996, and 1995

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventories

     Inventories are valued at the lower of cost or market using the 
first-in, first-out method.  Work in process and finished goods are valued at 
production cost represented by materials, labor and overhead.

Property and Equipment

     Property and equipment are recorded at cost.  Depreciation and 
amortization are recorded using the straight line and double declining 
balance methods over the estimated useful lives of the assets.

Income Taxes

     Effective July 1, 1993, the Company adopted Statement of Financial 
Accounting No. 109, "Accounting for Income Taxes" (FAS 109).  Under the 
provisions of FAS 109, an entity recognizes deferred tax assets and 
liabilities for the future tax consequences of events that have been 
previously recognized in the Company's financial statements or tax returns.  
The measurement of deferred tax assets and liabilities is based on provisions 
of the enacted tax law; the effects of future changes in tax laws or rates 
are not anticipated.  The adoption of FAS 109 did not have an effect on the 
Company's financial statements, nor have any prior year financial statements 
been restated.

Per Share Data

     Loss per common share was computed by dividing the net loss by the 
weighted average number of shares of common stock outstanding and common 
stock equivalents (unless antidilutive) during the periods (4,888,093 shares 
at June 30, 1997 and 3,588,093 shares at June 30, 1996 and 3,588,093 shares 
at June 30, 1995).

Use of Estimates

     The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those estimates.

(CONTINUED)

<PAGE>

CDX CORPORATION

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996, and 1995

2.     INVENTORY

          Inventory consisted of the following at June 30:

                                                   1997        1996
                                                   ____        ____

     Finished goods                                $27,557       34,224
     Raw materials                                  17,229       35,720
     Work-in-progress                                1,769        3,643

          Total                                    $46,555      $73,587

3.    PROPERTY AND EQUIPMENT

          Property and equipment consists of the following at June 30:

                                                   1997        1996
                                                   ____        ____
     Office equipment and furniture                $66,400     $ 65,839
     Production equipment                           35,257       35,257
     Computer equipment                             70,084       69,402
     Leasehold improvements                         16,256       16,256
          Total                                    187,997      186,754
     Less: accumulated depreciation                167,769      163,948

          Net property and equipment               $20,228     $ 22,806

          Depreciation expense for the years ended June 30, 1997 and 1996 was 
$3,821 and $5,052, respectively.

4.    INCOME TAXES

     Due primarily to the utilization of net operating loss carryforwards, the 
Company has no provisions for income taxes for 1997, 1996, and 1995.

(CONTINUED)

<PAGE>

CDX CORPORATION

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996, and 1995

4.    INCOME TAXES (Continued)

     Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for income tax purposes.  The Company's net 
deferred tax asset balances are primarily attributable net operating loss 
carryforwards and tax credits.  At June 30, 1997, 1996, and 1995, the 
Company's deferred tax assets consisted of the following:

                                        1997          1996          1995
                                        ____          ____          ____

     Deferred tax assets                $ 807,423    $1,157,131    $1,209,251
     Valuation allowance                 (807,423)   (1,157,131)   (1,209,251)

       Net deferred tax assets 
       recognized on the 
       accompanying balance sheets      $       0    $        0    $        0

The components of the income tax (benefit) consisted of the following for the 
years ended June 30, 1997, 1996, and 1995:

                                        1997          1996          1995
                                        ____          ____          ____

     Current                            $(28,868)     $(49,539)     $(18,007)
     Deferred - using a blended 
       federal and state rate of 24%           0             0             0
     Tentative tax provision (benefit)   (28,868)      (49,539)      (18,007)
     Less: valuation allowance            28,868        49,539        18,007

     Net income tax provision (benefit) $      0      $      0      $      0

     At June 30, 1997, the Company had net operating loss carryforwards of 
approximately $3,281,059 available to offset future income that would 
otherwise be subject to federal income taxes.  Net operating loss carry-
forwards in the amounts of $810,624, $1,453,610 and $421,786 will expire
in 1997, 1996, and 1995 respectively.

The Company has investment tax credit carryforwards of approximately
$1,532 which will expire in years 1997 through 2001 and approximately
$18,437 of research and development costs that will expire in years 1997
through 2001.  

If certain substantial changes in the Company's ownership should occur, 
there would be an annual limitation on the amount of net operating loss 
and investment tax credit carryforwards which could be utilized.

(CONTINUED)

<PAGE>

CDX CORPORATION

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996, and 1995

4.    INCOME TAXES

     At June 30, 1996, the Company had various credits and net operating 
loss carry-forwards which may be offset against taxable income or federal 
income tax of future years as follows:

              Net              Investment    Development
              Operating Loss   Tax Credit    Cost Credit
Expiration    Carry -          Carry -       Carry -
Year          Forwards         Forwards      Forwards
__________    ______________   ___________   __________ 

1997-98          810,624              502         2,660
1998-99          358,582              237
1999-00          362,574              158
2000-01           42,226               34
2001-02          142,408              601        15,777
2005-06           95,317
2006-07          348,949
2007-08          334,606
2008-09          207,266
2009-10          253,273               
2010-11          204,950               
2011-12          120,284

Total         $3,281,059        $   1,532    $   18,437


     Reductions in Investment Tax Credits carry-forwards are due to the 
reduction of benefits provided by the Tax Reform Act of 1986.

     The Company has a capital loss carryover of $80,000.

5.    ACCRUED EXPENSES

          Accrued expenses are as follows for June 30:

                                                   1997         1996
                                                   _______      _______
     Accrued vacation                              $ 5,394      $ 4,212
     Accrued taxes                                   1,814        6,157
     Accrued payroll and commissions                              1,064
     Accrued professional and utilities             29,250       22,090

       Total                                       $36,458      $33,523

(CONTINUED)

<PAGE>

CDX CORPORATION
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996 AND 1995

6.    NOTES PAYABLE - OFFICERS

     During 1993, an officer of the Company loaned the Company $80,100, 
with interest to be paid at 8%.  During 1994, the same officer loaned the 
Company an additional $5,000 at 8% interest.  No payments are expected 
during the next fiscal year per a forbearance agreement on December 2,
1996.

     During 1995, an officer of the Company loaned the Company $15,000, 
with interest to be paid at 8%.  No payments are expected during the next 
fiscal year.

     During 1996, officers of the Company loaned the Company $22,500 with 
interest to be paid at 9%, monthly principal and interest payments will 
continue to be made during the next fiscal year.

     During 1997, an officer of the Company loaned the Company $75,000,
with interest to be paid at 9%, monthly principal and interest payments 
will continue to be made during the next fiscal year.  Another officer 
of the Company loaned the Company $15,000 with interest to be paid at 
13.99%, monthly principal and interest payments will continue to be made
during the next fiscal year.

7.    NOTES PAYABLE

          At June 30, notes payable consisted of the following:

                                                       1997          1996
                                                       _______       _______   

6% interest bearing note payable to a related party    $25,000       $25,000

10% interest bearing note payable to a
related party.  
                                                        25,000        25,000

Non-interest bearing payable to investor.  
Repayment is based on product sales                      5,000         5,000

       Total                                           $55,000       $55,000

8.    STOCKHOLDERS' EQUITY

     In November 1987, the Shareholders of the Company approved an 
incentive stock option plan which provides that options may be granted to 
officers and employees, with a maximum aggregate number of 150,000 shares 
issuable under the plan.  Shares underlying granted options are exercisable 
25% on the date of grant and 25% each year thereafter on a cumulative basis.  
Unexercisable options lapse ten years after the date of grant or expire within 
90 days of termination of employment.  Exercise price is fair market value of 
a share of common stock at date of grant.  The plan has a term of ten years.

(CONTINUED)

<PAGE>

CDX CORPORATION

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996, and 1995

8.     STOCKHOLDERS' EQUITY (Continued)

     In November 1987, the Directors of the Company approved a Non-Qualified
Stock Option Plan for employees, consultants and directors.  The Company has
reserved 60,000 unregistered shares of its common stock for use in this plan.
During 1992, the Board of Directors reserved another 1,440,000 
unregistered shares of its common stock for use in this plan.  Each of the 
four outside directors were granted options for 15,000 shares at $.10 per 
share exercisable during their continuation as an employee, director or 
advisory member of, or consultant to the Company, and for the three year 
period thereafter.  In addition, during 1993, the Company granted one of its 
directors options for 250,000 shares at $.10 per share and granted one of its 
consultants options for 77,800 shares at $.05 per share, and in 1994, the 
Company granted to a related party options for 100,000 shares at $.25 per 
share.  In 1995 the Company granted to an officer of the Company a five year 
option to purchase 15,000 shares at $.25 per share.  In 1996, the Company 
granted to officers of the Company five year options to purchase 22,500 
shares at $.25 a share.

     In addition, in 1992, the Company issued 600,000 warrants for its 
common stock with an exercise price of $.02 to certain of its officers and 
consultants in return for forbearance and modification of certain notes and 
accounts payable and services.  The warrants expire December 31, 1998.  
Further, during 1995, the Company issued 75,000 warrants for its common stock 
to an unrelated party in connection with a loan.  The warrants are divided 
equally into three classes of 25,000 each designated A, B, C with exercise 
prices of $.25, $.375 and $.50, respectively, all of which expire in February 
of 1998.  The Company has reserved 675,000 of its authorized common stock in 
connection with its warrants.

     In December 1996, the Directors of the Company issued 1,300,000 shares
of authorized common stock at $.01 per share to officers of the Company
and a related party for services.

          A summary of the plans at June 30, 1997 is as follows:

                                           Total Shares  Share Options   
Option
                                           Reserved      Outstanding     Price
                                           ____________  _____________   ______

     1987 Incentive Stock Option Plan        150,000       75,000        $.225

     1987 Non-Qualified Stock Option Plan  1,500,000      310,000        $.10
                                                           77,800        $.05
                                                          100,000        $.25
                                                           15,000        $.25
                                                           22,500        $.25

1992 Stock Warrants Plan                     600,000      600,000        $.02
1995 Stock Warrants Plan                      75,000       25,000        $.25
                                                           25,000        $.375
                                                           25,000        $.50

(CONTINUED)

<PAGE>

CDX CORPORATION
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996, and 1995


9.    LEASE AGREEMENT - RELATED PARTY

      The Company entered into a lease agreement on March 26, 1990 with a 
related party to rent its facilities in Providence, Rhode Island.  Original 
base monthly rental payments total $4,594 and the lease term is five years, 
expiring on February 28, 1995.  On September 1, 1994, the related party agreed 
to reduce base monthly rental to $2,500 on June 1, 1996.  The lease agreement 
was not renewed and the Company is renting the facilities on a monthly basis.

      Minimum lease payments and rental expense charged to operations are 
as follows:

     Date     Minimum lease payments     Rental expense
     ____     ______________________     ______________
     1997                                $19,452
     1996                                 29,632
     1995      $34,188                    32,198


10.    SEGMENT INFORMATION

     Industry Segments

     Approximately 92% of the Company's business consists of sales of 
computerized pulmonary diagnostic equipment and supplies.  The rest of the 
Company's business consists of sales of infection and bio-hazard control 
products.  The Company does not operate in other industry segments.  The 
Company has no foreign operations.

Major Customers

     The Company has sold its products primarily through an independent 
national distribution network.  In May of 1989, management put into effect a 
plan to phase out the independent distributors and move towards a nationwide 
team of commissioned representatives.  During 1991, current management has 
begun to restore the independent network of distribution and currently has in 
excess of one hundred distributors.  The final market for the Company's 
products is the medical field, i.e. physicians, hospitals and the occupational 
health sector.  No distributor or customer accounted for 10% or more of the 
Company's sales in 1997, 1996 or 1995.

11.    SUPPLEMENTARY INCOME STATEMENT INFORMATION

     For the years ended June 30, the following supplemental expense 
information is presented for analysis.

                                      1997       1996        1995
                                      ____       ____        ____

     Repairs and maintenance          $   988      2,160     $11,485
     Advertising                        8,053     67,633       8,054
     Sales and property taxes           2,489      2,355      18,917
     Provision for doubtful accounts    1,800      1,800       1,349

(CONTINUED)

<PAGE>

CDX CORPORATION

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1997, 1996, AND 1995

12.     FINANCIAL INSTRUMENTS

     The Company is engaged primarily in the distribution of specialized
medical equipment in North America.  The Company performs ongoing credit
evaluations of its customers' financial condition and, generally, requires
no collateral from its customers.

     Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of trade accounts 
receivable.  Concentrations of credit risk with respect to trade receivables
are limited due to the number of customers comprising the customer base
and their dispersion across geographic areas.

     The carrying amounts relected in the balance sheets for cash and
notes payable approximate the respective fair values due to the short
maturities of those instruments.     
     
13.     FUTURE OPERATIONS

     The accompanying financial statements have been prepared in 
conformity with generally accepted accounting principles, which contemplate 
continuation of the Company as a going concern.  However, the Company suffered 
losses of $122,372, $206,413, and $75,028 during the years ended June 30, 
1997, 1996, and 1995, respectively.  In addition, the Company has a net 
stockholders' deficiency of $591,178 at June 30, 1997.

     The Company has been in the process of developing new and innovative 
products.  The development of these products has taken longer than planned.  
The Company brought some of these products to market, which have been 
met with a demand for improvements and changes to the products.  Management 
plans to develop upgrades and improvements to existing products utilizing 
state of the art technology and to re-market these products to a substantial 
existing client base.  Management expects sales and profits to significantly 
increase when the improved products are re-marketed.  

     While management is confident that the new products will increase 
cash flow and make the Company profitable, there can be no assurance that the 
expected magnitude of growth will be experienced.  Should the Company's 
expectations materialize, however, additional capital will not be required  
in order for it to continue operations.

(CONCLUDED)


</TABLE>