<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

                                   (MARK ONE)





                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
           X     SECURITIES EXCHANGE ACT OF 1934

       FOR THE QUARTERLY PERIOD ENDED             MARCH 27, 1998

                                       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  0-16453
                                                -------

                                   HEARX LTD
              EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER

<TABLE>
        <S>                                                               <C>
              DELAWARE                                                       22-2748248
         (STATE OF OTHER JURISDICTION OF                                   (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                                    IDENTIFICATION NO.)
</TABLE>

<TABLE>
        <S>                                                                         <C>
        1250 NORTHPOINT PARKWAY, WEST PALM BEACH, FLORIDA                             33407
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                   (ZIP CODE)
</TABLE>

  REGISTRANT'S TELEPHONE NUMBER,  INCLUDING AREA CODE           (561) 478-8770


              FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                          IF CHANGED SINCE LAST REPORT

                 INDICATE BY CHECK  X 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


ON MAY 1, 1998, 100,770,250 SHARES OF THE REGISTRANT'S COMMON STOCK WERE
OUTSTANDING.
<PAGE>   2

                                     INDEX

<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
PART I.          FINANCIAL INFORMATION

<S>     <C>                                                                                    <C>
         Item 1. Financial Statements:

           Consolidated Balance  Sheets
                 March 27, 1998 and December 26, 1997                                          3

           Consolidated Statements of Operations
                 Three months ended March 27, 1998 and March 28, 1997                          4

           Consolidated Statements of Cash Flows
                 Three months ended March 27, 1998 and March 28,1997                           5

           Notes to Consolidated Financial Statements                                          6

         Item 2. Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                                     7-9

PART II.         OTHER INFORMATION

         Item 2. Changes in Securities and Use of Proceeds                                     10

         Item 6. Exhibits and Reports on Form 8-K                                              11

                 Signatures                                                                    12
</TABLE>





                                       2



<PAGE>   3

                          HEARX LTD. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                          March 27,         December 26,
                                                                            1998                1997
                                                                        ------------        ------------
                                                                         (unaudited)          (audited)

 CURRENT ASSETS:
<S>                                                                     <C>                 <C>         
  Cash and cash equivalents                                             $  1,508,204        $  3,644,838
  Investment securities                                                    9,480,953          10,281,913
  Accounts and notes receivable, less allowance for
    doubtful accounts of $ 241,546  and $246,371                           3,805,844           3,256,716
  Inventories                                                                526,945             523,356
  Prepaid expenses                                                           222,634             312,866
  Other                                                                      501,820             143,371
                                                                        ------------        ------------

      Total current assets                                                16,046,400          18,163,060

 PROPERTY AND EQUIPMENT - NET                                              8,924,023           9,014,190

 OTHER                                                                     1,194,346           1,182,297
                                                                        ------------        ------------
                                                                        $ 26,164,769        $ 28,359,547
                                                                        ============        ============

                             LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                $  3,133,887        $  3,062,062
   Accrued salaries and other compensation                                   579,103             914,156
   Current maturities of long term debt                                    1,010,334           1,050,695
                                                                        ------------        ------------

       Total current liabilities                                           4,723,324           5,026,913
                                                                        ------------        ------------

 LONG TERM DEBT, LESS CURRENT MATURITIES                                     174,897             177,897
                                                                        ------------        ------------
 COMMITMENTS AND CONTINGENCIES
 STOCKHOLDERS' EQUITY:
  Non-redeemable preferred stock:
   (Aggregate liquidation preference $ 7,235,103 and
   $7,447,163) $1  par; 2,000,000 shares authorized;
   issued and outstanding:
         1997 Convertible - 6,815 shares                                       6,815               7,115
                                                                        ------------        ------------

            Total preferred stock                                              6,815               7,115

   Common stock; $.10 par; 130,000,000 shares authorized;
    100,764,250 and 99,211,436 shares issued
    and outstanding                                                       10,076,425           9,921,144
   Additional paid-in capital                                             70,639,345          70,646,172
   Accumulated deficit                                                   (59,371,249)        (57,326,412)
   Unrealized gain on marketable securities                                   19,196              20,156
   Unamortized deferred compensation                                        (103,984)           (113,438)
                                                                        ------------        ------------

          Total stockholders' equity                                      21,266,548          23,154,737
                                                                        ------------        ------------
                                                                        $ 26,164,769        $ 28,359,547
                                                                        ============        ============
</TABLE>




See accompanying notes to the consolidated financial statements

                                       3
<PAGE>   4
                          HEARX LTD. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              THREE MONTHS ENDED MARCH 27, 1998 AND MARCH 28, 1997



<TABLE>
<CAPTION>
                                                          1998                 1997
                                                     -------------        -------------
                                                      (Unaudited)          (Unaudited)

<S>                                                  <C>                  <C>          
 NET SALES                                           $   7,094,329        $   5,748,257
                                                     -------------        -------------
 COSTS AND EXPENSES:
   Cost of products sold                                 2,080,047            1,811,763
   Center operating expenses                             4,664,455            4,002,188
   General and administrative expenses                   1,716,068            1,421,079
   Depreciation and amortization                           555,055              404,710
   Interest expense                                         19,506                    -
                                                     -------------        -------------
       Total expenses                                    9,035,131            7,639,740
                                                     -------------        -------------

 LOSS BEFORE DIVIDENDS ON PREFERRED STOCK               (1,940,802)          (1,891,483)

 DIVIDENDS ON PREFERRED STOCK                              104,035               55,186
                                                     -------------        -------------

 NET LOSS APPLICABLE TO COMMON SHAREHOLDERS          $  (2,044,837)       $  (1,946,669)
                                                     =============        =============

 NET LOSS PER COMMON SHARE - BASIC AND DILUTED       $       (0.02)       $       (0.02)
                                                     =============        =============

 WEIGHTED AVERAGE NUMBER OF SHARES OF
   COMMON STOCK OUTSTANDING                            100,353,997           82,964,258
                                                     =============        =============
</TABLE>




See accompanying notes to the consolidated financial statements


                                       4

<PAGE>   5
                          HEARX LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASHFLOWS
              THREE MONTHS ENDED MARCH 27, 1998 AND MARCH 28, 1997




<TABLE>
<CAPTION>
                                                               1998               1997
                                                            -----------        -----------
                                                            (Unaudited)        (Unaudited)
<S>                                                         <C>                <C>         
 CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                   $(2,044,837)       $(1,946,669)
 Adjustments to reconcile net loss to net cash
 Used by operating activities:
      Depreciation and amortization                             555,055            377,214
      Provision for doubtful accounts                              (750)            30,000
      Loss on disposition of property                            13,382               -   

 (Increase) decrease in:
      Accounts and notes receivable                            (549,135)          (492,187)
      Inventories                                                (3,590)              (850)
      Prepaid expenses                                           90,232             55,482
      Other current assets and deferred charges                (387,183)            (7,963)
      Accounts payable and accrued expenses                    (263,223)           355,208
                                                            -----------        -----------
 Net cash used in operating activities                       (2,589,579)        (1,629,765)
                                                            -----------        -----------

 CASH FLOWS FROM INVESTING ACTIVITIES:

      Purchase of property and equipment                       (451,706)        (1,127,966)
      Purchase/sale on investments                              800,918            995,688
                                                            -----------        -----------
 Net cash provided (used) by investing activities           $   349,212        $  (132,278)
                                                            -----------        -----------

 CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of:
      Long-term debt                                              -                 73,471
  Principle payments:
      Short-term borrowings                                       -                 (8,004)
      Long-term debt                                            (43,360)           (46,445)
      Forgiveness of long-term debt                               -                (80,591)
 Proceeds from the issuance of capital stock, net of
       offering costs                                           147,093          9,909,177
                                                            -----------        -----------
 Net cash provided by financing activities                      103,733          9,847,608
                                                            -----------        -----------
 Net increase (decrease) in cash and cash equivalents        (2,136,634)         8,085,565
 Cash and cash equivalents at beginning of period             3,644,838          1,811,437
                                                            -----------        -----------
 Cash and cash equivalents at end of period                 $ 1,508,204        $ 9,897,002
                                                            ===========        ===========
</TABLE>



See accompanying notes to the consolidated financial statements



                                       5
<PAGE>   6
                          HEARX LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)




      The accompanying unaudited consolidated financial statements should be
      read in conjunction with the Company's Annual Report on Form 10-K for the
      fiscal year ended December 26, 1997.  All adjustments, consisting of
      normal recurring accruals, which are, in the opinion of management,
      necessary for a fair statement of results for interim periods have been
      made.

      1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Reclassifications

      Certain amounts in the 1997 consolidated financial statements have been
      reclassified in order to conform to the 1998 presentation.

      2.   STOCKHOLDERS' EQUITY

      Conversion of Series B-1 and B-2 Preferred Stock into shares of Common
      Stock

      During the quarter ended March 27, 1998,  300  shares of the 1997
      Convertible Preferred Stock  were converted into  218,341 shares of
      Common Stock.

      Common Stock

      During the quarter ended March 27, 1998, warrants were exercised
      resulting in the issuance of 1,316,848 shares of  Common Stock and
      employee stock options were exercised resulting in the issuance of 47,625
      shares of  Common Stock.

      3.   RECENT ACCOUNTING PRONOUNCEMENTS

      In June 1997, the FASB issued SFAS 130, Reporting Comprehensive Income,
      which establishes standards for reporting and presentation of
      comprehensive income and its components.  SFAS 130 is effective for
      periods beginning after December 15, 1997 and is not expected to have a
      material impact on the Company's financial statements.

      Additionally in June 1997, the FASB issued SFAS 131, Disclosure about
      Segments of an Enterprise and Related Information.  SFAS 131 establishes
      standards for the way public enterprises are to report operating segments
      in annual financial statements and requires reporting of selected
      information about operating segments in interim reports.  SFAS 131 is
      effective for periods beginning after December 15, 1997 and is not
      expected to have a material impact on the  Company's financial
      statements.




                                       6
<PAGE>   7





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

      GENERAL

      Management believes the shift of patients from the Medicare population to
      managed care, which has occurred in recent years, will continue and
      increase in the future.  To the extent the Company is successful in
      contracting with the providers of Medicare managed care for the provision
      of hearing care goods and services, the Company can enjoy the benefits of
      this shift.

      HEARx intends, as its ultimate goal, to establish a nationwide network of
      hearing care centers, located in the metropolitan areas or regions with
      concentrations of elderly consumers who are more likely to need the
      Company's products or services.  During the first quarter of 1998, the
      Company slowed its center expansion to just two centers (one in the
      Southeast, Florida market and the other in the Northeast US market).  At
      this point in time, the Company believes the existing center network is
      adequate to service all current contracts.  Future expansion will be
      controlled and deliberate.  At the end of the first quarter of 1998,
      HEARx operated 75 centers.  Those include 34 centers in Florida, 16 in
      New York, 15 in New Jersey, 4 in Connecticut, 5 in Pennsylvania and one
      center in Virginia.

      In the first quarter of 1998, HEARx continued to expand its healthcare
      provider business. New or expanded contracts have been signed covering
      patients in geographic areas where HEARx centers are located. On February
      17,1998, HEARx announced the signing of its first nationwide contract to
      provide hearing care services with CIGNA Healthcare.  On April 20, 1998,
      HEARx announced the signing of three more contracts covering Medicare,
      Medicaid, and commercial patients in the Company's Florida and Northeast
      US markets.  These new contracts bring the Company's number of covered
      Medicaid patients to 130,000.  Medicaid is an under-serviced segment of
      the hearing care market which HEARx expects to grow, especially as more
      states channel Medicaid beneficiaries into managed care. In total, the
      Company has more than 160 contracts now in place with over 60 health
      insurance providers.

      Management has recognized that a number of managed care organizations
      have been experiencing significant difficulties arising from the
      widespread growth and reach of available plans and benefits, as well as
      the diverse nature of some of the defined participant populations.  Many
      of these organizations, including some of those with whom HEARx has
      contracts, have focused substantial resources on correcting their own
      administrative and information systems instead of expanding their plan
      memberships. In an effort to supplement its existing and growing base of
      sales to and through the healthcare provider contracts which continue to
      account for the majority of the Company's sales, the Company has, since
      late 1997, developed and refined its marketing programs oriented toward
      the non-insured "self pay" patient.

      With the Company's center network in place and completion of all
      information and accounting systems expected by the end of the second
      quarter, the Company has shifted its emphasis from opening new centers to
      increasing referrals to our existing centers through additional contracts
      (primarily in the Northeast) and increasing "self-pay" business.
      Management believes that this shift, coupled with an intent to slow the
      rate of increase in center operating and general and administrative
      expenses, will further our goal of achieving profitability.

      Net Sales for the first quarter were $7,094,329, which are the highest
      quarterly net sales in the Company's history and 23.4% above those of the
      comparable quarter of 1997.  There can be no assurance that these sales
      increases will continue throughout 1998.

      HEARx realized operating profit for the first quarter of 1998 from
      company-owned centers of $349,827 (before corporate expenses of general
      and administration, depreciation, interest and preferred dividends).
      This compares to an operating loss from company-owned centers of $342,279
      in the fourth quarter of 1997 and a loss of $65,694 in the comparable
      first quarter of 1997.

      There can be no assurance that all of the Company's provider contracts
      will either start up on a timely basis or produce the revenues
      anticipated.  These contracts call for the managed care or insurance
      companies to reimburse the Company for all, or a portion, of the costs
      incurred by their


                                       7
<PAGE>   8



      members for hearing care services provided by the Company.  The balance
      of the cost is borne by the member.  The Company is reimbursed by the
      insurer on either a "fee for service" basis, or through a "capitated"
      plan.  Capitation contracts are those contracts which provide for
      payments to the Company on a per member per month basis.  Under those
      contracts, a member is entitled to testing services and a product credit
      with respect to a hearing aid purchase.  These credits (discounted from
      published retail prices) are then applied to the member's purchase of
      hearing aids. As generally provided in those contracts, the member can
      receive this credit once every three years. The price of the services and
      products provided on the first visit, above the group discount, as well
      as any additional services or products purchased, are the obligation of
      the member.

      The Company believes that the loss of any single managed care or
      insurance contract would not have a material adverse effect on its
      financial condition or results of operations.  Each of the existing
      managed care and insurance contracts are achieving expected gross profit
      margins and contributing positively to the Company's results of
      operations.

      The Company has conducted a comprehensive review of its computer systems
      to identify any system that could be affected by the "Year 2000" issue.
      The Year 2000 problem is the result of computer programs being written
      using two digits rather than four to define the applicable year.   Any of
      the Company's programs that have time sensitive software may recognize a
      date using "00" as the year 1900 rather than 2000.  This could result in
      a system malfunction or miscalculation. Management believes the Year 2000
      problem will not pose significant operational problems for the Company.
      The Company's computer operational programs have been written within the
      past three years and use four digits to define the applicable year.  The
      Company plans to send confirmations to outside vendors and principal
      customers to ensure their programs are Year 2000 compatible.

      RESULTS OF OPERATIONS

      For the three months ended March 27, 1998 Compared to March 28, 1997

      Net sales increased $1,346,072, or 23.4%, to $7,094,329 in the first
      quarter of 1998 from $5,748,257 in the same period of 1997.  The increase
      in net sales primarily resulted from the increase in the Company's
      non-insured "self-pay" business and the effect of new contracts signed
      with major managed care companies.

      Cost of products sold increased $268,284, or 14.8%, to $2,080,047 in the
      first quarter of 1998 from $1,811,763 in the same period of 1997.  The
      increase is attributable to the 23.4% increase in net sales from new and
      existing centers.  Cost of products sold, as a percentage of net sales,
      was significantly lower in 1998 due to improved pricing from the
      Company's hearing aid suppliers and a change in the Company's product
      mix.

      Center operating expenses increased $662,267, or 16.5%, to $4,664,455 in
      the first quarter of 1998 from $4,002,188 in the same period of 1997.
      This increase is partially due to an increase in advertising expense of
      $190,950, a 27.2% increase over the comparable period of 1997. The 1998
      level of advertising expenditures is expected to be adjusted quarterly
      depending on results. The remaining increase of $471,317, or 11.8%, is
      attributable to the 9.2% increase in the average number of centers
      operating in the first quarter of 1998 (74.6) compared to the first
      quarter of 1997 (68.3).

      General and administrative expenses increased $294,989, or 20.8%, to
      $1,716,068 in the first quarter of 1998 from $1,421,079 in the same
      period of 1997.  The increase is primarily attributable to the expansion
      of staff and functions in the marketing and insurance claims processing
      departments as well as an increase in outside consulting fees in the
      areas of public relations, quality assurance and center office
      management, each of which was implemented or increased in order to
      accomplish the Company's objectives for 1998.  At this point in time, the
      Company believes its current level of general and administrative expenses
      is adequate to support its existing and anticipated operations, including
      all current and anticipated insurance and managed care contracts for its
      Northeast US and Florida markets.





                                       8



<PAGE>   9




      Depreciation and amortization expense increased $150,345, or 37.1%, to
      $555,055 in the first quarter of 1998 from $404,710 in the same period of
      1997. The increase was attributable to the depreciation and amortization
      of the leasehold improvements, medical and computer equipment, and
      furniture associated with the new centers opened in the 1997 fiscal year
      and the first quarter of 1998.  The increase was only $27,289, or 6%,
      over the fourth quarter of 1997.

      LIQUIDITY AND CAPITAL RESOURCES

      Working capital decreased $1,813,071 to $11,323,076 as of March 27, 1998
      from $13,136,147 as of December 26, 1997.  The Company believes that its
      current working capital and revenues from operations are sufficient to
      support the Company's foreseeable capital requirements and operating
      needs through 1998 in accordance with its strategic plan, although there
      can be no assurance that other cash needs will not arise.

      Net cash used by operating activities increased from $1,629,765 in the
      first quarter of 1997, to $2,589,579 in the first quarter of 1998.  The
      increase in cash used by operating activities was primarily the result of
      operating losses resulting from the Company's decision to expand its
      operations to accommodate the new contract signings and the accompanying
      expansion into the Northeast U.S. market in advance of patient usage.
      Also contributing to the increase was an increase in other current assets
      and deferred charges of $387,183 and a decrease in accounts payable and
      accrued expenses of $263,223.

      Net cash provided by investing activities increased from cash being used
      by investing activities of $132,278, in the first quarter of 1997, to
      cash being provided by investing activities of $349,212 in 1998.  This
      increase resulted from a $676,260 reduction of cash ($1,127,966 in 1997
      to $451,706 in 1998) used in the construction of leasehold improvements
      and related purchase of property and equipment for new, relocated or
      remodeled centers.  In addition, funds from the sale of investments
      decreased to $800,918 in the first quarter of 1998 from $995,688 in the
      same period of 1997, slightly offsetting the aforementioned reduction.

      Cash from financing activities decreased from $9,847,608 in the first
      quarter of 1997, to $103,733 in the first quarter of 1998.  This decrease
      was primarily the result of funds in the amount of $9,909,177, from a
      preferred stock offering being included in the first quarter of 1997.







      Certain of the statements made in this discussion and analysis contain
      forward-looking information. Such statements involve certain risks and
      uncertainties that could cause actual results to differ materially from
      those in the forward-looking statements.  Potential risks and
      uncertainties include the ability of the Company to capitalize on its
      newer contracts as well as those risks described in the Company's filings
      with the Securities and Exchange Commission, including the Form 10K for
      the fiscal year ended December 26, 1997 and the Form S-3 resale
      registration statement dated June 25, 1997.





                                       9



<PAGE>   10





   PART II - OTHER INFORMATION

   ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      During the quarter ended March 27, 1998, 300 shares of the 1997
      Convertible Preferred Stock plus accrued dividends of $13,889 were
      converted into 218,341 shares of the Company's Common Stock. The 1997
      Convertible Preferred Stock was issued to certain "accredited investors"
      pursuant to Rule 506 of Regulation D, and the shares issued upon
      conversion thereof were also issued pursuant  to Rule 506 of Regulation
      D.

      During the quarter ended March 27, 1998, warrants to purchase shares of
      the Company's Common Stock were exercised as follows:

                 1.       1,089,000 warrants were exercised at $.01 per share
                          resulting in the issuance of 1,082,231 shares of the
                          Company's Common Stock.  These warrants were issued
                          in conjunction with the issuance of the Company's
                          Common Stock to the 3M Company in 1991 pursuant to
                          Rule 506 of Regulation D, and the shares issued upon
                          exercise of the warrants were also issued pursuant to
                          Rule 506 of Regulation D.  The warrants were
                          exercised pursuant to the terms of cashless exercise
                          provisions contained in the warrants, resulting in a
                          reduction in the number of shares of Common Stock
                          issued upon exercise of the warrants.

                 2.       50,000 warrants were exercised at $1.25 per share
                          resulting in the issuance of 50,000 shares of the
                          Company's Common Stock.  These warrants were
                          initially issued in 1993 to certain "accredited
                          investors" pursuant to Rule 506 of Regulation D, and
                          the shares issued upon the exercise of the warrants
                          were also issued pursuant to Rule 506 of Regulation
                          D.

                 3.       184,508 warrants  were exercised at $.55 per share
                          resulting in the issuance of 156,514 shares of  the
                          Company's Common Stock.  The warrants were exercised
                          pursuant to the terms of cashless exercise provisions
                          contained in the warrants, resulting in a reduction
                          in the number of shares of  Common Stock issued upon
                          exercise of the warrants.  These warrants were issued
                          to certain "accredited investors" in connection with
                          the sale of the Company's 1997 Convertible Preferred
                          Stock.  The warrants were issued pursuant to Rule 506
                          of Regulation D, and the shares issued upon exercise
                          of the warrants were also issued pursuant to Rule 506
                          of Regulation D.

                 4.       50,739 warrants were exercise at $.63 per share
                          resulting in the issuance of 33,103 shares of the
                          Company's Common Stock.  The warrants were exercised
                          pursuant to the terms of cashless exercise provisions
                          contained in the warrants, resulting in a reduction
                          in the number of shares of Common Stock issued upon
                          exercise of the warrants.  These warrants were issued
                          to certain "accredited investors" in connection with
                          the sale of the Company's 1997 Convertible Preferred
                          Stock.  The warrants were issued pursuant to Rule 506
                          of Regulation D, and the shares issued upon exercise
                          of the warrants were also issued pursuant to Rule 506
                          of Regulation D.





                                       10



<PAGE>   11





   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

         3.1(1)                   Restated Certificate of Incorporation  of
                                  HEARx Ltd., including certain certificates of
                                  designations, preferences and rights of
                                  certain preferred stock of the Company. [3]

         3.2(2)                   Amendment to Restated Certificate of
                                  Incorporation. [3.1A]

         3.3(3)                   Certificate of Designations, Preferences and
                                  Rights of the Company's 1997 Convertible
                                  Preferred Stock. [3]

         3.4(4)                   By-Laws of HEARx Ltd. [3.2]

         27                       Financial Data Schedule (provided for the
                                  information of the Securities and Exchange
                                  Commission only).

         =======================================================================


         1                        Filed as an exhibit to the Company's Current
                                  Report on Form 8-K, filed May 17, 1996, as
                                  the exhibit number indicated in brackets, and
                                  incorporated herein by reference.

         2                        Filed as an exhibit to the Company's
                                  Quarterly Report on Form 10-Q for the period
                                  ended June 28,1996, as the exhibit number
                                  indicated in brackets, and incorporated
                                  herein by reference.

         3                        Filed as an exhibit to the Company's Current
                                  Report on Form 8-K, filed March 26, 1997, as
                                  the exhibit number indicated in brackets, and
                                  incorporated herein by reference.

         4                        Filed as an exhibit to the Company's
                                  Registration Statement on Form S-18
                                  (Registration No. 33-17041-NY) as the
                                  exhibit number indicated in brackets, and
                                  incorporated herein by reference.

         (b) Reports on Form 8-K:

             None





                                       11

<PAGE>   12



                                   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.

                                         HEARx Ltd.
                                        (Registrant)

<TABLE>
             <S>                                  <C>     <C>
             Date:  May 11, 1998                  By:     /s/Stephen J. Hansbrough
                                                          ------------------------
                                                          Stephen J. Hansbrough
                                                          President and
                                                          Chief Operating Officer

             Date:  May 11, 1998                  By:     /s/James W. Peklenk
                                                          -------------------
                                                          James W. Peklenk
                                                          Vice President and
                                                          Chief Financial Officer
</TABLE>





                                       12