0000351129-99-000002.txt

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<SEC-DOCUMENT>0000351129-99-000002.txt : 19991018
<SEC-HEADER>0000351129-99-000002.hdr.sgml : 19991018
ACCESSION NUMBER:		0000351129-99-000002
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	19980630
FILED AS OF DATE:		19991001

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CDX COM INC
		CENTRAL INDEX KEY:			0000351129
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
		IRS NUMBER:				840771180
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	000-09735
		FILM NUMBER:		99721252

	BUSINESS ADDRESS:	
		STREET 1:		ONE RICHMOND SQUARE
		STREET 2:		NO 27
		CITY:			PROVIDENCE
		STATE:			RI
		ZIP:			02906
		BUSINESS PHONE:		[phone]

	MAIL ADDRESS:	
		STREET 1:		ONE RICHMOND SQUARE
		STREET 2:		NO 27
		CITY:			PROVIDENCE
		STATE:			RI
		ZIP:			02906

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CDX CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<TEXT>

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, 1998

[ ]     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

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


       One Richmond Square                                02906
        Providence, RI                                  (Zip Code)
(Address of principal executive offices)

              Registrant's telephone number, including area code
                                [phone]

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, 1998 was 1,330,191.

Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of June 30, 1998

4,887,927

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

None

CDX CORPORATION
1998 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
11,000 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 supplies 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 20% of the Company's gross revenues in its most recent fiscal
year was attributable to the sale of its testing machines, 65% of gross
revenues was attributable to sales of consumable and accessory items and 7%
of gross revenues was attributable to repairs and testing. Bio-hazard control
products and the IRM comprised 8% of sales.

The Company's objective is to increase gross revenues with the introduction
of new and upgraded version of the current spirometer. 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 curtailed.

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. Marketing of the IRM was discontinued in
		 FY98 in an effort to reduce costs related to marginal products.

     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.

Production of the 110 Series spirometers was curtailed at the end  of FY 98.  A
new model of spirometer, the CDX850, will replace the 110's and will be
introduced in the beginning of FY 99.

     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, 1998, 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 Massachusetts 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, initially 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. The Company has curtailed active
marketing of the IRM mask.

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, 1998, the Company employed one full-time employee and one part-
time employee.

Item 2.    PROPERTIES

     In July of 1997 the Company moved its sales offices and operations to
Massachusetts. The Company's administrative offices and manufacturing
facilities consist of approximately 1,500 square feet of office,
manufacturing and storage space located in a mixed-use commercial building in
Dedham, Massachusetts which it rents on a short term basis. The Company
believes that its rental costs are comparable to those charged for comparable
space on month to month basis. 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, 1998.

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, 1998
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>
                       1998        1997         1996         1995        1994

Net Sales &
Operating
Revenues             $264,175	   $379,608     $394,043     $445,285  $514,825


Profit (Loss)         $84,452	   (122,372)    (206,413)     (75,028)(259,143)

Profit (Loss)
per Common Share       .017  	    (.028)        (.057)       (.022)    (.076)

Total Assets          179,688     185,918      184,081      303, 838  248,727

Long Term
Obligations            25,000	     25,000        25,000       25,00         0

Cash Dividend
Declared
per Share                0.00        0.00         0.00         0.00        0.00

Weighted average
number of
Common Shares
outstanding         4,887,927   4,339,434    3,587,927    3,472,094 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:

                      1998                                   1997
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C> <C>

          Bid    Prices   Asked   Prices      Bid    Prices    Asked   Prices
Quarter   High   Low      High    Low         High   Low       High    Low

1st       .125   .125	  .1875   .175	    .15625 .125      .1875   .1875
2nd       .125   .125	  .2188   .1875	    .125   .125      .1875   .1875
3rd       .125   .125	  .1875   .1875	    .125   .125      .1875   .1875
4th       .125   .125	  .1875   .1875	    .125   .125      .1875   .175

</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 98 decreased by $115,433
which is down approximately 30% from the previous fiscal year.  This compares
with a decrease of $14,402, or approximately 4%, in similar figures for FY
97 to FY 96.  Cost of Sales decreased by $95,937 for FY 98 compared to FY 97,
with the Company producing an Operating Profit of $10,017.  During the
previous fiscal year, costs and expenses decreased by $47,698 from those of
FY 96 resulting in an Operating Loss of $104,327.  FY 96 also showed an
Operating Loss of $195,928.  Operating Profit for FY 98 was 3.8% as a
percentage of Net Sales compared with Operating Losses of 27.5% and 49.7% for
FY 97 and FY 96, respectively. The improvement in operating results is a
reflection of reduced costs and expenses, primarily in the areas of cost of
goods, payroll and rent. Management plans to continue its efforts to reduce
expenses and keep them in line with margins and to increase sales volume.

     Cost of Goods Sold as a percent of Net Sales decreased from 49.5%
($187,793) in FY 97 to 34.8% ($91,855) in FY 98 due primarily to decreased
cost of raw materials resulting from increased use of inventoried parts and
greater use of contract services.  Similar costs for FY 96 to FY 97 decreased
from 59.8% ($235,441) to 49.5% ($187,793) of Revenues.

     Selling and Administrative Expenses decreased overall by $133,839, to
$162,303 for FY 98 from $296,142 for FY 97.  As a percentage of Net Sales
these figures were 61.4% and 78.0% respectively which represents a 16.6%
decrease in such expenses between the two years.  Comparable expenses for FY
96 were 90.9% ($354,530).  The decrease in percentages of expenses shown in
FY 98 and FY 97 reflects a decrease payroll and related expenses, lower rent
expense and the elimination certain marginal marketing and advertising.

     Interest expense for FY 98 increased $5,631 to $23,676 for the
entire year.  In FY 97, interest expense increased $7,635.  Interest income was
immaterial for FY 98. Previously, it had 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.

	For FY 98 the Company had additional other income of $98,111 resulting
from the write down and adjustment of certain payables.

<PAGE>  8

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

Liquidity And Capital Resources

     In fiscal year 1998, the Company's liquidity increased by $76,595.
This compares with an unchanged position FY 97.  In FY97 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 and borrowings from two of its officers.  In
FY98 the increase in liquidity was the result of moderate reduction of
receivables, utilization of existing inventories, write down of prepaid
expenses and certain capitalized development enhanced by net operating income
offset by reduction in accounts payable, accrued expenses and payments on
short term borrowings.

     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                   63                     1985
Chairman of the Board,
Treasurer and Director


Philip D. Schein                    35                     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)          63
Chairman of the Board,                    1989                 (1)
Chief Executive Officer,                  1989                 (1)
Treasurer,                                1989                 (1)
Director                                  1985                 (1)

Philip D. Schein (2)          35
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, 63, 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 private lender and venture
capital firm corporation.  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, 35, 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    1998     $52,944                         0
President & CEO     1997      65,000                     5,000
                    1996      65,000                    15,000

Harold I. Schein    1998     $     0                         0
Chairman &          1997           0                    17,500
Treasurer           1996           0                         0

(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

	The Company did not grant any options during FY 98.

<CAPTION>

                    AGGREGATED OPTION EXERCISES IN 1998
                                   AND
                    OPTION/SAR VALUES AT FISCAL YEAR-END

<S>                  <C>                                       <C>
                   Number of unexercised               Value of Unexercised
		       in-the-money				 in-the-money
		       options/SARs at			       options/SARs at
		       fiscal year-end (#)			 fiscal year end($) (1)
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 6.30.98 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 $.05 per share.  The options on 60,000
shares @$.10 per share granted to outside directors and 77,800 shares @$.05
granted to a consultant have expired unexercised.

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

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



1987 Non-Qualified
Stock Option Plan         1,500,000          250,000              $.10
                                             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, 1998.

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, 1998.

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 to 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 sublet a part of this space to an
unrelated party for $500 per month.  The Company believes this to have been at
or below the rent for comparable space from unrelated parties.


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
                   July 2, 1999 on the financial statements as follows:

                   Balance Sheets, June 30, 1998 and 1997.

                   Statements of Earnings for the years ended June 30, 1998,
                   1997 and 1996.

                   Statements of Cash Flows for the years ended June 30, 1998,
                   1997 and 1996.

<PAGE>  14

                   Statements of Changes in Stockholders' Equity for the years
                   ended June 30, 1998, 1997 and 1996.

            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/Michael L. Schein

                              By: __________________
                                  Michael L. Schein
                                  President

Dated:  September 27, 1999

     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,           September 28, 1999
Harold I. Schein            Treasurer and Director


/s/Philip D. Schein

_______________________     Secretary and         		 September 28, 1999
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, Brendan P. Smith, Esq.

     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, 1998, 1997, and 1996

<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, 1998 and
1997, and the related statements of operations, stockholders' equity and cash
flows for the years ended June 30, 1998, 1997, and 1996.  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, 1998 and 1997, and the results of its operations and its cash flows for
the years ended June 30, 1998, 1997, and 1996 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.


July 2, 1999             /s/ Cayer, Prescott, Clune & Chatellier, LLP

<PAGE>





CDX CORPORATION

BALANCE SHEETS
JUNE 30, 1998 and 1997

ASSETS

                                                  1998            1997
                                                  ___________     __________
Current assets:
  Cash                                  	     	$     13,516	      $   1,305
  Accounts receivable - trade (net of allowance
  for doubtful accounts of $660
  in 1998 and $2,010 in 1997)                        28,708          39,488
  Inventory                                          40,491          46,555
  Prepaid expenses and other                          1,240          17,473
       Total current assets                          83,955         104,821

Property and equipment -
net of accumulated depreciation                      18,865          20,228

Other assets:
  Invention rights and deferred product
   development costs (less accumulated
   amortization of $454,256 in 1998 and
   $435,340 in 1997)                                 76,868          60,869

        TOTAL ASSETS                             $  179,688       $ 185,918


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt             $    6,000	         4,000
   Accounts payable - trade                          69,760        159,617
   Accounts payable - shareholder                   270,500        270,500
   Accrued interest payable                          71,375         48,816
   Accrued expenses                                   6,295         36,458
        Total current liabilities                   421,930        519,391

Other liabilities:
   Notes payable - officers                         214,484        202,705
   Notes payable                                     50,000         55,000
        Total other liabilities                     264,484        257,705

Stockholders' equity:
   Common stock, $.01 par value; 10,000,000
   shares authorized, 4,888,093 shares issued
   at June 30, 1998 and 1997             			         48,881         48,881
   Capital surplus                                4,771,798      4,771,798
   Deficit                                       (5,327,405)    (5,411,857)
   Less treasury stock; 166 shares,
   no assigned value                               ___________    ___________
        Total stockholders' equity                  (506,726)      (591,178)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $  179,688     $  185,918

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

CDX CORPORATION

STATEMENTS OF OPERATIONS
YEARS ENDED June 30, 1998, 1997, and 1996

                                      1998          1997           1996
                                      ___________   ___________    ___________
Revenues:
  Net sales and other revenues        $  264,175    $   379,608    $   394,043
Operating costs and expenses:
  Cost of sales                           91,855        187,793        235,441
  Selling & administrative expenses      162,303        296,142        354,430
     Total operating
     costs and expenses                  254,158        483,935        589,971

Operating income (loss)                   10,017       (104,327)      (195,928)

Other income (expense):
  Interest expense                       (23,676)       (18,065)       (10,430)
  Interest income                                            20             95
  Loss on investment                                                      (150)
  Write down of payable                   98,111
     Net other expense                    74,435        (18,045)       (10,485)

Net income/(loss)                     $   84,452      $(122,372)    $ (206,412)

Net loss per common share             $     .017      $   (.028)    $    (.057)

Weighted-average number of
common shares outstanding              4,887,927      4,339,434      3,587,927

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

CDX CORPORATION

[CAPTION]

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 1998, 1997 AND 1996
									  	Shares
		    Shares      Par      Capital    Accumulated Treasury
		    Outstanding Value    Surplus    Deficit     Stock    Total
Balance 6/30/96  3,588,093   $35,881 $4,771,798 $(5,289,485) 166    $(481,806)

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

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

Balance 6/30/97  4,888,093     48,881  4,771,798  (5,411,857) 166     (591,178)


Net Profit         					       84,452   	      84,452

Balance 6/30/98  4,888,093    $48,881 $4,771,798  $(5,327,405) 166   $(506,726)


SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>

CDX CORPORATION

STATEMENTS OF CASH FLOWS
YEARS ENDED June 30, 1998,
1997, and 1996


                                       1998           1997           1996
                                       ___________    ___________    ___________

Cash was provided by (used for):
  Operating activities:
    Net income (loss)                 $  	84,452     $  (122,372)  $(206,413)
    Items in net loss not
       affecting cash:
       Depreciation and amortization      21,724	         10,321       20,797
       Stock Based Compensation          			              13,000
	 Foregiveness of Note Payable		           5,000
    Increase (decrease) in cash from
    changes in assets and liabilities:
       Accounts receivable                10,780	         13,689       2,966
       Inventory                           6,064	         27,032      36,372
       Prepaid expenses and other       	 16,233	        (10,976)      8,134
       Other assets                      (34,915)        (39,424)     17,176
       Accounts payable - trade          (80,857)	       (23,042)     11,231
       Accounts payable - shareholder     26,956          40,713
       Other current liabilities          (9,604)	        20,449      14,952
       Total cash used for operations       (123)	       (84,367)    (54,072)
                                         __________    __________     _________

Investing activities:
    Purchase of property and equipment    (1,445)	        (1,243)     (1,760)
       Total cash provided by
       (used for) investing activities    (1,445)	        (1,243)     (1,760)



Financing activities:
    Proceeds from notes payable -
      officers                            20,000	     90,000        22,500
    Payments on notes payable             (6,221)	    (3,154)       (2,741)
Total cash provided by (used
       for) financing activities          13,779	     86,846        19,759

Increase (decrease) in cash
during the year               		          12,221       1,236       (36,073)

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

Cash balance, end of the year      	   $ 	13,516     $ 1,305     $      69

Supplemental disclosures of
cash flow information:
    Cash paid during the year
    for interest                       $	  1,117	 $      551     $      79

SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>

CDX CORPORATION

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1998, 1997 and 1996


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.

Cash and Cash Equivalents

	The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.

	At June 30, 1998, the carrying amount of the Company's deposits was
$13,216 and the bank balance was $15,290, of which all was covered by federal
depository insurance.

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 $660 and $2,010 at June 30, 1998 and 1997, 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, 1998, 1997, and 1996

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, 1998, 4,339,434 shares at June 30, 1997 and 3,588,093 shares at
June 30, 1996).

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, 1998, 1997, and 1996

2.     INVENTORY

          Inventory consisted of the following at June 30:

                                                      1998         1997
                                                      ____         ____

     Finished goods                                $20,353       27,557
     Raw materials                                  17,589       17,229
     Work-in-progress                                2,549        1,769

          Total                                    $40,491      $46,555

3.    PROPERTY AND EQUIPMENT

          Property and equipment consists of the following at June 30:

                                                      1998         1997
                                                      ____         ____
     Office equipment and furniture                $67,720     $ 66,400
     Production equipment                           35,257       35,257
     Computer equipment                             70,209       70,084
     Leasehold improvements                         16,256       16,256
          Total                                    189,442      189,997
     Less: accumulated depreciation                170,577      167,769

          Net property and equipment               $18,865     $ 20,228

          Depreciation expense for the years ended June 30, 1998 and 1997 was
$2,808 and $3,821, respectively.



CDX CORPORATION

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1998, 1997, and 1996

4.    INCOME TAXES (Continued)

	Due primarily to the utilization of net operating loss carryforwards, the
Company has no provisions for income taxes for 1998, 1997, and 1996.

     	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, 1998, 1997, and
1996, the Company's deferred tax assets consisted of the following:

                                             1998          1997          1996
                                             ____          ____          ____

     Deferred tax assets               	$ 680,712	 $ 807,423    $1,157,131
     Valuation allowance             	 (680,712)    (807,423)   (1,157,131)

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

The components of the income tax (benefit) consisted of the following for the
years ended June 30, 1998, 1997, and 1996:

                                        1998          1997          1996
                                        ____          ____          ____

     Current                           20,000	  $(28,868)     $(49,539)
     Deferred - using a blended
       federal and state rate of 24%       0             0             0
     Tentative tax provision (benefit)(20,000)	   (28,868)      (49,539)
     Less: valuation allowance         20,000 	    28,868        49,539

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

     	At June 30, 1998, the Company had net operating and economic loss
carryforwards of approximately $2,836,000 available to offset future federal
and state taxable income through 2013.

The Company has investment tax credit carryforwards of approximately
$1,030 which will expire in years 1999 through 2002 and approximately
$15,777 of research and development costs that will expire in years 1997
through 2002.

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.


5.    ACCRUED EXPENSES

          Accrued expenses are as follows for June 30:

                                                      1998        1997
                                                   _______      _______
     Accrued vacation                                           $ 5,394
     Accrued taxes                                 $   509        1,814
     Accrued professional and utilities              3,786       29,250

       Total                                       $ 4,295      $36,458

(CONTINUED)

<PAGE>

CDX CORPORATION
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1998, 1997 AND 1996

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.

     During 1998, an officer of the Company loaned the Company $20,000 with
interest to be paid at 8%.  No payments are expected during the next fiscal
year.

     Future maturities of  long-term debt are as follows:

      Year ended
 	 June 30							Amount

1999 $   6,000
2000     4,000
2001 and thereafter					  210,484
  Total							$ 220,484

7.    NOTES PAYABLE

          At June 30, notes payable consisted of the following:

                                                       1998          1997
                                                       _______       _______

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

       Total                                           $50,000       $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, 1998, 1997, and 1996

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. In addition,
during 1993, the Company granted one of its directors options for 250,000
shares at $.10 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 were to expire in
February of 1998 and which have been extended and amended to expire in February
of 2001.  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, 1998 is as follows:

                                           Total Shares  Share Options   Option
                                           Reserved      Outstanding     Price
                                           ____________  _____________   ____
     1987 Incentive Stock Option Plan        150,000            0         n/a

     1987 Non-Qualified Stock Option Plan  1,500,000      250,000        $.10
    									    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, 1998, 1997, and 1996


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 currently the Company is renting 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


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.


11.    SUPPLEMENTARY INCOME STATEMENT INFORMATION

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

                                         1998       1997        1996
                                         ____       ____        ____

     Repairs and maintenance             $418	    $988      $2,160
     Advertising                        3,154	   8,053      67,633
     Sales and property taxes             819	   2,489       2,355
     Provision for doubtful accounts    2,307	   1,800       1,800

(CONTINUED)

<PAGE>

CDX CORPORATION

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1998, 1997, AND 1996

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 reflected 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, and $206,413 during the years ended June 30,
1997 and 1996, respectively.  In addition, the Company has a net
stockholders' deficiency of $506,726 at June 30, 1998.

     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)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>2
<TEXT>



CONSENT OF COUNSEL

     I hereby consent to the use of my name as legal counsel in the Annual
Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended June 30, 1998 by CDX Corporation on Form
10-KSB.


BRENDAN P. SMITH, P.C.

/s/ Brendan P. Smith

By:___________________
BRENDAN P. SMITH, Esq.

Providence, RI

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<TEXT>









CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We hereby consent to the use of our name as auditing firm in the
Annual Report filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended June 30, 1998 by
CDX Corporation on Form 10-KSB.

CAYER, PRESCOTT, CLUNE & CHATELLIER, LLP

/S/ Cayer, Prescott, Clune & Chatellier, LLP

July 2, 1999
Providence, Rhode Island

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>4
<DESCRIPTION>ARTICLE 5 FIN. DATA SCHEDULE FOR FISCAL YEAR
                ENDING JUNE 30, 1998
<TEXT>

<TABLE> <S> <C>


        <S> <C>

<ARTICLE>       5
<CIK>           0000351129
<NAME>          CDX Corporation
<MULTIPLIER>    1
<CURRENCY>      U.S.

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               JUN-30-1998
<PERIOD-START>                  JUL-01-1997
<PERIOD-END>                    JUN-30-1998
<EXCHANGE-RATE>                           1
<CASH>                               13,516
<SECURITIES>                              0
<RECEIVABLES>                        28,708
<ALLOWANCES>                              0
<INVENTORY>                          40,491
<CURRENT-ASSETS>                     83,955
<PP&E>                               18,865
<DEPRECIATION>                            0
<TOTAL-ASSETS>                      179,688
<CURRENT-LIABILITIES>               421,930
<BONDS>                             264,484
<PREFERRED-MANDATORY>                     0
<PREFERRED>                               0
<COMMON>                             48,881
<OTHER-SE>                                0
<TOTAL-LIABILITY-AND-EQUITY>        179,688
<SALES>                             264,175
<TOTAL-REVENUES>                    264,175
<CGS>                                91,855
<TOTAL-COSTS>                       254,158
<OTHER-EXPENSES>                    (74,435)
<LOSS-PROVISION>                     84,452
<INTEREST-EXPENSE>                  (23,676)
<INCOME-PRETAX>                      84,452
<INCOME-TAX>                              0
<INCOME-CONTINUING>                       0
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                         84,452
<EPS-BASIC>                          .017
<EPS-DILUTED>                          .017




</TABLE>
</TEXT>


</DOCUMENT>
</SEC-DOCUMENT>
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