UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
EchoCath, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
278760 10 3
(CUSIP Number)
February 27, 1996
(Date of Event which Requires the Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
___ Rule 13d-1(b)
x Rule 13d-1(c)
___ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 (the "Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 278760 10 3 13G
1 NAME OF REPORTING PERSON EP MedSystems, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 22-3212190
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey corporation
NUMBER OF 5 SOLE VOTING POWER 233,333 shares(1)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0 shares
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 233,333 shares(1)
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 0 shares
WITH:
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 233,333 shares (1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 6.21% (2)
12 TYPE OF REPORTING PERSON CO
(1) Represents 280,000 shares of Series B Cumulative
Convertible Preferred Stock, no par value ("Series B
Convertible Preferred Stock"), which are convertible at any
time into shares of EchoCath, Inc.'s Class A Common Stock,
no par value ("Class A Common Stock"). For the calendar
years 1997 through 1999, the conversion rate is 1 share of
Class A Common Stock for each 1.2 shares of Series B
Convertible Preferred Stock. Thereafter, the conversion
rate is 1 share of Class A Common Stock for each 1.3 shares
of Series B Convertible Preferred Stock. Each share of
Series B Convertible Preferred Stock is entitled to the
number of votes equal to the number of full shares of Class
A Common Stock into which such share of Series B Convertible
Preferred Stock is then convertible.
(2) Represents the percentage of EchoCath's Class A plus
Class B Common Stock.
Item 1.
(a) Name of Issuer
EchoCath, Inc.
(b) Address of Issuer's Principal Executive Offices
4326 US Route 1
Monmouth Junction, NJ 08852
Item 2.
(a) Name of Filing Person
EP MedSystems, Inc.
(b) Address of Principal Business Office
100 Stierli Court
Mount Arlington, New Jersey 07856
(c ) Citizenship
New Jersey corporation
(d) Title of Class of Securities
Common Stock, no par value
(e) CUSIP Number
278760 10 3
Item 3. If this statement is filed pursuant to Section
240.13d-1(b), or 240.2(b) or (c ), check whether the person
filing is a:
Not applicable
<PAGE>
Item 4. Ownership
(a) Amount Beneficially Owned: 233,333 share ofClass A Common Stock (1)
(b) Percent of Class: 6.21% (2)
(c)(i) Sole Power to vote or to direct the vote: 233,333 (1)
(c)(ii) Shared power to vote or to direct the vote: 0
(c)(iii) Sole power to dispose or to direct the
disposition of: 233,333 (1)
(c)(iv) Shared power to dispose or to direct the
disposition of: 0
(1) Represents 280,000 shares of Series B Cumulative
Convertible Preferred Stock, no par value ("Series B
Convertible Preferred Stock"), which are convertible at any
time into shares of EchoCath, Inc.'s Class A Common Stock,
no par value ("Class A Common Stock"). For the calendar
years 1997 through 1999, the conversion rate is 1 share of
Class A Common Stock for each 1.2 shares of Series B
Convertible Preferred Stock. Thereafter, the conversion
rate is 1 share of Class A Common Stock for each 1.3 shares
of Series B Convertible Preferred Stock. Each share of
Series B Convertible Preferred Stock is entitled to the
number of votes equal to the number of full shares of Class
A Common Stock into which such share of Series B Convertible
Preferred Stock is then convertible.
(2) Represents the percentage of EchoCath's Class A Common
Stock plus Class B Common Stock.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof, the reporting person has ceased to be
the beneficial owner of more than 5% of the class of
securities, check the following: [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company:
Not Applicable
Item 8. Identification and Classification of Members of
the Group:
Not Applicable
<PAGE>
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
(a) Not applicable
(b) By signing below, I certify that, to
the best of my knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: January 26, 1999
-----------------
Signature: /s/ James J. Caruso
--------------------
Name/ Title: James J. Caruso,
Vice President and Chief Financial Officer
Attention: Intentional misstatements or omissions of
fact constitute Federal criminal violations (See U.S.C.
1001).
