NOISE CANCELLATION TECHNOLOGIES INC
8-K, 1998-07-16
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K



                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported):  July 15, 1998

                      Noise Cancellation Technologies, Inc.
               (Exact name of Registrant as specified in Charter)


Delaware                         0-18267                   59-2501025
- ------------------------------------------------------------------------------
(State or other juris-           (Commission               (IRS Employer
diction of incorporation)        File Number)              Identification
                                                           Number)


1025 West Nursery Road, Linthicum, Maryland                21090
- ------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number including area code:         (410) 636-8700


                                      None
- ------------------------------------------------------------------------------
         (Former name or former address, if changes since last report)


<PAGE>



Item 5.  Other Events.

      On  July  15,  1998,   the  Board  of  Directors  of  Noise   Cancellation
Technologies, Inc. (the "Company") established September 10, 1998 as the date of
the next Annual Meeting of  Stockholders of the Company and July 14, 1998 as the
Record  Date for  determining  the  persons  entitled  to notice  and to vote as
stockholders of the Company at such Annual Meeting. As reported previously, such
dates were to be August 19, 1998 and June 22, 1998, respectively.






<PAGE>


                                   SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                    NOISE CANCELLATION TECHNOLOGIES, INC.


                                    By    /s/ CY E. HAMMOND
                                          -------------------------------
                                          Cy E. Hammond
                                          Senior Vice President,
                                          Chief Financial Officer

Dated:  July 16, 1998



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