NOISE CANCELLATION TECHNOLOGIES INC
8-K, 1998-10-22
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):  October 21, 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.

      At the Annual Meeting of Stockholders of Noise Cancellation  Technologies,
Inc. (the  "Company")  held on October 20, 1998,  the  stockholders  approved an
amendment to the Company's  Restated  Certificate of Incorporation  changing the
name of the Company to "NCT Group,  Inc.".  Such amendment  became  effective on
October 21,  1998,  when the Company  filed a  Certificate  of  Amendment to its
Restated Certificate of Incorporation in the Office of the Secretary of State of
Delaware  pursuant to the  requirements  of the General  Corporation  Law of the
State of Delaware.





<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:  October 22, 1998




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