UNITED STATES
                     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

                For the Fiscal Year Ended December 31, 1995

Commission File Number 2-96271-B


                         CAS MEDICAL SYSTEMS, INC.

             (Exact name of Registrant as specified in charter)

          Delaware                                    06-1123096     
(State or other jurisdiction of                       (I.R.S. employer
incorporation of organization)                        identification No.)

            21 Business Park Drive, Branford, Connecticut  06405
                  (Address of principal executive offices)
                                 (Zip Code)

                               (203) 488-6056
            (Registrant's telephone number, including area code)


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 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 [ ]   

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.004 par value    Preferred Stock, $.001 par value

    The aggregate market value of the Common Stock held by non-affiliates of
    the registrant was $7,162,996 on December 31, 1995.  

    The registrant had 9,279,479 shares of Common Stock outstanding as of
    December 31, 1995.





Statements of Cash Flows for the Years Ended 
  December 31, 1995, 1994 and 1993                           F-6 to F-7

Notes to Financial Statements                                F-8 to F-12

Schedules called for under Regulation S-X are not submitted because they are
not applicable or not required, or because the required information is
included in the financial statements or notes thereto.

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.
                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ELECTION OF DIRECTORS

    Seven Directors are to be elected at the Meeting to serve for a term of
one year or until their respective successors are duly elected and qualify.
The shares represented by the proxies will be voted in favor of the election
as Directors of the persons named below unless authority to do so is withheld.
If any nominee is not a candidate for election at the Meeting, an event which
the Board of Directors does not anticipate, the proxies will be voted for a
substitute nominee and the others named below.

Louis P. Scheps - Director since 1990
    Mr. Scheps, 64, was appointed President and CEO of the Company in
September of 1990. He had held the position of Director of Manufacturing since
1986. Prior thereto, Mr. Scheps was employed by Posi-Seal International as
Vice President from 1969 to 1985. Mr. Scheps received his engineering degree
from Purdue University and his business education from the GE Management
Program.

Myron L. Cohen, Ph.D. - Director since 1984
    Dr. Cohen, 62, founder of the Company, has been involved in developing
and marketing medical products for over 20 years. Dr. Cohen was Director of
Research and Development for the Hospital Products Division of
Chesebrough-Pond's Inc. from 1978 to 1983. From 1966 through 1978, Dr. Cohen
was Professor of Mechanical Engineering at Stevens Institute of Technology and
was co-founder and director of the Institute's Medical Engineering Laboratory.
    Dr. Cohen was awarded the Humboldt Prize by the Federal Republic of
Germany for his work in biomedical engineering. He has lectured throughout the
European Economic Community countries on problems in technology and medicine. 

Stanley D. Josephson -  Director since 1984
    Mr. Josephson, 66, is an attorney in private practice in Branford,
Connecticut. Mr. Josephson is a graduate of New York University Law School and
specializes in corporate development law and international marketing. He is a
member of the Board of Directors and is General Counsel to several privately
held companies.




Lawrence S. Burstein - Director since 1985
     Mr. Burstein, 53, has been an officer, director and stockholder
of Trinity Capital Corporation since October 1982. Mr. Burstein is a
director of four other public companies, THQ, Inc., a manufacturer of
video game cartridges and toys, The MNI Group, Inc., a company that
markets specially formulated medical foods, U.S. Communications, Inc.,
a company engaged in the activation of wireless products and Trinity
Americas, Inc. Mr. Burstein is President of Trinity Americas, Inc.,
which is engaged in the acquisition of other companies.

Jerome S. Baron - Director since 1986
     Mr. Baron, 69, has been in the securities industry since 1944. He
was a Vice President in the International Department at Loeb Rhoades &
Company, a Partner at Andreson & Company, and Chairman and Chief Executive
Officer of Foster Securities, Inc., which he founded in 1974. In 1977,
Foster Securities merged with Brean Murray Securities Inc. Mr. Baron
manages individual portfolios, oversees compliance, and is a member of
the Investment Advisory Board for BMI Capital Corp., the firm's
investment management affiliate. He is a Director of USC Corporation, a
public cellular telephone software company and Haulbowline Ltd., a
private offshore company. He attended Kings Point Merchant Marine
Academy and Pace University.

Jay M. Haft - Director since 1991
     Mr. Haft, 60, has been engaged in the practice of law for more
than ten years and is counsel to the firm of Parker Duryee Rosoff & Haft. Mr.
Haft is a director of six other public companies, Viragen, Inc., a
medical products company, Noise Cancellation Technologies, Inc., a
company engaged in the design of noise suppression equipment, Extech,
Inc., a company engaged in hotel management and other businesses,
Robotic Vision Systems, Inc., a manufacturer of testing systems for
semiconductor equipment, ORYX Technology, Inc., a company manufacturing
and developing power controls and test products, and Nova Technology,
Inc., a company engaged in the development of a hospital bed and
patient transport system. He is currently acting CEO of Noise
Cancellation Technologies, Inc. Mr. Haft received a B.A. and a LL.B.
from Yale University.

Saul S. Milles, M.D. -  Director since 1991
     Dr. Milles, 65, is a Medical Director for Corporate Medical
Operations of the General Electric Corporation headquartered in
Fairfield, Connecticut since 1984. He has been actively involved in
issues related to medical screening, employing the handicapped,
employee assistance program design and assessment, and the development
of policies related to smoking abatement and the control of substance
abuse. He has served as an advisor to the Congress of the United
States, Office of Technology Assessment on screening tests and their
ethical and socioeconomic implications. Dr. Milles attended Cornell
University and received his M.D. degree from the University of
Rochester and received specialty training in Internal medicine and
Gastroenterology at Yale Medical Center. He is also currently Clinical
Associate Professor of Medicine at Yale Medical School.




ITEM 11.  EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

     The following table sets forth information concerning the compensation
 during the last three fiscal years of the executive officers of the Company
(hereinafter referred to collectively as the named executive officers).


                             SUMMARY COMPENSATION TABLE

                                                                    Long       
 
                                             All     Rest-          Term      
All 
                                           Annual   ricted          Incen-   
Other
                                           Compen-  Stock            tive   
Compen-
                          Salary   Bonus   sation   Awards    SARs  Payouts  
sation
Principal Position  Year    ($)     ($)     ($)      ($)      (#)     ($)      
($) 

                                                     

Louis P. Scheps     1995  175,000  40,000      0      0           0    0     
1,700
  President         1994  150,000       0      0      0           0    0     
1,318
  and CEO           1993  133,333  22,500      0      0     750,000    0     
1,015
Myron L. Cohen      1995  165,862  10,000  5,000      0           0    0     
2,695
  Executive Vice    1994  150,645       0  5,000      0           0    0     
2,000
  President         1993  136,950   7,500  5,000      0           0    0     
1,325


No warrants/options/SARs were granted in 1995.





ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND STOCKHOLDERS

STOCK OWNERSHIP

Stock Ownership of Certain Beneficial Owners

     The following table sets forth information as to the beneficial
ownership of each person known to the Company to own more than 5% of the
outstanding Common Stock as of May 3, 1996:

Name and Address of
Beneficial Owner or               Amount and Nature of           Percentage
Identity of Group               Beneficial Ownership (1)          of Class

Estate of Garry Evans                 500,000                        5.3%
Weybridge, Surrey
United Kingdom

Venture Capital Associates, Ltd.      980,575                       10.5%
c/o Jay M. Haft
529 Fifth Avenue
New York, NY 10022

Haulbowline Ltd.                    1,832,000                       19.7%
c/o The Bank of Bermuda Limited
6 Front Street
PO Box HM 1020
Hamilton HMDX, Bermuda

Stock Ownership of Directors and Executive Officers

     The following table reflects shares of Common Stock beneficially owned
(or deemed to be beneficially owned pursuant to the rules of the Securities
and Exchange Commission) as of May 3, 1996 by each director of the Company,
each of the executive officers named in the Summary Compensation Table
included elsewhere herein and the current directors and executive officers
of the Company as a group:
                               Amount and Nature of              Percentage
Name                         Beneficial Ownership (1)             of Class

Louis P. Scheps                  1,333,325 (2)                      14.3%
Myron L. Cohen, Ph.D.              940,453                          10.1%
Stanley D. Josephson               167,484 (3)                       1.8%
Lawrence S. Burstein               463,563 (4)                       4.9%
Jerome Baron                     2,054,500 (5)                      22.1%
Jay M. Haft                      1,071,575 (6)                      11.5%
Saul S. Milles, M.D.                60,000 (7)                       0.6%
All officers and directors
 as a group (7 persons)          6,090,900                          65.6%





(1)  Pursuant to the rules of the Securities and Exchange Commission, shares
     of Common Stock which an individual or group has a right to acquire
     within 60 days pursuant to the exercise of options or warrants are
     deemed to be outstanding for the purpose of computing the percentage
     ownership of such individual or group, but are not deemed to be
     outstanding for the purpose of computing the percentage ownership of any
     other person shown in the table. Except as otherwise indicated, the
     persons named herein have sole voting and dispositive power with respect
     to the shares beneficially owned.
(2)  Includes options to purchase 900,000 shares.
(3)  Includes options to purchase 75,000 shares.
(4)  Includes options to purchase in the aggregate 150,000 shares; 185,000
     shares owned by Trinity Capital Corporation Pension Trust, of which a
     director is a trustee and a beneficiary; 9,375 shares owned, directly
     and indirectly, by a family member.
(5)  Includes options to purchase 200,000 shares; also includes 1,832,000
     shares owned by Haulbowline Ltd., as to which shares Mr. Baron has
     voting and dispositive power.
(6)  Includes options to purchase 60,000 shares; also includes 980,575 shares
     owned by Venture Capital Associates, Ltd., a limited partnership of
     which the general partner is a corporation in which Mr. Haft is a
     controlling shareholder.
(7)  Includes options to purchase 60,000 shares.




                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



                                  CAS MEDICAL SYSTEMS, INC.
                                  (Registrant)


March 25, 1996                 Louis P. Scheps
Date                              Louis P. Scheps
                                  President and Chief Executive Officer
                                  and Chief Financial Officer

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.

March 25, 1996                    Myron L. Cohen
Date                              Myron L. Cohen
                                  Executive Vice President


March 25, 1996                    Lawrence Burstein
Date                              Lawrence Burstein
                                  Director


March 25, 1996                    Stanley Josephson
Date                              Stanley Josephson
                                  Director


March 25, 1996                    Jerome Baron
Date                              Jerome Baron
                                  Director


March 25, 1996                    Jay Haft
Date                              Jay Haft
                                  Director


March 25, 1996                    Saul Milles
Date                              Saul Milles
                                  Director