content: SECURITIES AND EXCHANGE COMMISSION
                      Washington D.C. 20549
  
                            FORM 8-K
  
  
        Current Report Pursuant to Section 13 or 15(d) of
                   The Securities Act of 1934
  
  
  Date of Report(Date of earliest event reported): April 13,1998
                                                   -------------
  
                            EP MedSystems, Inc.
      (Exact name of registrant as specified in its charter)
                                
                                
                   Commission file number   0-28260
  
  
       New Jersey                     22-3212190
  (State or other jurisdiction       (IRS Employer
   of incorporation)                 Identification No.)
  
  
   100 Stierli Court, Mount Arlington, New Jersey      07865
   (Address of principal executive offices)          (Zip Code)
  
  
  Registrant's telephone number:     (973) 398-2800
  
  <PAGE>
  
  ITEM 5.  OTHER EVENTS
  
  On  April 9, 1998, EP MedSystems, Inc. (the "Company")  sold
  and  issued  2,250,000 shares of its common  stock,  no  par
  value,  stated  value  $.001 per share  (the  "Regulation  D
  Shares")  to six United States institutional investors  (the
  "Investors"). The Regulation D Shares were issued  and  sold
  pursuant  to  the provisions of Regulation D promulgated  by
  the  Securities and Exchange Commission under the Securities
  Act of 1933, as amended. The aggregate offering price of the
  Regulation  D Shares was $5,062,500, based on  a  per  share
  price  of $2.25. The form of Common Stock Purchase Agreement
  pursuant  to  which  the Regulation D Shares  were  sold  is
  attached hereto as Exhibit 4.1.
  
  The  Company  granted to the Investors certain  registration
  rights with respect to the Regulation D Shares pursuant to a
  Registration Rights Agreement, a form of which  is  attached
  hereto as Exhibit 4.2 (the "Registration Rights Agreement").
  Under  the  terms and conditions of the Registration  Rights
  Agreement,  the  Company is obligated to  file,  subject  to
  certain  limitations  specified in the  Registration  Rights
  Agreement, a shelf registration statement on Form S-3 by May
  9,  1998, which shelf registration agreement shall cover all
  of the Regulation D Shares.
  
  The Company intends to use the net proceeds from the sale of
  the Regulation D Shares for working capital purposes.
  
  <PAGE>
  
  ITEM   7.   FINANCIAL   STATEMENTS,  PRO   FORMA   FINANCIAL
              INFORMATION AND EXHIBITS
  
  Exhibits
  
  4.1  Form of Common Stock Purchase Agreement between EP
       MedSystems, Inc. and the Purchasers, dated April 9,
       1998.
  
  4.2  Form of Registration Rights Agreement between EP
       MedSystems, Inc. and the Purchasers, dated April 9,
       1998.
  
  
  
                            SIGNATURE
  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.
  
                                           EP MEDSYSTEMS, INC.
  
  Dated:  April 14, 1998        By  /s/ James J. Caruso
                                ------------------------
                                        James J. Caruso
                                Vice President and
                                Chief Financial Officer
  
  
  
  EXHIBIT INDEX
  
  Exhibit No.    Description
  
  4.1            Form of Common Stock Purchase Agreement
                 between EP MedSystems, Inc. and the
                 Purchasers, dated April 9, 1998.
  
  4.2            Form of Registration Rights Agreement between
                 EP MedSystems, Inc. and the Purchasers, dated
                 April 9, 1998.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3598}]
metadata_filer: {"company-data": {"conformed-name": "EP MEDSYSTEMS INC", "cik": "0001012394", "assigned-sic": "3841", "irs-number": "223212190", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28400", "film-number": "98594439"}, "business-address": {"street1": "100 STIERLI COURT", "street2": "SUITE 107", "city": "MOUNT ARLINGTON", "state": "NJ", "zip": "07856", "phone": "973-398-2800"}, "mail-address": {"street1": "58 ROUTE 46 WEST", "city": "BUDD LAKE", "state": "NJ", "zip": "07828"}}
text: SECURITIES AND EXCHANGE COMMISSION
                      Washington D.C. 20549
  
                            FORM 8-K
  
        Current Report Pursuant to Section 13 or 15(d) of
                   The Securities Act of 1934
  
  Date of Report(Date of earliest event reported): April 13,1998
                                                   -------------
  
                            EP MedSystems, Inc.
      (Exact name of registrant as specified in its charter)
                                
                                
                   Commission file number   0-28260
  
       New Jersey                     22-3212190
  (State or other jurisdiction       (IRS Employer
   of incorporation)                 Identification No.)
  
   100 Stierli Court, Mount Arlington, New Jersey      07865
   (Address of principal executive offices)          (Zip Code)
  
  Registrant's telephone number:     (973) 398-2800
  ITEM 5.  OTHER EVENTS
  
  On  April 9, 1998, EP MedSystems, Inc. (the "Company")  sold
  and  issued  2,250,000 shares of its common  stock,  no  par
  value,  stated  value  $.001 per share  (the  "Regulation  D
  Shares")  to six United States institutional investors  (the
  "Investors"). The Regulation D Shares were issued  and  sold
  pursuant  to  the provisions of Regulation D promulgated  by
  the  Securities and Exchange Commission under the Securities
  Act of 1933, as amended. The aggregate offering price of the
  Regulation  D Shares was $5,062,500, based on  a  per  share
  price  of $2.25. The form of Common Stock Purchase Agreement
  pursuant  to  which  the Regulation D Shares  were  sold  is
  attached hereto as Exhibit 4.1.
  
  The  Company  granted to the Investors certain  registration
  rights with respect to the Regulation D Shares pursuant to a
  Registration Rights Agreement, a form of which  is  attached
  hereto as Exhibit 4.2 (the "Registration Rights Agreement").
  Under  the  terms and conditions of the Registration  Rights
  Agreement,  the  Company is obligated to  file,  subject  to
  certain  limitations  specified in the  Registration  Rights
  Agreement, a shelf registration statement on Form S-3 by May
  9,  1998, which shelf registration agreement shall cover all
  of the Regulation D Shares.
  
  The Company intends to use the net proceeds from the sale of
  the Regulation D Shares for working capital purposes.
  ITEM   7.   FINANCIAL   STATEMENTS,  PRO   FORMA   FINANCIAL
              INFORMATION AND EXHIBITS
  
  Exhibits
  
  4.1  Form of Common Stock Purchase Agreement between EP
       MedSystems, Inc. and the Purchasers, dated April 9,
       1998.
  
  4.2  Form of Registration Rights Agreement between EP
       MedSystems, Inc. and the Purchasers, dated April 9,
       1998.
  
                            SIGNATURE
  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.
  
                                           EP MEDSYSTEMS, INC.
  
  Dated:  April 14, 1998        By  /s/ James J. Caruso
                                ------------------------
                                        James J. Caruso
                                Vice President and
                                Chief Financial Officer
  
  EXHIBIT INDEX
  
  Exhibit No.    Description
  
  4.1            Form of Common Stock Purchase Agreement
                 between EP MedSystems, Inc. and the
                 Purchasers, dated April 9, 1998.
  
  4.2            Form of Registration Rights Agreement between
                 EP MedSystems, Inc. and the Purchasers, dated
                 April 9, 1998.