content: 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): April 14 , 1997
  ------------------------------------------------------------------
  
                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, Suite 120, Linthicum, Maryland    2 1 0 9 0
  (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 April 15, 1997,  the Company filed its Annual Report for the year ended
  December  31,  1996,  on Form  10-K.  Rule  4450 of the  Rules  of the  National
  Association  of  Securities  Dealers,   Inc.  requires  that  the  Company,  for
  continuous  listing of its Common Stock on the NASDAQ  National  Market  System,
  substantially meet certain criteria,  including having net tangible assets of $4
  million where the Company has sustained losses from continuing operations during
  the prior three years.  The net tangible assets of the Company  reflected on its
  balance sheet at December 31, 1996,  were $2.6 million.  Subsequent to March 31,
  1997,  certain  holders of the  Company's 8%  Convertible  Debentures  converted
  certain of such  Debentures to Common Stock as permitted  under the terms of the
  Debentures.  At April 14, 1997,  the  Company's  net  tangible  assets were $4.4
  million,  as reflected on the Company's  unaudited summary balance sheet at such
  date, included herewith as Exhibit 99(a).
  
  
  
  
  <PAGE>
  
  
  Item 7.  Exhibits
  
                                                        Sequential
  Exhibit No. Description                                  Page
  
  99(a)       Unaudited Summary Balance Sheet at            5
              April 14, 1997
  
  
  
  <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/ STEPHEN J. FOGARTY
                        -------------------------------------
                                Stephen J. Fogarty
                                Senior Vice President and
                                Chief Financial Officer
  
  Dated:  April 15, 1997
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 3119}]
metadata_filer: {"company-data": {"conformed-name": "NOISE CANCELLATION TECHNOLOGIES INC", "cik": "0000722051", "assigned-sic": "3690", "irs-number": "592501025", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18267", "film-number": "97580873"}, "business-address": {"street1": "1015 WEST NURSERY ROAD", "city": "LINTHICUM", "state": "NY", "zip": "21090", "phone": "4106368700"}, "mail-address": {"street1": "1025 WEST NURSERY RD", "city": "LINTHICUM", "state": "MD", "zip": "21090"}, "former-company": [{"former-conformed-name": "ION TECHNOLOGIES INC/NV", "date-changed": "19850512"}, {"former-conformed-name": "PRETORIA TECHNOLOGY INC", "date-changed": "19840404"}]}
text: 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): April 14 , 1997
  ------------------------------------------------------------------
  
                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, Suite 120, Linthicum, Maryland    2 1 0 9 0
  (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)
  Item 5.  Other Events
  
        On April 15, 1997,  the Company filed its Annual Report for the year ended
  December  31,  1996,  on Form  10-K.  Rule  4450 of the  Rules  of the  National
  Association  of  Securities  Dealers,   Inc.  requires  that  the  Company,  for
  continuous  listing of its Common Stock on the NASDAQ  National  Market  System,
  substantially meet certain criteria,  including having net tangible assets of $4
  million where the Company has sustained losses from continuing operations during
  the prior three years.  The net tangible assets of the Company  reflected on its
  balance sheet at December 31, 1996,  were $2.6 million.  Subsequent to March 31,
  1997,  certain  holders of the  Company's 8%  Convertible  Debentures  converted
  certain of such  Debentures to Common Stock as permitted  under the terms of the
  Debentures.  At April 14, 1997,  the  Company's  net  tangible  assets were $4.4
  million,  as reflected on the Company's  unaudited summary balance sheet at such
  date, included herewith as Exhibit 99(a).
  Item 7.  Exhibits
  
                                                        Sequential
  Exhibit No. Description                                  Page
  
  99(a)       Unaudited Summary Balance Sheet at            5
              April 14, 1997
  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/ STEPHEN J. FOGARTY
                        -------------------------------------
                                Stephen J. Fogarty
                                Senior Vice President and
                                Chief Financial Officer
  
  Dated:  April 15, 1997