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):  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
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "NAME CHANGE", "secsgml_size_bytes": 2506}]
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": "98729094"}, "business-address": {"street1": "1025 WEST NURSERY RD", "street2": "STE 120", "city": "LINTHICUM", "state": "NY", "zip": "21090", "phone": "4106368700"}, "mail-address": {"street1": "1025 WEST NURSERY RD", "street2": "STE 120", "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):  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)
  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.
  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