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):  June 9, 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
  
        On June 9, 1998,  the Company issued a press release  announcing:  (i) the
  signing of letters of intent by the Company's  subsidiary,  NCT Audio  Products,
  Inc. ("NCT Audio"),  to acquire three companies in the audio business;  (ii) the
  Company's  plans to  establish  NCT Audio as a  separately  capitalized  company
  through either public or private  funding;  and (iii) the  appointment of Robert
  Pothier  as  President  of NCT  Audio.  The  Company  also  announced  that upon
  successful  completion of the  independent  financing of NCT Audio,  the Company
  intends to pursue a similar  strategy for each of its other business units.  The
  full text of this press release is included herewith as Exhibit 99(a).
  
  
  
  
  
  <PAGE>
  
  Item 7.  Exhibits
  
                                                         Sequential
  Exhibit No.       Description                             Page
  
  99(a)             Press Release of June 9, 1998             6
  
  
  
  
  
  
  <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:  June 10, 1998
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 2751}]
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": "98645707"}, "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):  June 9, 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
  
        On June 9, 1998,  the Company issued a press release  announcing:  (i) the
  signing of letters of intent by the Company's  subsidiary,  NCT Audio  Products,
  Inc. ("NCT Audio"),  to acquire three companies in the audio business;  (ii) the
  Company's  plans to  establish  NCT Audio as a  separately  capitalized  company
  through either public or private  funding;  and (iii) the  appointment of Robert
  Pothier  as  President  of NCT  Audio.  The  Company  also  announced  that upon
  successful  completion of the  independent  financing of NCT Audio,  the Company
  intends to pursue a similar  strategy for each of its other business units.  The
  full text of this press release is included herewith as Exhibit 99(a).
  Item 7.  Exhibits
  
                                                         Sequential
  Exhibit No.       Description                             Page
  
  99(a)             Press Release of June 9, 1998             6
  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:  June 10, 1998