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                                                     SEC FILE NUMBER
                                                          0-13839
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                                                       CUSIP NUMBER
                                                        124769 20 9
                                            ------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25


                           NOTIFICATION OF LATE FILING

(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q
             [_] Form 10D [_] Form N-SAR [_] Form N-CSR

For Period Ended: December 31, 2008
                  -----------------

[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR

For the Transition Period Ended:________________________


     NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.

     If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: -----------------------


                                     PART I
                             REGISTRANT INFORMATION


CAS Medical Systems, Inc.
-------------------------
Full Name of Registrant

---------------------
Former Name if Applicable

44 East Industrial Road
-----------------------
Address of Principal Executive Office (STREET AND NUMBER)

Branford, Connecticut 06405
---------------------------
City, State and Zip Code


                                     PART II
                             RULE 12-B25(B) AND (C)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

          (a)     The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or
                  expense;
          (b)     The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
                  N-CSR, or portion thereof, will be filed on or before the
  [X]             fifteenth calendar day following the prescribed due date; or
                  the subject quarterly report or transition report on Form 10-Q
                  or subject distribution report on Form 10-D, or portion
                  thereof, will be filed on or before the fifth calendar day
                  following the prescribed due date; and
          (c)     The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.

                                    PART III
                                    NARRATIVE

     State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

     CAS Medical Systems, Inc. requires additional time to complete the
procedures required to finalize and file its Form 10-K.

                                     PART IV
                                OTHER INFORMATION

     (1) Name and telephone number of person to contact in regard to this
notification

      Jeffery A. Baird                (203)               488-6056
      ----------------                -----               --------
          (Name)                   (Area Code)       (Telephone Number)

     (2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                                                                [X] Yes  [_] No

     (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                                [_] Yes  [X]  No

     If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.


                            CAS Medical Systems, Inc.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.




                                       By:   /s/ Jeffery A. Baird
                                           -------------------------------------
                                       Name: Jeffery A. Baird
                                       Title: Chief Financial Officer


Date:  March 31, 2009