<PAGE>   1
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                Amendment No. 2
                                       to
                                  Form 10-KSB

X    Annual report under Section 13 or 15(d) of the Securities Exchange Act of
     1934 (Fee required) For the fiscal year ended June 30, 1997.
__ Transition report under Section 13 or 15(d) of the Securities Exchange Act of
1934 (No fee required) 

For the transition period from _______ to _______
Commission file number 000-22996

                              GILMAN & CIOCIA, INC.
                 (Name of small business issuer in its charter)

          Delaware                                          11-2587324
(State or jurisdiction                                      (I.R.S. Employer
of incorporation or organization)                           Identification No.)

475 Northern Boulevard, Great Neck, NY                      11021
(Address of principal executive offices)                    (Zip Code)

                                 (516) 482-4860
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

Securities registered under Section 12(g) of the Act:
         Title of each class                            Name of each exchange
                                                        on which registered
Common Stock, par value
     $.01 Per share                                     N/A

Redeemable Warrants to purchase
Common Stock                                            N/A


         Check whether the issuer: (1) filed reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days. Yes X No ____

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X

         State issuer's revenues for its most recent fiscal year. $19,071,889

         The aggregate market value of the voting stock held by non-affiliates
as of September 30, 1997 was $15,128,289 based on a sale price of $5.0625.

         State the number of shares outstanding of each class of the issuer's
classes of common equity, as of the latest practicable date. As of March 31,
1998, 5,606,913 shares of the issuer's common equity were outstanding.

         Transitional Small Business Disclosure Format (check one): Yes__ No X




<PAGE>   2
                                      INDEX


<TABLE>
<CAPTION>
                                                                      Page
                                                                      ----
<S>                                                                 <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                F-3

FINANCIAL STATEMENTS:
    Consolidated Balance Sheet                                          F-4
    Consolidated Statements of Income                                   F-5
    Consolidated Statements of Stockholders' Equity                     F-6
    Consolidated Statements of Cash Flows                            F-7 - F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           F-9 - F-20
</TABLE>
<PAGE>   3
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To the Board of Directors and Stockholders of
Gilman & Ciocia, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Gilman & Ciocia,
Inc. and subsidiaries as of June 30, 1997 and 1996, and the related consolidated
statements of income, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Gilman & Ciocia Inc. and
subsidiaries as of June 30, 1997 and 1996 and the results of their operations
and their cash flows for the years then ended in conformity with generally
accepted accounting principles.



/s/ Arthur Andersen, LLP
New York, New York
April 3, 1998

                                      F-3
<PAGE>   4
                      GILMAN & CIOCIA, INC. & SUBSIDIARIES


                           CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 1997




                                                ASSETS

<TABLE>
<CAPTION>
<S>                                                                                              <C>
CURRENT ASSETS:
    Cash                                                                                          $   2,920,489
    Marketable securities                                                                                49,658
    Accounts receivable, net of allowance
       for doubtful accounts of $87,500                                                               1,109,535
    Receivables from related parties, current portion                                                   373,039
    Prepaid expenses and other current assets                                                           451,968
                                                                                                  -------------
                 Total current assets                                                                 4,904,689

PROPERTY AND EQUIPMENT, net                                                                           1,679,106

Intangible assets, net of accumulated amortization of $468,249                                        1,147,297
Advances and notes receivable from financial planners, net of current portion                           169,239
Receivables from related parties, net of current portion                                                447,806
Deferred tax assets                                                                                      27,899
Other assets                                                                                            649,540
                                                                                                  -------------
                 Total assets                                                                     $   9,025,576
                                                                                                  =============

                               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Short-term borrowings                                                                         $     899,487
    Accounts payable                                                                                    168,210
    Accrued expenses and other current liabilities                                                      318,690
    Income taxes payable                                                                                 68,200
                                                                                                  -------------
                 Total current liabilities                                                            1,454,587
                                                                                                  -------------
LONG-TERM LIABILITIES:
    Long-term borrowings                                                                                552,000
                                                                                                  -------------
COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS' EQUITY:
    Preferred stock - $.001 par value - shares authorized
       100,000; none issued and outstanding                                                                   -
    Common stock - $.01 par value - shares authorized
       9,000,000; issued and outstanding 5,578,913                                                       55,789
    Paid-in capital                                                                                   6,231,555
    Retained earnings                                                                                 1,593,369
    Less- Treasury Stock, at cost; 157,433 shares                                                      (638,556)
                                                                                                  -------------
                                                                                                      7,242,157
    Stock subscriptions and accrued interest receivable                                                (223,168)
                                                                                                  -------------
                 Total stockholders' equity                                                           7,018,989
                                                                                                  -------------
                 Total liabilities and stockholders' equity                                       $   9,025,576
                                                                                                  =============
</TABLE>

   The accompanying notes are an integral part of this consolidated statement.

                                      F-4
<PAGE>   5
                     GILMAN & CIOCIA, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                   FOR THE YEARS ENDED JUNE 30, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                 1997                 1996
                                                                 ----                 ----
<S>                                                          <C>                  <C>
REVENUES:
    Tax preparation fees                                     $  9,921,967         $  8,147,986
    Financial planning commissions                              6,961,602            5,671,905
    Direct mail services                                        2,188,320            2,689,786
                                                             ------------         ------------
                 Total revenues                                19,071,889           16,509,677
                                                             ------------         ------------

OPERATING EXPENSES:
    Salaries and commissions                                    7,581,136            6,690,091
    General and administrative expenses                         3,572,901            3,054,568
    Advertising                                                 2,819,941            2,585,125
    Direct mail costs                                           1,136,347            1,682,108
    Rent                                                        1,884,768            1,502,788
    Depreciation and amortization                                 785,922              525,468
    Reimbursement of financial planning expenses                     --               (125,000)
                                                             ------------         ------------
                 Total operating expenses                      17,781,015           15,915,148
                                                             ------------         ------------
                 Operating income                               1,290,874              594,529
                                                             ------------         ------------

OTHER INCOME (EXPENSES):
    Income from investment in partnership                          73,127              198,165
    Interest income                                                77,162               91,435
    Interest expense                                             (201,534)            (107,111)
    Rental income                                                  16,557               19,180
    Realized gain on sale of marketable securities                  6,580               91,175
    Unrealized gain on marketable securities                        6,828                 --
                                                             ------------         ------------
                 Total other income (expense)                     (21,280)             292,844
                                                             ------------         ------------

INCOME BEFORE PROVISION FOR INCOME TAXES                        1,269,594              887,373

PROVISION FOR INCOME TAXES                                        393,600              352,647
                                                             ------------         ------------
                 Net income                                  $    875,994         $    534,726
                                                             ============         ============

NET INCOME PER SHARE:
       Basic                                                 $        .16         $        .10
       Diluted                                               $        .16         $        .09
                                                             ============         ============

WEIGHTED AVERAGE SHARES:
       Basic                                                    5,479,611            5,606,804
       Diluted                                                  5,572,854            6,168,870
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.

                                      F-5
<PAGE>   6
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                   FOR THE YEARS ENDED JUNE 30, 1997 AND 1996




<TABLE>
<CAPTION>
                                                                                                                        Stock
                                                                                                                    Subscriptions
                                                                                                                         and     
                                                       Common Stock              Additional           Retained     Accrued Interest
                                                  Shares           Amount      Paid-in Capital        Earnings         Receivable  
                                                  ------           ------      ---------------        --------         ----------  
<S>                                            <C>              <C>           <C>                  <C>            <C>
BALANCE, July 1, 1995                           5,634,864        $ 56,348        $ 5,815,194        $   660,838        $(773,980)  
                                                                                                                                   
    Purchase of treasury stock                       --              --                 --                 --             67,590   
    Retirement of treasury stock                 (127,558)         (1,276)              --             (478,189)            --     
    Issuance of common stock                       26,307             263             53,063               --               --     
    Exercise of stock options                      10,000             100             23,100               --               --     
    Compensation recognized in connection                                                                                          
       with the issuance of stock options            --              --              232,782               --               --     
    Repayments of stock subscriptions                --              --                 --                 --            310,809   
    Issuance of stock subscriptions                 6,969              70             39,930               --            (40,000)  
    Accrued interest income                          --              --                 --                 --            (22,433)  
    Accrued tax benefit related to exercise                                                                                        
       of common stock options                       --              --               20,006               --               --     
    Net income                                       --              --                 --              534,726             --     
                                               ----------        --------        -----------        -----------        ---------   
                                                                                                                                   
BALANCE, June 30, 1996                          5,550,582        $ 55,505        $ 6,184,075        $   717,375        $(458,014)  
                                                                                                                                   
    Purchase of treasury stock                       --              --                 --                 --               --     
    Reissuance of treasury stock                     --              --              (53,093)              --               --     
    Issuance of common stock                       28,331             284            100,573               --               --     
    Repayments of stock subscriptions                --              --                 --                 --            261,954   
    Accrued interest income                          --              --                 --                 --            (27,108)  
    Net income                                       --              --                 --              875,994             --     
                                               ----------        --------        -----------        -----------        ---------   
                                                                                                                                   
BALANCE, June 30, 1997                          5,578,913        $ 55,789        $ 6,231,555        $ 1,593,369        $(223,168)  
                                               ==========        ========        ===========        ===========        =========   
</TABLE>




                                               
                                               
<TABLE>
<CAPTION>
                                                                                 Total
                                                  Treasury Stock              Stockholder's
                                                Shares          Amount            Equity
                                                ------          ------            ------
<S>                                          <C>            <C>              <C>
BALANCE, July 1, 1995                           116,964        $(411,875)       $ 5,346,525
                                                                              
    Purchase of treasury stock                   10,594          (67,590)              --
    Retirement of treasury stock               (127,558)         479,465               --
    Issuance of common stock                       --               --               53,326
    Exercise of stock options                      --               --               23,200
    Compensation recognized in connection                                     
       with the issuance of stock options          --               --              232,782
    Repayments of stock subscriptions              --               --              310,809
    Issuance of stock subscriptions                --               --                 --
    Accrued interest income                        --               --              (22,433)
    Accrued tax benefit related to exercise                                   
       of common stock options                     --               --               20,006
    Net income                                     --               --              534,726
                                               --------        ---------        -----------
                                                                              
BALANCE, June 30, 1996                             --          $    --            6,498,941
                                                                              
    Purchase of treasury stock                  175,900         (733,200)          (733,200)
    Reissuance of treasury stock                (18,467)          94,644             41,551
    Issuance of common stock                       --               --              100,857
    Repayments of stock subscriptions              --               --              261,954
    Accrued interest income                        --               --              (27,108)
    Net income                                     --               --              875,994
                                               --------        ---------        -----------
                                                                              
BALANCE, June 30, 1997                          157,433        $(638,556)       $ 7,018,989
                                               ========        =========        ===========
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                      F-6
<PAGE>   7
                     GILMAN & CIOCIA, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   FOR THE YEARS ENDED JUNE 30, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                            1997                1996
                                                                            ----                ----
<S>                                                                     <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                          $   875,994         $   534,726
    Adjustments to reconcile net income to net cash
       provided by operating activities:
       Compensation expense recognized in connection                         41,551             232,782
          with the reissuance of treasury stock and the issuance
          of stock options
       Depreciation and amortization                                        785,922             525,468
       Income from investment in partnership                                (73,127)           (198,165)
       Deferred tax provision (benefit)                                     105,686            (133,585)
       Compensation expense recognized in connection                           --               123,899
          with the forgiveness of officers' loans
       Gain on sale of marketable securities                                 (6,580)            (91,175)
       Compensation expense recognized in connection                        235,013              79,851
          with amortization of advances to financial planners
       Provisions for doubtful accounts                                      41,526              99,175
       Interest on stock subscriptions                                      (27,108)            (22,433)
       Gain on disposal of property and equipment                              --                (9,000)
       Unrealized gain on marketable securities                              (6,828)               --
       (Increase) decrease in:
          Proceeds from sale of marketable securities                        32,580           2,186,925
          Accounts receivable                                              (174,375)           (441,136)
          Advances to financial planners                                    (78,214)           (653,768)
          Security deposits                                                 (16,872)           (100,486)
          Prepaid expenses and other current assets                        (115,009)             26,786
          Accounts payable, accrued expenses and other                     (109,312)            461,998
              current liabilities
          Income taxes payable                                                5,598                --
                                                                        -----------         -----------
                 Net cash provided by operating activities                1,516,445           2,621,862
                                                                        -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                   (592,362)           (900,385)
    Acquisition of intangible assets                                       (487,442)           (730,076)
    Investments                                                            (150,000)           (448,360)
    Proceeds from sales of investments                                      378,009                --
    Proceeds from related party transactions                                398,545             152,655
    Payments to related parties                                            (676,250)           (494,220)
                                                                        -----------         -----------
                 Net cash (used in) investing activities                $(1,129,500)        $(2,420,386)
                                                                        ===========         ===========
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                      F-7
<PAGE>   8
                     GILMAN & CIOCIA, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   FOR THE YEARS ENDED JUNE 30, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                                    1997                1996
                                                                                    ----                ----
<S>                                                                              <C>                 <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
    Acquisition of treasury stock                                                $  (733,200)        $      --
    Proceeds from bank and other loans                                             3,602,000           2,297,222
    Payments of bank and other loans                                              (2,859,262)         (2,000,000)
    Proceeds from sale of common stock                                               100,857              76,526
       and exercise of stock options
    Proceeds from stock subscriptions                                                261,954             310,809
    Incurrence of deferred registration costs                                        (60,600)               --
                                                                                 -----------         -----------
                 Net cash provided by financing activities                           311,749             684,557
                                                                                 -----------         -----------
                 Net increase in cash                                                698,694             886,033

CASH, beginning of year                                                            2,221,795           1,335,762
                                                                                 -----------         -----------

CASH, end of year                                                                $ 2,920,489         $ 2,221,795
                                                                                 ===========         ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
    Cash paid during the year for-
       Interest                                                                  $   196,405         $   107,184
       Income taxes                                                                  439,724             449,276
    Noncash transactions-
       Liquidation of investment in partnership into                                  68,830                --
          marketable securities
       Reissuance of treasury stock at fair value                                     94,644                --
       Issuance of common stock in exchange for stock subscriptions
         receivable                                                                     --                40,000
       Acquisition of treasury stock and write-off of stock subscriptions               --                67,590
          receivable
       Retirement of all outstanding treasury stock                                     --               479,465
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                      F-8
<PAGE>   9
                     GILMAN & CIOCIA, INC. AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 1997




1.  ORGANIZATION AND
    NATURE OF BUSINESS

Business

Gilman & Ciocia, Inc. and subsidiaries (the "Company"), which is incorporated in
Delaware, provides income tax preparation and financial planning services to
individuals and businesses as well as direct mail services through its
Progressive Mailing Services ("Progressive") division. The Company has three
wholly owned subsidiaries, two of which are inactive. The active subsidiary, JT
Securities, Inc. ("JT"), is a registered broker-dealer and investment advisor,
pursuant to the provisions of the Securities Exchange Act of 1934 and the
Investment Advisors Act of 1940.

2.  SUMMARY OF SIGNIFICANT
    ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of all majority-owned
subsidiaries. All significant intercompany transactions have been eliminated.

The Company's investments in 20% to 50% owned companies in which it has the
ability to exercise significant influence over operating and financial policies
are accounted for on the equity method. Accordingly, the Company's share of the
earnings of these companies is included in consolidated net income.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

Marketable Securities

The Company has classified its short-term investments in debt instruments as
trading securities which are reported at fair value with unrealized gains and
losses included in earnings.

                                      F-9
<PAGE>   10
Advances to Financial Planners

The Company entered into agreements with independent financial planners
("Planners"), which require the Planners to become captive agents of the
Company. In connection therewith, the Company advanced funds to financial
planners. The agreements require the advances to be forgiven over three years as
long as the Planners remain with the Company. As such, all advances are
amortized on a straight-line basis over three years.

Property and Equipment

Property and equipment are carried at cost. Depreciation and amortization are
determined using straight-line or accelerated methods over the estimated useful
lives of the assets or, for leasehold improvements, over the lease terms, which
range from one to seven years.

Intangible Assets

Intangible assets represent the costs of $1,615,546 to acquire lists of customer
accounts and related covenants not to compete. Amortization is computed on a
straight-line basis over a period of five years and amounted to $274,613 and
$190,817 for the years ended June 30, 1997 and 1996, respectively.

The Company's operational policy for the assessment and measurement of any
impairment in the value of the intangible assets acquired which is other than
temporary is to evaluate the recoverability and remaining life of the intangible
assets and determine whether the intangible assets should be completely or
partially written-off or the amortization period accelerated. The Company will
recognize an impairment in the value of the intangible assets if the estimated
future operating cash flows of the relevant assets acquired are determined to be
less than their carrying amount. If the Company determines that impairment has
occurred, the measurement of the impairment will be equal to the excess of the
carrying amount of the intangible assets over the amount of the undiscounted
estimated operating cash flows.

During fiscal 1997 and 1996, the Company acquired customer lists and entered
into non-competition agreements for approximately $487,000 and $730,000,
respectively.

Impairment of Long-Lived Assets

During March 1995, the Financial Accounting Standards Board issued SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of." The Statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that full recoverability is questionable. Management
evaluates the recoverability of its intangible assets and other long-lived
assets and several factors are used in the valuation including, but not limited
to, management's plans for future operations, recent operating results and
projected cash flows. The Company adopted SFAS No. 121 in fiscal 1997, the
adoption of which did not have any effect on the results of operations or
financial condition.

Deferred Rent

Certain of the Company's lease agreements provide for scheduled rent increases
during the lease term or for rental payments commencing at a date other than
initial occupancy. Provision has 

                                      F-10
<PAGE>   11
been made for the excess of operating lease rental expense, computed on a
straight-line basis over the lease term, over cash rentals paid.

Revenue Recognition

The Company recognizes all revenues upon completion of the services associated
with income tax preparation and direct mail services. Securities transactions
and related commission revenue and expenses are recognized on a trade date
basis.

JT utilizes financial planners who enter into commission sharing agreements with
the Company pursuant to arrangements under which the Company receives a portion
of the commission revenues generated by these individuals in exchange for
providing client referrals, office space, and clerical and secretarial support.
The portion of the commission revenues received by the Company averages
approximately 47%.
                               
Advertising

The cost of advertising is expensed as incurred.

Reimbursement of Financial Planning Expenses
Based on an employment agreement between the Company and one of its managers,
the manager was required to reimburse the Company for certain expenses incurred
on behalf of the Company should he fail to achieve certain gross revenue
criteria. Based on these criteria, the Company was entitled to be reimbursed for
$125,000 of these expenses in fiscal 1996. The Company offset the manager's
earnings by this amount in fiscal 1997.

Income Taxes

Income taxes have been provided using the liability method in accordance with
SFAS No. 109 "Accounting for Income Taxes." Under SFAS 109, deferred tax assets
and liabilities are determined based on differences between the financial
reporting and tax basis of assets and liabilities and are measured by applying
estimated tax rates and laws to taxable years in which such differences are
expected to reverse.

Stock-based Compensation

Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock Based Compensation," encourages, but does not require companies to record
compensation cost for stock-based employee compensation plans at fair value. The
Company has chosen to continue to account for stock-based compensation awards to
employees using the intrinsic value method prescribed in Accounting Principles
Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees," and
related Interpretations. Accordingly, compensation cost for stock options
awarded to key employees and directors is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of grant over the amount
an employee or director must pay to acquire the stock.

As required, the Company has adopted SFAS No. 123 to account for stock-based
compensation awards to outside consultants. Accordingly, compensation costs for
stock option awards granted to outside consultants is measured at the date of
grant based on the fair value of the award using the Black-Scholes option
pricing model. (Note 9).


                                      F-11
<PAGE>   12

Fair Value of Financial Instruments

The carrying amounts of financial instruments, including cash, marketable
securities, accounts receivable, notes receivable, accounts payable and
borrowings, approximated fair value as of June 30, 1997, because of the
relatively short-term maturity of these instruments and their market interest
rates.

Net Income Per Share

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share." This
statement establishes new standards for computing and presenting earnings per
share (EPS), replacing the presentation of primary EPS with a presentation of
basic EPS. For entities with complex capital structures, the statement requires
the dual presentation of both basic EPS and diluted EPS on the face of the
statement of operations. Under this new standard, basic EPS is computed based on
weighted average shares outstanding and excludes any potential dilution. Diluted
EPS reflects potential dilution from the exercise or conversion of securities
into common stock or from other contracts to issue common stock. SFAS 128 is
effective for financial statements issued for periods ending after December 15,
1997.

A reconciliation between the numerators and denominators of the basic and
diluted EPS computations for net earnings is as follows:

<TABLE>
<CAPTION>

                             Year Ended June 30, 1997                 Year Ended June 30, 1996
                             ------------------------                 ------------------------
                                                   Per Share                                 Per Share
                       Net Income       Shares      Amounts      Net Income       Shares      Amounts
                       ----------       ------     ---------     ----------       ------     ---------
<S>                     <C>           <C>          <C>          <C>             <C>          <C>
Basic EPS               $ 875,994     5,479,611    $   0.16     $   534,726     5,606,804    $   0.10
Dilutive Stock 
  options & warrants                     93,243                                   562,066
                                         ------                                   -------
Dilutive EPS            $ 875,994     5,572,854    $   0.16     $   534,726     6,168,870    $   0.09
                                      =========                                 =========
</TABLE>
       

The potentially dilutive shares that were not included in the computation of
diluted earnings per share because to do so would be antidilutive consist of
stock options and warrants as follows:

                                                              Options/Warrants
                                                              ----------------
                        Year Ended June 30, 1997                 2,026,277
                        Year Ended June 30, 1996                 2,282,277

3.  RECEIVABLES FROM RELATED PARTIES

<TABLE>
<CAPTION>
<S>                                                                                                 <C>
       Notes receivable from officers/stockholders of the Company that are due
           in aggregate bi-weekly installments of $2,295 (including interest at
           7% per annum) commencing October 3, 1997 through June 30, 2000.
                                                                                                     $350,000
                                                                                                     
       Notes receivable of $52,250 and $100,000 from independent contractors/stockholders of          152,250
           the Company due on December 18, 1997 and June 19, 1999, respectively.  Interest           
           is charged at 9% and 6% per annum, respectively.                                          
                                                                                                     
       Receivable from stockholder of the Company, due in bi-weekly installments of $3,156           
           through June 15, 1999.                                                                     147,362
                                                                                                     
       Note receivable from stockholder of the Company due on October 9, 1997.  Interest is          
           charged at 8% per annum.                                                                   113,989
                                                                                                     
       Other                                                                                           57,244
                                                                                                     --------
                                                                                                      820,845
       Less-  Current portion                                                                         373,039
                                                                                                     --------
                                                                                                     $447,806
                                                                                                     ========
</TABLE>

                                      F-12
<PAGE>   13
For the years ended June 30, 1997 and 1996, interest income from these
receivables was approximately $10,000 and $13,000, respectively.

4.  ADVANCES AND NOTES RECEIVABLE-
    FINANCIAL PLANNERS

Advances and notes receivable - financial planners consist of the following:

<TABLE>
<CAPTION>
<S>                                                                                            <C>       
       Unamortized portion of non-interest bearing advances                                    $  287,232
           to financial planners.

       Notes receivable from financial planner due December 4, 1998.  Interest
           is charged at 6% per annum.                                                             57,500
                                                                                               ----------
                                                                                                  344,732
       Less- Current portion                                                                      175,493
                                                                                               ----------
                                                                                               $  169,239
                                                                                               ==========
</TABLE>

5.  PROPERTY AND EQUIPMENT

Major classes of property and equipment consist of the following:

<TABLE>
<CAPTION>
<S>                                                                                            <C>       
       Buildings                                                                               $  402,367
       Equipment                                                                                2,038,237
       Furniture and fixtures                                                                     367,484
       Leasehold improvements                                                                     183,415
                                                                                               ----------
                                                                                                2,991,503
       Less- Accumulated depreciation and amortization                                          1,312,397
                                                                                               ----------
                                                                                               $1,679,106
                                                                                               ==========
</TABLE>

For the years ended June 30, 1997 and 1996, depreciation and amortization
expense from property and equipment was approximately $394,000 and $321,000,
respectively.

6.  OTHER ASSETS

Other assets consist of the following:

<TABLE>
<CAPTION>
<S>                                                                                           <C>       
       Investment in ATM Partners, LP (Note 10)                                                $  271,870
       Security deposits                                                                          226,724
       Other assets                                                                               150,946
                                                                                               ----------
                                                                                               $  649,540
                                                                                               ==========
</TABLE>

7.  BANK DEBT

Bank debt consists of the following:

<TABLE>
<CAPTION>
<S>                                                                                            <C>       
       Bank line of credit                                                                     $  500,000
       Term loan                                                                                  833,333
       Notes payable - other                                                                      118,154
                                                                                               ----------
                                                                                                1,451,487
       Less-  Short-term borrowings                                                               899,487
                                                                                               ----------
                                                                                               $  552,000
                                                                                               ==========
</TABLE>

                                      F-13
<PAGE>   14
The Company has a bank line of credit which provides for borrowings up to a
maximum amount of $2,500,000 and expires on October 31, 1997. The line of credit
is guaranteed by the four principal stockholders of the Company. At June 30,
1997, the Company had borrowings of $500,000 outstanding under this line of
credit. Interest is charged at the prime rate (8.5% at June 30, 1997) plus 1.5%.

The Company also has a $1,000,000 term loan with the bank which requires monthly
payments of $27,778 plus interest at the prime rate (8.5% at June 30, 1997) plus
1.75% through December 17, 1999. The loan is collateralized by all of the
Company's assets. At June 30, 1997, the Company's outstanding balance under this
loan was $833,333.

8.  COMMITMENTS AND CONTINGENCIES

Leases

The Company is obligated under various noncancelable lease agreements for the
rental of office space and equipment through 2002. The lease agreements for
office space contain escalation clauses based principally upon real estate
taxes, building maintenance and utility costs. The following is a schedule by
year of future minimum rental payments required under operating leases:

<TABLE>
<CAPTION>
<S>                                <C>                       <C>           
                                   1998                      $    1,512,988
                                   1999                           1,059,640
                                   2000                             723,293
                                   2001                             415,111
                                   2002                             129,104
                                                             --------------
                                                             $    3,840,136
                                                             ==============
</TABLE>

Professional Liability or Malpractice Insurance

The Company does not maintain any professional liability or malpractice
insurance policy. Although the Company believes it complies with all applicable
laws and regulations, no assurance can be given that the Company will not be
subject to professional liability or malpractice suits.

Clearing Agreements

All securities transactions are introduced and cleared on a fully disclosed
basis through a correspondent broker that is a member of the New York Stock
Exchange, Inc. (the "Broker") pursuant to a clearing agreement (the
"Agreement"). The Agreement states that JT will assume customer obligations
should a customer of JT default. At June 30, 1997, approximately $25,000 of cash
is held as a deposit requirement by the Broker.

Net Capital Requirements

JT is subject to the SEC's Uniform Net Capital Rule 15c 3-1, which requires the
maintenance of minimum regulatory net capital and requires that the ratio of
aggregate indebtedness to net capital, both as defined, shall not exceed 15 to
1. At June 30, 1997, JT had net capital of $2,007,331, which was $1,982,331 in
excess of its required net capital of $25,000.

                                      F-14
<PAGE>   15
Financial Instruments with
Off-Balance Sheet Risk

In the normal course of business, JT executes, as an agent, transactions on
behalf of customers. If the agency transactions do not settle because of failure
to perform by either the customer or the counterparties, JT may be obligated to
discharge the obligation of the nonperforming party and, as a result, may incur
a loss if the market value of the security is different from the contract amount
of the transactions.

JT does not anticipate nonperformance by customers or counterparties in the
above situation. JT's policy is to monitor its market exposure and counterparty
risk. In addition, JT has a policy of reviewing, as considered necessary, the
credit standing of each counterparty and customer with which it conducts
business.

9.  STOCKHOLDERS' EQUITY

Warrants

The Company has 507,926 and 50,783 warrants outstanding pertaining to those
issued to the public and the underwriter, respectively, in connection with the
Initial Public Offering in 1994. Each warrant issued to the public grants the
holder the right to purchase one share of common stock at an exercise price of
$4.67 and expires in September 1998. For an exercise price of $8.40 per warrant,
each of the warrants issued to the underwriter gives the holder two shares of
common stock and a warrant to purchase another share of common stock at an
exercise price of $4.67 and expires in September 1999.
        
Stock Option Agreements
and Stock Option Plan

The Company has granted stock options to employees, directors and consultants
pursuant to individual agreements or to its incentive and non-qualified stock
option plan.

In September 1993, the Company's Board of Directors and Stockholders adopted the
Company's Joint Incentive and NonQualified Stock Option Plan (the "Option
Plan"). The Option Plan provides for the granting, at the discretion of the
Board of Directors, of: (i) options that are intended to qualify as incentive
stock options, within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, to employees and (ii) options not intended to so qualify to
employees, officers and directors. The total number of shares of common stock
for which options may be granted under the Option Plan is 816,000 shares. The
number of shares granted, prices, terms of exercise, and expiration dates are
determined by the Board of Directors. The Plan will terminate in September 2003.
At June 30, 1997, 420,002 options have been granted and are outstanding under 
the Option Plan.

The Company charged earnings for compensation expense of $232,782, for the year
ended June 30, 1996, in connection with the issuance of stock options. There
were no compensatory stock options issued during fiscal 1997.

                                      F-15
<PAGE>   16
The table below summarizes plan and nonplan stock option activity for the past
two years:

<TABLE>
<CAPTION>
                                                                   Number of      Weighted Average
                                                                     Shares        Exercise Price
                                                                     ------        --------------
<S>                                                               <C>             <C>
            Outstanding, July 1, 1995                                1,110,002          $3.48
                                                                  
                Granted                                                355,000           4.43
                Exercised                                              (10,000)          2.00
                Canceled                                               (63,000)          3.50
                                                                     ---------
                                                                  
            Outstanding, June 30, 1996                               1,392,002           3.89
                                                                  
                Granted                                                273,000           2.70
                Canceled                                              (299,000)          4.21
                                                                     ---------
                                                                  
            Outstanding, June 30, 1997                               1,366,002           3.59
                                                                     =========
                                                                  
            Exercisable, June 30, 1997                               1,093,002           3.81
                                                                     =========
</TABLE>

The weighted average grant date fair value of options granted during the year
ended June 30, 1997 is $.16 per option.
                                                                  
Options outstanding and exercisable at June 30, 1997 and related weighted
average exercise price and life information follows:

<TABLE>
<CAPTION>
       Fiscal Year                 Options Outstanding             Options Exercisable          Remaining
       Grant Date                  Shares         Price          Shares          Price        Life (Years)
       ----------                  ------         -----          ------          -----        ------------
<S>                              <C>             <C>            <C>             <C>           <C>
          1994                    420,002         $2.95          420,009         $2.95              1
          1995                    405,000          3.34          405,000          3.34              6
          1996                    268,000          4.88          268,000          4.88              3
          1997                    273,000          2.70                -             -              4
</TABLE>

The Company has adopted the disclosure-only provision of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation."
Accordingly, no compensation cost has been recognized for the employee stock
options. Had compensation cost for the Company's employee stock options been
determined based on the fair value at the grant date for options granted in
fiscal years 1997 and 1996 consistent with the provisions of SFAS No. 123, the
Company's net income and earnings per share would have been reduced to the pro
forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                 1997            1996
                                                                 ----            ----
<S>                                                              <C>            <C>
                    Net income, as reported                      $875,994       $534,726

                    Net income, pro forma                         832,418        101,098

                    Earnings per share, as reported                   .16            .10

                    Earnings per share, pro forma                     .15            .02
</TABLE>

                                      F-16
<PAGE>   17
The pro forma effect on net income for fiscal years 1997 and 1996 does not take
into consideration pro forma compensation expense related to grants made prior
to fiscal year 1996.

The fair value of options at date of grant was estimated using the Black-Scholes
model with the following weighted average assumptions:

<TABLE>
<CAPTION>
<S>                         <C>                                            <C>
                            Expected life (years)                             3
                            Interest rate                                  7.00%
                            Volatility                                     61.9%
                            Dividend yield                                    0%
</TABLE>

On May 19, 1997, the Company adopted the Company's 1997 Common Stock and
Incentive and Non-Qualified Stock Option Plan of Gilman & Ciocia, Inc. (the
"1997 Plan"), pursuant to which the Company may grant options to purchase up to
an aggregate of 300,000 shares. Such options may be intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended ("Incentive Options"), or they may be intended
not to qualify under such Section ("Non-Qualified Options"). No Incentive
Options will be issued pursuant to the 1997 Plan until such 1997 Plan is
approved by the shareholders of the Company.                                   

Treasury Stock

During fiscal 1995, the Board of Directors resolved to accept 85,930 and 11,034
shares, respectively, of the Company's common stock from four officers in lieu
of repayment of certain loans due to the Company. The shares were valued at the
approximate fair market value of $3.50 per share for an aggregate value of
$339,375. Of the 96,964 shares, 85,930 were returned to treasury stock on August
23, 1995. The remaining 11,034 shares were returned to treasury stock on
September 22, 1995.

During fiscal 1996, the Board of Directors of the Company resolved to cancel and
return all existing shares of the Company's treasury stock to authorized and
unissued shares of common stock.

During fiscal 1997, the Company acquired 175,900 shares of its common stock for
an aggregate cost of $733,200 and reissued 18,467 of these shares to employees
and consultants. The reissuance gave rise to the recognition of compensation
expense in the amount of $41,551 representing the excess of the fair value of
these shares at reissuance over their cost.

Stock Subscriptions and
Accrued Interest Receivable

Stock subscriptions receivable of $223,168 bear interest at a rate of 9% per
annum. For the years ended June 30, 1997 and 1996, the Company recognized
interest income of $27,108 and $35,879, respectively. At June 30, 1997 accrued
interest receivable was $23,518.

The Company is holding in escrow all of the shares of its common stock related
to the stock subscriptions receivable. The shares will be released when the
stock subscriptions receivables are collected.

The following is a schedule by year of principal payments to be received:

<TABLE>
<CAPTION>
                            Year ending June 30:
<S>                         <C>                               <C>
                                1998                           $ 90,013
                                1999                             64,387
                                2000                             45,250
                                                               --------
                                                               $199,650
                                                               ========
</TABLE>

                                      F-17
<PAGE>   18
10.  RELATED PARTY TRANSACTIONS

Investment in ATM Partners, L.P.

In July, 1995, the Company, together with one of its officers and five
individuals who are relatives of the officers of the Company formed ATM
Partners, LP (the "Partnership"). At June 30, 1997 and 1996, the Company had
approximately 41% and 35%, respectively, interest in the Partnership and
recognized income of approximately $73,000 and $198,000 respectively from the
Partnership for the years then ended. Such Partnership began liquidating its
investment and distributing its assets to its partners in the Company's 1997
fiscal year, and the Company expects that the investment of the Partnership will
be fully liquidated during the Company's 1998 fiscal year.

Commissions Earned by Officers

The Company's principal officers/stockholders act as registered representatives
of the Broker and authorized agents of insurance carriers. During fiscal 1997
and 1996, these individuals earned commissions of approximately $302,000
and $402,000 respectively, from sales of securities and insurance products.

Sale of Options by Officers/Stockholders

In November 1995, five executive officers sold options to purchase a total of
65,000 shares of the Company's common stock for $2.50 per option to Rummco, Ltd.
("Rummco"), a Cayman Islands company. In connection with such sale, the Company
agreed to consent to such sale. These options to purchase shares of common stock
were subsequently sold to Rozel International Holding. Ltd. ("Rozel") for $4.50
per option, in an agreement dated June 10, 1996. Both Rummco and Rozel are
independent of the Company.

Forgiveness of Indebtedness
of Officers/Stockholders

The four principal stockholders/officers were indebted to the Company under
demand loans totaling $123,899. The loans were converted to notes receivable
upon the Company's demand for repayment in March 1996, and then subsequently
forgiven and charged to compensation.

11.  SEGMENTS OF BUSINESS

The Company is a provider of income tax preparation and financial planing
services to individuals and business in various states across the country.
Direct mail services are provided primarily to businesses and individuals in the
New York metropolitan area.

                                      F-18
<PAGE>   19
The following presents financial information by segment for the years ended June
30, 1997 and 1996:

<TABLE>
<CAPTION>
                                                 Tax        Financial
                                             Preparation    Planning     Direct Mail    Eliminations   Consolidation
                                             -----------    --------     -----------    ------------   -------------
<S>                                          <C>           <C>           <C>            <C>            <C>
Year ended June 30, 1997:
    Revenues from unaffiliated customers     $9,921,967    $6,961,602     $2,188,320     $   -           $19,071,889
    Intersegment revenues                       -             -            2,275,000      (2,275,000)        -
                                             ----------    ----------     ----------     -----------     -----------
              Total revenues                  9,921,967     6,961,602      4,463,320      (2,275,000)     19,071,889
Direct costs                                  6,025,407     4,227,115      4,162,670      (2,275,000)     12,140,192
Depreciation and amortization                   450,091       315,761         20,070         -               785,922
General corporate expenses                    2,647,426     1,857,300        350,175         -             4,854,901
                                             ----------    ----------     ----------     -----------     -----------
              Operating income               $  799,042       561,428        (69,595)        -             1,290,874
                                             ==========    ==========     ==========     ===========     ===========
                                                                                                         
Interest expense                             $  118,442    $   83,092     $  -           $   -           $   201,534
                                             ==========    ==========     ==========     ===========     ===========
Identifiable assets                          $7,135,360    $5,005,800     $  329,938     $(3,376,844)    $ 9,094,254
                                             ==========    ==========     ==========     ===========     ===========
Capital expenditures                         $  553,446    $  -           $   38,916     $   -           $   592,362
                                             ==========    ==========     ==========     ===========     ===========
                                                                                                         
Direct costs consist of the following:                                                                   
    Direct mail costs                        $  -          $  -           $1,136,347     $   -           $ 1,136,347
    Advertising                               1,642,630     1,152,386      2,299,925      (2,275,000)      2,819,941
    Rent                                      1,044,261       732,599        107,908         -             1,884,768
    Salaries and commissions                  3,338,516     2,342,130        618,490         -             6,299,136
                                             ----------    ----------     ----------     -----------     -----------
                 Total direct costs          $6,025,407    $4,227,115     $4,162,670     $(2,275,000)    $12,140,192
                                             ==========    ==========     ==========     ===========     ===========
</TABLE>


<TABLE>
<CAPTION>
                                               Tax         Financial
                                            Preparation    Planning      Direct Mail     Eliminations    Consolidation
                                            -----------    --------      -----------     ------------    -------------
<S>                                         <C>           <C>            <C>            <C>             <C>
Year ended June 30, 1996:
    Revenues from unaffiliated customers     $8,147,986    $5,671,905     $2,689,786     $   -           $16,509,677
    Intersegment revenues                       -             -            2,000,000      (2,000,000)        -
                                             ----------    ----------     ----------     -----------     -----------
              Total revenues                  8,147,986     5,671,905      4,689,786      (2,000,000)     16,509,677
Direct costs                                  4,260,631     3,052,737      4,429,177      (2,000,000)      9,742,545
Depreciation and amortization                   302,304       210,076         13,088         -               525,468
General corporate expenses                    3,182,122     2,215,025        249,988         -             5,647,135
                                             ----------    ----------     ----------     -----------     -----------
              Operating income               $  402,929    $  194,067     $   (2,467)    $   -           $   594,529
                                             ==========    ==========     ==========     ===========     ===========
                                                                                                         
Interest expense                             $  -          $  -           $  -           $   -           $   107,111
                                             ==========    ==========     ==========     ===========     ===========
Identifiable assets                          $5,519,630    $2,048,485     $  298,386     $   -           $ 7,866,501
                                             ==========    ==========     ==========     ===========     ===========
Capital expenditures                         $  813,750    $  -           $   86,635     $   -           $   900,385
                                             ==========    ==========     ==========     ===========     ===========
                                                                                                         
Direct costs consist of the following:                                                                   
    Direct mail costs                        $  -          $  -           $1,682,108     $   -           $ 1,682,108
    Advertising                               1,509,001     1,048,628      2,027,496      (2,000,000)      2,585,125
    Rent-                                       831,303       577,685         93,800         -             1,502,788
       Salaries and commissions               1,920,327     1,426,424        625,773         -             3,972,524
                                             ----------    ----------     ----------     -----------     -----------
                 Total direct costs          $4,260,631    $3,052,737     $4,429,177     $(2,000,000)    $ 9,742,545
                                             ==========    ==========     ==========     ===========     ===========
</TABLE>

Intersegment sales are recognized upon the completion of the services associated
with direct mail services.

                                      F-19
<PAGE>   20
12.  TAXES ON INCOME

Provisions for income taxes in the consolidated financial statements consist of
the following:

<TABLE>
<CAPTION>
                                                                     1997           1996
                                                                     ----           ----
<S>                                                                <C>            <C>
              Current:
                  Federal                                          $378,760       $ 362,297
                  State and local                                    66,840         123,935
                                                                   --------       ---------
                               Total current                        445,600         486,232
                                                                   --------       ---------
                                                                                
              Deferred:                                                         
                  Federal                                          (44,200)        (103,483)
                  State and local                                   (7,800)         (30,102)
                                                                   --------       ---------
                               Total deferred tax (benefit)        (52,000)        (133,585)
                                                                   --------       ---------
                                                                   $393,600       $ 352,647
                                                                   ========       =========
</TABLE>
                                                                            
Deferred tax assets consist of the following:

<TABLE>
<CAPTION>
                                                                                        1997
                                                                                        ----
<S>                                                                                  <C>      
              Compensation expense recognized for financial reporting purposes in    $  93,200
                  connection with common stock option grants issued at below
                  market value
              Book amortization of intangibles in excess of tax                        129,600
              Provision for bad debts                                                   35,200
              Provision for deferred rent liability                                     29,200
              Book depreciation in excess of tax                                      (139,823)
              Investments accounted for under the equity method                       (119,478)
                                                                                     ---------
                                                                                     $  27,899
                                                                                     =========
</TABLE>

No valuation allowance has been established against the deferred tax assets
because management believes that all of the deferred tax assets will be
realized.

A reconciliation of the federal statutory rate to the income taxes is as
follows:

<TABLE>
<CAPTION>
                                                                      1997                         1996
                                                                      ----                         ----
<S>                                                         <C>              <C>          <C>              <C>  
         Year ended June 30:
           Federal income taxes computed at 
             statutory rates                                $ 431,662        34.0%        $301,706         34.0%
           State and local taxes, net of federal                
             tax benefit                                       76,176         6.0           44,225          5.0
           Reversal of overaccruals                          (156,000)      (12.3)               -            -
           Other                                               41,762        (3.3)           6,716           .7
                                                            ---------        -----        --------         ----
                                                            $ 393,600        31.0%        $352,647         39.7%
                                                            =========        ====         ========         ==== 
</TABLE>


                                      F-20
<PAGE>   21
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this Amendment No. 2 to the report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

                                   GILMAN & CIOCIA, INC.



                                   By: /s/  Thomas Povinelli
                                      -----------------------------------------
                                      Thomas Povinelli, Chief Operating Officer



         In accordance with the Exchange Act, this Amendment No. 2 to the 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.                

<TABLE>
<S>                                                                      <C>    
/s/ James Ciocia           Chief Executive Officer, President            April 9, 1998
-------------------------
James Ciocia               and Director


/s/ Thomas Povinelli       Chief Operating Officer, Chief Financial      April 9, 1998
-------------------------
Thomas Povinelli           Officer and Director


/s/ Gary Besmer            Vice President and Director                   April 9, 1998
-------------------------
Gary Besmer


/s/ Kathryn Travis         Secretary, Vice President and Director        April 9, 1998
-------------------------
Kathryn Travis


/s/ Robert Hayes           Controller                                    April 9, 1998                   
-------------------------
Robert Hayes


/s/ Seth Akabas            Director                                      April 9, 1998
-------------------------
Seth Akabas


/s/ Louis P. Karol         Director                                      April 9, 1998
-------------------------
Louis P. Karol
</TABLE>





                                       28