U.S. SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                FORM 10-QSB/A
                               _______________


[X]  QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarter ended January 31, 1999

[ ]  TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE
     ACT FOR THE TRANSITION PERIOD FROM _____ TO _____



                        Commission File No. 000-24996


                        INTERNET COMMERCE CORPORATION
     (Exact name of small business issuer as specified in its charter)


Delaware                                                  13-3645702
-----------------------------------------           ----------------------
(State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or organization)                     Identification Number)


805 Third Avenue  9th flr, New York, NY                      10022
-----------------------------------------           ----------------------
(Address of principal executive offices)                  (Zip Code)


(212) 271-7640
-----------------------------------------
(Issuer's telephone number)


Infosafe Systems, Inc.
-----------------------------------------
(Former name, normer address and former
fiscal year, if changed since last report)

     Check whether the issuer (1) filed all 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 the
past 90 days.

                     Yes__X__               No_____


     State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

     Class                                   Outstanding at January 31, 1999:
     ------------------------------------    ---------------------------------
     Class A Common Stock, $.01 par value               1,305,283 shares

     Class B Common Stock, $.01 par value                 193,108 shares



                 Traditional Small Business Disclosure Format

                        Yes__X__                 No_____



                      INDEX TO FORM 10-QSB/A
                                                               PAGE
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed Balance Sheets as of July 31, 1998 and
  January 31, 1999  (Unaudited)                                  3

Condensed Statements of Operations for the Three Months
  ended January 31, 1998 and January 31, 1999 (Unaudited)
  and for the period November 18, 1991 (Inception) through
  January 31, 1999  (Unaudited)                                  4

Condensed Statements of Cash Flows for the
  Three Months ended January 31, 1998 and January 31, 1999
  (Unaudited) and for the period November 18, 1991
  (Inception) to January 31, 1999 (Unaudited)                    5

Notes to Financial Statements                                  6-7

Item 2.  Management's Discussion and Analysis of Financial
  Condition and Results of Operations                         7-11

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                      11
Item 2.  Subsequent Events                                   11-12
Item 5.  Other                                                  12
Item 6.  Exhibits and Reports on Form 8-K                    12-13

SIGNATURES                                                      14



                       INTERNET COMMERCE CORPORATION
                       (a development stage company)

                         CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                             July 31, 1998      January 31, 1999
                                                                               (audited)          (unaudited)
                                                                            ---------------     ----------------
<S>                                                                         <C>                 <C>
ASSETS
Current assets
    Cash and cash equivalents                                               $      178,287      $      899,531
    Accounts receivable                                                              7,231              10,734
    Prepaid expenses and other assets                                              100,882             233,697
    Notes recievable                                                                                   157,500
                                                                            ---------------     ----------------
        Total current assets                                                       286,400           1,301,462

Fixed assets                                                                       533,188             437,237
Software development costs                                                         714,298             713,982
Other assets                                                                         1,200               2,700
Goodwill, net                                                                                          418,119
                                                                            ---------------     ----------------
        Total assets                                                        $    1,535,086      $    2,873,500


LIABILITIES
Current liabilities:
    Accounts payable                                                       $       575,031      $       24,139
    Bridge notes, net of debt discount                                             232,557             768,287
    Capital lease obligation                                                        84,505              91,875
    Accrued expenses                                                               308,646             609,550
                                                                           ----------------     ----------------
        Total current liabilities                                                1,200,739           1,493,851
                                                                           ----------------     ----------------

Capital lease obligation - less current portion                                    196,887             149,031

                                                                           ----------------     ----------------
        Total liabilities                                                        1,397,626           1,642,882
                                                                           ----------------     ----------------

Redeemable Common Stock                                                              5,729               5,729




STOCKHOLDERS' EQUITY
Preferred stock:
    Series S preferred stock - par value $.01 per share, 175 shares
     issued and outstanding at January 31, 1999                                                              2
Common stock:
    Class A - par value $.01 per share, 40,000,000 shares authorized,
     one vote per share; 1,305,283 shares issued and outstanding
     at January 31, 1999 and 947,951 shares issued and outstanding
     at July 31, 1998                                                                9,480              13,038
    Class B - par value $.01 per share, 2,000,000 shares authorized,
     six votes per share; 193,108 shares issued and outstanding                      1,944               1,944
     and 194,397 shares issued and outstanding at July 31, 1998
Additional paid-in capital                                                      14,532,208          18,624,145
Notes receivable                                                                  (112,500)
(Deficit) accumulated during development stage                                 (14,299,401)        (17,414,240)
                                                                           ----------------     ----------------
        Total stockholder's equity                                                 131,731           1,224,889
                                                                           ----------------     ----------------

        Total liabilities and stockholders' equity                         $     1,535,086      $    2,873,500
                                                                           ----------------     ----------------
</TABLE>

     Attention is directed to the accompanying notes to financial statments




<TABLE>

<CAPTION>

                            INTERNET COMMERCE CORPORATION
                            (a development stage company)

                         Condensed Statements of Operations
                                     (Unaudited)

                              For the Three Months                For the Six Months                Period From
                                Ended January 31,                  Ended January 31,             November 18, 1991
                          ------------------------------    -------------------------------      (Inception) through
                               1998            1999              1998            1999             January 31, 1999
                          ------------------------------    -------------------------------      --------------------
<S>                       <C>             <C>               <C>              <C>                  <C>
Revenue:

   License Fees                                                                                   $       350,000

   Services                               $     16,101                        $     25,397                 42,878

   Other                  $      5,649                0      $      8,799                0                261,163
                          -------------    -------------     -------------    -------------      --------------------
      Total                      5,649           16,101             8,799           25,397                654,041
                          -------------    -------------     -------------    -------------      --------------------

Expenses:

   Cost of revenue               4,057            7,270             6,365           12,280                268,994

   Operating expenses          445,207          976,955           949,359        2,453,688             15,713,702

   Write-down of assets              0                0                 0                0              1,155,091
                          -------------    -------------     -------------    -------------      --------------------
      Total                    449,264          984,225           955,724        2,465,968             17,137,787
                          -------------    -------------     -------------    -------------      --------------------
Operating (loss)              (443,615)        (968,124)         (946,925)      (2,440,571)           (16,483,746)
                          -------------    -------------     -------------    -------------      --------------------

Interest and investment
 income                         26,115            1,839            68,002            6,606                578,842

Settlement expense                   0                0                 0                0               (394,828)

Minority interest                    0                0                 0                0                  1,000

Interest expense                  (187)        (599,996)             (440)        (680,874)            (1,107,108)
                          -------------    -------------     -------------    -------------      --------------------
Net (loss)                $   (417,687)    $ (1,566,281)     $   (879,363)    $ (3,114,839)        $  (17,405,840)
                          -------------    -------------     -------------    -------------      --------------------
Net(loss)
 per common share         $      (0.59)    $     (1.06)      $      (0.83)    $      (2.26)
                          -------------    -------------     -------------    -------------
Weighted average number
 of common shares              709,116        1,484,174         1,062,348        1,380,511
                          -------------    -------------     -------------    -------------


   Attention is directed to the accompanying notes to finincial statements

</TABLE>



                        INTERNET COMMERCE CORPORATION
                        (a development  stage company)

                      Condensed Statements of Cash Flows
                                 (Unaudited)
<TABLE>
<CAPTION>

                                                       For the Six Months               Period From
                                                        Ended Janurary 31,             November 18, 1991
                                                 -------------------------------     (Inception) through
                                                      1998              1999           January 31, 1999
                                                 -------------------------------     -------------------
<S>                                              <C>               <C>               <C>
Cash flows from operating activities:
    Net (loss)                                  $    (461,676)     $ (3,114,839)     $   (17,405,840)
    Adjustments to reconcile net (loss) to
     net cash (used in) operating activities:
        Write-down of assets                                                               1,155,091
        Other net cash provided by (used in)
         operating activities                         (86,226)        1,287,643            3,568,955
                                                --------------     -------------     -------------------
            Net cash (used in) operating
             activities                              (547,902)       (1,827,196)         (12,681,794)
                                                --------------     -------------     -------------------

Cash flows from investing activities:
    Purchases of marketable securities               (499,726)                           (16,083,295)
    Sales of marketable securities                  1,090,317                             16,083,295
    Capitalization of software development
     costs                                                                                  (921,188)
    Other investing activities                       (260,328)                            (1,814,637)
                                                --------------     -------------     -------------------
            Net cash provided by (used in)
             investing activities                     330,263                             (2,735,825)
                                                --------------     -------------     -------------------

Cash flows from financing activities:
    Proceeds from issuance of common stock                                                16,075,260
    Costs in connection with sale of
     common stock                                                                         (2,912,671)
    Payment of purchase agreement                     (15,000)                              (212,840)
    Exercise of warrants and options                                                         424,895
    Proceeds from bridge notes and notes
     payable                                                          2,595,000            4,390,000
    Payment of bridge loan                                                                (1,500,000)
    Payment of deferred financing costs                                                     (224,919)
    Proceeds form financing lease                                                            340,715
    Other financing activities                         (2,489)          (46,560)             (63,290)
                                                --------------     -------------     -------------------
            Net cash provided by (used in)
             financing activities                     (17,489)        2,548,440           16,317,150
                                                --------------     -------------     -------------------

Net increase (decrease) in cash and cash
 equivalents                                         (235,128)          721,244              899,531

Cash and cash equivalents, beginning
 of period                                            392,860           178,287
                                                --------------     -------------     -------------------

Cash and cash equivalents, end of period        $     157,732      $    899,531      $       899,531
                                                --------------     -------------     -------------------

Supplemental schedule of noncash investing
 and financing activities:
     Debt discount in connection with
      bridge loan                                                     2,388,299
     Goodwill                                                           470,383
     Issuance of warrants                                               866,903

</TABLE>


    Attention is directed to the accompanying notes to financial statements










NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE A - BASIS OF PRESENTATION AND THE COMPANY:

[1]  Basis of presentation:

The accompanying unaudited condensed financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-QSB and Article 3 of Regulation S-B.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for fair presentation have been included.
Operating results for the six-month period ended
January 31, 1999 are not necessarily indicative of the results
that may be expected for the year ending July 31, 1999.

The balance sheet at July 31, 1998 has been derived from the
audited consolidated financial statements at that date, but does
not include all the footnotes required by generally accepted
accounting principles for complete financial statements.  For
further information, refer to the audited financial statements
and footnotes thereto included in the Form 10-KSB for the
Company's fiscal year ended July 31, 1998.

[2]  The Company:

Internet Commerce Corporation (the "Company" or "ICC"), formerly
Infosafe Systems, Inc. is a development stage company, engaged in
the design, development and marketing of systems for securing,
controlling, delivering and auditing electronic documents and
files primarily over the Internet.  The Company believes that its
technology and methods address critical areas of electronic
commerce and it is seeking to position itself as an independent
third party to authenticate, certify, validate, authorize, and
deliver secure transactions for electronic information.

The acquisition of the 16.7% of its majority owned subsidiary
("ICCSUB" or the subsidiary"), not previously held by the Company
was completed during the first fiscal quarter.  A total of
334,435 shares of Class A Common Stock was issued to the former
minority owners of ICCSUB as a result of this acquisition.  The
acquisition was accounted for as a purchase of a minority
interest.

NOTE B - GOODWILL:

The Company recorded $470,383 in goodwill, as a result of the
acquisition of ICCSUB.  The Company valued the acquisition of
ICCSUB at the market value of the Class A Common Stock on the
date of the transaction.  The goodwill, which represents the
excess of purchase price over

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

fair value of net assets acquired, is being amortized on a
straight-line basis over 3 years.  Accumulated amortization as of
January 31, 1999 was $52,265.

NOTE C - BRIDGE NOTES:

The Company had $2,595,000 of Bridge Notes outstanding as of
January 31, 1999.  The accrued interest at fiscal quarter end was
$53,720.  In connection with the issuance of the Bridge Notes,
778,500 Bridge Warrants to purchase shares of Class A Common
Stock have become issuable.  The Company has valued these
warrants using the Black-Scholes pricing model at $2,460,102,
which are being treated as debt discount and amortized over the
term of the notes.  The Company has closed the Bridge Offering
and, in lieu of repaying the Bridge Note in accordance with their
terms, the Company has offered to exchange shares of a Series A
Convertible Redeemable Preferred Stock for the Bridge Notes.  The
Company has received executed Agreements to Exchange for 100 % of
the principle amount of the Bridge Notes.  The conversion was
approved by the majority of shareholder's of the Company at a
Special Meeting of Shareholders which was reconvened on March 17,
1999.


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Except for the description of historical facts contained herein,
this Form 10-QSB contains certain forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 that involve risks and
uncertainties, such as (i) the Company's ability to obtain
financing expected to be required during the fiscal year ending
July 31, 1999, or (ii) that the Company will ever achieve
profitable operations, as detailed herein under "Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations" and from time to time in the Company's
filings with the Securities and Exchange Commission and
elsewhere.  Such statements are based on management's current
expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ
materially from those described in the forward-looking
statements.  The Company's actual results could differ materially
from those discussed herein.

Overview

The Company is a development stage company, engaged in the
design, development and marketing of systems for securing,
controlling, delivering and auditing electronic documents and
files primarily over the Internet. The Company believes its
technology and methods address critical areas of electronic
commerce and is seeking to position itself as an independent
third party to authenticate, certify, validate, authorize, and
deliver secure transactions for electronic information.  From
November 18, 1991 (inception) to January 31, 1999, the
Company recognized revenues of approximately $654,000 and had an
accumulated deficit of approximately $17.5 million. The Company
has continued to operate at a deficit since inception and expects
to continue to operate at a deficit until such time, if ever, as
operations generate sufficient revenues to cover costs.  The
Company's ability to generate revenues and operate profitably and
continue as a going concern, is dependent on its ability to
market the CommerceSense System it has developed and its ability
to raise the necessary additional operating funds. The likelihood
of the success of the Company must be considered in light of the
difficulties and risks inherent in a new business.  There can be
no assurance that revenues will increase significantly in the
future or that the Company will ever achieve profitable
operations.

As of January 31, 1999, the Company had received and accepted
subscription for the purchase of $2,595,000 of Bridge Units from
individual accredited investors.  The Company currently estimates
that cash on hand together with cash generated from operations
will be sufficient to satisfy the Company's cash requirements
only until April 30, 1999.  The Company commenced a Private
Placement offering up to 7,405 shares of the Series A Convertible
Redeemable Preferred Stock ("Series A Preferred Stock")
immediately following the closing of the Bridge Financing at a
price per share of $1,000.  In addition, the Company has offered
the Bridge Note holders the opportunity to exchange their Bridge
Notes into shares of the Series A Preferred Stock.  All of the
holders of the Bridge Notes have agreed to exchange the Bridge
Notes into shares of the Series A Preferred Stock subject to
shareholders approval of the potential issuance of more than
19.9% of the outstanding voting securities of the Company as
required by the rules of the Nasdaq Stock Market and continued
listing on the Nasdaq SmallCap Market.  As a result an additional
2,595 shares of Series A Preferred Stock will be issued, and the
total of the Series A Preferred Stock will be up to 10,000.

The stockholders approved the Share Issuance Proposal at a
Special Meeting of Shareholders on March 17,1999, thereby
authorizing the issuance of Common Stock representing more than
20% of the issued and outstanding shares thereof and to determine
the other terms and conditions of the Private Placement.

The Company has incurred substantial losses since inception and
anticipates losses to continue through the fiscal year ending
July 31, 1999 ("fiscal 1999") as the Company attempts to expand
commercial markets for CommerceSense.  Although management
believes that the Company will be successful in  marketing
CommerceSense, there can be no assurance that it will be able to
do so or that its present resources or access to additional
financing will be adequate, if available at all, to achieve
these objectives or to continue as a going concern.

Results of Operations

Three Months Ended January 31, 1999 Compared with Three Months
Ended January 31, 1998.

Revenues were approximately $16,000 and $6,000, respectively,
for the three months ended January 31, 1999 (the "1999
Quarter"), and for the three months ended January 31,
1998 (the "1998 Quarter").  The 1999 revenues were generated by
CommerceSense.

Operating expenses increased from $445,000 for the 1998 Quarter
to $977,000 for the 1999 Quarter.  The increase of
$532,000 is attributable to an increase in technical costs of
over $340,000 that were not present in the 1998 Quarter and an
increase in consulting expenses of approximately $136,000 related
to the issuance of 500,000 warrants issued to a consultant.
Operating expenses were also increased due to the accrual of
$286,000 for the value of shares of the Company's common stock
to be issued in a settlement with Nagle.  The Company also
experienced a decrease of $230,000 in general adn administration
costs.  The increase of $340,000 in technical expenses was largely
attributable to the Company's focus on the launch of the
CommerceSense System, leading to increased salaries and related
costs for the increase in personnel not present in the 1998
Quarter. In addition, the Company capitalized development costs
in the 1998 Quarter that were not present in the 1999 Quarter.

The decrease in general and administration costs of $230,000 can
be attributed to the settlement of $275,000 of legal expenses.
There were also increases in expenses attributable to an increase
in average staffing levels over the 1998 Quarter, leading to
increases in salary and related costs.

The Company had income from investments of approximately
$2,000 for the 1999 Quarter and approximately $26,000 for
the 1998 Quarter.  The decrease was due to a decrease
in average balances of the Company's investment securities
for the period.

Interest expense was approximately $600,000 in the 1999
Quarter compared to approximately $200 in the 1998 Quarter.  The
interest expense increase is attributed to debt discount
amortization related to Bridge Note Warrants and the financing of
a capital lease.

The net loss for the 1999 Quarter was approximately $1,566,000
compared to approximately $418,000 for the 1998 Quarter.
Management believes that losses will continue through fiscal 1999
as the Company is still in the development stage and is in the
process of commercializing and marketing its new service.


Six Months Ended January 31, 1999 Compared with Six Months Ended
January 31, 1998.

Revenues were approximately $25,000 and $9,000, respectively, for
the six months ended January 31, 1999 (the "1999 Six Months"),
and for the six months ended January 31, 1998 (the "1998 six
Months").  The 1999 revenues were generated from ICC
CommerceSense.

Operating expenses were approximately $2,454,000 for the 1999 Six
Months and approximately $949,000 for the 1998 Six Months.  The
increase of $1,505,000 is attributable to an increase in technical
costs of over $599,000 that were not present in the 1998 Quarter
and an increase in consulting expenses of approximately $591,000
related to the issuance of 500,000 warrants issued to a consultant.
Operating expenses were also increased due to the accrual of
$286,000 for the value of shares of the Company's common stock to
be issued in a settlement with Nagel.  The Company also experienced
an increase of $29,000 in general and administration costs.
The increase of $599,000 in technical expenses was largely
attributable to the Company's focus on the launch of the
CommerceSense System, leading to increased salaries and related
costs for the increase in personnel not present in the 1998
Quarter.   In addition, the Company capitalized development costs
in the 1998 Quarter that were not present in the 1999 Quarter.

The increase in general and administration costs of $29,000 can
be attributed to the increases in expenses related to an increase
in average staffing levels over the 1998 Quarter, leading to
increases in salary and related costs.  In addition, there was a
settlement of $275,000 of legal expenses.

The Company had income from investments of approximately $7,000
for the 1999 Six Months and approximately $68,000 for the 1998
Six Months. The decrease was due to a decrease in average
balances of the Company's investment securities for the period.

Interest expense was approximately $681,000 in the 1999 Six
Months and approximately $400 in the 1998 Six Months. The
interest expense increase is attributed to debt discount
amortization related to Bridge Note Warrants, amortization
of debt issue costs and the financing of a capital lease.

The net loss for the 1999 Six Months was approximately $3,115,000
compared to approximately $879,000 for the 1998 Six Months.
Management believes that the losses will continue through fiscal
1999 as the Company is still in the development stage and is in
the process of commercializing and marketing new products.

Liquidity and Capital Resources

The Company has incurred substantial losses since inception.
Although no assurance can be given, the Company anticipates that
revenues will continue to be generated, although as a result of
increased expenses associated with any such revenues, losses may
increase, or the decrease in losses realized in fiscal 1999 may
not be comparable to fiscal 1998.  At January 31, 1999,
the Company had a negative working capital of approximately
192,000.  The Company has financed its operations
through private placements during fiscal 1994, its initial public
offering during fiscal 1995 (the "IPO"), a private placement in
March 1997, and a private placement of Bridge Note Units during
fiscal 1998 and 1999.  The Company anticipates losses through
fiscal 1999, as the Company attempts to expand commercial markets
for CommerceSense.  The Company does not have sufficient
financial resources to continue its operations beyond April 1999,
without obtaining additional financing.  There can be no
assurance that the Company will be able to obtain the necessary
financing or to generate sufficient revenue to continue its
operations and continue as a going concern.  Any additional
equity financing would be dilutive to stockholders, and debt
financing, if available, may contain covenants that might
restrict the Company's ability to implement its current
objectives.

The Company has a net operating loss carryforward of
approximately $17.5 million to offset any future taxable income
for federal tax purposes.  The utilization of the loss
carryforward to reduce any such future income taxes will depend
on the Company's ability to generate sufficient taxable income
prior to the expiration of the net operating loss carryforwards.
The carryforward expires from 2007 to 2013.  The Internal Revenue
Code of 1986, as amended, generally contains provisions which
limit the use of available net operating loss carryforwards in
any given year should significant changes (greater than 50%) in
ownership interests occur.  Due to the IPO, the net operating
loss carryover of approximately $1,900,000 incurred prior to the
IPO will be subject to an annual limitation of approximately
$400,000 until that portion of the net operating loss is utilized
or expires.

Year 2000 Compliance

The Company has commenced implementation of new financial
software for internal operating purposes that is Year 2000
("Y2K") compliant.  The Company's CommerceSense service is fully
Y2K compliant.  Upon completion of the implementation of the new
financial software there will be no costs relating to
modification of software incurred by the company.  The Company is
in communication with customers and others with which it conducts
business to determine the extent to which the Company would be
vulnerable to these third parties failure to remediate their own
potential year 2000 problems.  The inability of the Company or
these other significant third parties to adequately address Y2K
issues could cause disruption of the Company's operations.

PART II

Item 1:  Legal Proceedings

The Company commenced arbitration against its former Vice
President and Director of Technology, Robert Nagel ("Nagel"), on
May 29, 1997, for fraud, breach of his employment contract,
breach of the duties of obedience and loyalty and
misappropriation of corporate opportunity.  Nagel denied the
claims and served a counterclaim alleging breach of the
employment agreement, discrimination on the basis of his
blindness, defamation, and violation of the Federal Wiretapping
Act and the Federal Eavesdropping Act.  The damages sought by
Nagel against the Company was for approximately $1,000,000,
excluding interest, costs and attorney's fees.  The Company
believed that it had a meritorious case against Nagel and strong
defenses to Nagel's counterclaims.  Nonetheless, the arbitrators
found in favor of Nagel and awarded Nagel $60,000 payable upon
the closing of ICC's Private Placement of its Series A Preferred
Stock and 22,000 shares of Class A Common Stock to be issued
after the effective date of the Resale Registration Statement.
The Company has accrued the $346,000 payable.

Item 2:  Subsequent Events:

By letter dated February 22, 1999, the Nasdaq-Amex Market Group
(the "NASD") notified the Company that it had delisted the
Company's securities from the Nasdaq SmallCap Market effective as
of the close of business on that day.  Despite the Nasdaq Listing
Qualifications Panel's (the "Panel") determination that the
Company had met some of the continued listing criteria, including
the independent director requirement and the shareholder approval
requirement, and that upon consummation of the Company's bridge
financing and preferred stock private placement the Company would
have net tangible assets of approximately $4,500,000 (more than
the $2,000,000 required level), the Panel stated that, given the
Company's history of losses, it did not think that the Company
could sustain compliance with the net tangible assets
requirements.  The Panel also noted the lack of market makers for
the Company's warrants as a basis for the delisting action.

Since the Company was current in all of its periodic reporting
requirements with the Securities and Exchange Commission, the
Company's securities were immediately eligible to trade on the
NASD OTC Bulletin Board (the "OTCBB").  Accordingly, the Class A
Common Stock commended trading under the symbol "ICCSA" on the
OTCBB on February 23, 1999.

The Company appealed the Panel's decision to the Nasdaq Listing
and Hearing Review Council and increased the size of its original
proposed preferred stock private placement to further ensure its
projected compliance with the net tangible assets provision.

On March 15, 1999, the Company was notified by the Nasdaq
SmallCap Market that the Company's Class A Common stock will be
relisted via an exception from the net tangible assets
requirement effective with the open of business, March 17, 1999.
The Company was granted a temporary exception from this standard
subject to the Company meeting certain conditions, the exception
will expire on April 30, 1999.  In the event the Company is
deemed to have met the terms of the exception, it shall continue
to be listed on the Nasdaq SmallCap Market.  The Company believes
that it will meet these conditions, however, there can be no
assurance that it will do so.  If at some future date the
Company's Class A Common should cease to be listed on the Nasdaq
SmallCap Market, they may continue to be listed in the OTCBB.
For the duration of the exception, the Company's Nasdaq symbol
for Class A Common stock will be ICCAC.  The Company's Units,
Class A Warrants and Class B Warrants will remain on the OTCBB.

Item 5:  Other:

On February 4, 1999, Mr. Arthur Medici, the former President of
the Company, informed the CEO and Chairman of the Board, Mr.
Richard Berman, that he was tendering his resignation as
President of the Company effective February 28, 1999.



Item 6:  Exhibits and Reports on Form 8-K

(a)  Exhibit(s).

Number         Description                  Method of Filing
-------        -----------------------      ---------------------------
27             Financial Data Schedule      Filed with this Form 10-QSB


(b)  Reports on Form 8-K

There were no reports on Form 8-K filed for the quarter ended January 31, 1999.






                         SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

INTERNET COMMERCE CORPORATION
-----------------------------
       (Registrant)

Date: May 27, 1999             By:  /s/ Richard J. Berman
                                    -------------------------------------------
                                    Richard J. Berman, Chief Executive Officer,
                                     Chairman of the Board of Directors
                                     (Principal Executive Officer)

Date: May 27, 1999             By:  /s/ Walter M. Psztur
                                    -------------------------------------------
                                    Walter M. Psztur, V.P. Finance &
                                     Administration (Chief Financial Officer,
                                     Principal Accounting Officer & Secretary)