SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 2

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(Mark One)

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the fiscal year ended December 31, 1998

                                       OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the transition period from __________ to ___________

                         COMMISSION FILE NUMBER: 0-10966

                       NATIONAL TRANSACTION NETWORK, INC.
             (Exact name of Registrant as Specified in Its Charter)

         DELAWARE                                             75-1535237
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

                             117 FLANDERS ROAD
                        WESTBOROUGH, MASSACHUSETTS        01581
               (Address of Principal Executive Offices) (Zip Code)

                                 (508) 870-3200
              (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                          COMMON STOCK, $.15 PAR VALUE
                                (Title of class)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 | |

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   Yes

     The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant was $981,013 at May 21, 1999, based on the
average low bid and high asked prices in the over-the-counter market as reported
on that date.

     The number of shares of the registrant's common stock outstanding at May
21, 1999, was 3,325,468.
<PAGE>

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth, to the knowledge of management, certain
information regarding the beneficial ownership of Common Stock of the Company as
of April 7, 1999, by: (a) each person who is known by the Company to be the
beneficial owner of more than five percent of the 3,325,468 shares of Common
Stock outstanding at such date; (b) each director of the Company; (c) each
executive officer named in the Summary Compensation Table set forth in Item 11
under "Executive Officer Compensation"; and (d) all current directors and
executive officers of the Company as a group:

<TABLE>
<CAPTION>
             NAME AND ADDRESS OF             AMOUNT AND NATURE OF
               BENEFICIAL OWNER            BENEFICIAL OWNERSHIP (1)        PERCENT OF CLASS (2)
               ----------------            ------------------------        --------------------
<S>                                                <C>                              <C>
IVI Checkmate Inc.                                 2,726,440                        82%
IVI Checkmate Corp. (3)
  1003 Mansell Road
  Roswell, GA  30076

Christopher F. Schellhorn                          15,000(4)                         *

Gregory A. Lewis (3)                                   0                             *

L. Barry Thomson (3)                                   0                             *

George C. Whitton (3)                                  0                             *

All directors and executive officers               15,000(4)                         1%
    as a group (5 persons)

-----------------------
</TABLE>

*        Less than 1%

(1)      Except as otherwise noted below, the Company believes that each
         beneficial owner has sole voting and investment power with respect to
         the number of shares of Common Stock shown as beneficially owned by
         such beneficial owner. Information with respect to beneficial stock
         ownership is based upon information furnished by such beneficial owner.
(2)      Pursuant to the rules of the Securities and Exchange Commission, shares
         of Common Stock which an individual or group has a right to acquire
         within 60 days of April 7, 1999, pursuant to the exercise of presently
         exercisable or outstanding options are deemed to be outstanding for the
         purpose of computing the percentage ownership of such individual or
         group but are not deemed to be outstanding for the purpose of computing
         the percentage ownership of any other person or group shown in the
         table.
(3)      IVI Checkmate Inc., which is the record owner of the shares shown, is a
         wholly-owned subsidiary of IVI Checkmate Corp. ("IVIC"). Consequently,
         IVIC is considered to beneficially own the shares held by IVI Checkmate
         Inc.. Messrs. Lewis, Thomson and Whitton are directors and/or executive
         officers of IVIC and/or IVI Checkmate Inc.
(4)      Represents shares subject to options exercisable at April 7, 1999, or
         within 60 days thereafter.


                                      -1-
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  NATIONAL TRANSACTION NETWORK, INC.


              May 26, 1999        By:  /s/ L. Barry Thomson
                                       --------------------------------------
                                  L. Barry Thomson, Chief Executive Officer and
                                  Secretary (Principal Executive Officer and
                                  Principal Accounting Officer)


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


              May 26, 1999        /s/ L. Barry Thomson
                                  --------------------------------------
                                  L. Barry Thomson, Chief Executive Officer and
                                  Director


              May 24, 1999        /s/ Gregory A. Lewis
                                  --------------------------------------
                                  Gregory A. Lewis, Chief Operating Officer,
                                  President and Director


              May 28, 1999        /s/ Christopher F. Schellhorn
                                  --------------------------------------
                                  Christopher F. Schellhorn, Director


              May 27, 1999        /s/ George C. Whitton
                                  --------------------------------------
                                  George C. Whitton, Director