UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

                      For the period ended August 31, 2002

[  ] 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 0-14401

                           SANDATA TECHNOLOGIES, INC.
              (Exact name of small business issuer in its charter)

                  DELAWARE                         11-2841799
         (State or other jurisdiction of   (I.R.S. Employer Identification No.)
          incorporation or organization)

                              26 Harbor Park Drive,
                               Port Washington, NY
                    (Address of principal executive offices)
                                      11050
                                   (Zip Code)

         Issuer's telephone number, including area code: (516) 484-4400

     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
   ----      ----


                               APPLICABLE ONLY TO
                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

     Check whether the issuer has filed all documents and reports required to be
filed by section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

Yes____       No____

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     The number of shares  outstanding of each of the issuer's classes of common
equity, as of October 8, 2002 was 2,481,808.

     Transitional Small Business Disclosure Format (check one):

Yes        No X
   ----      ----



<PAGE>



                   SANDATA TECHNOLOGIES INC. AND SUBSIDIARIES

                          AMENDMENT TO QUARTERLY REPORT
                                 ON FORM 10-QSB
                      FOR THE QUARTER ENDED AUGUST 31, 2002

     The  Quarterly  Report on Form 10-QSB for Sandata  Technologies,  Inc.  and
Subsidiaries  (the  "Company")  for the quarter  ended August 31, 2002 is hereby
amended  and  restated to the extent,  and only to the extent,  of amending  the
following sections of the items.

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

Notes to Condensed Consolidated Financial Statements (Unaudited)

4. SHAREHOLDERS' EQUITY

         Stock Options

     On July 14, 1998, the Chairman,  certain officers,  directors, and a former
director  (Bert E.  Brodsky,  Hugh Freund and Gary Stoller) and the spouse of an
officer,  Carol  Freund (who is an employee of  Sandsport  Data  Services,  Inc.
("Sandsport") the Company's wholly owned subsidiary), exercised their respective
options and warrants to purchase an aggregate of 921,334 shares of Common Stock.
The exercise  prices ranged from $1.38 to $2.61 per share for an aggregate  cost
of $1,608,861.  Payment for such shares was made to the Company in the amount of
$921  representing  the par value of the  shares,  and a portion  in the form of
non-recourse  promissory  notes due in July  2001,  with  interest  at eight and
one-half percent (8 1/2%) per annum, payable annually, and secured by the number
of shares acquired  ("Non-recourse Notes"). On July 14, 2001, the Company agreed
to extend the due dates of the  Non-recourse  Notes for one hundred twenty days.
On November 9, 2001,  the due date of the notes was extended to November 9, 2004
and the Company agreed to substitute full recourse  unsecured  notes  ("Recourse
Notes") for the  Non-recourse  Notes it had  previously  accepted.  The Recourse
Notes will bear interest at the rate of eight and one-half  percent (8 1/2%) per
annum,  payable annually,  with the principal amount of each Recourse Note, plus
any accrued and unpaid interest, due and payable on November 9, 2004.

     Effective  December 1, 2001,  the interest  rate on the Recourse  Notes was
changed to six percent  (6%) per annum,  to reflect fair market  value,  and the
shares and Recourse Note of the spouse of the officer,  Carol Freund,  were both
transferred to the officer.

     During  the year ended May 31,  2002,  24,667  shares of common  stock were
surrendered by a former  director and an employee in settlement of  Non-recourse
Notes in the amount of $37,962.  As of August 31, 2002 , the outstanding balance
on Recourse  Notes,  including  principal and accrued but unpaid  interest,  was
$1,512,679.  During the  period  ended  August 31,  2002,  the  Chairman  repaid
$100,000 of his Recourse Note.


5. COMMITMENTS AND CONTINGENCIES

         Litigation
<PAGE>

     a. In August of 1999, the Company's wholly-owned subsidiary, Sandsport Data
Services,  Inc.  ("Sandsport")  was named as a defendant in Greater Bright Light
Home Care Services,  Inc. et al. v. Joseph  Jeffries-El,  El Equity Corporation,
Sandsport  Data Services,  Inc. et al.  (Supreme Court of the State of New York,
Kings  County).  Greater  Bright  Light Home Care  Services,  Inc.  ("GBL") is a
not-for-profit  corporation  that was  organized  to render home care  attendant
services to individuals  selected as eligible recipients by the City of New York
acting  through  the  Department  of  Social  Services  of the  Human  Resources
Administration ("HRA").  Pursuant to its agreement with HRA, GBL was entitled to
reimbursement  checks  from the New York  State  Department  of Health  Medicaid
Management  Information  System for the  services it provided  ("MMIS  Checks").
Before  GBL could  provide  home care  attendant  services  it was  required  to
demonstrate  to HRA that it  obtained  a $1.2  million  line of  credit.  Joseph
Jeffries El  represented  to GBL that he would  provide it with the $1.2 million
line of credit  that HRA  required  in  exchange  for an annual fee of  $120,000
payable in twelve equal monthly installments of $10,000. GBL and Joseph Jeffries
El's company,  El Equity  Corporation ("El Equity"),  thereafter entered into an
Escrow  Agreement  pursuant  to which El Equity  was to receive a portion of the
funds  received  from MMIS.  The MMIS checks were to be deposited in a specified
account at Marine Midland Bank. GBL alleged that El Equity  misappropriated  the
MMIS funds.  GBL further  alleged that El Equity  breached the Escrow  Agreement
because it failed to provide GBL with the $1.2 million line of credit.

     Sandsport  had been  retained by GBL to pick up its MMIS checks and deposit
them in a designated  account at Marine  Midland  Bank.  El Equity  alleged that
Sandsport's agreement with GBL prohibited it from depositing the MMIS funds into
any other account absent written  instructions signed by both GBL and El Equity.
El Equity  alleged that  Sandsport,  pursuant to GBL's  instructions,  deposited
certain MMIS checks into an account other than the designated account. El Equity
therefore  asserted  cross-claims  against  Sandsport for breach of contract and
conversion.  Although Sandsport is named as a defendant,  the complaint seeks no
affirmative  relief  against  Sandsport.   Co-defendant  Citibank  has  asserted
indemnification  claims  against  Sandsport  and  all of the  other  defendants.
Sandsport  disputes all liability and has denied any  wrongdoing.  However,  the
Company is unable to predict the  outcome of these  claims and  accordingly,  no
adjustments have been made in the consolidated  financial statements in response
to these claims.

     b. On March 1, 2000,  Dataline,  Inc.  ("Dataline") began a lawsuit against
MCI WorldCom  Network  Services,  Inc. ("MCI") and the Company for alleged trade
libel and related  counts,  in the United States District Court for the Southern
District of New York. The court dismissed that lawsuit,  with prejudice,  on May
23, 2002. On May 4, 2001 MCI had brought a patent  infringement  lawsuit against
Dataline,  alleging that it was  infringing  three MCI patents,  under which the
Company  has an  exclusive  license in New York City.  Shortly  thereafter,  the
Company  joined  MCI in the suit  against  Dataline.  Pursuant  to a  Settlement
Agreement  dated  January  1, 2002 among MCI,  its  parent  (MCI  Communications
Corporation),  the Company, and Dataline, Dataline acknowledged the validity and
enforceability of the 3 MCI-owned patents that were the subject of the lawsuits.
There were no payments  from either MCI or the Company to  Dataline.  As part of
the settlement, Dataline agreed to pay the Company $100,000 in cash and issue an
8%  promissory  note  in the  amount  of  $721,000.  Due to the  uncertainty  of
realization of the note receivable, the Company is recognizing the income on the
note using the  installment  method of  accounting.  For the three  months ended
August 31, 2002, the Company has recognized  approximately $45,000 of income. In
addition,  Sandata and Dataline entered into an Exclusive  Service  Agreement by
which Dataline agreed to use the Company's "call capture infrastructure" for all
<PAGE>

of Dataline's time and attendance  systems,  and to pay royalties to the Company
for such use. The terms of the settlement also included mutual releases.

     c. By letter dated June 26, 2002, a former employee of the Company asserted
claims for back wages of $410,000.  The letter,  from the  employee's  attorney,
also contained allegations of age discrimination and retaliatory discharge.  The
letter also  contained an offer of  settlement.  No formal  litigation  has been
started and the Company intends to pursue settlement  negotiations.  A provision
of  $200,000 is included in accrued  expenses  relating to the  asserted  claim,
which represents the Company's best estimate of costs to be incurred. The amount
of the ultimate cost may vary from this estimate.

     d.  For  description  of  the  going  private   transaction,   and  of  the
class-action lawsuits initiated in connection with such transaction, see Note 8.

         Royalty Agreement

     The Company has been granted a license under certain of MCI's patents which
permits  the  Company  to  continue  to  market  and sell its  SANTRAX  time and
attendance verification product non-exclusively  nationwide,  and exclusively in
the home health care  industries  for the five New York  boroughs,  and that the
Company will pay MCI certain royalties, on a per call basis. The license remains
in  effect  until the last to expire  of  various  patents  held by MCI or until
October 19, 2010, whichever is later.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Liquidity and Capital Resources

     The  Company  has a  working  capital  deficit  as of  August  31,  2002 of
$2,371,686,  as compared to working  capital of $1,890,988 at May 31, 2002.  The
primary  factor is a result of the  revolver  becoming  short-term  liability of
which $3,750,000 is due in June 2003.

     For the three months ended August 31, 2002, the Company spent approximately
$266,000  in  fixed  asset  additions,   of  which  $229,000  was  for  software
capitalization   costs  in  connection  with  revenue  growth  and  new  product
development.  The Company expects the current levels of capital  expenditures to
continue.

     On July 14, 1998, the Chairman,  certain  officers,  directors and a former
director  (Bert E.  Brodsky,  Hugh Freund and Gary Stoller) and the spouse of an
officer, Carol Freund, who is also an employee of Sandsport Data Services,  Inc.
("Sandsport"), the Company's wholly owned subsidiary, exercised their respective
options and warrants to purchase an aggregate of 921,334  shares of Common Stock
at exercise  prices  ranging from $1.38 to $2.61 per share for an aggregate cost
of $1,608,861.  Payment for such shares was made to the Company in the amount of
$921  representing  the par value of the  shares,  and a portion  in the form of
non-recourse  promissory  notes due in July  2001,  with  interest  at eight and
one-half percent (8-1/2%) per annum, payable annually, and secured by the number
of shares  exercised.  On July 14,  2001,  the Company  agreed to extend the due
dates of such notes for one hundred  twenty days until  November  11,  2001.  On
November 9, 2001, the Company agreed to substitute full recourse unsecured Notes
<PAGE>

for the Notes it had  previously  accepted in  connection  with these option and
warrant  exercises.  Such  notes  will  bear  interest  at the rate of eight and
one-half percent (8 1/2%) per annum, payable annually, with the principal amount
of each such Note,  plus any  accrued  and unpaid  interest,  due and payable on
November 9, 2004.

     As of December 1, 2001,  the interest  rate on the notes was changed to six
percent (6%) per annum, to reflect fair market value, and the shares and note of
the spouse of the officer,  Carol Freund,  were both transferred to the officer.
During  the year  ended  May 31,  2002,  24,667  shares  of  common  stock  were
surrendered  by a former  director and an employee in settlement of notes in the
amount of $37,962. As of August 31, 2002, the outstanding balance on such notes,
including principal and accrued but unpaid interest, was $1,512,679.

     On April 18,  1997,  the  Company's  wholly  owned  subsidiary,  Sandsport,
entered into a revolving  credit  agreement (the "Credit  Agreement")  with HSBC
Bank USA, which allows  Sandsport to borrow  amounts up to $3,000,000.  Interest
accrues on amounts outstanding under the Credit Agreement at a rate equal to the
London Interbank  Offered Rate plus 2% and will be paid quarterly in arrears or,
at Sandsport's option,  interest may accrue at the Bank's prime rate. The Credit
Agreement requires Sandsport to pay a fee equal to 1/4% per annum payable on the
unused average daily balance of amounts under the Credit Agreement. In addition,
there are other  fees and  charges  imposed  based upon  Sandsport's  failure to
maintain certain minimum balances.  The Credit Agreement has been amended by the
Bank to permit  Sandsport to borrow amounts up to $4,500,000  until February 14,
2003.  Interest accrues at the same rate as the original Credit  Agreement.  The
indebtedness  under the  Credit  Agreement  is  guaranteed  by the  Company  and
Sandsport's  sister  subsidiaries  (the "Group").  All of the Group's assets are
pledged to the Bank as  collateral  for amounts due under the Credit  Agreement,
which pledge is secured by a first lien on all equipment owned by members of the
Group,  as well as a  collateral  assignment  of  $2,000,000  of life  insurance
payable on the life of the Company's Chairman.  The Group's guaranty to the Bank
was  modified to include  all  indebtedness  incurred  by the Company  under the
Credit  Agreement.  On April 11, 2002,  the Bank  approved the  extension of the
termination  date of the Credit  Agreement  to June 14, 2003 (from  February 14,
2003).

     In  addition,  pursuant to the Credit  Agreement,  the Group is required to
maintain  certain  levels  of net  worth and meet  certain  financial  ratios in
addition to various other affirmative and negative  covenants.  As of August 24,
2001,  Sandsport,  the Company and the other members of the Group, and the Bank,
entered  into the Third  Amendment  and Waiver  (the "Third  Amendment")  to the
Credit Agreement. Pursuant to the Third Amendment,  Sandsport's covenants to the
Bank to maintain a certain net worth and to maintain  certain  financial  ratios
were revised, on a going-forward  basis, and the noncompliance with the existing
covenants  was waived by the Bank.  In addition,  in  connection  with the Third
Amendment,  Sandsport and each member of the Group executed and delivered to the
Bank a Collective Amended and Restated Security Agreement, pursuant to which the
Bank's security  interest was extended to include a security  interest in all of
the personal and fixture  property of Sandsport,  the Company and the members of
the Group. On October 23, 2001 the Credit  Agreement was amended with respect to
one of the financial  ratios, at the Company's  request.  At August 31, 2002 the
Group  met the  net  worth  and  financial  ratios  requirements  of the  Credit
Agreement.  In the past,  the Group has failed to meet certain of the  financial
ratios,  and the Bank has granted the Group a waiver.  There can be no assurance
that the Bank will  continue to grant waivers if the Group fails to meet the net
<PAGE>

worth and financial ratios in the future.  If such waivers are not granted,  any
loans outstanding under the Credit Agreement become immediately due and payable,
which  may have an  adverse  effect on the  Company's  business,  operations  or
financial  condition.  As of August 31,  2002,  the  outstanding  balance on the
Credit Agreement with the Bank was $3,750,000.

     The Company believes the results of its continued operations, together with
the  available  credit line,  should be adequate to fund  presently  foreseeable
working capital requirements.



<PAGE>


                                   SIGNATURES




     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                        SANDATA TECHNOLOGIES, INC.
                                        (Registrant)



Date: January 28, 2003                  By: /s/ Bert E. Brodsky
                                           -------------------------------------
                                        Bert E. Brodsky
                                        Chairman of the Board,
                                        Chief Executive Officer,
                                        Chief Financial Officer


<PAGE>


                                  CERTIFICATION

I, Bert E. Brodsky, Chief Executive Officer and Chief Financial Officer, certify
that:

     1. I have reviewed this amended  quarterly report on Form 10-QSB of Sandata
Technologies, Inc. and its Subsidiaries;

     2. Based on my knowledge,  this amended  quarterly  report does not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary to make the statements made, in light of the circumstances under which
such  statements were made, not misleading with respect to the period covered by
this amended quarterly report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this amended  quarterly  report,  fairly present in all
material respects the financial condition,  results of operations and cash flows
of Sandata  Technologies,  Inc. and its Subsidiaries as of, and for, the periods
presented in this amended quarterly report.

     4. As both  Chief  Executive  Officer  and Chief  Financial  Officer,  I am
responsible for establishing and maintaining  disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant,  and I
have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others  within those  entities,  particularly  during the
period in which this quarterly is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c) presented  in this amended  quarterly  report my  conclusions  about the
effectiveness  of the disclosure  controls and procedures based on my evaluation
as of the Evaluation Date;

     5. As both  Chief  Executive  Officer  and Chief  Financial  Officer I have
disclosed,  based on my most recent evaluation, to the registrant's auditors and
the audit  committee of registrant's  board of directors (or persons  performing
the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and report  financial  data,  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

     6. As both Chief  Executive  Officer and Chief  Financial  Officer,  I have
indicated in this amended quarterly report whether or not there were significant
changes  in  internal  controls  subsequent  to  the  date  of  my  most  recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.


Date: January 28, 2003                      /s/Bert E. Brodsky
                                            -----------------------------------
                                            Bert E. Brodsky, Chief Executive
                                            Officer and Chief Financial Officer
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Sandata Technologies,  Inc. (the
"Company")  on Form 10-Q for the period  ended August 31, 2002 as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  Bert E.
Brodsky,  Chief Executive  Officer and Chief  Financial  Officer of the Company,
certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley  Act of  2002,  that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.


/s/Bert E. Brodsky
----------------------------------------------
Bert E. Brodsky
Chief  Executive  Officer and Chief Financial
Officer January 28, 2003