U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934

For the quarterly period ended November 30, 2000

[  ] Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from          to


Commission file number  0-14401

                                  SANDATA, INC.

        (Exact Name of Small Business Issuer as Specified in Its Charter)

        Delaware                                           11-2841799

(State or Other  Jurisdiction of                          (IRS Employer
Incorporation  or  Organization)                        Identification No.)

                26 Harbor Park Drive, Port Washington, NY 11050
                    (Address of Principal Executive Offices)

                                  516-484-9060
                (Issuer's Telephone Number, Including Area Code)

              (Former Name, Former 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


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

     Check whether the registrant  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 the  issuer's  common  stock,  as of
January 10, 2001 was 2,506,473 shares.

     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes               No   X

<PAGE>
                                      INDEX
                                                                            Page

PART I  -   FINANCIAL INFORMATION

ITEM 1  -   FINANCIAL STATEMENTS:

            CONSOLIDATED CONDENSED BALANCE SHEETS                            3
            as of November 30, 2000 (unaudited)and May 31, 2000

            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS        5
            for the three and six months
            ended November 30, 2000 and November 30, 1999

            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS        6
            for the six months ended November 30, 2000 and November 30, 1999

            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS             7

ITEM 2  -   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       13

PART II -   OTHER INFORMATION                                               17

ITEM 1  -   LEGAL PROCEEDINGS                                               17

ITEM 2  -   CHANGES IN SECURITIES                                           17

ITEM 3  -   DEFAULTS UPON SENIOR SECURITIES                                 17

ITEM 4  -   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             17

ITEM 5  -   OTHER INFORMATION                                               18

ITEM 6  -   EXHIBITS AND REPORTS ON FORM 8-K                                18


<PAGE>

<TABLE>
                         SANDATA, INC. AND SUBSIDIARIES

                          PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                       CONSOLIDATED CONDENSED BALANCE SHEETS
<S>                                                                              <C>                     <C>
                                                                                     UNAUDITED           AUDITED
                                                                                    November 30           May 31
                                                                                       2000               2000
                                                                                       ----               ----

ASSETS:
CURRENT ASSETS
         Cash and cash equivalents                                               $   401,791           $ 1,229,718
         Accounts receivable, net of allowance for doubtful accounts
            of $484,000 and $448,000, respectively                                 1,929,249             2,308,901
         Receivables from affiliates                                                 623,207               405,732
         Other receivables                                                           548,343                   ---
         Inventories                                                                  18,123                17,165
         Prepaid expenses and other current assets                                   307,331               413,119
                                                                                     -------               -------

TOTAL CURRENT ASSETS                                                               3,828,044             4,374,635

FIXED ASSETS, NET                                                                  9,071,259             8,911,655

OTHER ASSETS

         Notes receivable                                                            120,333               126,221
         Cash surrender value of officer's life insurance,
            security deposits and other                                              836,891               832,988
                                                                                      -------              -------

TOTAL ASSETS                                                                     $13,856,527           $14,245,499
                                                                                 ===========           ===========


            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

</TABLE>
<PAGE>


                         SANDATA, INC. AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<S>                                                                              <C>                     <C>
                                                                                  UNAUDITED               AUDITED
                                                                                  November 30,            May 31,
                                                                                    2000                   2000
                                                                                    ----                   ----

LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES
         Accounts payable and accrued expenses                                   $   2,043,193            $   2,580,143
         Deferred/unearned revenue                                                      42,088                   38,848
         Deferred income                                                               331,684                  322,678
                                                                                      --------                  -------
TOTAL CURRENT LIABILITIES                                                            2,416,965                2,941,669

LONG TERM DEBT                                                                       2,850,000                2,750,000
DEFERRED INCOME                                                                        257,684                  315,253
DEFERRED INCOME TAXES                                                                  778,361                  702,158
                                                                                       -------                  -------

TOTAL LIABILITIES                                                                    6,303,010                6,709,080
                                                                                      ---------               ---------

COMMITMENTS & CONTINGENCIES

SHAREHOLDERS' EQUITY
         Common stock                                                                    2,506                    2,506
         Additional paid in capital                                                  5,803,704                5,803,704
         Retained earnings                                                           3,266,966                3,249,868
         Notes receivable-officers                                                  (1,519,659)              (1,519,659)
                                                                                      ---------                ---------


TOTAL SHAREHOLDERS' EQUITY                                                           7,553,517                7,536,419
                                                                                      ---------               ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                       $   13,856,527             $14,245,499
                                                                                 ==============             ===========


            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

</TABLE>

<PAGE>


            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<S>                                                            <C>                 <C>           <C>              <C>

                                                                   THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                      NOVEMBER 30,                      NOVEMBER 30,
                                                                 2000                1999          2000             1999
                                                                 ----                ----          ----             ----
REVENUES:

       Service fees                                         $  4,523,115           $4,432,021    $8,952,255       $8,506,145
       Other income                                               90,724               98,604       184,392          186,620
       Interest income                                            46,911               39,929        95,519           80,258
                                                            ------------             --------    ----------       ----------
                                                               4,660,750            4,570,554     9,232,166        8,773,023
                                                               ---------            ---------     ---------        ---------

COSTS AND EXPENSES:
       Operating                                               2,732,176            2,876,549     5,349,576        5,470,287
       Selling, general and administrative                     1,111,536              970,951     2,290,066        1,909,310
       Depreciation and amortization                             695,262              614,172     1,359,217        1,186,875
       Interest expense                                           77,725               63,932       128,990          112,052
                                                                --------            ---------     ---------        ---------

TOTAL COSTS AND EXPENSES                                       4,616,699            4,525,604     9,127,849        8,678,524
                                                               ---------            ---------     ---------        ---------

EARNINGS FROM OPERATIONS BEFORE
INCOME TAXES                                                      44,051               44,950       104,317           94,499

       Income tax expense                                         36,221               18,230        87,219           38,745
                                                               ---------             --------     ---------        ---------

NET EARNINGS                                                $      7,830          $    26,720  $     17,098      $    55,754
                                                            ============          ===========  ============     ============

BASIC EARNINGS PER SHARE                                    $        .01          $       .01  $        .01      $       .02
                                                            ------------          -----------  ------------      -----------

DILUTED EARNINGS PER SHARE                                  $        .01          $       .01  $        .01      $       .02
                                                            ------------          -----------  ------------      -----------

</TABLE>

            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


<PAGE>


                         Sandata, Inc. and Subsidiaries

            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<S>                                                                                      <C>                         <C>
                                                                                                SIX MONTHS ENDED
                                                                                                  NOVEMBER 30,
                                                                                                 2000                  1999
                                                                                                 ----                  ----
Cash flows from operating activities:
Net earnings                                                                              $    17,098         $      55,754
Adjustments  to  reconcile  net  earnings  to net cash  provided  by  (used  in)
  operating activities:
     Depreciation and amortization                                                          1,359,217             1,186,875
     Gain on disposal of fixed assets                                                        (122,956)             (219,973)
     Increase in allowance for doubtful accounts receivable                                   (36,964)              (61,831)
     Increase (decrease) in deferred revenue                                                    3,240               (13,233)
     (Decrease) increase in deferred income                                                   (48,563)               40,060
     Decrease in operating assets                                                             523,431               880,705
     Decrease in operating liabilities                                                       (460,747)           (1,187,439)
                                                                                             --------            -----------

Net cash  provided by operating activities                                                  1,233,756               680,918
                                                                                            ---------             ---------
Cash flows from investing activities:
     Purchases of fixed assets                                                             (1,944,208)           (3,091,039)
     (Increase)decrease in receivables from affiliates                                       (217,475)              289,065
     Proceeds from sale/leaseback transaction                                                       0             1,115,000
                                                                                            ----------            ---------

Net cash used in investing activities                                                      (2,161,683)           (1,686,974)
                                                                                            ----------            ----------
Cash flows from financing activities:
     Proceeds from term loan                                                                  100,000
     Principal payments on term loan                                                         (100,000)                  ---
     Proceeds from line of credit                                                             200,000             1,800,000
     Principal payments on line of credit                                                    (100,000)           (1,600,000)
                                                                                             --------            -----------

Net cash provided by financing activities                                                     100,000               200,000
                                                                                             --------            ----------

     Decrease in cash and cash equivalents                                                   (827,927)             (806,056)
     Cash and cash equivalents at beginning of period                                       1,229,718             1,533,576
                                                                                          -----------             -----------
     Cash and cash equivalents at end of period                                           $   401,791          $    727,520
                                                                                          ===========          ============
</TABLE>

Supplemental Disclosure of Non-Cash Transaction

On November 22, 2000, the Company entered into a sale/leaseback of certain fixed
assets   (principally   computer   hardware  and  equipment)   with   Macrolease
International  Corporation.  The fixed  assets,  which  had a net book  value of
approximately   $421,500,   were  sold  for  $548,300.  The  resulting  gain  of
approximately  $126,800 was recorded as deferred income and is being  recognized
over the life of the lease,  which is thirty-six (36) months. The sale proceeds,
which are shown as other receivables in the financial statements,  were received
in December 2000.

            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


<PAGE>


                         SANDATA, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.       CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The  Consolidated   Condensed  Balance  Sheet  as  of  November  30,  2000,  the
Consolidated  Condensed  Statements  of  Operations  for the three and six month
periods  ended  November  30,  2000  and  1999  and the  Consolidated  Condensed
Statement of Cash Flows for the six month  periods  ended  November 30, 2000 and
1999 have been  prepared by  Sandata,  Inc.  and  subsidiaries  (the  "Company")
without audit. In the opinion of Management, all adjustments (which include only
normal,  recurring  adjustments)  necessary  to  present  fairly  the  financial
position as of November 30, 2000 and for all periods presented have been made.

For  information  concerning  the  Company's  significant  accounting  policies,
reference  is made to the  Company's  Annual  Report on Form 10-KSB for the year
ended May 31, 2000. Results of Operations for the period ended November 30, 2000
are not necessarily  indicative of the operating  results  expected for the full
year.

2.       RELATED PARTY TRANSACTIONS

The Company entered into an agreement in November, 1996 with an affiliate of the
Company's Chairman of the Board (the "Affiliate"),  the Nassau County Industrial
Development  Agency ("NCIDA") and a bank (the  "Agreement").  In connection with
the Agreement,  the Affiliate  assumed all of the Company's  obligations under a
lease  with the NCIDA and  entered  into a  sublease  with the  Company  for its
facility. The Company conveyed to the Affiliate the right to become owner of the
facility upon expiration of the lease. In addition,  pursuant to a sublease, the
Company has assumed certain obligations owed by the Affiliate to the NCIDA under
the lease.  The  Affiliate has  indemnified  the Company with respect to certain
obligations  relative  to the lease and the  Agreement.  The  Company  made rent
payments for its  facility  amounting to $140,320 and $281,220 for the three and
six months ended  November 30, 2000 as compared to $170,266 and $340,456 for the
three and six month ended  November 30, 1999.  The  reduction is the result of a
verbal  agreement  between  the  Company  and the  Affiliate  to reduce the rent
$150,000 on an annual basis effective June 1, 2000.

The Company makes various lease payments to affiliates of the Company's Chairman
of the Board.  The  payments  for  equipment  rental  amounted to  $105,807  and
$204,397  for the three and six months  ended  November  30, 2000 as compared to
$98,407 and $196,723 for the three and six months ended November 30, 1999.

     The Company derives revenue from National Medical Health Card Systems, Inc.
("Health Card"), a company  affiliated with the Company's Chairman of the Board,
for  providing  data  base  and  operating  system  support,  hardware  leasing,
maintenance and related  administrative  services.  The revenues  generated from
Health Card  amounted to $701,555  and  $1,260,579  for the three and six months
ended  November  30, 2000 as compared to $482,986 and $927,150 for the three and
six months ended  November 30, 1999. At November 30, 2000,  the Company was owed
$391,104 by Health Card.

At November  30,  2000,  the Company  owed  Health Card  $500,000  pursuant to a
promissory note, dated May 31, 2000, made payable by the Company to the order of
Health Card in the original  principal  amount of $500,000  plus interest at the
rate of  9-1/2%,  payable  quarterly.  The note,  which was  originally  due and
payable on June 1, 2001,  was  subsequently  amended to extend  such due date to
September  1, 2001 and  amended by Second  Amendment  to extend such due date to
March 31,  2002.  At November  30, 2000 the Company  owed  interest of $3,956 to
Health Card, which was subsequently paid.

Medical  Arts  Office  Services,  Inc.  ("MAOS"),  a  corporation  of which  the
Company's  Chairman of the Board is the sole  shareholder,  provided the Company
with accounting,  bookkeeping and paralegal  services.  The payments made by the
Company to MAOS  amounted to $84,141 and  $143,574  for the three and six months
ended  November  30, 2000 as compared to $74,097 and  $133,131 for the three and
six months ended November 30, 1999.At November 30, 2000 the Company owed $22,933
to MAOS, which was subsequently paid.

3.       NET EARNINGS PER COMMON SHARE

In 1997, the Financial Accounting Standards Board issued Standard No. 128 ("SFAS
No. 128"),  "Earnings per Share".  SFAS No. 128 replaced  calculation of primary
and fully diluted  earnings per share with basic and diluted earnings per share.
Basic earnings per share has been computed using the weighted  average number of
shares of common stock outstanding. Diluted earnings per share has been computed
using the basic weighted  average shares of common stock issued plus outstanding
stock options.

Basic earnings per share are based on the  weighted-average  number of shares of
common stock  outstanding,  which were  2,506,473  and 2,481,476 at November 30,
2000 and  1999,  respectively.  Diluted  earnings  per  share  are  based on the
weighted-average  number of shares of common  stock  adjusted for the effects of
assumed exercise of options and warrants under the treasury stock method,  which
were 2,707,676 and 2,481,476 at November 30, 2000 and 1999, respectively.

Options to purchase  870,500  shares of common stock in the  calendar  year 2000
were  outstanding at November 30, 2000 and were not included in the  computation
of diluted  earnings  per share  because the  exercise  price of the options was
greater than the average  market  price of the common  stock for the  respective
period.

4.       SALE/LEASEBACK TRANSACTION

On November 22, 2000, the Company entered into a sale/leaseback of certain fixed
assets   (principally   computer   hardware  and  equipment)   with   Macrolease
International  Corporation.  The fixed  assets,  which  had a net book  value of
approximately   $421,500,   were  sold  for  $548,300.  The  resulting  gain  of
approximately  $126,800 was recorded as deferred income and is being  recognized
over the life of the lease,  which is thirty-six (36) months. The sale proceeds,
which are shown as other receivables in the financial statements,  were received
in December 2000.

5.       COMMITMENTS AND CONTINGENCIES

On October 19, 1999, the Company and  Pro-Health  Systems,  Inc.  ("Pro-Health")
brought an action against Provider Solutions Corporation  ("Provider"),  Michael
Milvain and Charlotte  Fritchie,  in Supreme Court,  New York County,  Index No.
99-26033,  based on breach of contract,  fraudulent  misrepresentation and other
causes of action,  demanding  damages of  approximately  $10,000,000 (the "State
Action").

On October 22,  1999,  Provider  brought a federal  action in the United  States
District Court,  Eastern District (the "Federal Action"),  seeking to enjoin the
Company and Pro-Health from (i) hiring certain named employees;  (ii) soliciting
any present or former employees of Provider; and (iii) using, without Provider's
permission,  any trade  secret or other  proprietary  information  belonging  to
Provider.  The Federal Action also sought to enjoin employees from (i) divulging
to the Company,  Pro-Health or any other third party,  any trade secret or other
proprietary  information;  and  (ii)  accepting  employment  from  the  Company,
Pro-Health  or any  other  customer  or  competitor  of  Provider.  The  amended
complaint  ultimately  served on the  Company and  Pro-Health  on March 31, 2000
demanded  relief in the form of a permanent  injunction and damages  against the
Company  and   Pro-Health  for  total  amounts   ranging  from   $10,000,000  to
$15,000,000.  The Complaint  alleges claims of declaratory  judgment,  copyright
infringement, breach of fiduciary duty, breach of contract, and misappropriation
of trade secrets,  among others.  The State Action was removed and  consolidated
with the Federal Action.

The Company and Pro-Health asserted various counterclaims in the Federal Action,
demanding  damages  of  $10,000,000,   seeking  an  injunction  and  declaratory
judgment,  and  asserting  claims based on, among other  things,  Imposition  of
Constructive Trust, Breach of Contract, and Unfair Competition.

To date,  substantial  discovery has taken place and is continuing.  The Company
has asserted  claims and defenses  against  Provider and intends to continue its
prosecution of its claims and to vigorously defend all claims against it.

Notwithstanding  the foregoing,  because of the uncertainties of litigation,  no
assurances  can be given as to the  outcome of this  litigation.  If the Company
were not to prevail in this  litigation,  the  Company  could be required to pay
significant  damages to Provider and could be enjoined from taking those certain
actions  specified  above.  In  addition,  a negative  outcome  in the  Provider
litigation could have a material adverse affect on the Company,  including,  but
not limited to, its business, operations and financial condition.

The Company entered into an employment  agreement with Stephen Davies  effective
October 17, 2000. Pursuant to this agreement,  Mr. Davies has agreed to serve as
President  and  Chief  Operating  Officer  at  an  annual  salary  of  $175,000,
increasing  to $200,000 on January 31, 2001.  The  agreement  also  provides for
certain termination benefits,  which, depending upon the reason for termination,
can equal up to six  months  salary.  In  connection  with his  employment,  the
Company  granted to Mr. Davies  incentive stock options to purchase an aggregate
of 250,000 shares of common stock at an exercise price of $3.00 per share,  with
vesting periods ranging from December, 2000 to seven years.

6.       SHAREHOLDERS' EQUITY

The Company  has stock  options  outstanding  under four stock  option  plans as
follows:

Employees' Incentive Stock Option Plan (the "1984 Plan")

At November 30, 2000, there were 2,536 options  outstanding under the 1984 Plan.
Options  granted  under the 1984 Plan were  granted at exercise  prices not less
than fair market value on the date of grant.  Options outstanding expire in 2001
and no additional options may be granted under the 1984 Plan.

1995 Stock Option Plan (the "1995 Plan")

At November 30, 2000, there were 590,500 incentive options outstanding under the
1995 Plan, which provides for both incentive and nonqualified  stock options and
reserves  1,000,000 shares of common stock for grant.  Options granted under the
1995 Plan were granted at exercise prices not less than the fair market value at
the date of grant.  All options  outstanding  under the 1995 Plan are  currently
exercisable  at prices  ranging  from  $1.41 to $2.61 per share over a period of
five years from date of grant.

1998 Stock Option Plan (the "1998 Plan")

At November 30, 2000, there were 965,958 incentive options outstanding under the
1998 Plan, which provides for both incentive and nonqualified  stock options and
reserves  1,000,000  shares of common stock for grant.  All options  outstanding
under the 1998 Plan vest over three to six year periods and are  exercisable  at
prices  ranging from $1.31 to $3.00 per share over periods of five and ten years
from date of grant.  At November 30, 2000 there were 354,125  options  currently
exercisable.

On July 14,  1998,  the  Company's  Chairman  of the  Board,  certain  officers,
directors and a former  director and the spouse of an officer and 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  under the 1998 Plan 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. The Company has received interest payments on such notes in
the amount of $160,600.  At November 30, 2000, the  outstanding  balance on such
notes, including principal and accrued but unpaid interest, was $1,653,493.

2000 Stock Option Plan (the "2000 Plan")

     On October 17, 2000 the Board of  Directors  approved  the  adoption of the
2000  Plan.  The 2000  Plan was  subsequently  adopted  by  Shareholders  at the
Company's  Annual Meeting on November 20, 2000. At November 30, 2000, there were
150,000  incentive  options  outstanding under the 2000 Plan, which provides for
both incentive and nonqualified  stock options and reserves  1,500,000 shares of
common stock for issuance in connection with option grants.  Options outstanding
under the 2000 Plan vest over a seven-year period  commencing  December 31, 2000
and  ending  December  31,  2007 and are  exercisable  at $3.00 per share over a
period of ten years from the date of grant.  At November  30, 2000 there were no
options currently exercisable.

2000 Restricted Stock Grant Plan

On  September  1, 2000 the  Board of  Directors  approved  the  adoption  of the
Company's 2000 Restricted  Stock Grant Plan (the "Stock Grant Plan").  The Stock
Grant Plan was subsequently  adopted by the Shareholders at the Company's Annual
Meeting on November 20, 2000.  The Stock Grant Plan provides for the issuance of
shares that are subject to both standard restrictions on the sale or transfer of
such shares  (e.g.,  the standard  seven year vesting  schedule set forth in the
Stock  Grant  Plan)  and/or  restrictions  that the  Board may  impose,  such as
restrictions  relating to length of  service,  corporate  performance,  or other
restrictions.  As of  November  30, 2000 no grants had been made under the Stock
Grant Plan and,  therefore,  no shares had vested  under it.  There are  700,000
shares of Common  Stock  reserved for  issuance in  connection  with grants made
under the Stock Grant Plan.

7. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December  1999, the  Securities  and Exchange  Commission  staff issued Staff
Accounting  Bulletin  ("SAB")  No.  101,  Revenue  Recognition,  which  provides
guidance on the recognition and disclosure of revenues.  Adoption of SAB No. 101
is required by the fourth  quarter of fiscal 2001. The Company is in the process
of  evaluating  the effect  adoption  of SAB No. 101 will have on the  Company's
consolidated financial position and results of operations.

In March 2000, the FASB issued  Interpretation  No. 44,  "Accounting for Certain
Transactions   Involving   Stock   Compensation."   Among  other  issues,   this
Interpretation clarifies (a) the definition of employee for purposes of applying
Opinion 25, (b) the  criteria  for  determining  whether a plan  qualifies  as a
noncompensatory plan, (c) the accounting consequence of various modifications to
the terms of a previously  fixed stock option or award,  and (d) the  accounting
for an  exchange of stock  compensation  awards in a business  combination.  The
Company has adopted this pronouncement.


<PAGE>

                         SANDATA, INC. AND SUBSIDIARIES

      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
           ----------------------------------------------------------


RESULTS OF OPERATIONS

Revenue

Revenues  were  $4,660,750  and  $9,232,166  for the three and six months  ended
November 30, 2000 as compared to $4,570,554 and $8,773,023 for the three and six
months ended November 30, 1999, increasing $90,196 and $459,143, respectively.

Service fee revenues were $4,523,115 and $8,952,255 for the three and six months
ended  November 30, 2000 as compared to $4,432,021  and $8,506,145 for the three
and six  months  ended  November  30,  1999,  increasing  $91,094  and  $446,110
respectively.  The  increases  are  primarily  attributable  to a change  in the
pricing structure in the SHARP and SanTrax(R)  products offset by some decreases
in sales this quarter in SandataNET(R).

Other  income  was  $90,724  and  $184,392  for the three and six  months  ended
November  30, 2000 as compared  to $98,604  and  $186,620  for the three and six
months ended November 30, 1999,  decreasing $7,880 and $2,228 respectively.  The
decrease is attributable to a reduction in income  recognized on  sale/leaseback
transactions.

Expenses Related to Services

     Operating  expenses were  $2,732,176  and  $5,349,576 for the three and six
months ended  November 30, 2000 as compared to $2,876,549 and $5,470,287 for the
three and six months ended November 30, 1999,  decreasing  $144,373 and $120,711
respectively.  The primary factors for the decreases in operating  expenses were
reductions  in staff,  which  resulted  in  reductions  in payroll  and  related
expenses,  and the  expiration of certain  equipment  leases,  which resulted in
reduced equipment rental payments.

Selling,  general and administrative expenses were $1,111,536 and $2,290,066 for
the three and six months ended  November  30, 2000,  as compared to $970,951 and
$1,909,310  for the three and six months ended November 30, 1999, an increase of
$140,585  and  $380,756  respectively.  The  increases  were  primarily  due  to
increases in consulting,  payroll and commission  expenses  relative to expanded
efforts to increase sales in the SanTrax(R) and SandataNET(R) product lines, and
certain royalties payable to MCI Communications Corporation.

Depreciation  and  amortization  expenses were $695,262 and  $1,359,216  for the
three and six months  ended  November  30,  2000 as  compared  to  $614,172  and
$1,186,875  for the three and six months ended November 30, 1999, an increase of
$81,090 and $172,341 respectively.  The increases were primarily attributable to
fixed asset additions,  including computer hardware and software  capitalization
costs in connection with ongoing computer system upgrades.

Interest  expenses  were $77,725 and $128,990 for the three and six months ended
November  30, 2000 as compared  to $63,932  and  $112,052  for the three and six
months ended November 30, 1999 an increase of $13,793 and $16,938  respectively.
This increase was a result of incurring  indebtedness  under the promissory note
with Health Card and  increased  borrowings on the  Company's  revolving  credit
agreement.

Income Tax Expenses

Income tax expenses  were $36,221 and $87,219 for the three and six months ended
November  30,  2000 as  compared  to $18,230  and  $38,745 for the three and six
months ended November 30, 1999, an increase of $17,991 and $48,474 respectively.
The increase is due to tax treatment of software development costs, depreciation
and amortization,  and revenues from sale/leaseback transactions,  offset by net
operating loss carry forwards.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  cash  decreased  at November 30, 2000 to $401,791 as compared to
$1,229,718  at May 31,  2000.  The  primary  factors  that  contributed  to this
decrease  were  the  acquisition  of  fixed  assets  and an  increase  in  other
receivables  relating to the sale/leaseback  transaction  described in Note 4 to
the financial statements included herein. Had the proceeds from such transaction
been  received  prior to November  30, the decrease in cash would have been only
approximately $279,000. The increases in fixed assets and other receivables were
partially offset by decreases in both accounts receivable and accounts payable.

The Company's  working capital  decreased as of November 30, 2000 to $1,411,079,
as compared  with  $1,432,966  at May 31,  2000.  Although  working  capital has
remained  relatively  stable,  there was a slight  decrease,  due  primarily  to
decreases in cash, described above.

For the six months ended November 30, 2000, the Company has spent  approximately
$1,944,000  in fixed  asset  additions,  including  (i)  computer  hardware  and
software for upgrades and new  installations  and (ii)  software  capitalization
costs in  connection  with new  product  development.  The  Company  expects the
current levels of capital expenditures to continue.

On July 14,  1998,  the  Company's  Chairman  of the  Board,  certain  officers,
directors and, a former director and the spouse of an officer and an employee of
Sandsport Data Services,  Inc.  ("Sandsport"),  a wholly owned subsidiary of the
Company,  exercised  their  respective  options  and  warrants  to  purchase  an
aggregate  of 921,334  shares of Common  Stock  under the 1998 Plan 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. The Company has received interest payments on such notes in
the amount of $160,600.  At November 30, 2000, the  outstanding  balance on such
notes, including principal and accrued but unpaid interest, was $1,653,493.

On April 18, 1997,  Sandsport  entered into a revolving  credit  agreement  (the
"Credit  Agreement") with a bank (the "Bank") which allowed  Sandsport to borrow
amounts up to  $3,000,000.  Interest  accrued 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,  at the Bank's
prime rate. The Credit Agreement  required  Sandsport to pay a commitment fee in
the  amount of $30,000  and 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  and  to  extend  the
termination date to 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 the 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 of
the  Board.  The  Group's  guaranty  to the Bank was  modified  to  include  all
indebtedness incurred by the Company under the amended Credit Agreement.

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.  At May 31, 2000 the Group
failed to meet these net worth and  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 worth and  financial  ratios in
the future.  If such  waivers are not  granted any loans  outstanding  under the
Credit  Agreement become  immediately due and payble,  which may have an adverse
effect on the Company's business, operations or financial condition. At November
30, 2000,  the  outstanding  balance on the Credit  Agreement  with the Bank was
$2,350,000.

At November  30,  2000,  the Company  owed  Health Card  $500,000  pursuant to a
promissory note, dated May 31, 2000, made payable by the Company to the order of
Health Card in the original  principal  amount of $500,000  plus interest at the
rate of  9-1/2%,  payable  quarterly.  The note,  which was  originally  due and
payable on June 1, 2001,  was  subsequently  amended to extend  such due date to
September  1, 2001 and  amended by Second  Amendment  to extend such due date to
March 31,  2002.  At November  30, 2000 the Company  owed  interest of $3,956 to
Health Card, which was subsequently paid.

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>



                         SANDATA, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

ITEM 1  - LEGAL PROCEEDINGS:

Reference is made to the information  previously  reported in "Part I - Item 3 -
Legal  Proceedings"  of the Company's  Form 10-KSB for the fiscal year ended May
31,  2000 ;  reference  is  also  made to Note 5 of the  Notes  to  Consolidated
Condensed Financial Statements in Part I hereof.

ITEM 2  - CHANGES IN SECURITIES:

     During the fiscal  quarter  ended  November 30, 2000,  the Company  granted
incentive  stock  options  under the 1998  Stock  Option  Plan (the  "Plan")  to
purchase up to 62,878  shares of common stock for $3.00 per share.  Such options
vest over a three year  period  commencing  upon the  completion  of one year of
employment with the Company and terminate after five years. At November 30, 2000
an aggregate of 965,958 options had been granted under the Plan.

     During the fiscal  quarter  ended  November 30, 2000,  the Company  granted
incentive  stock  options  under the 2000 Stock Option Plan (the "2000 Plan") to
purchase up to 150,000 shares of common stock for $3.00 per share.  Such options
vest over a seven year period  commencing  December 31, 2000 and ending December
31, 2007, and are exercisable over a period of ten years from the date of grant.
At November 30, 2000 an aggregate of 150,000  options had been granted under the
2000 Plan.

ITEM 3  - DEFAULTS UPON SENIOR SECURITIES:

None

ITEM 4  - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

     A. The Registrant  held its Annual Meeting of  Shareholders on November 20,
2000.

     B. Five (5) directors were elected at the Annual Meeting to serve until the
next Annual Meeting of Shareholders  and until their  respective  successors are
duly elected and qualified,  or until their earlier resignation or removal.  The
names of these  directors  and votes cast in favor of their  election  and votes
withheld are as follows:

<PAGE>



     Name                     Votes For           Votes Withheld

     Bert E. Brodsky          1,472,269              5,145
     Hugh Freund              1,472,271              5,143
     Gary Stoller             1,472,326              5,088
     Paul J. Konigsberg       1,472,326              5,088
     Ronald L. Fish           1,472,326              5,088

     C. The adoption of the 2000 Stock Option Plan,  reserving  1,500,000 shares
for issuance under such plan, was approved as set forth below:

                              Votes For           Votes Against

                              1,465,277             12,137

     D. The adoption of the 2000 Restricted Stock Grant Plan,  reserving 700,000
shares for issuance under such plan, was approved as set forth below:

                              Votes For           Votes Against

                              1,465,288             12,093

ITEM 5  - OTHER INFORMATION:

None

ITEM 6  - EXHIBITS AND REPORTS ON FORM 8-K:

(a)  Exhibits

     3(A)(i)  Certificate  of  Incorporation  and Amendments  thereto  including
Certificate of Ownership and Merger (DE) and Agreement and Plan of Merger (1)

     3(A)(ii)  Certificate of Amendment to Certificate  of  Incorporation  filed
July 27, 1993 (1)

     3(A)(iii)  Certificate of Amendment to Certificate of  Incorporation  filed
May 26, 1995 (1)

     3(B) By-Laws (1)

     4.1 Nassau County  Industrial  Development  Agency  Industrial  Development
Revenue Bonds (1994 Brodsky Sibling Realty Inc. Project) dated June 1, 1994 (1)

     4.2  Revolving  Credit  Agreement  dated as of April 20,  1995 by and among
Sandsport Data Services, Inc. and Marine Midland Bank (1)

     4.3 Nassau County  Industrial  Development  Agency  Industrial  Development
Revenue  Bonds  (1994  Brodsky  Sibling  Realty  Inc.  Project)  Assumption  and
Amendment of Certain Agreements dated July 1, 1995 (1)

     4.4 Loan  Agreement  dated August 11, 1995 between  Sandata,  Inc. and Long
Island Development Corporation (1)

     4.5 "504"  Note  dated  August 11,  1995 from the Long  Island  Development
Corporation to Sandata, Inc. (1)

     4.6 Nassau County  Industrial  Development  Agency  Industrial  Development
Revenue  Bonds  (1994  Brodsky  Sibling  Realty  Inc.  Project)  Assumption  and
Amendment of Certain Agreements dated November 1, 1996 (3)

     4.7  Revolving  Credit  Agreement  dated as of April 18,  1997 by and among
Sandsport Data Services, Inc. and Marine Midland Bank (3)

     4.8 Second  Amendment  dated as of February  14, 2000 to  Revolving  Credit
Agreement by and among Sandsport Data Services, Inc. and HSBC Bank USA (6)

     4.9 Letter,  dated October 13, 2000,  from HSBC Bank USA to Sandsport  Data
Services, Inc. (7)

     10.1 Software License Agreement and Distribution  Agreement between Sandata
Home Health Systems, Inc. and Fastrack Healthcare Systems, Inc. dated as of June
15, 1995 (1)

     10.2 Employees' Incentive Stock Option Plan (1)

     10.3 First Amendment to Incentive Stock Option Plan dated April 4, 1989 (1)

     10.4 Second  Amendment  to Incentive  Stock Option Plan dated  December 18,
1990 (1)

     10.5 1986 Non-statutory Stock Option Plan (1)

     10.6 Amendment to 1986 Non-statutory  Stock Option Plan dated April 4, 1989
(1)

     10.7 1995 Stock Option Plan (1)

     10.8 1998 Stock Option Plan (5)

     10.9 2000 Stock Option Plan

     10.10 2000 Restricted Stock Grant Plan

     10.11 Common Stock Purchase Warrants as issued to Bert E. Brodsky (1)

     10.12 Deferred  Compensation  Plan dated May 1, 1992 between the Registrant
and Bert E. Brodsky (1)

     10.13 Form of agreement  between  Sandsport Data Services,  Inc. and vendor
agency (2)

     10.14 Form of agreement  between  Sandsport Data Services,  Inc. and vendor
agency (2)

     10.15 Form of Subscription Agreement dated December 23, 1996 (2)

     10.16 Form of Subscription Agreement dated September 12, 1996 (2)

     10.17 Form of Common Stock Purchase Warrant ($5.00 Exercise Price) (2)

     10.18 Form of Common Stock Purchase Warrant ($7.00 Exercise Price) (2)

     10.19 Form of Redeemable Common Stock Purchase Warrant (2)

     10.20  Employment  Agreement  dated February 1, 1997 between the Registrant
and Bert E. Brodsky (3)

     10.21 Form of Pledge Agreement (4)

     10.22 Form of Non-Negotiable Promissory Note (4)

     10.23 Stock Option Agreement dated December 10, 1998 between the Registrant
and Bert E. Brodsky (6)

     10.24 Stock Option  Agreement dated February 3, 2000 between the Registrant
and Bert E. Brodsky (6)

     10.25 Stock Option  Agreement  dated April 15, 2000 between the  Registrant
and Stephen Davies (6)

     10.26  Promissory Note dated May 31, 2000 between  National  Medical Health
Card Systems, Inc. and the Registrant (6)

     10.27 Amended  Promissory Note dated May 31, 2000 between  National Medical
Health Card Systems, Inc. and the Registrant (7)

     10.28  Second  Amendment  to  Promissory  Note dated May 31,  2000  between
National Medical Health Card Systems, Inc. and the Registrant

     10.29  Employment  Agreement  dated October 17, 2000 between the Registrant
and Stephen Davies

     10.30 Stock Option  Agreement dated October 17, 2000 between the Registrant
and Stephen Davies

     16 Letter re Change in Certifying Accountant (1)

     27     Financial     Data     Schedule     (for     electronic      filing)
---------------------------

(1)      The Company hereby  incorporates the footnoted  Exhibit by reference in
         accordance with Rule 12b-32, as such Exhibit was originally filed as an
         Exhibit to the  Company's  Report on Form  10-KSB  for the fiscal  year
         ended May 31, 1995.

(2)      The Company hereby  incorporates the footnoted  Exhibit by reference in
         accordance with Rule 12b-32, as such Exhibit was originally filed as an
         Exhibit to Amendment No. 1 to Form S-3 Registration  Statement as filed
         with the Securities and Exchange Commission on May 27, 1997.

(3)      The Company hereby  incorporates the footnoted  Exhibit by reference in
         accordance with Rule 12b-32, as such Exhibit was originally filed as an
         Exhibit to the  Company's  Report on Form  10-KSB  for the fiscal  year
         ended May 31, 1997.

(4)      The Company hereby  incorporates the footnoted  Exhibit by reference in
         accordance with Rule 12b-32, as such Exhibit was originally filed as an
         Exhibit to the  Company's  Report on Form  10-KSB  for the fiscal  year
         ended May 31, 1998.

(5)      The Company hereby  incorporates the footnoted  Exhibit by reference in
         accordance with Rule 12b-32, as such Exhibit was originally filed as an
         Exhibit to the  Company's  Report on Form  10-KSB  for the fiscal  year
         ended May 31, 1999.

(6)      The Company hereby  incorporates the footnoted  Exhibit by reference in
         accordance with Rule 12b-32, as such Exhibit was originally filed as an
         Exhibit to the  Company's  Report on Form  10-KSB  for the fiscal  year
         ended May 31, 2000.

(7)      The Company hereby  incorporates the footnoted  Exhibit by reference in
         accordance with Rule 12b-32, as such Exhibit was originally filed as an
         Exhibit to the  Company's  Report on Form  10-QSB for the period  ended
         August 31, 2000.

(b)  Reports on Form 8-K

     There were no Current  Reports on Form 8-K filed by the Company  during the
quarter ended November 30, 2000.


<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, INC.
                                               (Registrant)



Date:    January 12, 2001             By:      /s/ Bert E. Brodsky

                                      Bert E. Brodsky
                                      Chairman of the Board
                                      Principal Executive Officer and
                                      Principal Financial and Accounting Officer