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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                        
                                 FORM 10-KSB/A

             Annual report pursuant to Section 13 or 15(d) of the 
                        Securities Exchange Act of 1934
                  For the fiscal year ended December 31, 1997

                        Commission file number 000-23673
                                               ---------

                       GENTLE DENTAL SERVICE CORPORATION
       (Exact name of small business issuer as specified in its charter)



        Washington                                               91-1577891
-------------------------------                              -------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

22800 Savi Ranch Parkway, Suite 206, Yorba Linda, CA           92887
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(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number: (714) 998-0587

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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   [_] 

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.   [X]

Issuer's revenues for its most recent fiscal year:  $43,403,000

Aggregate market value of Common Stock held by nonaffiliates of the registrant
at February 28, 1998:  $39,500,000.  For purposes of this calculation, officers
and directors are considered affiliates.

Number of shares of Common Stock outstanding at February 28, 1998: 7,769,925.
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                               TABLE OF CONTENTS
                                        

PART IV..............................................................   1

   Item 13.  Exhibits and Reports on Form 8-K........................   1
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                                    PART IV
                                        
Item 13.  Exhibits and Reports on Form 8-K

(a)    Exhibits

 2.1   Agreement and Plan of Merger of Gentle Dental Service Corporation and GMS
       Dental Group, Inc. dated October 30, 1997, incorporated by reference to
       the Company's Report on Form 8-K, Accession No. 97-000678.
 
 3.1   Restated Articles of Incorporation, incorporated by reference to the
       Company's Registration Statement on Form SB-2, Registration No. 33-13529.

 3.2   Bylaws, as amended, incorporated by reference to the Company's
       Registration Statement on Form SB-2, Registration No. 33-13529.

 4.1   Restated Articles of Incorporation (filed as Exhibit 3.1).

 4.2   Bylaws, as amended (filed as Exhibit 3.2).

10.1   1993 Stock Incentive Plan, incorporated by reference to the Company's
       Annual Report on Form 10-KSB, filed on March 31, 1998, Accession No. 98-
       000274.

10.2   Stock Acquisition Agreement dated as of June 21, 1996 between the Company
       and The ServiceMaster Company Limited Partnership, incorporated by
       reference to the Company's Registration Statement on Form SB-2,
       Registration No. 33-13529.

10.3   Form of Warrant Subscription and Guarantor Agreement dated as of May 31,
       1996 between the Company and various officers, directors, and
       shareholders of the Company, incorporated by reference to the Company's
       Registration Statement on Form SB-2, Registration No. 33-13529.

10.4   Employment Agreement dated November 3, 1997, by and between Dany Y. Tse,
       DMD and the Company.

10.5   Employment Agreement dated November 3, 1997, by and between Michael T.
       Fiore and the Company.

10.6   Employment Agreement dated November 3, 1997, by and between L. Theodore
       Van Eerden and the Company.

10.7   Employment Agreement dated August 31, 1996, by and between Grant M.
       Sadler and GMS Dental Group, Inc.

10.8   Employment Agreement dated November 7, 1996, by and between Norman
       Huffaker and GMS Dental Group, Inc.

10.9   1996 Stock Option Plan of GMS Dental Group, Inc.

10.10  1996 Performance Stock Option Plan of GMS Dental Group, Inc.

10.11  Incentive Stock Option Agreement dated April 1, 1997, by and between
       Michael T. Fiore and GMS Dental Group, Inc.

10.12  Stock Option Agreement dated April 1, 1997, by and between Michael T.
       Fiore and GMS Dental Group, Inc.

10.13  Promissory Note dated April 1, 1997, executed by Michael T. Fiore in
       favor of GMS Dental Group, Inc., incorporated by reference to the
       Company's Annual Report on Form 10-KSB, filed on March 31, 1998,
       Accession No. 98-000274.

10.14  Security Agreement dated April 1, 1997, by and between Michael T. Fiore
       and GMS Dental Group, Inc.

10.15  Acknowledgement and Clarification of Repurchase Rights Agreement dated
       October 31, 1997, by and between Michael T. Fiore and GMS Dental Group,
       Inc.
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10.16   Founder Stock Purchase Agreement dated August 31, 1996, by and between
        Grant M. Sadler and GMS Dental Group, Inc.

10.17   Promissory Note dated August 31, 1996, executed by Grant M. Sadler in
        favor of GMS Dental Group, Inc.

10.18   Security Agreement dated August 31, 1996, by and between Grant M. Sadler
        and GMS Dental Group, Inc.

10.19   Common Stock Escrow Agreement dated October 11, 1996, by and among Grant
        M. Sadler, Kenneth J. Davis and GMS Dental Group, Inc.

10.20   Acknowledgement and Clarification of Repurchase Rights Agreement, dated
        October 31, 1997, by and among Grant M. Sadler, Kenneth J. Davis and GMS
        Dental Group, Inc.

10.21   Incentive Stock Option Agreement dated December 4, 1996, by and between
        Norman Huffaker and GMS Dental Group, Inc.

10.22   Stock Option Agreement dated December 4, 1996, by and between Norman
        Huffaker and GMS Dental Group, Inc.

10.23   Acknowledgement and Clarification of Repurchase Rights Agreement dated
        October 31, 1996, by and between Norman R. Huffaker and GMS Dental
        Group, Inc.

+10.24  Dental Group Management Agreement dated October 11, 1996, by and between
        Alan M. Slutsky, DMD, a Professional Corporation, and Slutsky Dental
        Corporation.
 
+10.25  Dental Group Management Agreement dated October 11, 1996, by and between
        GMS Dental  Group Management of Hawaii, Inc. and Dental Care Centers of
        Hawaii, Inc.

+10.26  Dental Group Management Agreement dated October 11, 1996, by and between
        Henry J. Lerian, Trustee of the Henry J. Lerian and Jeanette P. Lerian
        Irrevocable Marital Trust U/D/T 03/23/94, Henry J. Lerian, Trustee of
        the Henry J. Lerian and Jeanette P. Lerian Revocable Survivor's Trust
        U/D/T 03/23/04, Henry J. Lerian, DDS and Lerian Dental Corporation.

+10.27  Dental Group Management Agreement dated June 30, 1997, by and between
        Warren M. Francis, Jr. D.D.S., Inc. and Francis Dental Corporation.

+10.28  Dental Group Management Agreement dated June 30, 1997, by and between
        Warren M. Francis, Jr. D.D.S., Inc. and Burrell Dental Corporation.

+10.29  Dental Group Management Agreement dated June 30, 1997, by and between
        Warren M. Francis, Jr. D.D.S., Inc. and Ashrafi Dental Corporation.

+10.30  Dental Group Management Agreement dated October 11, 1996, by and between
        GMS Dental Group Management of Hawaii, Inc. and Hualalai Dental
        Services, Inc.

+10.31  Dental Group Management Agreement dated February 24, 1997, by and
        between Naismith Dental Corporation and Yep Dental Corporation.

10.32   Dental Group Management Agreement dated October 11, 1996, by and between
        GMS Dental Group Management, Inc. and Idaho Dental Group, P.A.

10.33   Dental Group Management Agreement dated July 24, 1997, by and between
        GMS Dental Group Management, Inc. and Fremont Dental Group.

10.34   Dental Group Management Agreement dated July 24, 1997, by and between
        GMS Dental Group Management, Inc. and Mark Armstrong, D.D.S. d/b/a
        Concord Dental Care.
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10.35   Dental Group Management Agreement dated October 31, 1997, by and between
        GMS Dental Group Management, Inc. and Charles Murillo, D.D.S. d/b/a
        Community Dental Group.

10.36   Dental Group Management Agreement dated July 24, 1997, by and between
        GMS Dental Group Management, Inc. and Sam Samudio, D.D.S. d/b/a
        Pleasanton Dental Care.

10.37   Dental Group Management Agreement dated October 31, 1997, by and between
        Premier Dental Care, Inc. and SJL, P.A.

+10.38  Dental Group Management Agreement dated February 24, 1997, by and
        between Naismith Dental Corporation and Burns Dental Corporation.

10.39   Credit Agreement dated October 10, 1996, as amended, by and among GMS
        Dental Group Management, Inc., GMS California Acquisition Company, GMS
        Hawaii Acquisition Company and Imperial Bank.

+10.40  Support Services Agreement dated March 31, 1997, between the Company and
        Arena Dental Corporation.

10.41   Promissory Note dated July 24, 1997, executed by GMS Dental Group
        Management in favor of Fremont Dental Group.

10.42   Guaranty dated July 24, 1997, by GMS Dental Group, Inc. in favor of
        Fremont Dental Group.

10.43   Merger Agreement, dated as of September 21, 1997, between the Company,
        Gentle Dental Merger Corporation, a wholly-owned subsidiary of the
        Company, Dedicated Dental Systems, Inc., a California corporation,
        Arthur G. Kaiser, D.D.S. and Robert J. Newman, incorporated by reference
        to Company's Report on Form 10-QSB, Accession No. 97-000656.

10.44   Asset Purchase Agreement, dated as of September 21, 1997, between the
        Company, California Dental Practice Management Company, a California
        general partnership, Arthur G. Kaiser, D.D.S., Robert J. Newman and Mark
        Thomas, D.D.S., incorporated by reference to the Company's Report on
        Form 10-QSB, Accession No. 97-000656.

10.45   Asset Purchase Agreement, dated as of September 21, 1997, between the
        Company, California Dental Practice Management Company, a California
        general partnership, Arthur G. Kaiser, D.D.S., Robert J. Newman and
        Clarence Au, D.D.S., incorporated by reference to the Company's Report
        on form 10-QSB, Accession No. 97-000656.

10.46   Asset Purchase Agreement, dated as of September 21, 1997, between the
        Company and Arthur G. Kaiser, D.D.S., incorporated by reference to the
        Company's Report on Form 10-QSB, Accession No. 97-000656.

10.47   Dental Group Management Agreement dated as of January 1, 1998 between
        the Company and Tse, Saiget, Watanabe & McClure, Inc., P.S.,
        incorporated by reference to the Company's Annual Report on Form 10-KSB,
        filed on March 31, 1998, Accession No. 98-000274.

10.48   Dental Group Management Agreement dated as of January 1, 1998, between
        the Company and Gentle Dental of Oregon, P.C., incorporated by reference
        to the Company's Annual Report on Form 10-KSB, filed on March 31, 1998,
        Accession No. 98-000274.

10.49   Dental Group Management Agreement dated as of January 1, 1998 between
        the Company and Dany Tse, P.C., incorporated by reference to the
        Company's Annual Report on Form 10-KSB, filed on March 31, 1998,
        Accession No. 98-000274.

10.50   Asset Purchase Agreement dated February 28, 1998 by and between the
        Company and Affordable Dental Care, Inc., an Oregon corporation,
        incorporated by reference to the Company's Report on Form 8-K, filed on
        March 16, 1998, Accession No. 98-000196.

10.51   Stock Purchase Agreement dated February 28, 1998 between and among the
        Company, Managed Dental Care of Oregon, Inc., an Oregon corporation, and
        Gerald M. Bieze, D.D.S, incorporated by reference to the Company's
        Report on Form 8-K, filed on March 16, 1998, Accession No. 98-000196.
<PAGE>
 
10.52   Dental Group Management Agreement by and between the Company and
        Affordable Dental Care, P.C., an Oregon corporation, incorporated by
        reference to the Company's Annual Report on Form 10-KSB, filed on March
        31, 1998, Accession No. 98-000274.

10.53   Amendment dated February 28, 1998, to that certain Merger Agreement,
        dated September 21, 1997, between and among the Company, Gentle Dental
        Merger Corporation, a California corporation, Dedicated Dental Systems,
        Inc., a California corporation, Arthur G. Kaiser and Robert J. Newman,
        incorporated by reference to the Company's Annual Report on Form 10-KSB,
        filed on March 31, 1998, Accession No. 98-000274.

10.54   Amendment dated February 28, 1998, to that certain Asset Purchase
        Agreement, dated September 21, 1997, between and among the Company,
        California Dental Practice Management Company, a California general
        partnership, Arthur G. Kaiser, D.D.S., Robert J. Newman and Mark Thomas,
        D.D.S., incorporated by reference to the Company's Annual Report on Form
        10-KSB, filed on March 31, 1998, Accession No. 98-000274.

10.55   Amendment dated February 28, 1998, to that certain Asset Purchase
        Agreement, dated September 21, 1997, between and among the Company,
        California Dental Practice Management Company, a California general
        partnership, Arthur G. Kaiser, D.D.S., Robert J.. Newman and Clarence
        Au, D.D.S., incorporated by reference to the Company's Annual Report on
        Form 10-KSB, filed on March 31, 1998, Accession No. 98-000274.

10.56   Amendment dated February 28, 1998, to that certain Asset Purchase
        Agreement, dated September 21, 1997, by and between the Company and
        Arthur G. Kaiser, D.D.S., incorporated by reference to the Company's
        Annual Report on Form 10-KSB, filed on March 31, 1998, Accession No. 98-
        000274.

10.57   Amended and Restated Credit Agreement, dated as of January 7, 1998,
        between and among the Company, Imperial Bank and certain other credit
        parties, incorporated by reference to the Company's Annual Report on
        Form 10-KSB, filed on March 31, 1998, Accession No. 98-000274.

21.1    Subsidiaries of the Company.

23.1    Independent Auditors' Consent of KPMG Peat Marwick LLP, incorporated by 
        reference to the Company's Annual Report on Form 10-KSB, filed on March
        31, 1998, Accession No. 98-000274.

23.2    Independent Auditors' Consent of Price Waterhouse LLP, incorporated by 
        reference to the Company's Annual Report on Form 10-KSB, filed on March
        31, 1998, Accession No. 98-000274.

27.1    Financial Data Schedule, incorporated by reference to the Company's 
        Annual Report on Form 10-KSB, filed on March 31, 1998, Accession No. 
        98-000274.
_________________

+    Confidential Treatment Requested as to certain portions of this exhibit.
The portions of this exhibit for which confidential treatment is sought have
been filed separately with the Securities and Exchange Commission.

(b)  Reports on Form 8-K

On November 19, 1997, the Company filed a Current Report on Form 8-K to report
under Item 2 the merger of GMS Dental Group, Inc. with and into the Company on
November 4, 1997.  On November 21, 1997, the Company filed a Current Report on
Form 8-K to report under Item 4 a change in the Company's principal accountants
that occurred on November 14, 1997.  No financial statements were included in
either report.
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                                   SIGNATURES
                                        
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on May 28, 1998.

                                       GENTLE DENTAL SERVICE CORPORATION       
                                                                               
                                       By: MICHAEL T. FIORE                    
                                           -------------------------------------
                                           Michael T. Fiore                    
                                           President and Chief Executive Officer