CONFORMED COPY
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                   FORM 10-K/A
                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
                                       OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
For the transition period from __________ to __________

                         Commission file number 0-21600

                                   ECCS, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         New Jersey                                        22-2288911
--------------------------------            ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

One Sheila Drive, Tinton Falls, New Jersey                            07724
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)

                                 (732) 747-6995
                         -------------------------------
                         (Registrant's telephone number,
                              including area code)

           Securities registered pursuant to Section 12(b) of the Act:

   Title of each class                 Name of Each Exchange on Which Registered

-------------------------              -----------------------------------------

-------------------------              -----------------------------------------

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

                          Common Stock, $0.01 par value
--------------------------------------------------------------------------------
                                (Title of Class)

--------------------------------------------------------------------------------
                                (Title of Class)



<PAGE>

         Indicate  by check  mark  whether  the  Registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

         Yes:    X             No:
              -------              -------

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

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  of the Registrant:  $5,972,435 at February 28, 2001 based on the
last sales price on that date.

         Indicate the number of shares  outstanding of each of the  Registrant's
classes of common stock, as of February 28, 2001:

Class                                                   Number of Shares
-----                                                   ----------------

Common Stock, $.01 par value                                11,562,540






                                       -2-
<PAGE>




                                EXPLANATORY NOTE

     ECCS,  Inc. (the  "Company")  hereby amends Items 10, 11, 12 and 13 of Part
III of its Annual Report on From 10-K,  which was filed with the  Securities and
Exchange  Commission on March 30, 2001, by including the  disclosures  set forth
herein.




                                       -3-
<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The  persons  whose  names and  biographies  appear  below  are at  present
directors of the Company.  An  additional  nominee to the Board is not a current
member of the Board of  Directors;  however,  such  nominee  was a member of the
Board during fiscal 2000. The current  members of the Board of Directors who are
also nominees for election to the Board are as follows:

                                   SERVED AS A     POSITIONS WITH
             NAME          AGE    DIRECTOR SINCE   THE COMPANY
             ----          ---    --------------   --------------
Michael E. Faherty......    66         1994        Chairman of the Board and
                                                   Director

Gregg M. Azcuy..........    42         1996        President and Chief Executive
                                                   Officer and Director

Gale R. Aguilar.........    68         1995        Director

James K. Dutton.........    68         1994        Director

Donald E. Fowler........    63         1996        Director

Frank R. Triolo.........    67         1996        Director

     An  additional  nominee for election to the Board of Directors who is not a
current member of the Board is as follows:

             NAME          AGE
             ----          ---
Thomas I. Unterberg.....    70

     The principal  occupations and business  experience,  for at least the past
five years, of each Director and nominee are as follows:

     Mr.  Faherty  has  served as  Chairman  of the Board of the  Company  since
December 1994.  From December 1994 to June 1996, he also served as the Company's
Chief Executive  Officer.  Prior to that, from August 1994 through October 1994,
he provided consulting services to the Company. Since February 1977, Mr. Faherty
has been the principal of MICO, a general business consulting firm. From January
1992 to January  1994,  Mr.  Faherty  served as  President  and Chief  Executive
Officer of Shared Financial Systems,  Inc., a worldwide provider of software and
consulting  services to data  processing  market  segments that utilize  on-line
transaction  processing.  From  February  1989 to June  1992,  Mr.  Faherty  was
employed  by Intec  Corp.,  a company  engaged  in the  development  and sale of
hardware and software  systems  designed to measure online  defects,  serving as
President of such company during such time and, from February  1990,  serving as
its Chairman.  In addition,  from December 1992 to the present,  Mr. Faherty has
been a general partner of Faherty Property Co., a family investment partnership.

     In August 1995, ALC Communications  Corporation  merged into Frontier.  Mr.
Faherty  was a  director  of ALC  until  the time of such  merger  and  became a
director of Frontier upon the  consummation of such merger.  On April 10 and 11,
1995,  three  lawsuits were  commenced

                                      -4-

<PAGE>

against ALC as a result of its  announced  merger with  Frontier.  The  lawsuits
purport to be class actions  brought on behalf of all ALC  shareholders  against
ALC and its directors.  Among other things,  the complaints sought to enjoin the
merger or to obtain an award of damages.  On June 9, 1995,  the  Delaware  court
consolidated  the three cases for all purposes  under  Mayers v. Irwin,  et al.,
C.A.  No.  14196.  On  July  10,  1995,  ALC  and  its  directors  answered  the
consolidated complaint.

     Mr. Azcuy has been President, Chief Executive Officer and a Director of the
Company since June 1996. He joined us in April 1994 as Executive Vice President,
Products  Division.  In September 1994, he became Acting Chief Operating Officer
and, in February 1995, became Vice President and Chief Operating Officer.  Prior
to joining the Company, from 1993 to 1994, Mr. Azcuy was International Marketing
Manager for Hitachi  Data Systems  International,  a  manufacturer  of mainframe
storage products. From 1991 to 1993, Mr. Azcuy was Vice President, Marketing and
Sales,  for  System  Industries,  Inc.,  an Open  Systems  provider  of  storage
solutions  and,  prior to that,  from 1982,  held various  managerial  and sales
positions within Systems Industries.

     Mr.  Aguilar  has been a Director of the  Company  since  March  1995.  Mr.
Aguilar currently is President and a director of Mitem  Corporation,  a software
development company. Prior to that, from 1989 to 1992, Mr. Aguilar was Executive
Vice President of SF2, a company which pioneered RAID  technology.  From 1982 to
1988,  Mr.  Aguilar  served as Senior Vice  President of Marketing and Corporate
Development  for Prime  Computer.  Prior to that, for 27 years,  he held various
executive positions in sales, marketing and development with IBM Corporation.

     Mr.  Dutton has been a Director of the Company  since August 1994.  He is a
retired  business  executive.  He is  currently a director of Network  Equipment
Technologies, Inc., a publicly held company.

     Mr. Fowler has been a Director of the Company  since June 1996.  Mr. Fowler
is  Chairman  of IBT  Financial  and High Speed  Surfing,  both early  stage and
venture-capital backed companies. He serves on the Board of Directors of several
early stage companies and also serves on several advisory Boards. Mr. Fowler has
been CEO of there start-up  companies.  From 1986 to 1996, Mr. Fowler was Senior
Vice President at Tandem  Computers and previously  held executive  positions at
Bechtel Group and IBM. He is a member of the President's Cabinet at Cal Poly San
Louis Obispo, a California State University.

     Mr.  Triolo has been a Director  of the Company  since June 1996.  From
September 1995 to January 1997,  Mr. Triolo was chairman of Knowledge  Discovery
1, a software and services company.  Prior to that, from June 1994 to June 1995,
Mr. Triolo was the chairman and chief executive officer of Datacache, a computer
hardware  and  software  company.  Prior to that,  from 1992 to April 1994,  Mr.
Triolo served as a senior  officer with AT&T Global  Information  Solutions (now
NCR).  From 1985 to 1992,  he was a senior  officer with  Teradata  Corporation.
Prior  to  that,  he was a  senior  sales  executive  with  Amdahl  Corporation.
Currently, he is a consultant to technology companies in sales and marketing.

     Mr.  Unterberg was a Director of the Company from June 1996 until  February
2001 when he resigned.  Mr. Unterberg is Chairman,  Managing Director and member
of the Executive Committee of C.E. Unterberg, Towbin, an investment banking firm
which  serves  as  the  Company's  financial  advisor.   Unterberg  Harris,  the
predecessor firm to Unterberg Towbin,  was

                                      -5-

<PAGE>
the sole underwriter in our follow-on public offering in August 1997 and was the
lead manager in the  Company's  initial  public  offering in 1993.  In addition,
Unterberg Harris acted as placement agent in the Company's  private offerings of
preferred stock in 1995 and 1996.  From 1987 to 1989, Mr.  Unterberg was head of
Technology  Investment  Banking at Lehman Brothers.  From 1977 to 1986, he was a
General Partner,  Managing Director and Chairman of L.F. Rothschild,  Unterberg,
Towbin.  He currently serves as a director of AES  Corporation,  Electronics for
Imaging, Inc. and Systems and Computer Technology  Corporation,  each a publicly
held company.

     All Directors hold office until the next Annual Meeting of Shareholders and
until  their  successors  are duly  elected and  qualified.  There are no family
relationships among any of the nominees for the Board of Directors and executive
officers of the Company.

COMPENSATION OF DIRECTORS

     The  Company  paid each  non-employee  Director  $1,000 for the first Board
meeting,  whether  in-person or  telephonic,  held in each month that such Board
member  attended.  Pursuant  to these  arrangements,  Messrs.  Aguilar,  Dutton,
Faherty  and  Fowler,  each,  a Director  during  fiscal 2000 and nominee at the
Meeting,  received  $11,000 and Messrs.  Triolo and Unterberg,  each, a Director
during fiscal 2000 and nominee at the Meeting,  received  $9,000 in fiscal 2000.
The Company also reimbursed each outside Director for his reasonable expenses in
connection with his attendance at regularly  scheduled  meetings of the Board or
its committees.

     At the  Meeting  of the Board in  December  2000,  the Board  agreed to the
immediate discontinuance of the $1000 compensation per meeting for an indefinite
period of time.

     In addition,  the Company may,  from time to time and in the  discretion of
the Board of Directors,  grant  options or warrants to  Directors.  Non-employee
directors are also eligible to receive  options  pursuant to the Company's  1996
Non-Employee  Directors' Stock Option Plan, as amended (the "Non-Employee Plan")
as compensation for serving on the Company's Board of Directors.

     On February 23, 1996,  the Board of  Directors  adopted,  and on August 22,
1996 the shareholders of the Company approved,  the 1996  Non-Employee  Plan. On
June 22, 2000, the shareholders  approved an amendment to the 1996  Non-Employee
Plan  increasing  the maximum  number of shares of Common  Stock  available  for
issuance under the 1996 Non-Employee Plan from 150,000 to 500,000 shares.

     On January 3,  2000,  the  Company  granted to each  non-employee  Director
options to purchase  5,000  shares of Common  Stock under the 1996  Non-Employee
Plan at an exercise  price equal to $12.625 per share.  On January 2, 2001,  the
Company granted to each  non-employee  Director options to purchase 5,000 shares
of Common Stock under the 1996  Non-Employee  Plan at an exercise price equal to
$0.313 per share.

     Under the terms of the 1996 Non-Employee  Plan, each non-employee  Director
who first becomes a member of the Board shall be automatically  granted,  on the
date such person  becomes a member of the Board,  an option to  purchase  30,000
shares of Common Stock. In addition,  each non-employee Director who is a member
of the  Board on the  first  trading  day of each  year  shall be  automatically
granted on such date, without further action by the Board, an option to purchase
5,000 shares of Common Stock.

                                      -6-

<PAGE>
     As Chairman of the Board of  Directors,  Mr.  Faherty  received a salary of
$22,154 for fiscal  2000,  which salary ended  November  17, 2000.  Mr.  Faherty
agreed not to receive  regular  compensation  for the month of December 2000 and
for an indefinite period of time in fiscal 2001.

EXECUTIVE OFFICERS

     The  following  table  identifies  the  current  executive  officers of the
Company:

<TABLE>
<CAPTION>
                                           CAPACITIES IN                     IN CURRENT
         NAME               AGE            WHICH SERVED                    POSITION SINCE
         ----               ---            -------------                   --------------

<S>                          <C>                                                <C>
Gregg M. Azcuy.........      42   President and Chief Executive Officer         1996

Louis J. Altieri(1)....      41   Vice President, Finance and                   1995
                                  Administration

Priyan Guneratne(2)....      45   Vice President, Engineering and               1999
                                  Operations
</TABLE>

--------------

(1)  Mr. Altieri, C.P.A., joined the Company in September 1994 as Controller and
     became Vice President, Finance and Administration in October 1995. Prior to
     joining the Company,  from September 1991 until September 1994, Mr. Altieri
     served as corporate  controller of Monroe  Systems for  Business,  Inc., an
     international  manufacturer,  distributor and service  provider of business
     equipment. Prior to that, from June 1985 until September 1991, he served as
     corporate  controller/treasurer  of C.M.  Ofray  and Sons,  Inc.,  and Lion
     Ribbon  Company,  each a  manufacturer  of  novelty  ribbons  to  florists,
     wholesalers and large retailers.

(2)  Mr. Guneratne  joined the Company in 1992 as Director of Manufacturing  for
     the   Company's   Products   Division  and  later  served  as  Director  of
     Engineering. He became Vice President,  Operations in 1995 and subsequently
     was given additional  responsibilities  related to hardware  development in
     1998 and at that  time  became  Vice  President,  Operations  and  Hardware
     Development.  In December 1999, Mr. Guneratne was appointed Vice President,
     Engineering  and Operations.  Prior to joining the Company,  from 1986, Mr.
     Guneratne  served in various  product and design  positions  for  E-Systems
     Garland  Division,  including  Program  Manager,  Engineering  Manager  and
     Products  Manager.  From 1976  through  1986,  Mr.  Guneratne  held various
     positions in engineering  design and development at Unisys  Corporation and
     Raytheon Company.

     None of the Company's  executive officers is related to any other executive
officer,  any  Director of the Company or any  nominee for  Director.  Executive
officers of the Company are elected annually by the Board of Directors and serve
until their successors are duly elected and qualified.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section  16(a)of  the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange  Act"),  requires  the  Company's  Directors,  executive  officers and
shareholders who beneficially own

                                      -7-

<PAGE>
more  than 10% of any  class of  equity  securities  of the  Company  registered
pursuant to Section 12 of the Exchange Act to file initial  reports of ownership
and  reports of changes  in  ownership  with  respect  to the  Company's  equity
securities  with  the  Securities  and  Exchange  Commission  (the  "SEC").  All
reporting  persons are  required by SEC  regulation  to furnish the Company with
copies of all reports that such reporting  persons file with the SEC pursuant to
Section 16(a).

     The Company  believes that during the fiscal year ended  December 31, 2000,
its executive officers,  Directors and holders of more than 10% of the Company's
Common Stock complied with all Section 16(a) filing requirements. In making this
statement,  the  Company  has relied  upon the  written  representations  of its
Directors,  executive officers and holders of more than 10% of its Common Stock,
and its review of the reports submitted to the Company for 2000.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY OF COMPENSATION IN 2000, 1999 AND 1998

     The following Summary Compensation Table sets forth information  concerning
compensation  during  the  years  ended  December  31,  2000,  1999 and 1998 for
services in all capacities  awarded to, earned by or paid to the Company's Chief
Executive  Officer at any time during 2000 and each other  executive  officer of
the Company whose aggregate cash  compensation  exceeded  $100,000 at the end of
2000 (collectively, the "Named Executives").

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                             SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------------------
                                                  Annual Compensation                            Long-Term
                                                                                               Compensation

                                   -------------------------------------------------   ------------------------------

                                                                                                   Awards
                                                                                       ------------------------------
                                                                            Other        Restricted
                                                                           Annual      Stock Award(s)   Securities
        Name and Principal                      Salary        Bonus     Compensation        ($)         Underlying
             Position                Year         ($)          ($)         ($)(1)           (f)         Options (#)
               (a)                   (b)          (c)          (d)          (e)                             (g)
--------------------------------   --------   -----------   ---------   ------------   --------------   -----------
<S>                                  <C>       <C>           <C>             <C>            <C>          <C>
Gregg M. Azcuy, ...............      2000      $258,077          --          --             --           152,500(8)
   President and                     1999      $220,000      $154,223        --             --           200,000(2)
   Chief Executive Officer           1998      $199,230          --          --             --           516,309(3)

Louis J. Altieri,..............      2000      $169,616          --          --             --           121,000(8)
   Vice President, Finance and       1999      $149,692      $ 96,073        --             --           100,000(4)
   Administration                    1998      $134,692          --          --             --           121,000(5)

Priyan Guneratne,..............      2000      $189,423          --          --             --           118,000(8)
   Vice President, Engineering       1999      $149,642      $ 86,689        --             --           118,000(6)
   and Operations                    1998      $124,692          --          --             --           118,000(7)

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


(1)  The costs of certain  benefits are not included because they did not exceed
     the  lesser of  $50,000  or 10% of the  total  annual  salary  and bonus as
     reported above.

                                      -8-
<PAGE>

(2)  Represents  options  that the Company  granted on  December  17, 1999 at an
     exercise price of $10.75 per share.

(3)  Represents  options  that the Company  canceled,  reissued  and repriced in
     October  1998 at an exercise  price of $1.25 per share.  Such  options were
     initially  granted as follows:  (i) 75,000 options on October 6, 1994 at an
     exercise price of $2.44 per share;  (ii) 76,309 options on June 20, 1996 at
     an exercise price of $2.875 per share;  (iii) 25,000 options on October 26,
     1996 at an  exercise  price of $3.00 per  share;  (iv)  40,000  options  on
     December 30, 1996 at an exercise price of $4.50 per share;  and (v) 300,000
     options on February 18, 1998 at an exercise price of $4.00 per share,  such
     options being  originally  granted in October 1997 at an exercise  price of
     $8.00 per share.

(4)  Represents  options  that the Company  granted on  December  17, 1999 at an
     exercise price of $10.75 per share.

(5)  Represents  options  that the Company  canceled,  reissued  and repriced in
     October  1998 at an exercise  price of $1.25 per share.  Such  options were
     initially  granted as follows:  (i) 6,000  options on October 6, 1994 at an
     exercise price of $2.44 per share;  (ii) 20,000 options on February 1, 1995
     at an exercise  price of $2.125 per share;  (iii) 10,000 options on October
     26, 1995 at an exercise  price of $3.00 per share;  (iv) 20,000  options on
     June 20, 1996 at an exercise price of $2.875 per share;  (v) 15,000 options
     on  December  30, 1996 at an  exercise  price of $4.50 per share;  and (vi)
     50,000 options on February 8, 1998 at an exercise price of $4.00 per share,
     such options being originally  granted in October 1997 at an exercise price
     of $8.00 per share.

(6)  Represents  options that the Company  granted on June 24, 1999 and December
     17, 1999 at an exercise price of $3.44 and $10.75 per share, respectively.

(7)  Represents  options  that the Company  canceled,  reissued  and repriced in
     October  1998 at an exercise  price of $1.25 per share.  Such  options were
     initially  granted as follows:  (i) 18,000 options on October 6, 1994 at an
     exercise price of $2.44 per share;  (ii) 10,000 options on October 26, 1995
     at an exercise  price of $3.00 per share;  (iii) 10,000 options on June 20,
     1996 at an  exercise  price of $2.875 per  share;  (iv)  10,000  options on
     December  30,  1996 at an  exercise  price of $4.50 per  share;  (v) 10,000
     options on June 26, 1997 at an exercise price of $5.00 per share;  and (vi)
     60,000  options on  February  18,  1998 at an  exercise  price of $4.00 per
     share, such options being originally granted in October 1997 at an exercise
     price of $8.00 per share.

(8)  Represents  options  that the  Company  granted on August  16,  2000 at an
     exercise price of $2.78 per share.


                                      -9-
<PAGE>


OPTION GRANTS IN 2000

     The following table sets forth information  concerning individual grants of
stock options during 2000 to each of the Named Executives. The Company has never
granted any stock appreciation rights.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                  OPTION GRANTS IN 2000
--------------------------------------------------------------------------------------------------------------------------
                                ---------------------------------------------------------------
                                                      Individual Grants
                                ---------------------------------------------------------------
                                                                                                  Potential Realizable
                                                                                                 Value At Assumed Annual
                                                                                                  Rates Of Stock Price
                                                                                                 Appreciation For Option
                                                       Percent                                            Term(2)
                                     Number Of        Of Total                                  -------------------------
                                     Securities        Options
                                     Underlying      Granted To      Exercise
                                      Options         Employees      Or Base
                                     Granted(1)       In Fiscal       Price       Expiration
             Name                       (#)             Year          ($/Sh)         Date         5% ($)        10% ($)
             (a)                        (b)              (c)            (d)           (e)           (f)            (g)
-------------------------------    -------------    ------------   ------------   -----------   ------------   ----------
<S>                                  <C>                <C>            <C>          <C>           <C>            <C>
Gregg M. Azcuy.............          152,500(3)         11.4%          2.78         8/16/10       266,620        675,667

Louis J. Altieri...........          121,000(3)          9.1%          2.78         8/16/10       211,548        536,103

Priyan Guneratne...........          118,000(3)          8.8%          2.78         8/16/10       206,303        522,811
</TABLE>


(1)  An  aggregate of  1,336,500  options were granted  pursuant to stock option
     agreements  to employees  of the Company  during  fiscal 2000.  The options
     terminate on the  expiration  date,  subject to earlier  termination on the
     optionee's death, disability or termination of employment with the Company.
     Options are not assignable or otherwise  transferable except by will or the
     laws of descent and  distribution.  In the event of a reorganization of the
     Company, as defined in the Company's 1996 Stock Plan (the "1996 Plan"), the
     Board of Directors may, in its discretion, accelerate the exercise dates of
     outstanding options.

(2)  Based on a grant date fair market  value  equal to the grant date  exercise
     price per share of the applicable  option for each of the Named  Executives
     and assumes no adjustments to the grant date exercise price.

(3)  Such  options  were granted  outside of any of the  Company's  stock option
     plans and are  exercisable  to the extent of 50% of the options  granted on
     each of the first and second anniversary of the date of grant.


                                      -10-

<PAGE>


AGGREGATED OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUES

     The  following  table sets forth  information  concerning  each exercise of
options during 2000 by each of the Named  Executives and the year-end number and
value of unexercised  in-the-money options or warrants held by each of the Named
Executives.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                         AGGREGATED OPTION EXERCISES IN 2000
                                             AND YEAR-END OPTION VALUES
-----------------------------------------------------------------------------------------------------------
                                                                          Number Of
                                                                         Securities           Value Of
                                                                         Underlying         Unexercised
                                                                         Unexercised        In-The-Money
                                                                         Options At          Options At
                                                                          Fiscal              Fiscal
                                          Shares                          Year-End           Year-End
                                         Acquired         Value             (#)               ($)(1)
                                            On          Realized         Exercisable/       Exercisable/
                Name                    Exercise(#)        ($)          Unexercisable       Unexercisable
                 (a)                       (b)             (c)              (d)                 (e)
-----------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>              <C>                     <C>
Gregg M. Azcuy..................            --              --          572,559/302,500         0/0

Louis J. Altieri................          67,750       1,133,000(2)      88,500/206,500         0/0

Priyan Guneratne................          81,000       1,351,250(2)      85,500/196,000         0/0
</TABLE>


(1)  Based on a fiscal  year-end fair market value of the underlying  securities
     equal to $0.313 per share.

(2)  Represents  value  realized  if shares  were sold on the same day they were
     exercised,  however,  such shares were not sold during fiscal 2000 and were
     still held by the Named Executive at the end of such year.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

     Except as set forth below, there are no employment  contracts,  termination
of  employment  or   change-in-control   arrangements  with  any  of  the  Named
Executives.

     On April 27, 2001,  the  Compensation  and Option  Committee of the Company
approved a proposal to extend, for a period terminating on February 28, 2002, to
Gregg M.  Azcuy,  Louis J.  Altieri,  Priyan  Guneratne  and  Timothy  Berbrick,
(collectively,  the "Senior  Staff"),  certain  change of control  severance and
bonus payments  pursuant to certain Senior Staff Change In Control Severance And
Incentive   Compensation   Agreements  (the  "Change  In  Control  Agreements").
Specifically,  the Company agreed that (i) twelve (12) months  severance will be
paid to such  persons  in the event of  certain  terminations  after a change in
control of the Company and (ii) an incentive  bonus will be paid if such persons
are still in the employ of the Company at the completion of a change in control,
such bonus to be calculated based on the  consideration  received by the Company
in the change of control. If the consideration paid for the change in control is
more than $2.00 per share, net of incentive  compensation  paid or to be paid to
the

                                      -11-

<PAGE>

Senior  Staff,  then such  bonus  shall be three (3)  months  severance.  If the
consideration  paid for the change in control is less than $2.00 per share,  net
of  incentive  compensation  paid or to be paid to the Senior  Staff,  then such
bonus shall be one (1) month severance. The maximum severance and bonus payments
which could be payable to each of Messrs. Azcuy, Altieri, Guneratne and Berbrick
exceeds $100,000. The maximum aggregate severance and bonus payments which could
be payable by the Company to all covered  employees under such plan currently is
approximately $881,000.

     Under the 1996 Plan, in the event of a  reorganization  of the Company,  as
defined  in the 1996  Plan,  the  Board of  Directors  may,  in its  discretion,
accelerate the exercise dates of outstanding options.

EXECUTIVE LOAN POLICY

     In  October  1997,  the  Compensation   Committee  approved  the  Company's
Executive  Loan Policy.  Pursuant to such policy,  the Company may make loans to
officers  of the Company  (the  "Executive  Loans")  provided  the Company  will
benefit by entering into an Executive  Loan and that such loan only subjects the
Company to minimal financial risk. The officer requesting an Executive Loan must
pledge ample  collateral  as security for such loan and must be in good standing
with the Company  throughout the Executive Loan approval process.  The Company's
Chief  Executive  Officer  and its  Compensation  Committee  must  approve  each
Executive Loan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The only members of the Compensation Committee during fiscal 2000 were Gale
R. Aguilar,  James K. Dutton,  Michael E. Faherty, Frank R. Triolo and Donald E.
Fowler  (Chairperson  of the  Compensation  and Option  Committee) and Thomas I.
Unterberg.  On February  22,  2001,  Mr.  Unterberg  resigned as a member of the
Company's Board of Directors and its Compensation Committee.  Mr. Unterberg is a
current nominee for Director of the Company.

     Pursuant to a private  placement  completed on April 19, 2001 (the "Private
Placement"),  the Company  issued an  aggregate  of  2,000,000  shares of its 6%
Cumulative  Convertible  Preferred  Stock,  Series A (the  "Series  A  Preferred
Stock")  to  accredited   investors  for  aggregate   gross  proceeds  equal  to
$4,000,000.  The  Series A  Preferred  Stock has a 6%  cumulative  coupon and is
initially  convertible into the Company's Common Stock on an 8-for-1 basis. C.E.
Unterberg,  Towbin, an investment banking firm ("Unterberg  Towbin"),  served as
the Company's financial advisor in the Private Placement and received as its fee
125,000  shares of Series A Preferred  Stock plus  reimbursement  of  reasonable
expenses.  Thomas I. Unterberg is the Chairman,  Managing Director and member of
the Executive  Committee of Unterberg Towbin.  Mr. Unterberg,  a current nominee
for election to the Board of  Directors,  was a member of the Board of Directors
of the Company  from June 1996 until  February  2001.  Mr.  Unterberg  purchased
125,000 shares of Series A Preferred Stock in the Private  Placement on the same
terms and conditions as all other  purchasers.  Mr.  Unterberg is the beneficial
owner of 28.2% of the shares of Series A Preferred  Stock  issued in the Private
Placement  and 32.5% of the  Company's  Common  Stock.  For a discussion  of Mr.
Unterberg's  beneficial ownership of the Company's Series A Preferred and Common
Stock,  see "Item 12.  Security  Ownership  Of  Certain  Beneficial  Owners  and
Management."

                                      -12-

<PAGE>

     There are no  "interlocks",  as  defined  by the SEC,  with  respect to any
Director  who  for any  part of 2000  served  as a  member  of the  Compensation
Committee.

     In 2000,  the Company  granted to each of the  members of the  Compensation
Committee  options  to  purchase  Common  Stock of the  Company.  See  "Item 10.
Directors and Executive Officer of the Registrant -- Compensation of Directors."

PERFORMANCE GRAPH

     The following graph compares the cumulative total shareholder return on the
Company's  Common Stock with the cumulative total return on the Nasdaq Composite
Index and the  Nasdaq  Computer  Manufacturers  Index  for the five year  period
ending on the last day of the Company's  last  completed  fiscal year. The stock
performance  shown  on  the  graph  below  is not  indicative  of  future  price
performance.


                 COMPARISON OF CUMULATIVE TOTAL RETURN(1)(2)(3)
                  Among the Company, the Nasdaq Composite Index
                   and the Nasdaq Computer Manufacturers Index




                        [PERFORMANCE GRAPH]






<TABLE>
<CAPTION>
                                        12/31/95      12/31/96      12/31/97     12/31/98     12/31/99      12/31/00
       ------------------------------ ------------- ------------- ------------ ------------ -------------- -----------
<S>                                      <C>           <C>           <C>          <C>          <C>            <C>
       Nasdaq Composite                  $100.00       $123.04       $150.69      $212.51      $394.92        $237.62
       Index
       ---------------------------------------------------------------------------------------------------------------
       Nasdaq Computer                   $100.00       $133.89       $161.79      $351.89      $746.28        $420.46
       Manufacturers Index
       ---------------------------------------------------------------------------------------------------------------
       ECCS, Inc.                        $100.00       $250.00       $371.43       $96.46      $721.43         $17.89
       ---------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Graph assumes $100  invested on December 31, 1995 in the  Company's  Common
     Stock,  the Nasdaq  Composite Index and the Nasdaq  Computer  Manufacturers
     Index.

(2)  Cumulative total return assumes reinvestment of dividends.

(3)  Year ending December 31.

                                      -13-

<PAGE>


COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation and Option Committee has furnished the following report:

     The  Company's  executive  compensation  policy is  designed to attract and
retain highly qualified  individuals for its executive  positions and to provide
incentives for such executives to maximize  Company  performance by aligning the
executives'   interest  with  that  of  shareholders  by  basing  a  portion  of
compensation on corporate performance.

     The  Compensation  and Option  Committee  generally  determines base salary
levels for executive officers of the Company at or about the start of the fiscal
year and  determines  actual bonuses after the end of the fiscal year based upon
Company and individual performance.

     The Company's executive officer  compensation  program is comprised of base
salary,  discretionary annual cash bonuses,  stock options,  Executive Loans and
various other benefits,  including medical insurance and a 401(k) Plan which are
generally available to all employees of the Company.

     Salaries are  established  in accordance  with industry  standards  through
review of publicly available information concerning the compensation of officers
of comparable companies.  Consideration is also given to relative responsibility
and seniority and individual  experience and  performance.  Salary increases are
generally  made based on increases in the  industry for similar  companies  with
similar  performance  profiles and/or  attainment of certain division or Company
goals.

     Bonuses are paid on an annual basis which are tied to Company profitability
and revenue levels. The amount of bonus is based, in part, on criteria which are
designed to  effectively  measure a particular  executive's  attainment of goals
which  relate  to his or her  duties  and  responsibilities  as well as  overall
Company  performance.  In  general,  the  annual  incentive  bonus  is  based on
financial results of the Company.

     The stock option program is designed to relate  executives'  and employees'
long-term  interests to shareholders'  long-term  interests.  In general,  stock
option  awards are granted on a periodic  basis if  warranted  by the  Company's
growth and  profitability.  Stock options are awarded on the basis of individual
performance and/or the achievement of internal strategic objectives.

     The  Company  may  make  Executive   Loans  to  its  officers   provided  a
demonstrated  benefit  to the  Company  exists  for  making  such  loans and the
financial  risk to the Company is minimal.  The officer  requesting an Executive
Loan  must be in good  standing  with the  Company  and must  pledge  sufficient
collateral  as security  for such loan.  In general,  the approval and amount of
such  Executive  Loans  are  based  on  the  requesting   officer's   individual
performance and his or her level of responsibility within the Company.

     Section 162(m) of the Internal Revenue Code disallows the  deductibility by
the  Company of any  compensation  over $1 million  paid to the Chief  Executive
Officer  or any of the other four most  highly  compensated  executives,  unless
certain  criteria are satisfied.  The Company's Chief Executive  Officer and the
other named  executives have not received annual  compensation  over $1 million,
and the  Company has not  determined  what  measures,  if any, it should take to
comply with Section 162.

                                      -14-

<PAGE>

     Based on a review of available  information,  the  Compensation  and Option
Committee  believes  that the current  Chief  Executive  Officer's  total annual
compensation  is  reasonable  and  appropriate  given the size,  complexity  and
historical  performance  of the Company's  business,  the Company's  position as
compared to its peers in the industry,  and the specific challenges faced by the
Company during the year, such as changes in the market for computer products and
manufacturers'  product lines, as well as variations in prices and  distribution
channels,  and other industry factors. No specific weight was assigned to any of
the criteria relative to the Chief Executive Officer's compensation.

                                        Compensation, Option and Stock
                                        Purchase Plan Committee Members
                                        (as currently constituted)


                                        Gale R. Aguilar
                                        James K. Dutton
                                        Michael E. Faherty
                                        Frank R. Triolo
                                        Donald E. Fowler



                                     - 15 -
<PAGE>


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

COMMON STOCK

     There are, as of April 19, 2001,  approximately 146 holders of record.  The
following table sets forth certain information,  as of April 19, 2001, regarding
the beneficial ownership of the Company's Common Stock by (i) each person who is
known by the  Company  to be the  beneficial  owner of more than 5% of the total
number of shares of Common Stock  outstanding as of such date,  (ii) each of the
Company's Directors,  nominees for Director and Named Executives,  and (iii) all
Directors and current executive officers as a group.
<TABLE>
<CAPTION>

                                                     AMOUNT AND NATURE
NAME AND ADDRESS                                       OF BENEFICIAL           PERCENT
OF BENEFICIAL OWNER (1)                                 OWNERSHIP(1)         OF CLASS(2)
--------------------                                 -----------------       -----------
<S>          <C>                                         <C>                    <C>
(i) Certain Beneficial Owners:

C.E. Unterberg, Towbin Capital Partners I, L.P.
350 Madison Avenue
New York, NY 10017.............................          1,000,000(3)            8.0%

Marjorie and Clarence E. Unterberg Foundation,
Inc.
350 Madison Avenue
New York, NY 10017.............................          1,000,000(3)            8.0%

C.E. Unterberg, Towbin (a California Limited
Partnership)
350 Madison Avenue
New York, NY 10017.............................          1,400,000(3)           10.8

(ii) Directors, Nominees and Named
     Executives:

Gale R. Aguilar...................................          42,500(4)             *
James K. Dutton...................................          42,500(4)             *
Michael E. Faherty................................         394,274(5)            3.3%
Donald E. Fowler..................................          42,500(4)             *
Frank R. Triolo...................................          42,500(4)             *
Thomas I. Unterberg...............................       5,335,000(6)           32.5%
Gregg M. Azcuy....................................         575,905(7)            4.7%
Louis J. Altieri..................................         153,809(8)            1.3%
Priyan Guneratne..................................         169,500(9)            1.5%

(iii) All Directors and current executive officers
      as a group (8 persons)......................      1,463,488(10)           11.4%
</TABLE>
                                     - 16 -

<PAGE>



------------------
*    Less than one percent.

(1)  Except  as set  forth  in the  footnotes  to  this  table  and  subject  to
     applicable community property law, the persons named in the table have sole
     voting and sole investment power with respect to all shares of Common Stock
     shown as beneficially owned by such shareholder.

(2)  Applicable  percentage of ownership is based on 11,562,540 shares of Common
     Stock  outstanding on April 19, 2001, plus any presently  exercisable stock
     options or warrants held by each such holder and options or warrants  which
     will  become  exercisable  within 60 days after  April 19,  2001,  plus any
     securities  presently  convertible  into Common  Stock or which will become
     convertible  within 60 days after April 19, 2001.

(3)  Represents  shares of Common Stock issuable upon the conversion of Series A
     Preferred Stock.

(4)  Represents  42,500  shares of Common  Stock  subject to  options  which are
     exercisable  at April 19, 2001 or which will become  exercisable  within 60
     days of such date.

(5)  Includes  341,348  shares of Common  Stock  subject to  warrants or options
     which are  exercisable  at April 19, 2001 or which will become  exercisable
     within 60 days of such date.

(6)  Includes:  37,500  shares of Common  Stock  subject  to  options  which are
     exercisable  at April 19, 2001 or which will become  exercisable  within 60
     days of such date;  125,000 shares of Series A Preferred  Stock held by Mr.
     Unterberg convertible into 1,000,000 shares of Common Stock; 125,000 shares
     of Series A Preferred Stock held by C.E. Unterberg, Towbin Capital Partners
     I, LP convertible into 1,000,000  shares of Common Stock;  50,000 shares of
     Series A Preferred Stock held by C.E.  Unterberg,  Towbin,  LLC convertible
     into 400,000  shares of Common Stock;  175,000 shares of Series A Preferred
     Stock held by C.E.  Unterberg,  Towbin,  a California  Limited  Partnership
     convertible  into 1,400,000  shares of Common Stock;  and 125,000 shares of
     Series  A  Preferred  Stock  held  by  Marjorie  &  Clarence  E.  Unterberg
     Foundation,  Inc.  convertible  into  1,000,000  shares  of  Common  Stock.
     Excludes 67,500 shares of Series A Preferred stock convertible into 540,000
     shares of Common  Stock owned by trusts of which Mr.  Unterberg  is Trustee
     and as to which Mr. Unterberg disclaims beneficial ownership.

(7)  Includes  572,559  shares of Common  Stock  subject  to  options  which are
     exercisable  at April 19, 2001 or which will become  exercisable  within 60
     days of such date.

(8)  Includes  85,500  shares of  Common  Stock  subject  to  options  which are
     exercisable  at April 19, 2001 or which will become  exercisable  within 60
     days of such date.

(9)  Includes  88,500  shares of  Common  Stock  subject  to  options  which are
     exercisable  at April 19, 2001 or which will become  exercisable  within 60
     days of such date.

(10) See Notes 4 through 5 and 7 through 9.




                                      -17-
<PAGE>


SERIES A PREFERRED STOCK

     There were,  as of April 19,  2001,  59 holders of record of the  Company's
Series A Preferred Stock. The following table sets forth certain information, as
of April 19, 2001,  with respect to the  beneficial  ownership of the  Company's
Series A  Preferred  Stock by (i) each  person  known by the  Company  to be the
beneficial  owner of more  than 5% of the  total  number  of  shares of Series A
Preferred  Stock  outstanding  as of  such  date,  (ii)  each  of the  Company's
Directors,  nominees for  Director and Named  Executives  who  beneficially  own
shares  of  Series A  Preferred  Stock,  and (iii)  all  Directors  and  current
executive officers as a group.

<TABLE>
<CAPTION>

                                                        AMOUNT AND NATURE
NAME AND ADDRESS                                          OF BENEFICIAL          PERCENT
OF BENEFICIAL OWNER (1)                                    OWNERSHIP(1)        OF CLASS(2)
--------------------                                       ---------           -----------
(i) Certain Beneficial Owners:

<S>                                                         <C>                   <C>
C.E. Unterberg, Towbin Capital Partners I, L.P.
350 Madison Avenue
New York, NY 10017................................          125,000                5.9%

Marjorie and Clarence E. Unterberg Foundation,
Inc.
350 Madison Avenue
New York, NY 10017...............................           125,000                5.9%

C.E. Unterberg, Towbin (a California Limited
Partnership)
350 Madison Avenue
New York, NY 10017...............................           175,000                8.2%


(ii) Directors, Nominees and Named
     Executives:

Gale R. Aguilar....................................            --                  --
James K. Dutton....................................            --                  --
Michael E. Faherty.................................            --                  --
Donald E. Fowler...................................            --                  --
Frank R. Triolo....................................            --                  --
Thomas I. Unterberg................................         600,000(3)            28.2%
Gregg M. Azcuy.....................................           --                   --
Louis J. Altieri...................................           --                   --
Priyan Guneratne...................................           --                   --

(iii)  All Directors and current executive officers
       as a group (8 persons)......................           --                   --
</TABLE>

                                      -18-
<PAGE>


------------------
*    Less than one percent.

(1)  Except  as set  forth  in the  footnotes  to  this  table  and  subject  to
     applicable community property law, the persons named in the table have sole
     voting and sole  investment  power  with  respect to all shares of Series A
     Preferred Stock shown as beneficially owned by such shareholder.

(2)  Applicable percentage of ownership is based on 2,125,000 shares of Series A
     Preferred Stock outstanding on April 19, 2001.

(3)  Includes: 125,000 shares held by C.E. Unterberg, Towbin Capital Partners I,
     LP; 50,000 shares held by C.E. Unterberg,  Towbin, LLC; 175,000 shares held
     by C.E. Unterberg,  Towbin, a California Limited  Partnership;  and 125,000
     shares held by Marjorie & Clarence E. Unterberg  Foundation,  Inc. Excludes
     67,500  shares owned by trusts of which Mr.  Unterberg is Trustee and as to
     which Mr. Unterberg disclaims beneficial ownership.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Transactions involving Thomas I. Unterberg, a former member of the Board of
Directors and the  Compensation  Committee,  are reported in "Item 11. Executive
Compensation -- Compensation Committee Interlocks and Insider Participation."

     The  Company  has  executed  indemnification  agreements  with  each of its
Directors  and  executive  officers  pursuant to which the Company has agreed to
indemnify such parties to the full extent  permitted by law,  subject to certain
exceptions,  if such party becomes  subject to an action because such party is a
Director, officer, employee, agent or fiduciary of the Company.

     The Company has entered into certain Change In Control Agreements with each
of its executive officers. For a discussion of the terms of such agreements, see
"Item  11.  Executive  Compensation  --  Employment  Contracts,  Termination  of
Employment and Change-in-Control Arrangements."


                                      -19-
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized this 30th day of April,
2001.

                                            ECCS, INC.


                                            By: /s/ Gregg M. Azcuy
                                               -----------------------------
                                               Gregg M. Azcuy, President and
                                               Chief Executive Officer


                                      -20-
<PAGE>



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


<TABLE>
<CAPTION>
              SIGNATURE                            TITLE                               DATE
              ---------                            -----                               ----
<S>                                     <C>                                       <C>
/s/ Gregg M. Azcuy                      President, Chief Executive                April 30, 2001
-------------------------------         Officer and Director (Principal
Gregg M. Azcuy                          Executive Officer)

/s/ Louis Altieri                       Vice President, Finance and               April 30, 2001
-------------------------------         Administration (Principal
Louis Altieri                           Financial and Accounting
                                        Officer)

/s/ Michael E. Faherty                  Chairman of the Board and                 April 30, 2001
-------------------------------         Director
Michael E. Faherty

/s/ Gale R. Aguilar                     Director                                  April 30, 2001
-------------------------------
Gale R. Aguilar

/s/ James K. Dutton                     Director                                  April 30, 2001
-------------------------------
James K. Dutton

/s/ Donald E. Fowler                    Director                                  April 30, 2001
-------------------------------
Donald E. Fowler

/s/ Frank R. Triolo                     Director                                  April 30, 2001
-------------------------------
Frank R. Triolo
</TABLE>

                                      -21-