Securities and Exchange Commission
                              Washington D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

    For the quarterly period ended March 31, 2000


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

    For the transition period from                      to
                                  ----------------------  ----------------------

                         Commission File Number 0-15304


                               AVESIS INCORPORATED
                     ---------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

          Delaware                                         86-0349350
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


            3724 North Third Street, Suite 300 Phoenix, Arizona 85012
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                (602) 241 - 3400
                           ---------------------------
                           (Issuer's telephone number)

     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

     The number of outstanding shares of the registrant's Common Stock on May 3,
2000 was 7,619,297.

     TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
         (Check One) Yes [ ] No [X]

                                     1 of 11
<PAGE>
                          PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

                               AVESIS INCORPORATED
                                  BALANCE SHEET
                              AS OF MARCH 31, 2000
                                   (Unaudited)

                                     ASSETS
Current assets:
  Cash and cash equivalents                                        $  2,380,199
  Receivables, net                                                      345,447
  Prepaid expenses and other                                            203,913
                                                                   ------------
       Total current assets                                           2,929,559
  Property and equipment, net                                           509,929
  Intangibles, net of amortization                                      548,050
  Deposits and other assets                                             556,686
                                                                   ------------
                                                                   $  4,544,224
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                 $    737,144
  Current installments of obligations
    under capital lease                                                  10,288
  Accrued expenses-
     Compensation                                                        32,987
     Other                                                              118,776
  Deferred income                                                        30,570
                                                                   ------------
    Total current liabilities                                           929,765
Obligations under capital lease, excluding
  current installments                                                   10,541
                                                                   ------------
       Total liabilities                                                940,306
                                                                   ------------
Stockholders' equity:
  Preferred stock $.01 par value, authorized
    12,000,000 shares:
    $3.75 Class A, senior nonvoting cumulative
      convertible preferred stock, Series A,
      $.01 par value; authorized 1,000,000 shares;
      271,760 issued and outstanding (liquidation
      preference of $3.75 per share)                                      2,718
    $10 Class A, nonvoting cumulative convertible
       preferred stock, Series 2, $.01 par value;
       authorized 1,000,000 shares; 5,000 shares
       issued and outstanding (liquidation
       preference of $10 per share) and $33,750 of
       dividends in arrears at $6.75 per share;
       dividends accrue at $.225 per share per
       calendar quarter                                                      50
  Common stock of $.01 par value, authorized
    20,000,000 shares; 7,604,297 shares issued
    and outstanding                                                      76,043
  Additional paid-in capital                                         10,524,323
  Accumulated deficit                                                (6,999,216)
                                                                   ------------
       Total stockholders' equity                                     3,603,918
                                                                   ------------
                                                                   $  4,544,224
                                                                   ============

        The accompanying notes are an integral part of these statements.

                                       2
<PAGE>
                               AVESIS INCORPORATED
                            STATEMENTS OF OPERATIONS
                 FOR THE QUARTERS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

                                                         Quarters Ended
                                                -------------------------------
                                                    2000               1999
                                                ------------       ------------
Service revenues:
  Administration fees                           $  1,507,020       $  2,145,579
  Buying group                                       434,449            442,941
  Provider fees                                       25,357             32,330
  Other                                                2,488              3,663
                                                ------------       ------------
  Total service revenues                           1,969,314          2,624,513

Cost of services                                   1,201,654          1,756,197
                                                ------------       ------------

  Income from services                               767,660            868,316

General and administrative expenses                  343,586            277,234

Selling and marketing expenses                       222,427            286,773
                                                ------------       ------------

   Income from operations                            201,647            304,309
                                                ------------       ------------
Non-operating income:
  Other income                                         1,331             47,033
  Interest income                                     34,045             23,684
  Interest expense                                      (610)              (927)
                                                ------------       ------------
  Net non-operating income                            34,766             69,790
                                                ------------       ------------

  Income before income taxes                         236,413            374,099

  Income taxes                                        23,641                -0-
                                                ------------       ------------

  Net income                                    $    212,772       $    374,099
                                                ============       ============

Preferred stock dividends                            (24,055)           (26,760)

  Net income available to common
    stockholders                                $    188,717       $    347,339
                                                ============       ============

Earnings per share - Basic                      $       0.03       $       0.05
                                                ============       ============

Earnings per share - Diluted                    $       0.02       $       0.04
                                                ============       ============
Weighted average common and
  equivalent shares
  outstanding - Basic                              7,279,066          7,356,297
                                                ============       ============
Weighted average common and
  equivalent shares
  outstanding - Diluted                           10,685,868         10,392,008
                                                ============       ============

        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>
                               AVESIS INCORPORATED
                            STATEMENTS OF CASH FLOWS
                 FOR THE QUARTERS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     2000           1999
                                                                 -----------     -----------
Cash flows from operating activities:
<S>                                                              <C>             <C>
  Net income                                                     $   212,772     $   374,099
                                                                 -----------     -----------
  Adjustments to reconcile net income to
    net cash provided by operating activities:
    Depreciation and amortization                                     41,528          32,812
    Provision for losses on accounts receivable                          -0-          12,800
    Increase (decrease) in cash resulting
      from changes in:
      Receivables                                                    (44,399)        (70,618)
      Prepaid expenses and other                                     (26,813)         (3,633)
      Other assets                                                  (124,177)         14,835
      Accounts payable                                                57,495         231,589
      Accrued expenses                                                92,025         (31,172)
      Deferred income                                                 16,506           2,819
      Accrued rent                                                       -0-         (33,344)
                                                                 -----------     -----------
        Total adjustments                                             12,165         156,088
                                                                 -----------     -----------

        Net cash provided by operating activities                    224,937         530,187
                                                                 -----------     -----------

Cash flows from investment activities:
  Purchases of property and equipment                                (38,562)        (78,079)
  Asset acquisition                                                 (286,842)            -0-
                                                                 -----------     -----------

        Net cash used in investing activities                       (325,404)        (78,079)
                                                                 -----------     -----------

Cash flows from financing activities:
  Principal payments under capital lease obligation                   (3,073)         (2,757)
  Payments for repurchase of common and preferred stock                  -0-         (13,005)
                                                                 -----------     -----------

        Net cash used in financing activities                         (3,073)        (15,762)
                                                                 -----------     -----------

        Net (decrease)  increase in cash and cash equivalents       (103,540)        436,346

Cash and cash equivalents, beginning of period                     2,483,739       2,181,385
                                                                 -----------     -----------

Cash and cash equivalents, end of period                         $ 2,380,199     $ 2,617,731
                                                                 ===========     ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>
                               AVESIS INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2000 AND 1999
                                   (Unaudited)

Note 1. Basis of Presentation

     The accompanying  unaudited condensed  consolidated financial statements of
Avesis Incorporated,  and its wholly-owned  subsidiaries,  Avesis of Washington,
D.C., Avesis Third Party Administrators,  Inc., Avesis Reinsurance  Incorporated
and Avesis of New York, Inc. (collectively, the "Company") have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and pursuant to the rules and  regulations  of the  Securities  and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes  required by generally accepted  accounting  principles for a complete
financial statement presentation.  In the opinion of Management,  such unaudited
interim  information  reflects  all  adjustments,  consisting  only of a  normal
recurring nature,  necessary to present the Company's financial position and the
results of operations and cash flows for the periods  presented.  The results of
operations for interim periods are not necessarily  indicative of the results to
be expected  for a full fiscal  year.  These  condensed  consolidated  financial
statements should be read in conjunction with the Company's audited consolidated
financial statements included in the Company's Annual Report on Form 10-KSB, for
the seven month transition period ended December 31, 1999.

Note 2.  Earnings per Share

     A summary of the  reconciliation  from basic  earnings per share to diluted
earnings per share for the quarters ended March 31, 2000 and 1999 follows:

                                                Quarter ended     Quarter ended
                                                March 31, 2000    March 31, 1999
                                                --------------    --------------
Net earnings                                      $   212,772      $   374,099
Less:  preferred stock dividends                       24,055           26,760
                                                  -----------      -----------
Income available to common
  stockholders                                        188,717          347,339
                                                  ===========      ===========
Basic EPS - weighted average
  shares outstanding                                7,279,066        7,356,297
                                                  ===========      ===========
Basic earnings per share                          $      0.03      $      0.05
                                                  ===========      ===========
Basic EPS - weighted average
  shares outstanding                                7,279,066        7,356,297
Effect of dilutive securities:
  Stock Purchase Options - common stock               674,547               --
  Convertible preferred stock                       2,732,254        3,035,711
                                                  -----------      -----------
Dilutive EPS - weighted average
  shares outstanding                               10,685,868       10,392,008
Net earnings                                      $   212,772      $   374,099
                                                  -----------      -----------
Diluted earnings per share                        $      0.02      $      0.04
                                                  ===========      ===========

                                       5
<PAGE>
Note 3. Use of Estimates

     Management  of the  Company  has made  certain  estimates  and  assumptions
relating to the  reporting  of assets,  liabilities,  revenues  and  expenses to
prepare  the  financial   statements  in  conformity  with  generally   accepted
accounting principles. Actual results could differ from those estimates.

Note 4. Accounting for Southern States Eye Care, LLC Asset Acquisition

     On March 24, 2000, the Company purchased substantially all of the assets of
Southern  States Eye Care,  LLC for an  aggregate  purchase  price of  $549,342,
including transaction related costs of $36,842. The total purchase price for the
acquisition comprised $250,000 cash and the issuance of 350,000 shares of common
stock valued at $0.75 per share.  The  acquisition  was  accounted for under the
purchase  method.  Results of  operations  are being  recorded  from the date of
acquisition.  The Company recorded preliminary  purchase accounting  adjustments
based on the  relative  fair value of the  assets  acquired.  Goodwill  is being
amortized over eight years on a straight-line basis.

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
       FOR THE QUARTERS ENDED MARCH 31, 2000 AND 1999

     The  statements   contained  in  this  discussion  and  analysis  regarding
management's anticipation of adequacy of cash reserves for operations,  adequacy
of reserves for claims,  anticipated level of operating  expenses related to new
Members,  viability of the Company,  cash flows and marketability of the Company
constitute  "forward-looking"  statements  within  the  meaning  of the  Private
Securities  Litigation  Reform Act of 1995.  Such  statements  involve risks and
uncertainties,  which could cause actual results to differ  materially  from the
forward-looking statements.  Management's anticipation is based upon assumptions
regarding the market in which the Company  operates,  the level of  competition,
the level of demand for  services,  the  stability  of costs,  the  retention of
Sponsors and Members enrolled in the Company's benefit  programs,  the relevance
of the Company's  historical  performance,  and the stability of the  regulatory
environment.  Any of these  assumptions  could prove  inaccurate,  and therefore
there can be no assurance that the forward-looking  information will prove to be
accurate.

     Avesis Incorporated,  a Delaware corporation (together with its subsidiary,
the  "Company"),  incorporated  in June 1978,  markets and  administers  vision,
dental, chiropractic and hearing managed care and discount programs ("Programs")
nationally.  The Programs are designed to enable participants  ("Members"),  who
are  enrolled  through  various  sponsoring   organizations  such  as  insurance
carriers, HMOs, Blue Cross and Blue Shield organizations,  corporations,  unions
and  various  associations  ("Sponsors"),  to realize  savings on  purchases  of
services and products  through  networks of providers such as  ophthalmologists,
optometrists,   opticians,  dentists,   chiropractors  and  hearing  specialists
("Providers").

     The Company derives its  administration  fee revenue from plan Sponsors who
customarily  pay a set fee per Member per month.  Administration  fee revenue is
recognized  on the accrual basis during the month that the Member is entitled to
use the benefit.  Certain Sponsors pay for services rendered by the Company on a
fee for  service  basis.  Based upon the type of program  (e.g.,  managed  care,
discount,  third party administration) the Provider's claim for service provided

                                       6
<PAGE>
to  Members  is paid  either by the  Company,  Sponsor,  Member  or  combination
thereof.  Buying  Group  revenues  are  recorded at the total  amount  billed to
participating  Providers  and  recognized  in the month the  product is shipped.
Vision  Provider  fee revenue is based upon a percentage  of  materials  sold by
certain participating providers under certain plans.

     As  previously  reported on a Form 8-K filed on April 7, 2000, on March 24,
2000 the Company  purchased  substantially  all of the assets of Southern States
Eye Care, LLC ("SSEC"),  including but not limited to the name "Southern  States
Eye Care",  service marks, trade marks,  trade names,  current client contracts,
provider contracts and managed care contracts. The acquisition was made pursuant
to the  Agreement  by and  between  Southern  States  Eye Care,  LLC,  Philip E.
Johnson, R. Whitman Lord, Larry Forth, Brent Layton,  Michael McQuaig and Avesis
Incorporated.  The  aggregate  purchase  price for the  acquisition,  determined
through arms-length  negotiations  between the parties, was $250,000 and 350,000
shares of the  Company's  Common  Stock.  The Company used its existing  cash to
finance the purchase.  The acquisition of SSEC will broaden the Company's client
base and increase the Company's vision provider network in Georgia,  Alabama and
North  Carolina.  The  Company  intends to use the  acquired  assets to continue
SSEC's  current  lines of  business,  which the Company  will operate out of its
corporate headquarters in Phoenix, Arizona.

RESULTS OF OPERATIONS:

     The  following  tables  detail the  Company's  major  revenue  and  expense
categories for the quarters ended March 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                  Quarter Ended                   Quarter Ended
                                  March 31, 2000                  March 31, 1999           Increase/(Decrease)
                            ----------------------------    ----------------------------   -------------------
                                           % of Total                      % of Total
Revenue:                                 Service Revenue                 Service Revenue               % Change
--------                                 ---------------                 ---------------               --------
<S>                         <C>               <C>           <C>               <C>           <C>            <C>
Total Service Revenue       $1,969,314        100%          $2,624,513        100%          ($655,199)     (25%)
Vision & Hearing Program     1,338,031         68%           1,910,204         73%           (572,173)     (30%)
Vision Provider Fee             25,357         1%               32,330         1%              (6,973)     (22%)
Dental Program                 168,988         9%              235,363         9%             (66,375)     (28%)
Buying Group Program           434,449         22%             442,941         17%             (8,492)      (2%)

Expenses:
Cost of Services             1,201,654         61%           1,756,197         67%           (554,543)     (32%)
General & Administrative       343,586         17%             277,234         11%             66,352        24%
Selling & Marketing            222,427         11%             286,773         11%            (64,346)     (22%)

Income from Operations         201,647         10%             304,309         12%           (102,662)     (34%)
Net Income                     212,772         11%             374,099         14%           (161,327)     (43%)
</TABLE>

     Past and future  revenues in all lines of business are directly  related to
the number of Members enrolled in the Company's benefit programs. However, there
may be  significant  pricing  differences  to Sponsors  depending on whether the
benefit  offered  is  funded  in part or whole by the plan  Sponsor.  Two  major
Sponsors  accounted  for 33% and 15% of total  service  revenues  in the quarter
ended March 31, 2000, and two major Sponsors  accounted for 48% and 14% of total

                                       7
<PAGE>
service   revenues  in  the  quarter  ended  March  31,  1999.  The  Company  is
substantially  dependent on a limited  number of Sponsors and may be  materially
adversely affected by termination of its agreements with those Sponsors.

     The  decrease in total  service  revenues  in the first  quarter of 2000 is
principally  due to a vision plan  Sponsor who is not  renewing  the benefit for
their  Members  on  their  annual  renewal,   but  providing  a  lesser  benefit
internally.  As of March 31, 2000, the Company had approximately 102,000 Members
from this Sponsor,  as compared to approximately  192,000 Members as of December
31, 1999 and  approximately  240,000  Members as of March 31, 1999.  The Company
expects to lose a significant portion of the remaining 102,000 Members from this
Sponsor as they renew their benefits during the upcoming year.

     The Company had  approximately  1,592,000 vision and 12,000 hearing Members
as of March 31, 2000, compared to approximately 802,000 vision and 7,000 hearing
Members  as of March 31,  1999.  The  vision  Member  count  for March 31,  2000
includes  approximately  977,000 Members  received  through the transaction with
Southern  States Eye Care,  LLC. The SSEC  transaction  had a minimal  impact on
vision revenue and related  expenses  during the quarter ended March 31, 2000 as
the new  Members  were in effect for only the final  seven days of the  quarter.
Additionally,  the  revenue and profit  expected to be derived per Member  under
SSEC's vision benefit program,  in general,  is less than the revenue and profit
derived from the Sponsor who decreased its Membership,  as described  above, due
to the  provision  of a different  level of benefit.  The decrease in vision and
hearing  revenue  during the first  quarter of calendar year 2000 as compared to
the same period in the  previous  year was largely the result of the vision plan
Sponsor  mentioned  above.  Other  changes in the  number of vision and  hearing
Members occurred due to Sponsors' employee or Member  fluctuations in the normal
course  of  business.  Vision  provider  fee  revenue  remained  constant  as  a
percentage  of total  service  revenues from the quarter ended March 31, 1999 to
the quarter ended March 31, 2000.

     The Company had  approximately  77,000 dental Members as of March 31, 2000,
compared to  approximately  153,000  dental  Members as of March 31,  1999.  The
decline of the Company's dental program revenue and membership resulted from two
Sponsors'  discontinuation  of a  benefit  program  that  resulted  in a loss of
approximately  55,000 Members who  participated in the Company's dental program.
There also have been  reductions in Members from various  Sponsors in the normal
course of business.

     The Company makes available to its vision  Providers a buying group program
that enables the Provider to order  eyeglass  frames from the  manufacturers  at
discounts from wholesale costs. These discounted prices are generally lower than
a Provider could negotiate individually, due to the large volume of purchases of
the buying group.

     Costs of Services  primarily relate to servicing  Members,  Providers,  and
Sponsors under the Company's vision,  hearing,  dental and chiropractic  benefit
programs  as well as the cost of  frames  that are sold  through  the  Company's
buying  group  program as  discussed  above.  Cost of  Services  decreased  as a
percentage of total service revenues during the quarter ended March 31, 2000, as
compared to the quarter ended March 31, 1999.  The decrease  primarily  resulted
from positive claims experience, reduction of the volume of frames purchases and
efficiencies  in  operations  that the  Company is  experiencing  related to the
maturation of the benefits for its largest Sponsors.

     General and  Administrative  expenses  increased as a  percentage  of total
service  revenue  during the quarter  ended March 31,  2000,  as compared to the
quarter ended March 31, 1999 due to increases in depreciation  and  amortization

                                       8
<PAGE>
related to the Company's new computer  systems,  increases in payroll related to
administrative functions and, as previously announced, increases in the payments
under the Company's Management Agreement and Investment Advisor Agreement,  both
with affiliated entities.

     Selling and marketing expenses include marketing fees, broker  commissions,
inside sales and marketing salaries and related expenses,  travel related to the
Company's  sales  activities  and an  allocation of related  overhead  expenses.
Selling and marketing  expenses were consistent as a percentage of total service
revenues  during the quarter  ended March 31,  2000,  as compared to the quarter
ended March 31, 1999. A significant amount of the Company's marketing activities
has been outsourced to management  consultants,  National Health Enterprises (an
affiliate).

Liquidity and Capital Resources

     The Company had cash and cash  equivalents  of  $2,380,199  as of March 31,
2000,  compared to $2,483,739 as of December 31, 1999.  The decrease of $103,540
is primarily due to the Company's  cash payment of $250,000 for the  acquisition
of the assets of  Southern  States Eye Care,  LLC,  partially  offset by the net
income  earned  during the quarter.  Current cash on hand and cash provided from
operations  is  expected  to allow the  Company  to sustain  operations  for the
foreseeable future.

     The Company is party to a revolving  credit  facility  for an amount not to
 exceed $100,000.  The credit facility allows the Company  flexibility to better
 manage its cash  liquidity.  To date,  the Company has never drawn funds on the
 credit facility.

     As of March 31,  2000,  the  Company  had  $737,144  of  Accounts  Payable,
compared to $679,649 as of December 31, 1999.  Included in Accounts  Payable are
reserves  for  claims of  $323,524  as of March 31,  2000,  and  $489,814  as of
December  31,  1999.  The  reserves  are for  incurred  but not  reported  claim
reimbursements  to Providers who  participate in certain  managed care programs.
The Company believes this reserve is adequate based upon historical results.

     The Company expects to pay dividends of approximately $46,000 on the Series
 A Preferred Stock on June 1, 2000.

Year 2000 Compliance

     The Company so far has  experienced  no disruptions in the operation of its
internal information systems during the transition to the year 2000. The Company
is not aware  that any of its  vendors or clients  experienced  any  disruptions
during  their  transition  to the year 2000 or that there has been any year 2000
issues with its  services  provided.  The Company  will  continue to monitor the
transition  to year 2000 and will act  promptly  to resolve  any  problems  that
occur.  If  the  Company  or any  third  parties  with  which  it  has  business
relationships  experience problems related to the year 2000 transition that have
not yet been discovered, it could have a material adverse impact on the Company.

                                       9
<PAGE>
                            PART II OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

(c)  On March 24, 2000, in connection with the acquisition of substantially  all
     of the assets of Southern  States Eye Care, LLC, the Company issued 350,000
     shares of its Common Stock under Regulation D Rule 504.

     See also Item 5 below for other Changes in Securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

(b)  The Certificate of Designation for the Company's Class A, Senior  Nonvoting
     Cumulative  Convertible Preferred Stock, Series A, restricts the payment of
     dividends  on the  Company's  Series 2  Preferred  Stock and Common  Stock.
     Accordingly,  the  Company  may not pay the  quarterly  dividend  otherwise
     scheduled  for  payment  during  April  2000,  on  shares  of its  Series 2
     Preferred  Stock.  Such  dividend  is  cumulative,  and the total  dividend
     arrearage  is  $33,750,  or $6.75 per share,  as of March 31,  2000 for all
     5,000 shares outstanding.

ITEM 5. OTHER INFORMATION

     Conversion of Series A Preferred Stock to Common Stock

     Each  share  of  the  Company's  Series  A  Preferred  Stock  is  currently
     convertible  at any  time at the  option  of the  holders  of the  Series A
     Preferred  Stock  into 10  shares  of  Common  Stock  of the  Company.  The
     conversion   ratio  is  subject  to   adjustment   for  stock   splits  and
     combinations,    stock   dividends,    reclassifications,    exchanges   or
     substitutions   relating   to  the   Company's   Common   Stock,   and  any
     reorganization, merger, consolidation or sale of assets of the Company. The
     following table provides information  concerning the conversion of Series A
     Preferred  Stock during the quarter ended March 31, 2000 and  subsequent to
     quarter end.

                           Number of Shares of
                            Series A Preferred        Number of Shares
     Date                       Received               of Common Stock
     ----                       --------               ---------------
     February 18, 2000            400                      4,000
     April 11, 2000             1,500                     15,000


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  See Exhibit Index following the Signatures page, which is incorporated
          herein by reference.

     (b)  A  report  on Form  8-K was  filed on  April  7,  2000 to  report  the
          acquisition of substantially  all of the assets of Southern States Eye
          Care, LLC.

                                       10
<PAGE>
                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                               AVESIS INCORPORATED
                               -------------------
                                  (Registrant)



Date: 5/15/2000                         /s/ Neal A. Kempler
      ---------                         ----------------------------------------
                                        Neal A. Kempler, Vice President
                                                              and Secretary



Date: 5/15/2000                         /s/ Joel H. Alperstein
      ----------                        ----------------------------------------
                                        Joel H. Alperstein, Chief Financial
                                        Officer and Treasurer


                                       11
<PAGE>
                               Avesis Incorporated
                                  Exhibit Index
                Form 10-QSB for the Quarter Ended March 31, 2000

Exhibit
  No.      Description                    Incorporated by Reference from the:
-------    -----------                    -----------------------------------
11         Statement re: Computation      Earnings (Loss) per Share Computation,
           of per Share Earnings          see Note 2  to the  Notes to Condensed
                                          Consolidated Financial Statements

27         Financial Data Schedule        Filed herewith