SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  FORM 10-K/A-1

( X )      ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934:

For the fiscal year ended September 30, 1998         Commission File No. 0-12329



                              LCS INDUSTRIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                      13-2648333
--------------------------------------------------------------------------------
  (State of incorporation)               (I.R.S. employer identification number)


               120 Brighton Road
               Clifton, New Jersey                             07012
--------------------------------------------------------------------------------
(Address of principal executive offices)                     (zip code)

                  Registrant's telephone number: (973) 778-5588

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

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

                          Common Stock ($.01 par value)
                                (Title of class)

               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. [   ]

               Aggregate market value of the voting and non-voting  Common Stock
held by non-affiliates  of the registrant,  based on the average of high and low
sales prices for December 1, 1998:  $54,473,637.  The number of shares of Common
Stock ($.01 par value) outstanding as of December 1, 1998: 4,898,447.

                      DOCUMENTS INCORPORATED BY REFERENCE

               None.
<PAGE>

                                  Introduction


               On  December  29,  1998,  LCS  Industries,  Inc.  ("LCS"  or  the
"Company"),  a Delaware  corporation,  filed with the  Securities  and  Exchange
Commission (the "Commission") its Annual Report on Form 10-K for its fiscal year
ended September 30, 1998 (the "1998 Form 10-K"). Pursuant to General Instruction
3 to Form 10-K ("General  Instruction 3"), the information called for by Item 10
(insofar as it relates to  Directors  of the Company) and by Items 11, 12 and 13
of Part III of Form 10-K was not  included  in the body of the 1998 Form 10-K as
filed,  but was incorporated by reference to the Company's Proxy Statement which
was expected to be filed with the Commission  within the 120-day period referred
to in General Instruction 3. Because the Company is not in fact filing its Proxy
Statement  within such 120-day period,  this Form 10- K/A-1 amends the 1998 Form
10-K by deleting  therefrom the caption and first paragraph of Item 10 and Items
11,  12 and 13 in their  entirety,  and  substituting  therefore  the  following
additions to Item 10 and the following replacements for Items 11, 12 and 13.
<PAGE>



Item 10.         Directors, Executives Officers and Significant Employees 
                 of the Registrant.

               The  following  is a list,  as of December  1, 1998,  showing the
names and ages of all the members of the Board of  Directors,  all positions and
offices  with the Company held by each of them and the year from which each said
office has been continuously held.
<TABLE>
<CAPTION>


                                                                   Position With the Company
   Name                                      Age                   and Date From Which Held
   ----                                      ---                   ------------------------
<S>                                          <C>                   <C> 
   Joseph R. Barbaro(1)(2)(3)                53                    Director - 1996

   Bernard Ouziel(1)(2)(3)(4)                60                    Director - 1983

   William Rella(4)(5)                       56                    Chief Executive Officer - 1998
                                                                   President, Chief Operating Officer and
                                                                   Director - 1997
                                                                   President - Fulfillment Services - 1994

   Marvin Cohen(5)                           64                    Senior Vice President and Secretary-1981
                                                                   Director - 1969
</TABLE>
-----------

(1)            Member of the Audit Committee.
(2)            Member of the Compensation Committee.
(3)            Member of the Stock Option Committee. 
(4)            Member of the 1994 Employee Stock Purchase Plan Committee.
(5)            Member of the Non-Employee Directors Stock Option Committee.

               Mr. Ouziel has been a practicing attorney in private practice for
more than the last five years.  Mr. Barbaro has been a partner in the accounting
firm of Phillips Gold and Company, LLP for more than the last five years.
<PAGE>
Item 11.                     Executive Compensation.

Summary Compensation Table

               The following table sets forth,  for the fiscal years  indicated,
the cash and other compensation  provided by the Company and its subsidiaries to
each of the named  executive  officers of the Company in all capacities in which
they served.
<TABLE>
<CAPTION>
                                        SUMMARY COMPENSATION TABLE



                                                                               Long Term       All Other
                                         Annual Compensation  (1)            Compensation    Compensation
                                     ------------------------------------    ------------    ------------

                                                             Other Annual         Awards                              
    Name and               Fiscal    Salary      Bonus       Compensation        Options                             
Principal Position          Year       ($)         ($)            ($)            (#)(2),           ($)(3),  
------------------          ----       ---         ---            ---            -------           -------  
<S>                         <C>      <C>         <C>               <C>            <C>              <C>      
WILLIAM RELLA .........     1998     360,000     640,000           0                   0           40,725   
President & Chief .....     1997     360,000     640,000           0              40,000           19,054   
Executive Officer .....     1996     360,000     437,576           0                   0           14,679   
                                                                                                            
MARVIN COHEN ..........     1998     287,614     163,626           0                   0           35,140   
Senior Vice President &     1997     277,648     116,511           0                   0           16,965   
Secretary .............     1996     274,143     125,457           0                   0           16,965   
                                                                                                            
PAT R. FRUSTACI .......     1998     167,019      50,000           0              10,000           26,026   
Vice President-Finance      1997     147,116      40,000           0                   0            9,602   
& Treasurer ...........     1996     135,673      30,000           0                   0            9,599   

LON MANDEL ............     1998     180,000     414,386           0                   0           26,741   
President & CEO, ......     1997     180,000     449,747           0                   0            8,894   
The SpeciaLISTS Ltd. ..     1996     180,000     506,609           0                   0            8,876   
                                                                                                            
JAMES E. QUINLAN ......     1998     100,316      10,000           0               2,000            2,816   
Controller ............     1997      93,528       7,500           0               2,500            2,256   
                            1996      88,865       7,500           0               5,000            2,379   
                                                                                                           
</TABLE>
-------------   
(1)  Compensation  deferred  at the  election  of a named  executive  officer is
     included in the  category  and year it would have been  reported had it not
     been deferred.

(2)  The Company does not grant stock  appreciation  rights. All options granted
     were incentive stock options or non-qualified stock options.

(3)  Consists of (i) with the  exception  of Mr.  Rella in 1996,  the  Company's
     matching  contributions  to the 401(k) Plan (as defined below),  (ii) as to
     Messrs.  Cohen and Rella,  the total  premiums on split-  dollar  insurance
     policies  during such fiscal  year,  (iii) as to Mr. Rella in 1998 and 1997
     and Messrs.  Frustaci,  Mandel and Quinlan, an automobile  allowance and/or
     associated  costs,  and  (iv) as to the  named  individuals  in  1998,  the
     Company's matching contributions under its deferred compensation plans.
<PAGE>
Stock Option Grants

               The following table sets forth information  concerning  incentive
stock options granted during fiscal 1998 to certain named executive officers.
<TABLE>
<CAPTION>
                                                                                                          Potential Realizable Value
                                                                                                         At Assumed Annual Rates of
                                                                                                        Stock Price Appreciation for
                                    Individual Grants                                                               Option Term

                                                % of Total
                                                  Options
                                                 Granted to        Exercise or
                              Options           Employees in       Base Price         Expiration
   Name                     Granted (#)          Fiscal Year          ($/Sh)            Date                 5% ($)         10% ($)
   ----                     -----------          -----------          ------            ----                 ------         -------
<S>                            <C>                   <C>              <C>             <C>   <C>             <C>             <C>    
Pat R. Frustaci                10,000                7                14.00           12/22/07              228,050         363,120

James E. Quinlan                2,000                1                14.00           12/22/07               45,610         72,624
</TABLE>
--------------

Stock Option Exercises and Holdings

               The following table sets forth information  concerning  incentive
stock options exercised during fiscal year 1998 and stock options held as of the
end of fiscal 1998 by the named executive officers.
<TABLE>
<CAPTION>
                                    AGGREGATED OPTION EXERCISES IN FISCAL 1998 AND
                                           FISCAL 1998 YEAR-END OPTIONS VALUES

                                                                                    Number of       Value of Unexercised
                                                                                   Unexercised      In-the-Money Options
                                                                                   Options at                at
                                                                                    FY-End (#)           FY-End ($)
                             Shares Acquired                                       Exercisable/          Exercisable/
   Name                      on Exercise (#)             Value Realized ($)       Unexercisable         Unexercisable
   ----                      ---------------             ------------------       -------------         -------------
<S>                               <C>                      <C>                   <C>                    <C>  
William Rella                          0                          0              128,000/40,000           935,968/0

Marvin Cohen                      22,000                    380,248               86,000/0                297,500/0
 
Pat R. Frustaci                        0                          0               33,000/21,000          309,755/103,251

James E. Quinlan                   4,400                     54,868                3,125/6,375               313/938

</TABLE>
-----------
<PAGE>
Item 12.            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                    MANAGEMENT

               The following  table sets forth, to the knowledge of the Company,
certain information regarding beneficial ownership of the Company's Common Stock
as of December 1, 1998: (i) by each person or group who owns  beneficially  more
than five percent of the Company's  Common  Stock;  (ii) by each director of the
Company;  (iii) by each of the five most highly  compensated  executive officers
and other significant  employees (the "named executive officers") of the Company
during the fiscal year ended September 30, 1998 ("fiscal 1998"); and (iv) by all
directors, officers and other significant employees of the Company as a group.
<PAGE>
<TABLE>
<CAPTION>
                                          Number of                  Percent
Name and Address(1)                      Shares(2)(3)               of Class
-------------------                      ------------               --------
<S>                                       <C>                         <C>
Heartland Advisors, Inc.
790 Milwaukee Street
Milwaukee, WI 53202                       986,816(4)                  20.1%

Gerald A. King
248 West Brow Road
Lookout Mountain, TN 37350                284,005                      5.8%

Estate of Arnold J. Scheine
189 Deerfield Lane North
Pleasantville, NY 10570                   409,477(5)                   8.4%

Joseph R. Barbaro
1140 Avenue of the Americas
New York, NY 10036                         12,400                         *

Bernard Ouziel
120 Brighton Road
Clifton, NJ 07012                          96,400                      1.9%

William Rella
120 Brighton Road
Clifton, New Jersey 07012                 214,629                      4.0%

Marvin Cohen
120 Brighton Road
Clifton, New Jersey 07012                 444,054(6)                   8.9%

Lon Mandel
1200 Harbor Boulevard
Weehawken, New Jersey 07087                25,472                         *

Pat R. Frustaci
120 Brighton Road
Clifton, NJ 07012                          46,500                         *

James E. Quinlan
120 Brighton Road
Clifton, NJ 07012                          11,502                         *

All officers, Directors and
other significant employees
as a group (8 persons)                  1,134,962                     21.7%
</TABLE>
<PAGE>
       (1) Except as described  below,  the persons  named in this table possess
       sole voting and dispositive power with respect to their Shares.

       (2) In this  table,  it is assumed  for only each  person who holds stock
       options that he has exercised  those stock options to the extent they are
       exercisable  within  60 days of the date of this  table.  The  number  of
       Shares that each such person may acquire upon exercise of such options is
       as follows:  Mr.  Barbaro -- 6,400;  Mr.  Ouziel -- 56,800;  Mr. Rella --
       128,000;  Mr. Cohen -- 86,000;  Mr.  Frustaci -- 46,500;  Mr.  Quinlan --
       5,500; all directors and officers as a group -- 329,200.

       (3)  Does  not  take  into  account  stock  options  exercisable  for  an
       additional   69,900  shares  that  will  become   exercisable   upon  the
       consummation  of the Merger,  as announced  on December  17,  1998,  or a
       similar transaction.

       (4) Based on information obtained directly from Heartland Advisors, Inc.

       (5)  Includes  7,330  Shares  owned of record  and  beneficially  by Mrs.
       Scheine and 175,000  Shares  registered  in the name of HAS  Investments,
       L.P. and 31,814 Shares registered in the name of Scheine Holdings,  L.P.,
       two limited partnerships created for estate planning purposes.

       (6) Includes 2,200 Shares owned of record and beneficially by Mr. Cohen's
       wife as to which Shares he disclaims beneficial ownership.

* Less than 1%.



Item 13.            CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

               Mr. Ouziel,  Director,  performed  legal services for the Company
during the fiscal year ended  September  30,  1998,  and was paid  therefor  the
aggregate sum of $58,336.  The firm of Phillips Gold and Company,  LLP, of which
Mr.  Barbaro,  Director,  is a  partner,  performed  accounting,  tax and  other
consulting services during the fiscal year ended September 30, 1998 and was paid
therefor the aggregate sum of $131,869.
<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.

                                                    LCS INDUSTRIES, INC.


                                                    By:      /s/William Rella
                                                             ----------------
                                                             William Rella
                                                             President
Date:   January 26, 1999

        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 indicated on January 26, 1999.

   Signature                                 Title
   ---------                                 -----


/s/William Rella           President (Principal Executive Officer) and Director
----------------
William Rella



/s/Pat R. Frustaci         Vice President - Finance, Chief Financial Officer,
------------------         Treasurer and Assistant Secretary (Principal  
Pat R. Frustaci            Accounting Officer)                           
                           



/s/Marvin Cohen            Senior Vice President and Secretary
---------------
Marvin Cohen



/s/Joseph R. Barbaro       Director
--------------------
Joseph R. Barbaro



/s/Bernard Ouziel          Director
-----------------
Bernard Ouziel