================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                  FORM 10-KSB/A

      (Mark One)

      [X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
            ACT OF 1934 (NO FEE  REQUIRED). 

            For the fiscal  year ended June 30, 1998

                                       OR

      [ ]   TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d) OF  THE SECURITIES
            EXCHANGE ACT OF 1934 (NO FEE REQUIRED).

            For the transition period from ___________ to ___________

                        Commission file number: 0-27556

                           NETWORK EVENT THEATER, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

           Delaware                                     13-3864111
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

             529 Fifth Avenue
            New York, New York                            10017
 (Address of Principal Executive Offices)               (Zip Code)

                                 (212) 622-7300
                (Issuer's Telephone Number, Including Area Code)

Securities  registered  under Section 12(b) of the Exchange Act: None 

Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.01 per share
                                (Title of Class)

              Warrants, each to purchase one share of Common Stock
                                (Title of Class)

     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 ______

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will 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-KSB
or any amendment to this Form 10-KSB. [_]

     State issuer's revenues for its most recent fiscal year. $11,188,000

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
October 23, 1998: $20,844,039

      State the number of shares  outstanding of each of the issuer's classes of
common  equity,  as of October  23,  1998:  11,346,880  shares of Common  Stock,
2,645,000 Warrants

     Transitional Small Business Disclosure Format (check one):

                           Yes  _____      No ___X___

                       DOCUMENTS INCORPORATED BY REFERENCE

     None.

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<PAGE>

                           NETWORK EVENT THEATER, INC.
                  AMENDMENT TO THE ANNUAL REPORT ON FORM 10-KSB

                                TABLE OF CONTENTS

Item No.                                                                    Page
--------                                                                    ----
Part III

    9.  Directors, Executive Officers, Promoters and Control Persons;
        Compliance With Section 16(a) of the Exchange Act...................   1

   10.  Executive Compensation..............................................   3

   11.  Security Ownership of Certain Beneficial Owners and Management......   5

   12.  Certain Relationships and Related Transactions......................   6

Signatures .................................................................   7

<PAGE>

ITEM 9. Directors, Executive Officers, Promoters and Control Persons; 
        Compliance With Section 16(a) of the Exchange Act

      The directors and executive officers of the Company are as follows:

Name                              Age    Position
-----                            ----    -------
Harlan D. Peltz ..............    33     Chairman of the Board and Chief 
                                            Executive Officer
Don Leeds ....................    47     President and Director
Bruce L. Resnik ..............    52     Executive Vice President, Chief 
                                            Financial Officer and Secretary
Freddie Fields ...............    75     Director
Jan Miller ...................    51     Director
Metin Negrin .................    32     Director
George Lindemann .............    62     Director
Howard Klein..................    41     Director

      Harlan D. Peltz has been Chairman of the Board and Chief Executive Officer
of the Company since its  incorporation  in December  1995.  From August 1993 to
December 1995, Mr. Peltz was the President of Universal  Access  Network,  Inc.,
the general  partner of Universal  Access  Network,  LP, the  predecessor of the
Company.  From  September  1991 to July  1993,  Mr.  Peltz was an  associate  at
Veronis,  Suhler & Associates Inc., an investment  banking firm  specializing in
the media  industry.  From July 1990 to May 1991,  Mr. Peltz worked for Home Box
Office in the area of international  business  development in Eastern Europe and
South  America.  

      Don Leeds has been a director of the Company since  December  1995. He was
elected Executive Vice President-Strategic  Planning and Business Development of
the Company in June 1996 and then President in September 1996. From 1989 to June
1996, Mr. Leeds was a Managing Director at Veronis, Suhler & Associates Inc.

      Bruce L. Resnik has been Executive Vice President, Chief Financial Officer
and Secretary of the Company  since October 1996.  From August 1992 to September
1996,  Mr. Resnik was the Director of Finance of the  International  Division of
Grey Advertising.

      Freddie  Fields has been a director of the Company since February 1996 and
a consultant to the Company since January 1995. Since September 1993, Mr. Fields
has been the  Chairman  of The Fields & Hellman  Company,  a motion  picture and
television  production  company.  Mr. Fields was also the Executive  Producer of
"The Montel  Williams  Show." In 1990,  Mr. Fields  produced the motion  picture
"Glory." Mr. Fields has also served as the President and Chief Executive Officer
of the talent agency, Creative Management Associates (now known as International
Creative Management,  Inc.), and as the President of the Metro Goldwyn Mayer and
United Artists motion  picture  studios.  Mr. Fields is a member of the Board of
Directors of The Sports and Entertainment Commission of the City of Los Angeles.

      Jan Miller has been a director of the Company since February  1996.  Since
January 1980, Ms. Miller has been the President and Chief  Executive  Officer of
Dupree,  Miller & Associates,  a literary  agency whose clients  include Anthony
Robbins, Stephen Covey, Les Brown and Maria Shriver.


                                        1
<PAGE>

      Metin Negrin has been a director of the Company since December 1995. Since
August  1993,  Mr.  Negrin has been the Chief  Operating  Officer and a Managing
Director of The Athena Group, a real estate  investment  firm. From July 1990 to
July  1993,  Mr.  Negrin  was an  associate  in the New York  office of  LaSalle
Partners, a Chicago-based real estate investment firm.

      George  Lindemann  has been a director of the Company  since  August 1996.
Since  February 1990,  Mr.  Lindemann has been the Chairman and Chief  Executive
Officer of Southern Union Company,  one of the largest natural gas  distributors
in the United  States,  and since May 1982,  has been the  President of Cellular
Dynamics,  Inc.,  the  general  partner of  Activated  Communications,  L.P.,  a
diversified communications firm. Mr. Lindemann founded Metro Mobile CTS, Inc., a
cellular  telephone  company,  in 1982 and  served  as its  Chairman  and  Chief
Executive  Officer until it merged with Bell Atlantic  Corporation  in 1992. Mr.
Lindemann also served as President of Vision Cable Communications,  a pioneer in
the cable television industry, from 1972-1981.

      Howard Klein has been a director of the Company since June 1998. Mr. Klein
is  a  founding   partner  of  3  Arts   Entertainment,   one  of  the   leading
management/production firms in the entertainment industry.  Representing some of
the world's most  recognizable  talent in the areas of film and television,  Mr.
Klein is  personally  responsible  for  guiding  the  careers  of many  writers,
directors and performers.

      All directors  hold office until the next annual  meeting of  stockholders
and the election and  qualification of their  successors.  Directors  receive no
cash compensation for serving on the Board of Directors other than reimbursement
of  reasonable  expenses  incurred in attending  meetings.  Officers are elected
annually by the Board of Directors  and serve at the  discretion of the Board of
Directors, subject to the provisions of certain employment agreements.

      The Company has obtained  key man life  insurance on the life of Mr. Peltz
in the amount of $2 million.

      In connection with the Company's  initial public offering on April 9, 1996
(the "Offering"),  the Company agreed, for a period of three years following the
date of the  offering,  if so  requested  by Whale  Securities  Co.,  L.P.,  the
underwriter  of the Offering (the  "Underwriter"),  to nominate and use its best
efforts to elect a designee of the  Underwriter as a director of the Company or,
at the Underwriter's  option, as a non-voting  advisor to the Company's Board of
Directors.  The  Underwriter has not yet exercised its right to designate such a
person.

Board and Committee Meetings

      During the fiscal year ended June 30, 1998,  the Board of  Directors  held
four meetings and acted by unanimous  written consent several times. Each member
of the Board  attended at least 75% of the meetings of the Board and meetings of
any committees of the Board on which he served that were held during the time he
served.

      The  Audit  Committee  of the  Board of  Directors,  which  consists  of a
majority  of  independent  directors,   makes  recommendations   concerning  the
engagement of the Company's  independent  public  accountants,  reviews with the
independent  public  accountants the plans and results of the audit  engagement,
approves  professional  services provided by the independent public accountants,
reviews the independence of the independent  public  accountants,  considers the
range of audit and non-audit fees of the independent public accountants, reviews
the adequacy of the  Company's  internal  accounting  controls,  and reviews all
related  party  transactions  on an  ongoing  basis for  potential  conflict  of
interest situations. The members of the Audit Committee are George Lindemann and
Metin Negrin. The Audit Committee did hold any meetings in the fiscal year ended
June 30, 1998.

      The Stock Option  Committee is made up of a majority of directors  who, to
the extent legally required, qualify as "outside directors" under Section 162(m)
of the  Internal  Revenue  Code  of  1986,  as  amended,  and  as  "non-employee
directors"  under  Section  16(b) of the  Securities  Exchange  Act of 1934,  as
amended  (the  "Exchange  Act").  The Stock  Option  Committee  administers  the
Company's  two stock based stock option  plans.  The members of the Stock Option
Committee  are Harlan D. Peltz,  Metin  Negrin and Jan Miller.  The Stock Option
Committee  did not meet in the fiscal year ended June 30, 1998 but acted several
times by written consent.

      The  Board  of  Directors  does  not  have  a  Nominating  Committee  or a
Compensation Committee.


                                       2
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

      Based solely on a review of the reports and  representations  furnished to
the Company during the last fiscal year,  the Company  believes that each of the
persons  required to file reports under Section 16(a) of the Exchange Act was in
compliance with all applicable filing requirements with respect to the Company's
most recent  fiscal year,  except that Bruce L. Resnik failed to file one report
with  respect to the option  grant  described  in Item 11 below and Howard Klein
failed to file a report upon his election as a director of the Company.

ITEM 10. Executive Compensation

      The  following  table  sets  forth  certain  information  for  each of the
Company's  three fiscal years ended June 30, 1996, 1997 and 1998 with respect to
compensation paid to Harlan D. Peltz, the Company's Chief Executive Officer, Don
Leeds, the Company's  President,  Bruce L. Resnik, the Company's  Executive Vice
President and Chief Financial Officer, and Lawrence Kieves, the Company's former
President.  No other  executive  officer  received  compensation in any of those
fiscal years that exceeded $100,000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                    Annual Compensation
                                                   ---------------------
                                                                           Securities
                                                                           Underlying     All Other
Name and Principal Position           Fiscal Year  Salary($)    Bonus($)     Options    Compensation($)
-------------------------              ---------   --------      -------   ----------   ---------------
<S>                                       <C>       <C>         <C>            <C>            <C>   
Harlan D. Peltz .....................     1998      112,500     50,000(a)      --             162(b)
  Chief Executive Officer                 1997      112,500     40,000(a)      --             --
                                          1996      112,500        --          --             --
                                                                                    
Don Leeds ...........................     1998      200,000     40,000(a)      --           1,722(b)
  President                               1997      197,000     30,000(a)      --          50,000(c)
                                          1996         --          --       376,000           --
                                                                                      
Lawrence Kieves .....................     1998         --          --          --             --
  Former President                        1997       56,250        --          --             --
                                          1998      112,500        --          --             --
                                                                                      
Bruce L. Resnik .....................     1998      175,000     50,000(a)   100,000         7,371(b)
  Executive Vice President -              1997      129,230     25,000(a)    50,000           --
  Chief Financial Officer                 1996         --          --          --             --
</TABLE>                                                                
                                                         
--------------------                                                         
(a)   Discretionary bonuses paid pursuant to each executive officer's employment
      agreement with the Company and approved by the Board of Directors.

(b)   Additional disability insurance and annual life insurance premiums.

(c)   Additional  compensation  in connection  with the  acquisition of American
      Passage Media, Inc.

      None  of the  executive  officers  of the  Company  named  in the  Summary
Compensation Table received any long-term  compensation awards or payouts during
the Company's last three fiscal years.

Stock Options

      During the fiscal year ended June 30, 1998, the Company granted Mr. Resnik
an option under the Company's 1997 Employee Stock Option Plan to purchase,  at a
price of $4.69 per share,  up to 33,333 shares of Common Stock,  par value $0.01
per share ("Common  Stock"),  of the Company on and after January 6, 1999, up to
an additional  33,333 shares of Common Stock on and after January 6, 2001 and up
to an additional 33,334 shares of Common Stock on and after January 6, 2001. The
option expires in fiscal 2008.

      None  of the  executive  officers  of the  Company  named  in the  Summary
Compensation  Table  exercised any options during the fiscal year ended June 30,
1998.

Employment Agreements

      On April  2,  1996,  the  Company  entered  into a  three-year  employment
agreement  with Harlan D. Peltz,  its Chairman of the Board and Chief  Executive
Officer.  The agreement  requires Mr. Peltz to devote  substantially  all of his
business time to the management and operations of the Company and provides for a
base annual  salary of  $110,000  during the term of the  agreement,  subject to
increase as determined by the Board of Directors.  Mr. Peltz also may be granted
annual  bonuses  at the  discretion  of the Board of  Directors.  The  agreement
provides  that if Mr. Peltz is  terminated  without  cause,  he will continue to
receive the base salary during the remainder of the contract term. The agreement
also provides that the Company will continue to pay the base salary to Mr. Peltz
or his legal representative in the event of his termination due to disability or
death,  for a period ending on the earlier of the one-year  anniversary  of such
termination or the end of the employment term. The agreement contains provisions
prohibiting  Mr.  Peltz  from  competing  with the  Company  during  the term of
employment and for a period of one year thereafter.


                                       3
<PAGE>

      On June  17,  1996,  the  Company  entered  into a  three-year  employment
agreement  with Don  Leeds to serve as its  Executive  Vice  President-Strategic
Planning and Business Development. (Mr. Leeds was elected President in September
1996.) The  agreement  requires  Mr.  Leeds to devote  substantially  all of his
business time to the management and operations of the Company and provides for a
base annual  salary of  $200,000  during the term of the  agreement,  subject to
increase as determined by the Board of Directors.  Mr. Leeds may also be granted
annual  bonuses  at the  discretion  of the Board of  Directors.  The  agreement
requires the Company to provide and maintain certain insurance  benefits for Mr.
Leeds. The agreement provides that in the event of Mr. Leeds' termination due to
disability or death,  the Company will continue to pay the base salary to him or
his estate for a period  ending on the earlier of the  one-year  anniversary  of
such  termination  or the end of the contract  term. The agreement also provides
that Mr. Leeds may terminate  his  employment  for Good Reason (as defined),  in
which event he will be entitled to receive his base salary for the  remainder of
the contract term. The agreement contains provisions  prohibiting Mr. Leeds from
competing  with  the  Company  during  the  term of  employment  and,  upon  the
satisfaction  of certain  conditions,  for a period of one year  thereafter.  In
connection with his employment by the Company, Mr. Leeds also received a $50,000
fee for  consulting  services he rendered to the Company prior to his employment
and options from the Company and Harlan D. Peltz.

      On September 26, 1996,  the Company  entered into a three-year  employment
agreement  with Bruce L. Resnik to serve as its Executive  Vice  President-Chief
Financial  Officer.  The agreement provides for a base annual salary of $175,000
during the term of the agreement, subject to increase as determined by the Board
of Directors. Mr. Resnik may also be granted annual bonuses at the discretion of
the Board of Directors. The agreement provides that in the event of Mr. Resnik's
termination  due to  disability  or death,  the Company will continue to pay the
base  salary to him or his  estate  for a period  ending on the  earlier  of the
six-month  anniversary of such  termination or the end of the contract term. The
agreement  contains  provisions  prohibiting  Mr. Resnik from competing with the
Company during the term of employment  and for a period of one year  thereafter.
In connection with his hiring,  Mr. Resnik was granted an option pursuant to the
Company's 1996 Employee Stock Option Plan to purchase up to 50,000 shares of the
Common Stock at the fair market value of the stock on the date of grant.


                                       4
<PAGE>

ITEM 11. Security Ownership of Certain Beneficial Owners and Management

      The  following  table  sets forth  information  regarding  the  beneficial
ownership of the Common Stock as of October 23, 1998 by (i) each person known by
the Company to be the beneficial owner of more than 5% of the outstanding shares
of Common Stock, (ii) each of the Company's executive officers and directors and
(iii) all executive officers and directors of the Company as a group.

<TABLE>
<CAPTION>

                                                             Amount and
                                                        Nature of Beneficial      Percentage of
Name and Address of Beneficial Owner(1)                     Ownership(2)       Outstanding Shares
------------------------------------                   ---------------------   ------------------
<S>                                                          <C>                     <C>  
Harlan D. Peltz ......................................       2,392,813(3)            21.1%
George Lindemann .....................................         630,757(4)             5.6
   c/o Cellular Dynamics, Inc.
   767 Fifth Avenue
   New York, New York 10153
Freddie Fields .......................................         312,280(5)             2.7
   c/o The Fields & Hellman Company
   8899 Beverly Boulevard
   Los Angeles, California 90048
Don Leeds ............................................         437,713(6)             3.7
Metin Negrin .........................................          70,535                 *
Bruce L. Resnik ......................................          33,333(7)              *
Jan Miller ...........................................           2,000                 *
Howard Klein .........................................         128,500(8)             1.1
All executive officers and directors 
  as a group (8 individuals) .........................       4,007,931               34.1
Warburg, Pincus Counsellors, Inc. ....................       1,904,762               16.8
   466 Lexington Avenue
   New York, New York 10017
A. Alfred Taubman ....................................         764,111(9)             6.7
   200 East Long Lake Road
   Bloomfield Hills, Michigan 48304
John Hancock Advisers, Inc. ..........................         782,300                6.9
   c/o John Hancock Mutal Life Insurance Company
   John Hancock Place
   Post Office Box 111
   Boston, MA 02117

The Dreyfus Corporation ..............................         630,900                5.6
   c/o Mellon Bank Corporation
   One Mellon Bank Center
   Pittsburg, PA 15258

</TABLE>

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

*    Less than 1% of the outstanding Common Stock.

(1)  Unless otherwise indicated, the address of each beneficial owner identified
     is 529 Fifth Avenue, New York, New York 10017.

(2)  Unless otherwise indicated,  the Company believes that all persons named in
     the table have sole voting and investment  power with respect to all shares
     of Common  Stock  beneficially  owned by them. A person is deemed to be the
     beneficial  owner of securities  that can be acquired by such person within
     60 days from the date of this Form  10-KSB/A  upon the exercise of options,
     warrants or convertible  securities.  Each  beneficial  owner's  percentage
     ownership is determined by assuming that convertible securities, options or
     warrants  that are held by such  person  (but not  those  held by any other
     person) and which are  exercisable  within 60 days of the date of this Form
     10-KSB/A have been exercised.

(3)  Includes 63,544 shares owned by Universal Access Network,  Inc., a Delaware
     corporation wholly owned by Mr. Peltz.

(4)  All shares  owned by  Activated  Communications,  L.P.  ("ACLP"),  which is
     wholly  owned,  directly or  indirectly,  by Mr.  Lindemann  and his family
     members. Mr. Lindemann is the President,  and he and his family members are
     the sole shareholders, of the general partner of ACLP.

(5)  Includes 276,280 shares issuable upon exercise of options owned by a family
     trust of which Mr. Fields is a trustee.

(6)  Includes 376,000 shares issuable upon exercise of options granted under the
     Company's 1996 Employee Stock Option Plan and by Harlan D. Peltz.

(7)  Shares  issuable upon exercise of options  granted under the Company's 1996
     Employee  Stock Option  Plan.  

(8)  Includes  122,500  shares Mr. Klein  owns jointly  with  his wife and 6,000
     shares held in a retirement plan with his partners.

(9)  Shares owned as trustee of The A. Alfred Taubman Restated Revocable Trust.

      Harlan D. Peltz may be deemed a "promoter" of the Company, as such term is
defined in the Securities Act of 1933, as amended.


                                       5
<PAGE>

Item 12. Certain Relationships and Related Transactions

      In  connection  with the Company's  hiring of Don Leeds as Executive  Vice
President  in June 1996,  the  Company  granted  Mr.  Leeds an option  under the
Company's 1996 Employee Stock Option Plan to purchase,  at a price of $3.875 per
share,  up to 66,666  shares of Common Stock  immediately,  up to an  additional
66,667  shares  of  Common  Stock  on and  after  June  17,  1997,  and up to an
additional  66,667  shares  of  Common  Stock on and  after  June 17,  1998.  In
addition,  Harlan D. Peltz  granted  to Mr.  Leeds an option to  purchase  up to
176,000  shares of his Common  Stock at the same price and in equal  proportions
over the same vesting periods.

      In connection  with the  Company's  hiring of Bruce L. Resnik as Executive
Vice President and Chief Financial  Officer in October 1996, the Company granted
Mr.  Resnik an option under the  Company's  1996  Employee  Stock Option Plan to
purchase,  at a price of $3.44 per share, up to 16,666 shares of Common Stock on
and after October 7, 1997, up to an additional  16,667 shares of Common Stock on
and after October 7, 1998, and up to an additional 16,667 shares of Common Stock
on and after October 7, 1999.

      Effective  January 1995, the Company  entered into a consulting  agreement
with The Fields & Hellman Company ("F&H"), a corporation owned by Freddie Fields
and Jerome  Hellman.  In December 1995, the Company and F&H amended and restated
the consulting  agreement entitling F&H to receive,  among other things,  annual
consulting  fees of  $450,000,  $550,000  and  $275,000 in 1996,  1997 and 1998,
respectively,  annual overhead expense reimbursements (primarily relating to the
Company's office in Los Angeles,  California) of $262,500, $275,625 and $137,813
in 1996, 1997 and 1998,  respectively,  and 10% of the Company's  pre-tax income
through 1999. The Company also granted F&H an option to purchase  552,560 shares
of Common  Stock at an  exercise  price of $1.58 per  share,  which  option  was
assigned 50% to each of Jerome Hellman,  personally, and a family trust of which
Freddie  Fields is a trustee.  For the year ended December 31, 1995, the Company
paid  consulting  fees of $300,000 and overhead  expenses of $250,000 under such
agreement.

      On May 20, 1997,  the Company  entered into a revised  agreement with F&H.
The revised agreement relieved Messrs. Fields and Hellman of their obligation to
devote a substantial portion of their business time to the Company, but provided
that each would continue to be available to perform consulting  services for the
Company and that Mr. Fields would continue to serve as a director of the Company
at his election.  The revised  agreement further provided that the Company would
continue  to pay F&H the  monthly  consulting  fees and  expense  reimbursements
provided for in the original  agreement  (totaling  $412,812 for the period from
July 1, 1997 through  December 31, 1997), but that the Company could at any time
elect to pay 50% of the  remaining  balance in a single cash  payment and 50% by
issuing to Messrs.  Fields and Hellman  registered  shares of Common Stock.  The
revised agreement terminated December 31, 1997.


                                       6

<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,  hereunto duly
authorized.

                                               NETWORK EVENT THEATER, INC.

                                                  By: /s/ Harlan D. Peltz
                                                     ---------------------------
                                                         Harlan D. Peltz
                                                     Chief Executive Officer and
                                                        Chairman of the Board

Date:  October 28, 1998


                                      7