SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A

     [X]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the quarterly period ended               September 30, 1998

                                       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 0-19453

                           HOLOPAK TECHNOLOGIES, INC.
              Exact name of registrant as specified in its charter


                Delaware                                 51-0323272
     (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                   Identification No.)

                9 Cotters Lane, East Brunswick, New Jersey 08816
               (Address of principal executive offices) (Zip Code)

       (Registrant's telephone number, including area code) (732) 238-2883

     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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

         Class                               Outstanding at 11/10/98
         -----                               -----------------------

Common Stock, $ .01 Par Value                        2,796,403
Class A Common Stock, $ .01 Par Value                  753,086


<PAGE>

                   HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES

                                      Index


                                                                     Page Number
                                                                     -----------

PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets as of September 30, 1998
         (Unaudited) and March 31, 1998                                       1

         Consolidated Statements of Operations (Unaudited) for the Three
         and Six Months ended September 30, 1998 and 1997                     2

         Consolidated Statements of Cash Flows (Unaudited) for the Six
         Months Ended September 30, 1998 and 1997                             3

         Notes to Consolidated Financial Statements                           4


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                  6


PART II: OTHER INFORMATION                                                   11

Item 4.  Submission of matters to vote of Security Holders                   11


SIGNATURES                                                                   12


EXHIBITS                                                                     13


<PAGE>

                   HoloPak Technologies, Inc. and Subsidiaries
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                                      September 30,     March 31,
                                                                                                          1998            1998
                                                                                                       (Unaudited)      (Audited)
                                                                                                      ============    ============
<S>                                                                                                   <C>             <C>         
                                        Assets
Current Assets:
    Cash and Cash Equivalents .....................................................................   $  2,564,903    $  1,939,764
    Accounts Receivable, less allowance
       for doubtful accounts of $205,286 as of September 30, 1998 and $217,604 as of March 31, 1998      5,705,185       5,740,100
    Inventories (Note 2) ..........................................................................      6,604,710       7,413,759
    Prepaid Expenses ..............................................................................        473,781         477,020
    Prepaid Income Taxes ..........................................................................        233,171         104,876
    Deferred Income Taxes .........................................................................        125,000         129,834
    Other Current Assets ..........................................................................         60,340          40,120
                                                                                                      ------------    ------------

Total Current Assets ..............................................................................     15,767,090      15,845,473

Property and Equipment, less accumulated depreciation of $15,133,163 as of September 30, 1998 and 
    $14,382,827 as of March 31, 1998 ..............................................................      7,894,669       8,169,074

Excess of Cost over Fair Value of Net Assets Acquired, less accumulated amortization
    of $1,861,887as of September 30, 1998 and $1,761,669 as of March 31, 1998 .....................      6,498,928       6,599,146
Other Assets ......................................................................................        145,607         147,102
                                                                                                      ------------    ------------

Total  Assets .....................................................................................   $ 30,306,294    $ 30,760,795
                                                                                                      ============    ============


                                        Liabilities and Stockholders' Equity
Current Liabilities:
   Current Maturities of Long-Term Debt (Note 3) ..................................................   $    633,750    $  1,080,000
   Accounts Payable and Accrued Liabilities .......................................................      3,144,051       3,079,475
                                                                                                      ------------    ------------

Total Current Liabilities .........................................................................      3,777,801       4,159,475

Long-Term Debt  (Note 3) ..........................................................................        676,250            --
Deferred Income Taxes .............................................................................        938,816       1,027,353
                                                                                                      ------------    ------------

Total Liabilities .................................................................................      5,392,867       5,186,828
                                                                                                      ------------    ------------

Stockholders' Equity
    Preferred Stock: $.01 par value: 10,000,000 shares authorized; none issued ....................           --              --
    Common Stock; $.01 par value; 10,000,000 shares authorized;  2,796,403 shares issued ..........         27,964          27,964
    Class A Common Stock; nonvoting; $.01 par value: 2,000,000 shares authorized;
       753,086 shares convertible to Common Stock at any time at the stockholder's option .........          7,531           7,531
    Class B Common Stock, $.01 par value; 700,000 shares authorized; none issued ..................           --              --
    Additional Paid-in Capital ....................................................................     22,228,094      22,228,094
    Retained Earnings .............................................................................      5,182,146       5,302,398
    Cumulative Translation Adjustment .............................................................     (1,260,823)       (720,535)
                                                                                                      ------------    ------------

                                                                                                        26,184,912      26,845,452
    Less:  Common Stock (201,800 shares) Held In Treasury, at cost ................................     (1,271,485)     (1,271,485)
                                                                                                      ------------    ------------

Total Stockholders' Equity ........................................................................     24,913,427      25,573,967
                                                                                                      ------------    ------------

Total Liabilities and Stockholders' Equity ........................................................   $ 30,306,294    $ 30,760,795
                                                                                                      ============    ============
</TABLE>


See unaudited notes to consolidated financial statements.

                                       1

<PAGE>

                   HoloPak Technologies, Inc. and Subsidiaries
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                          Three Months Ended                 Six Months Ended
                                                                             September 30,                     September 30,
                                                                         1998             1997             1998             1997
                                                                     (Unaudited)      (Unaudited)      (Unaudited)       (Unaudited)
                                                                    ============     ============     ============      ============
<S>                                                                 <C>              <C>              <C>               <C>         
Net Revenues ..................................................     $  8,547,219     $  9,864,495     $ 17,307,525      $ 19,505,836

Cost of Sales .................................................        6,843,008        7,698,131       13,887,723        15,333,721
                                                                    ------------     ------------     ------------      ------------

Gross Profit ..................................................        1,704,211        2,166,364        3,419,802         4,172,115

Selling, General & Administrative Expenses ....................        1,692,708        2,013,337        3,589,878         3,987,659
                                                                    ------------     ------------     ------------      ------------

Operating (Loss) Income .......................................           11,503          153,027         (170,076)          184,456

Interest Income ...............................................           30,836           32,056           62,474            60,136
Interest Expense ..............................................           26,734           38,389           54,018            84,164
                                                                    ------------     ------------     ------------      ------------

(Loss) Income Before Income Taxes .............................           15,605          146,694         (161,620)          160,428

(Benefit) Provision for Income Taxes ..........................           13,855           63,699          (41,368)           70,143
                                                                    ------------     ------------     ------------      ------------

Net (Loss) Income .............................................     $      1,750     $     82,995     $   (120,252)     $     90,285
                                                                    ============     ============     ============      ============



Basic and diluted (loss) earnings per share (Note 6):

    Net (Loss) Income .........................................     $       0.00     $       0.02     $      (0.04)     $       0.03
                                                                    ============     ============     ============      ============

Weighted-average number of common shares
   and common share equivalents outstanding ...................        3,347,689        3,347,689        3,347,689         3,347,689
</TABLE>


See unaudited notes to consolidated financial statements.


                                       2

<PAGE>

                   HoloPak Technologies, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                                                            Six Months Ended
                                                                                                              September 30,
                                                                                                          1998              1997
                                                                                                      (Unaudited)       (Unaudited)
                                                                                                      ===========       ===========
<S>                                                                                                   <C>               <C>        
Cash Flows From Operating Activities
Net (Loss) Income ..............................................................................      $  (120,252)      $    90,285
  Adjustments to reconcile net (loss) income to net cash provided by operating activites:
     Depreciation ..............................................................................        1,150,868         1,301,660
     Amortization ..............................................................................          100,218           100,191
     Gain on sale of fixed assets ..............................................................           (1,000)           (5,200)
     Decreases (Increases) In:
       Accounts receivable .....................................................................         (103,226)         (453,067)
       Inventories .............................................................................          657,660           364,432
       Prepaid expenses ........................................................................           (5,441)           37,281
       Prepaid Income taxes ....................................................................         (129,247)           17,143
       Other current assets ....................................................................          (20,220)          (70,079)
       Other assets ............................................................................          (66,532)           31,631
     (Decreases) Increases In:
       Accounts payable and accrued liabilities ................................................          117,225           120,646
       Deferred income taxes ...................................................................          (62,665)           25,191
                                                                                                      -----------       -----------

        Net cash provided by operating activities ..............................................        1,517,388         1,560,114
                                                                                                      -----------       -----------

Cash Flows From Investing Activities
    Proceeds from sale of fixed assets .........................................................            1,000             5,200
    Capital expenditures .......................................................................       (1,076,616)         (354,150)
                                                                                                      -----------       -----------

        Net cash used in investing activities ..................................................       (1,075,616)         (348,950)
                                                                                                      -----------       -----------

Cash Flows From Financing Activities
    Repayment of long-term borrowings ..........................................................         (270,000)         (876,250)
    Net increase in long-term borrowings .......................................................          500,000              --
                                                                                                      -----------       -----------
        Net cash provided from (used in) financing activities ..................................          230,000          (876,250)
                                                                                                      -----------       -----------

Effect of exchange rate changes on cash and cash equivalents ...................................          (46,633)               10
                                                                                                      -----------       -----------

Net increase in cash and cash equivalents ......................................................          625,139           334,924
Cash and Cash Equivalents,  Beginning of Period ................................................        1,939,764         3,004,356
                                                                                                      -----------       -----------

Cash and Cash Equivalents, End of Period .......................................................      $ 2,564,903       $ 3,339,280
                                                                                                      ===========       ===========
</TABLE>

See unaudited notes to consolidated financial statements.


                                       3

<PAGE>

                   HOLOPAK TECHNOLOGIES, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
              For the Six Months Ended September 30, 1998 and 1997

                                   (Unaudited)

1.   Summary of Significant Accounting Policies:

     The accompanying unaudited consolidated financial statements have been
     prepared by HoloPak Technologies, Inc. ("HoloPak" or the "Company")
     pursuant to the rules and regulations of the Securities and Exchange
     Commission. In the opinion of management, all adjustments (consisting of
     normal recurring adjustments) considered necessary for a fair presentation
     have been included. Operating results for the six months ended September
     30, 1998 are not necessarily indicative of the results that may be expected
     for the year ending March 31, 1999. The Company's financial statements do
     not include certain information and footnotes required by generally
     accepted accounting principles and accordingly, should be read in
     conjunction with the financial statements and the notes thereto included in
     HoloPak's Annual Report on Form 10-K for the year ended March 31, 1998.

2.   Inventories

     The components of inventories were as follows:

<TABLE>
<CAPTION>
                            September 30, 1998       March 31, 1998
                            ------------------       --------------
<S>                             <C>                     <C>       
     Finished Goods             $3,649,533              $3,859,107
     Work in Process               662,368                 839,991
     Raw Materials               2,292,809               2,714,661
                                 ---------               ---------
     TOTAL                      $6,604,710              $7,413,759
                                ==========              ==========
</TABLE>

3.   Note Payable & Long-Term Debt

     Effective October 1, 1998, the Company renegotiated the terms of its credit
     facility and has available through September 1999 a secured revolving line
     of credit in the amount of $3.0 million to be used for general corporate
     purposes. The Company has $3.0 million available under this general
     facility at October 1, 1998. As of October 1, 1998, the Company converted
     $500,000 from its previous line of credit to a four year term loan. This
     loan requires equal quarterly payments of $31,250 beginning January 1, 1999
     and maturing on October 1, 2002. In addition, the Company has a five year
     term loan. This loan requires equal quarterly payments of $135,000, which
     began on June 17, 1995, with a final maturity of March 17, 2000.
     Outstanding borrowings on this capital expenditure loan at September 30,
     1998 and March 31, 1998 were $810,000 and $1,080,000, respectively. The
     line of credit facility bears interest at the one month London Interbank
     Offered Rate ("LIBOR") plus 225 basis points. The 1995 and 1998 term loans
     bear interest at the three month LIBOR plus 150 basis points and 250 basis
     points respectively. The interest rate in effect for the line of credit
     facility was 7.9% at September 30, 1998 and March 31, 1998. The interest
     rate in effect for the 1995 term loan was 6.9% at September 30, 1998 and
     March 31, 1998.


                                       4

<PAGE>

3.   Note Payable & Long-Term Debt (cont'd)

     Annual maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
                  For the Period Ended
                       September 30,               Payments
                  --------------------           -----------
                           <S>                   <C>        
                           1999                  $   633,750
                           2000                      395,000
                           2001                      125,000
                           2002                      125,000
                           2003                       31,250
                                                 -----------
                                                 $ 1,310,000
                                                 ===========
</TABLE>

4.   Adoption of SFAS No. 130

     In 1997, the Financial Accounting Standards Board (FASB) issued Statement
     of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive
     Income." Comprehensive income is defined as the total change in
     shareholders' equity during the period other than from transactions with
     shareholders. For the Company, comprehensive income is comprised of net
     income and the net change in the accumulated foreign currency translation
     adjustment account. Total comprehensive (loss) income for the six months
     ended September 30, 1998 and 1997 was $(660,540) and $105,057 respectively.

5.   Adoption of SFAS No. 131

     In June 1997, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments
     of an Enterprise and Related Information, which will be effective for the
     Company beginning with its 1999 fiscal year end. SFAS No. 131 redefines how
     operating segments are determined and requires expanded quantitative and
     qualitative disclosures relating to a company's operating segments. The
     Company is currently assembling the data and evaluating the impact of SFAS
     No. 131 on its current disclosures.

6.   Earnings Per Share

     In February 1997, the Financial Accounting Standards Board issued SFAS No.
     128, "Earnings per Share". This standard revises certain methodology for
     computing earnings per common share and requires the reporting of two
     earnings per share figures: basic earnings per share and diluted earnings
     per share. Basic earnings per share is computed by dividing net income by
     the weighted-average number of shares outstanding. Diluted earnings per
     share is computed by dividing net income by the sum of the weighted-average
     number of shares outstanding plus the dilutive effect of shares issuable
     through the exercise of stock options. All earnings per share figures
     presented herein have been computed in accordance with the provisions of
     SFAS No. 128. For the Company, both basic and diluted earnings per share
     equal previously reported primary earnings per share. There was no dilutive
     effect for the six months ended September 30, 1998 and September 30, 1997.


                                        5

<PAGE>

Item 2.   Management's Discussion and Analysis of Financial Conditions and
          Results of Operations


                              RESULTS OF OPERATIONS


Three Months Ended September 30, 1998 Compared to the Three Months Ended
September 30, 1997

Net Revenues:

Net revenues for the three months ended September 30, 1998 were $8.5 million,
compared to $9.9 million for the comparable period of September 30, 1997, a
decrease of 14.1%. The decrease is primarily attributable to decreased sales in
the Company's holographic security products. The other factor affecting sales is
the reduced average selling prices as a result of competitive pricing pressures
and decreases in the cost of raw materials passed onto customers. Revenues from
sales of holographic products decreased from $2.6 million to $1.5 million
primarily as a result of reduced security product sales to overseas markets
attributed to Asian and Indonesian economic conditions. Revenues from sales of
hot stamping foils decreased from $4.8 million to $4.4 million primarily due to
the decrease in the average selling price per unit as discussed above. Revenues
for metallized paper increased slightly from $2.15 million in the prior year
quarter as compared to $2.25 million in the quarter ending September 30, 1998.

Cost of Sales and Gross Profits:

Cost of sales decreased by $.9 million to $6.8 million from $7.7 million in the
prior year period. The decrease from the comparable quarter of the prior year
was primarily attributable to lower holography sales as previously discussed and
the decline in the price of polyester film, the primary raw material in the
manufacturing of both hot stamping and holographic foil.

Gross profit decreased by $.5 million, from $2.2 million in 1997 to $1.7 million
in the 1998 period as a result of the decrease in revenues partially offset by
the decrease in Cost of Sales. Fixed costs at the Company's Transfer Print
Foils, Inc., subsidiary were absorbed by lower sales thus decreasing the gross
profit as a percentage of sales to 19.9% from 22.0% in the prior year period.

Selling, General and Administrative Expenses:

Selling, general and administrative expenses decreased to $1.7 million from $2.0
million for the comparable period of 1997. The primary reductions occurred in
commissions, advertising and insurance expense, partially offset by increased
consulting fees and computer related charges.


                                        6

<PAGE>

Operating Income:

Operating income for the quarter ended September 30, 1998, was $12,000 compared
to operating income of $153,000 for the same period last year. The decline was
attributable to the decline in sales and gross profits.

Interest Income (Expense):

Net interest income for the quarter was $4,100 compared to an expense of $6,300
for the prior year period. Lower debt was responsible for the decline, partially
offset by decreased cash balances.

Income Taxes:

Income taxes were $13,900 for the quarter ended September 30, 1998, compared to
income taxes of $63,700 for the prior year period.

Net Income and Earnings per Share:

Net income was $1,800 for the quarter ended September 30, 1998 compared to net
income of $83,000 for the prior year period. Earnings per share were $0.00 for
the quarter ended September 30, 1998 compared to $0.02 for the prior year
quarter. Lower operating profits were responsible for the decline.



                                        7

<PAGE>

Six Months Ended September 30, 1998 Compared to the Six Months Ended September
30, 1997


Net Revenues:

Net revenues for the six months ended September 30, 1998 were $17.3 million,
compared to $19.5 million for the comparable period of September 30, 1997, a
decrease of 11.3%. The decrease is primarily attributable to decreased sales in
the company's holographic security products. Another major factor affecting
sales is the reduced average selling price as a result of competitive pricing
pressures and decreases in the cost of raw materials passed onto customers.
Revenues from sales of holographic products decreased from $4.9 million to $3.6
million primarily as a result of reduced security product sales to overseas
markets attributable to Asian and Indonesian economic conditions. Revenues from
hot stamping foils decreased from $10.0 million to $8.7 million primarily due to
the decrease in the average selling price per unit as discussed previously.
Revenues for metallized paper increased slightly from $4.47 million in the
period ending 1997 to $4.53 million in the comparable period ending September
30, 1998.

Cost of Sales and Gross Profit:

Cost of sales decreased by $1.4 million to $13.9 million from $15.3 million in
the prior year period. The decrease from the prior year six month period was
primarily attributable to lower holography sales as previously discussed and the
decline in the price of polyester film, the primary raw material in the
manufacturing of both hot stamping and holographic foil.

Gross profit decreased by $.8 million, from $4.2 million in 1997 to $3.4 million
in the 1998 period as a result of the decrease in revenues partially offset by
the decrease in cost of sales. Fixed costs at the Company's Transfer Print
Foils, Inc. subsidiary were absorbed by lower sales thus decreasing the gross
profit as a percentage of sales to 19.8% from 21.4% in the prior year period.

Selling, General and Administrative Expenses:

Selling, general and administrative expenses were $3.6 million compared to $4.0
million for the prior year period. The primary reductions occurred in
commissions, advertising and insurance expense, partially offset by increases in
consulting fees and computer related charges.

Operating (Loss) Income:

Operating loss for the six month period ended September 30, 1998, was $170,000
compared to operating income of $184,000 for the same period last year. The
decline was attributable to the decline in sales and gross profits.


                                        8

<PAGE>

Interest Income (Expense): 

Net interest income for the six month period was $8,500 compared to an expense
of $24,000 for the prior year period. Lower debt was responsible for the
decline, offset slightly by decreased cash balances.

Income Taxes: 

Income taxes were a benefit of $41,400 for the six months ended September 30,
1998, compared to an income tax provision of $70,100 for the prior year period.

Net Income (Loss) and Earnings (Loss) Per Share:

Net loss was $120,300 for the six months ended September 30, 1998 compared to
net income of $90,300 for the prior year period. The 1998 loss per share was
$0.04 compared to September 30, 1997 earnings of $0.03. Lower operating profits
were responsible for the decline.

                               FINANCIAL CONDITION

Liquidity and Capital Resources:

As of September 30, 1998, the Company had cash of $2.6 million and working
capital of $12.0 million, compared to cash of $1.9 million and working capital
of $11.7 million at March 31, 1998. The increase in cash is primarily
attributable to cash generated from operations. The increase in working capital
is the result of the reclassification of short- term borrowings to long-term
debt due to the renegotiation of the Company's credit line facility.
Depreciation and amortization for the six month period was $1.2 million while
capital investment was $1.1 million.

The Company has available a general purpose credit line of $3,000,000 with a
remaining availability of $3,000,000 at November 10, 1998.

     The Company's  financial  covenants under the Company's  $3,000,000  credit
line consist of a Fixed Charge  Coverage  Ratio of 1.1 to 1.0 for the  preceding
twelve  months  calculated  at the  end of each  fiscal  quarter  and a  minimum
Tangible Net Worth Covenant of $19,450,000  calculated at the end of each fiscal
quarter.  The  Tangible  Net Worth  Covenant  was  renegotiated  to a minimum of
$17,750,000  as of October 1, 1998. As of September 30, 1998, the Company was in
compliance  with the Fixed  Charge  Coverage  Ratio and the  Tangible  Net Worth
Covenant.

Stockholders' Equity:

Stockholder's equity decreased by $.7 million primarily due to a decrease in the
cumulative translation adjustment associated with our Canadian subsidiary and
the net loss for the period.

Year 2000

General

The "YEAR 2000 ISSUE" refers to computer hardware and software and their ability
to recognize and process dates beyond the year 1999. This includes, but is not
limited to, IS (Information systems) hardware and software, telephone systems
and plant infrastructure. In addition, this issue involves the capability of the
Company's customers and suppliers to provide an uninterrupted supply of orders,
goods and services. To ensure a smooth transition to the year 2000, the Company
has implemented a plan to correct and replace, where necessary, any hardware or
software which is not year 2000 compliant. The Company is also surveying our
suppliers and customers to identify those who will be ready and those who may
not be ready.


                                        9

<PAGE>

Status

The Company has identified certain Year 2000 IS issues and is in the process of
replacing or modifying non-compliant hardware and software. The Company's plants
have begun to evaluate their equipment and infrastructure and it is expected
that recommendations for corrective measures, if necessary will be formulated by
the end of 1998. Purchasing has proceeded to survey all critical suppliers and a
cooperative program with our customers has begun to lessen their concern and
ensure a continued relationship. The Company's goal is to be compliant by July
1, 1999.

Risks

Any oversight to correct a material internal YEAR 2000 problem could result in
the interruption or failure of certain normal business activities. These
interruptions or failures could adversely affect the Company's financial
condition. In addition, if any third parties, who provide goods or services that
are critical to the Company's business activities, fail to appropriately address
their YEAR 2000 issues, there could be a material adverse effect on the
Company's financial condition and results of operations. Because of the
magnitude and uncertainty of the problem, the Company cannot determine at this
time whether the consequences of any oversights will have a material impact on
the Company. HoloPak Technologies believes that the planned modifications of its
internal systems and equipment will allow it to be year 2000 compliant in a
timely manner.

Contingency Plan

The Company will develop appropriate contingency plans to address internal and
external issues specific to YEAR 2000 compliance. These plans will include
performing certain processes manually, changing suppliers and increasing
inventory levels. The Company expects to complete its contingency plan by
September 30, 1999.

Costs

The Company does not expect the costs associated with its YEAR 2000 efforts to
be substantial. The Company has not incurred any costs associated with the Year
2000 problem as of September 30, 1998. The Company estimates that the total
amount will not exceed $400,000, such cost to be incurred during the third and
fourth quarter of fiscal year 1999 and throughout the remainder of 1999. Such
total amount includes expenditures under capital leases for certain hardware and
software costs. The Company's aggregate cost estimate does not include time and
costs that may be incurred by the Company as a result of the failure of any
third parties, including suppliers, to become YEAR 2000 ready or costs to
implement any contingency plan.


                                       10

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.   Legal Proceedings                                             None

Item 2.   Change in Securities                                          None

Item 3.   Defaults Upon Senior Securities                               None

Item 4.   Submission of Matters to Vote of Security Holders

          (a) The Annual Meeting of Stockholders of the Company was held in New
          Jersey on September 25, 1998. Proxies for the annual meeting were
          solicited pursuant to Regulation 14A under Securities Exchange Act of
          1934, as amended

          (b) At the Annual Meeting, stockholders elected the following
          directors to one-year terms:

<TABLE>
<CAPTION>
                                           Number of Votes
                                   For         Against       Abstain
                                   ---         -------       -------
<S>                             <C>            <C>           <C>    
          Robert J. Simon       2,048,841        ---         352,765
          James L. Rooney       2,323,741        ---          77,865
          Michael S. Mathews    2,048,841        ---         352,765
          Brian Kelly           2,190,841        ---         210,765
          Harvey S. Share       2,317,841        ---          83,765
</TABLE>

          (c)  The stockholders also ratified the appointment of Deloitte &
          Touche, LLP as independent auditors for the Company for the fiscal
          year ending March 31, 1999.

<TABLE>
<CAPTION>
                                 Number of Votes
                   For               Against               Abstain
                   ---               -------               -------
<S>             <C>                   <C>                    <C>
                2,393,657             7,849                  100
</TABLE>

Item 5.   Other Information                                             None

Item 6.   Exhibits and Reports on Form 8-K
          (a)  Exhibits

               Exhibit 10.38*      Fifth Amendment to Loan
                                   Agreement between the Company &
                                   First Union National Bank,
                                   relating to a $3.0 million line
                                   of credit and a conversion of $500,000 
                                   into a term loan

               Exhibit 11*         Computation of (Loss) Earnings Per Share

          (b)  Report on Form 8-K                                       None

----------
*    Previously filed

                                       11
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this to be signed on its behalf by the undersigned
thereunto duly authorized.



HoloPak Technologies, Inc.


/s/ James L. Rooney                            Dated:  March  , 1999
    ------------------------                           -------------------
    James L. Rooney
    President and
    Chief Executive Officer


/s/ Arthur Karmel                              Dated:  March  , 1999
    ------------------------                           -------------------
    Arthur Karmel
    Chief Financial Officer




                                       12