SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                FORM 10-KSB/A

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

                  FOR THE FISCAL YEAR ENDED JANUARY 31, 2001

                                      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
                                    1-9115

                               COMPUTRAC, INC.
                (Name of Small Business Issuer in its Charter)

                      TEXAS                          75-1540265
         (State or other jurisdiction of          (I.R.S. employer
         incorporation or organization)         identification no.)

     222 Municipal Drive Richardson, Texas              75080
       (Address of principal executive               (Zip Code)
                    offices)

                              (972) 234-4241
               (Issuer's telephone number, including area code)

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                               Name of Each Exchange
           Title of Each Class                  on Which Registered
           -------------------                  -------------------
      COMMON STOCK, $.01 PAR VALUE            AMERICAN STOCK EXCHANGE


      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE

   Check whether  the Issuer (1) filed  all reports required  to be filed  by
 Section 13 or 15(d) of the  Securities Exchange Act 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   [   ].

   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.   [ X ]

   Issuer's revenues for its most recent fiscal year:  $3,271,270.

   The aggregate market value of  the voting stock held by non-affiliates  of
 the registrant is approximately   $1,615,000

   As  of November  30, 2001,  6,483,898 shares  of the  registrant's  Common
 Stock were outstanding.

          Transitional Small Business Disclosure Format (Check One):
                        Yes     [   ]      No   [ X ]


                  DOCUMENTS INCORPORATED BY REFERENCE:  None

<PAGE>


                               EXPLANATORY NOTE

   This Form 10-KSB/A is being filed  in order to amend and restate in  their
 entirety Items 9,  10, 11 and  12 of the  Registrant's Form  10-KSB for  the
 fiscal year ended January 31, 2001.


<PAGE>


                                   PART III

 ITEM 9.   DIRECTORS, EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.


      The executive officers  and directors of  the Company  at December  18,
 2001 are as follows:

                                        Position(s) Held
      Name                    Age       With the Company
      ----                    ---       ----------------
      Harry W. Margolis        59       President, Chairman of the Board &
      Chief Executive Officer
      Dana E. Margolis         57       Secretary, Treasurer & Director
      George P. Pardue         48       Chief Financial Officer
      David L. Golemon         48       General Manager - Operations
      Lynda K. Thomas          55       Vice President - Administration
      Jay S. Stromberg         34       Vice President - Corporate
      David D. Hester          45       Vice President - CT Labs
      Michael R. Mueller       49       Vice President - LFMS for Windows
                                        Development
      Kenneth R. Nicholas      59       Director
      Gerald D. Harris         45       Director
      D. Bruce Walter          58       Director

      Harry W. Margolis  is a  co-founder of the  Company and  has served  as
 Chairman of the Board of the Company since its organization in 1977.   After
 graduating from U.C.L.A.  in 1964 with  a degree in  Political Science,  Mr.
 Margolis  attended  Southern  Methodist  University  Law  School  and   upon
 graduation in 1967, placed first in the bar examination administered in  the
 State of  Texas.   Mr. Margolis  founded his  own law  firm in  1967,  which
 increased to eight  members through internal  growth and by  merger with  an
 older firm, and practiced law until the Company was organized in 1977.

      Dana E. Margolis, a  director since 1983, served  as office manager  of
 the Company performing  its accounting  and purchasing  functions from  1980
 until 1983.  In January 1984, Mrs. Margolis assumed the responsibilities  of
 Secretary and Treasurer of  the Company.  Mrs.  Margolis attended San  Diego
 State University and is the wife of Harry W. Margolis.

      George P. (Sandy) Pardue  joined  CompuTrac  in  January 2001.  He  was
 heavily involved  in  CompuTrac's  initial public  offering  in  1983  while
 employed by Price Waterhouse.  Mr. Pardue's experience includes eight  years
 with  Price  Waterhouse,  concentrating   on  software,  real  estate,   and
 distribution clients. His experience subsequent to Price Waterhouse includes
 senior financial management positions at the Jagger-Buzbee Company  (Austin,
 TX), the  Richardson  Trident  Company (Richardson,  TX),  Lotto  Sport  USA
 (Carrollton, TX),  and extensive  experience in  systems implementation  and
 integration consulting.  Mr. Pardue graduated  from the University of  Texas
 at Austin with a BBA in Accounting.

      David L. Golemon  joined  CompuTrac in  1987  as Manager  of  Technical
 Communications.  His CompuTrac career has also included stints as Manager of
 Quality Assurance  and Program  Manager.   Prior  to joining  CompuTrac,  he
 worked for  UCCEL, now  Computer Associates,  one  of the  largest  software
 developers in the world.  Mr. Golemon graduated from the University of North
 Texas with a degree in Communications, cum laude.

      Lynda K. Thomas  was  elected   Vice  President  of  Administration  in
 December 1987.  Ms. Thomas joined the Company in September 1981 as Executive
 Assistant to the President and served as the Company's Business Manager from
 August 1983 until  her election to  Vice President.   Previously, she was  a
 corporate officer  and  director of  public  relations for  Republic  Gypsum
 Company, a Dallas  based manufacturer  and supplier  of building  materials.
 She attended the  University of  North Texas  in Denton,  Texas majoring  in
 education.  Ms. Thomas currently serves on the Board of Directors of Altrusa
 International of Collin County.

      Jay S. Stromberg was named Vice President of Marketing in August  2000.
 Before accepting  this position,  Mr. Stromberg  served as  the Director  of
 Marketing,  and   a   Regional  Sales   Manager.   Some  of   his   previous
 responsibilities involved  working as  a  Systems Analyst,  System  Training
 Consultant, Support  Representative,  Product Manager,  and  District  Sales
 Manager. Before coming  to CompuTrac,  Mr. Stromberg  was a  paralegal at  a
 prestigious New York law firm. He  attended college at the State  University
 of New  York  at Binghamton  where  he  received his  Bachelor's  degree  in
 English.

      David D. Hester has served as the Company's senior computer  programmer
 since June 1979 and is responsible for the Company's major software research
 and development efforts.  He was elected Vice President of the Company's  CT
 Labs department in April 1996.  Previously he served as an assembly-language
 programmer for General Computer  Systems, a division of  Telex.  Mr.  Hester
 attended the University of  Texas at Arlington and  is an honor graduate  of
 Control Data Institute.

      Michael R. Mueller  joined the  Company in  October 1984  as a  support
 programmer and was  elected Vice President  of Law  Firm Management  Systems
 Development in May 1996.  He has been involved in the development of four of
 the Company's six  generations of  law firm  management systems.   Prior  to
 joining the  Company,  Mr.  Mueller  graduated  from  Texas  A&M  University
 majoring in Computer Science with a minor in Accounting.

      Kenneth R. Nicholas, a director of the Company since 1995, has been the
 Senior Partner of Nicholas & Montgomery, LLP, a certified public  accounting
 firm in Dallas, Texas since January  2001.  From January 1987 until  merging
 his practice into Nicholas and Montgomery,  he was the Managing Director  of
 Nicholas, Flanagan & Bard, P.C.  Prior  to that time, Mr. Nicholas spent  22
 years with Deloitte Haskins & Sells (now Deloitte & Touche), including  over
 ten years as a  partner and seven years  as partner-in-charge of the  Dallas
 tax practice.  Mr. Nicholas graduated from Southern Methodist University  in
 1964.

      Gerald D. Harris, a  director of the Company  since 1994, is the  owner
 and operator of Harris Typesetting Services, a graphics design and  printing
 business located in Plano, Texas.  Prior to beginning his business in  1990,
 Mr. Harris  was the  head golf  professional at  the prestigious  Stonebriar
 Country Club  in Frisco,  Texas.   Mr.  Harris  attended the  University  of
 Oklahoma majoring in finance.

      D. Bruce Walter was  elected to the Board  of Directors in July,  1998.
 He is  also on the board of directors  of  HQ/HR  Corporation  headquartered
 in  St.  Louis,  Missouri  and  two Dallas  based companies,  SPS Management
 Corporation  and Connex Systems Corporation.  Mr. Walter previously held the
 position of Chairman and Chief Executive Officer at Radiomail Corporation, a
 wireless  internet  company  headquartered  in San  Mateo, California,  from
 October 1994 to July 1997.  He was President  and Chief Executive Officer of
 CoActive Computing Corporation, located in California,  from July 1993 until
 October 1994.  Mr. Walter was at Grid Systems Corporation,  also  located in
 California, from June 1983  to June 1993, where  he was President and  Chief
 Executive Officer  from  1991  to 1993.  Prior  to  1983,  Mr. Walter  spent
 sixteen years in  various management-level positions  at Xerox  Corporation.
 He is a 1965 graduate of Waynesburg College.


 Section 16(a) Beneficial Ownership Reporting Compliance
 -------------------------------------------------------

      Section 16(a)  of the  Securities Exchange  Act  of 1934,  as  amended,
 requires the Company's directors and executive officers, and persons who own
 more than ten  percent of the  Company's outstanding Common  Stock, to  file
 with the Securities and Exchange Commission  (the "SEC") initial reports  of
 ownership and reports of changes in ownership of Common Stock.  Such persons
 are required by SEC  regulations to furnish the  Company with copies of  all
 such reports  they file.   To  the Company's  knowledge, based  solely on  a
 review of the  copies of such  reports furnished to  the Company during  the
 Company's last fiscal year, all Section 16(a) filing requirements applicable
 to its officers, directors  and greater than  ten percent beneficial  owners
 have been complied with.


 ITEM 10.  EXECUTIVE COMPENSATION.

 Summary Compensation Table

      The following table sets forth the  aggregate compensation paid to  the
 Company's Chief Executive  Officer and the  only other  officer whose  total
 annual salary and bonus for the 2001  fiscal year was $100,000 or more  (the
 "Named Executive Officers"), with respect to each of the three fiscal  years
 in the period ended January 31, 2001.

                               Annual           Long-Term
                          Compensation (1)  Compensation Awards
                          ----------------  -------------------
                                            Number of Securities   All Other
 Name and Principal      Fiscal              Underlying Options     Compen-
     Position             Year  Salary ($)        Granted          sation ($)
 ------------------      ------ ----------  -------------------    ----------
 Harry W. Margolis        2001  1,166,678 (2)        -              4,063 (3)
 President, Chairman      2000    398,500            -              4,063 (3)
 of the Board and Chief   1999    546,000        621,000 (4)        6,156 (3)
 Executive Officer

 D. Bruce Walter (5)      2001    113,111
 President                2000    120,339        100,000
 ________________________

 (1)   The columns for "Bonus" and "Other Annual Compensation" have been
       omitted because there is no compensation required to be reported in
       such column.  The aggregate amount of perquisites and other personal
       benefits provided to the Company's Chief Executive Officer is less
       than the lesser of $50,000 or 10% of the total of annual salary and
       bonus of the officer.
 (2)   Includes $817,000 for the buyout of Mr. Margolis' employment contract
       in January, 2001, in the form of a demand note.
 (3)   Represents the economic value of split-dollar life insurance
       policies paid for by the Company naming Mr. Margolis' estate
       as the beneficiary.
 (4)   Of the options granted, 108,000 were cancelled November 14, 1998
       in connection with an option grant of 333,000 shares on the same
       date.
 (5)   Resigned as president effective as of December 31, 2000.


 Executive Employment Agreements
 -------------------------------

      In January 2001,  the Company negotiated  the termination  of Harry  W.
 Margolis' employment contract in  exchange for a 6%  demand note payable  in
 the amount  of $817,659.   The  old  agreement, which  was to  terminate  on
 December 31, 2002, provided for a  salary of $642,196 in calendar year  2001
 and  $657,609  in  calendar  year  2002.   Additionally,  in  the  event  of
 termination, other than for  cause, as defined,  the old agreement  provided
 for a termination payment  of two to three  times base salary, depending  on
 termination date.

      Concurrent with termination of the old agreement, the Company and Harry
 W. Margolis entered  into a new  employment agreement.   The new  agreement,
 which is terminable by either party  upon thirty days prior written  notice,
 provides for a  monthly salary  of $10,000  and has  no termination  payment
 provisions.


 ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      The following table sets  forth, as of  December 18, 2001,  information
 with respect to the beneficial ownership of the Common Stock of the  Company
 by (a) the Company's  Chief Executive Officer and  each of the other  "Named
 Executive Officers" (as defined below  in "Executive Compensation -  Summary
 Compensation  Table"),  (b)  each  person  known  by  the  Company  to   own
 beneficially 5% or more of such outstanding Common Stock, (c) each  director
 or nominee who owns any shares,  and (d) all current executive officers  and
 directors of the Company as a group.


 Name and Address of             Amount and Nature of
 Beneficial Owner (1)      Beneficial Ownership of Class (2)      Percent
 --------------------      ---------------------------------      -------
 Harry W. Margolis                    2,212,877 (3)                32.9

 Dana E. Margolis                        21,778 (4)                 (5)

 Jay Stromberg                           72,031 (6)                 1.1

 D. Bruce Walter                        130,120 (7)                 2.0

 Gerald D. Harris                        15,000 (8)                 (5)

 Kenneth R. Nicholas                     48,000 (9)                 (5)

 All current directors and executive  2,652,733 (10)               38.2
     officers (10 persons) as a group
 ____________________________

 (1)   Unless otherwise indicated, each person's address is 222 Municipal
       Drive, Richardson, Texas 75080.
 (2)   Unless otherwise indicated, each person has sole voting and
       investment power with respect to such shares.
 (3)   Includes 250,000 shares Mr. Margolis has the right to acquire through
       the exercise of options.  Mr. Margolis may be deemed to be the
       beneficial owner of the shares owned by his wife, Dana E. Margolis.
 (4)   Dana E. Margolis may be deemed to be the beneficial owner of the
       shares owned by her husband, Harry W. Margolis.
 (5)   Beneficial ownership is less than one percent (1%) of the Company's
       outstanding shares.
 (6)   Jay S. Stromberg may be deemed to be the beneficial owner of the
       61,400 shares owned by his wife, Tammy Margolis-Stromberg.
 (7)   Includes 12,000 shares Mr. Walter has the right to acquire through the
       exercise of options.
 (8)   Includes 15,000 shares Mr. Harris has the right to acquire through the
       exercise of options.
 (9)   Includes 38,000 shares Mr. Nicholas has the right to acquire through
       the exercise of options.
 (10)  Includes 456,155 shares the current directors and executive officers
       have the right to acquire through the exercise of options.


 ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      In January 2001,  the Company negotiated  the termination  of Harry  W.
 Margolis' employment contract in  exchange for a 6%  demand note payable  in
 the amount  of $817,659.   The  old  agreement, which  was to  terminate  on
 December 31, 2002, provided for a  salary of $642,196 in calendar year  2001
 and  $657,609  in  calendar  year  2002.   Additionally,  in  the  event  of
 termination, other than for  cause, as defined,  the old agreement  provided
 for a termination payment  of two to three  times base salary, depending  on
 termination date.

      Concurrent with termination of the old agreement, the Company and Harry
 W. Margolis entered  into a new  employment agreement.   The new  agreement,
 which is terminable by either party  upon thirty days prior written  notice,
 provides for a  monthly salary  of $10,000  and has  no termination  payment
 provisions.

<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,
 on the 20th day of December, 2001.

                                         COMPUTRAC, INC.


                                         By:    /s/ George P. Pardue
                                                -----------------------------
                                         Name:  George P. Pardue
                                         Title: Chief Financial Officer
                                               (Principal Accounting Officer)