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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-K/A

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

                                Amendment No.2 to
         Annual Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 1998

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

                           Commission File No. 1-10927

                              VSI ENTERPRISES, INC.

                             A Delaware Corporation
                  (IRS Employer Identification No. 84-1104448)
                            5801 Goshen Springs Road
                             Norcross, Georgia 30071
                                 (770) 242-7566

                 Securities Registered Pursuant to Section 12(b)
                     of the Securities Exchange Act of 1934:

                                      None

                 Securities Registered Pursuant to Section 12(g)
                     of the Securities Exchange Act of 1934:

                     Common Stock, $.001 par value per share

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.

The aggregate market value of the common stock of the registrant held by
non-affiliates of the registrant (10,703,808 shares) on April 15, 1999 was
approximately $5,351,904, based on the closing price of the registrant's common
stock as quoted on the Nasdaq SmallCap Market on April 15, 1999. For the
purposes of this response, officers, directors and holders of 5% or more of the
registrant's common stock are considered the affiliates of the registrant at
that date.

The number of shares outstanding of the registrant's common stock, as of April
15, 1999: 12,300,144 shares of $.001 par value common stock.


                      Documents Incorporated by Reference
                      -----------------------------------
                                      None


The following item is amended:

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                  <S>               <C>
                  Item 10.          Directors and Executive Officers of the Registrant.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

         The Board of Directors of the Company consists of four directors. The
Company's By-Laws provide that the Board of Directors shall consist of not less
than three nor more than seven members, the precise number to be determined from
time to time by the Board of Directors. The number of directors has been set at
four by the Board. The Board of Directors presently consists of the following
persons:

         Larry M. Carr. Mr. Carr, age 55, has been a director of the Company
since June 1994. Mr. Carr founded Nursefinders, Inc., a temporary services
company in the healthcare industry, in 1974. Although Mr. Carr's interest in
this company was acquired by Adia Services, Inc., Mr. Carr still owns and
operates numerous Nursefinders franchises and assists in the administration and
management of several other franchises through an entity known as Management
Services, Inc. Mr. Carr is Chairman of the Board of Northwest National Bank,
located in Arlington, Texas, and several privately held companies, including
Taconic Partners, Inc., Trinity Airweights, Inc. and Computerized Healthcare,
Inc.

         Julia B. North. Ms. North, age 51, has served as President and Chief
Executive Officer and as a director of the Company since October 1997. Ms. North
served in various capacities with BellSouth Corporation from 1972 to October
1997, including most recently as President of its Consumer Services Division.
Ms. North is a director of Winn-Dixie Stores, Inc., a food retailer,
ChoicePoint, Inc., a provider of risk management services, and Wisconsin Energy
Corp., a holding company with subsidiaries in utility and non-utility
businesses.

         Harlan D. Platt, Ph.D. Dr. Platt, age 48, has been a Professor of
Finance in the College of Business Administration at Northeastern University in
Boston since 1981. His research interests are in the areas of corporate renewal
and turnaround management. Dr. Platt is the author of three books, with the most
recent Principles of Corporate Renewal published in April 1998 by the University
of Michigan Press. Dr. Platt serves on the Board of Directors of Prospect Street
High Income Portfolio, Inc., and is the president of 911RISK Inc., which
develops predictive models of corporate distress. He is also the faculty dean of
the Turnaround Management Association.

         Edward S. Redstone. Mr. Redstone, age 70, has been a director of the
Company since July 1996. Mr. Redstone has been a private investor since 1994.
From 1984 to 1994, he served as Chairman of the Board of Martha's Vineyard
National Bank.

         There are no family relationships between any director or executive
officer and any other director or executive officer of the Company.


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EXECUTIVE OFFICERS

         The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
         NAME                                    AGE                POSITION HELD
         ----                                    ---                -------------
         <S>                                     <C>                <C>
         Julia B. North                          51                 President and Chief Executive Officer
         Richard W. Egan                         33                 Executive Vice President - Global Sales
         Richard C. Mays                         42                 Vice President and Chief Technical Officer
         Emmett H. Reed                          48                 Vice President - Operations and Service
</TABLE>

         Executive officers are chosen by and serve at the discretion of the
Board of Directors of the Company. Executive officers will devote their full
time to the affairs of the Company. See "Directors" for information with
respect to Julia B. North.

         Richard W. Egan. Mr. Egan joined the Company in June 1995 and, since
February 1, 1998, has served as Executive Vice President - Global Sales. From
July 1996 until February 1998 he served as National Account Manager, and from
June 1995 until July 1996 as Regional Sales Director. He was previously employed
as Eastern Region Sales Manager for DBA Software and as Account Manager for
Training America/Goal Systems.

         Richard C. Mays. Mr. Mays joined the Company in April 1993 and, since
February 1, 1998, has served as Vice President and Chief Technical Officer. From
April 1993 until September 1994, he served as Lead Software Engineer, and from
September 1994 until April 1996 as Software Development Manager.

         Emmett H. Reed. Mr. Reed joined the Company in September 1989 and,
since August 1998, has served as Vice President - Operations and Service. He
served as Director of Service from April 1997 until August 1998. Previously, Mr.
Reed had worked in a variety of capacities for the Company, including Senior
Network Engineer, Sales Engineer, Installation Manager, Customer Service Manager
and Test Technician.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of the
outstanding Common Stock of the Company to file with the Securities and Exchange
Commission reports of changes in ownership of the Common Stock of the Company
held by such persons. Officers, directors and greater than 10% shareholders are
also required to furnish the Company with copies of all forms they file under
this regulation. To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company and representations that no
other reports were required, during the year ended December 31, 1998, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% shareholders were complied with, except that Richard W. Egan
and Richard C. Mays each failed to timely file their respective Initial
Statement of Beneficial Ownership (Form 3).

         Although it is not the Company's obligation to make filings pursuant to
Section 16 of the Securities Exchange Act of 1934, the Company has adopted a
policy requiring all Section 16 reporting persons to report monthly to the Chief
Financial Officer of the Company as to whether any transactions in the Company's
securities occurred during the previous month.



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                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.



                                            VSI ENTERPRISES, INC.


                                            By: /s/ Julia B. North
                                                -------------------------------
                                                Julia B. North, President & CEO

Date: April 30, 1999