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

                                       Form 10-QSB/A

(Mark One)
                  [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                              SECURITIES EXCHANGE ACT OF 1934
                     For the quarterly period ended JANUARY 31, 1999

                   [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                        EXCHANGE ACT
      For the transition period from  _____________________  to ______________

            Commission file number:       1-11032                             

                           PROFESSIONAL DENTAL TECHNOLOGIES, INC.
                          (Exact name of small business issuer as
                                 specified in its charter)

            NEVADA                                             71-0644350 
(State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                         Identification Number)

                      633 LAWRENCE STREET, BATESVILLE, ARKANSAS 72501 
                          (Address of Principal Executive Offices)
                                       (870) 698-2300
                                (Issuer's telephone number)

     ----------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)

      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

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                              DURING THE PRECEDING FIVE YEARS

      Check whether the registrant  filed all documents and reports  required to
be filed by Section 12, 13 or 15(d) of the Exchange  Act after the  distribution
of securities under a plan confirmed by court. Yes No .

                            APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of February 27, 1999: 14,100,000


<PAGE>

<TABLE>
<CAPTION>

                     PROFESSIONAL DENTAL TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEET

                                                  JANUARY 31                  OCTOBER 31
                                                     1999                         1998
                                                  (UNAUDITED)                 ----------
                                                  -----------
<S>                                                <C>                        <C>         
ASSETS                                                         (In thousands)
Current Assets:
Cash and Cash Equivalents                          $      1,621               $      1,735
Certificates of Deposit                                      99                         98
Accounts Receivable:
   Trade - net of allowance for doubtful 
      accounts of $78                                     2,344                      2,444
   Affiliates                                               213                        137
Inventory                                                 2,797                      3,216
Other Current Assets                                        547                        683
                                                   ------------               ------------
   Total Current Assets                                   7,621                      8,313

Property and Equipment - Net                              2,671                      2,731
Other Assets - net of accumulated
   amortization                                             131                        135
                                                   ------------               ------------
     Total Assets                                  $     10,423               $     11,179
                                                   ============               ============

LIABILITIES AND STOCKHOLDERS' EQUITY 
Current Liabilities:
Line of Credit                                     $        440               $        865
Accounts Payable - Trade                                    985                      1,045
Other Accrued Liabilities                                 1,279                      1,579
Long-term debt - current portion                            461                        461
Capital lease obligations - current portion                 209                        209
                                                   ------------               ------------
     Total Current Liabilities                            3,374                      4,159

Long-term debt - net of current portion                     772                        835
Capital lease obligations - net of current portion          321                        366
                                                   ------------               ------------

     Total Liabilities                                    4,467                      5,360
                                                   ------------               ------------

Stockholders' Equity:
  Common Stock $0.01 par value:  30,000,000 shares
  authorized; 14,100,000 shares issued and outstanding      141                        141
Additional Paid-in Capital                                  316                        314
Retained Earnings                                         5,499                      5,364
                                                   ------------               ------------
Total Stockholders' Equity                                5,956                      5,819
                                                   ------------               ------------
     Total Liabilities and Stockholders'
      Equity                                       $    10,423                $     11,179
                                                   ============               ============

</TABLE>

                             See Notes to Financial Statements



                                       2
<PAGE>

                           PROFESSIONAL DENTAL TECHNOLOGIES, INC.
                            CONSOLIDATED STATEMENT OF OPERATIONS

                                        (UNAUDITED)
                FOR THE THREE MONTH PERIODS ENDED JANUARY 31, 1999 AND 1998

                                              THREE MONTHS ENDED
                                                  JANUARY 31               
                                      1999                    1998
                                      ----                    ----
                                             (In thousands)
Sales                            $    6,496                $    6,452

Cost of Goods Sold                    2,786                     2,660
                                 ----------               -----------

Gross Profit                          3,710                     3,792

Operating Expenses                    3,434                     3,484
                                 ----------                ----------

Income
   from Operations                      276                       308

Other Income (Expenses)          (       46)               (       56)
                                  ---------                 ---------    

Income Before
   Income Taxes                         230                       252

Provision for
   Income Taxes                          95                        96
                                -----------                ----------

Net Income                      $       135                $      156
                                ===========                ==========

Net Income per Share:

     Basic                      $       .01                $      .01
                                ===========                ==========
     Diluted                    $       .01                $      .01
                                ===========                ==========

Weighted average 
  number of shares 
  outstanding:

    Basic                        14,148,000                14,121,000
                                ===========               ===========
     Diluted                     14,148,000                14,121,000
                                ===========               ===========


                             See Notes to Financial Statements


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                  PROFESSIONAL DENTAL TECHNOLOGIES, INC.
                                   CONSOLIDATED STATEMENT OF CASH FLOW

                                               (UNAUDITED)
                      FOR THE THREE MONTH PERIODS ENDED JANUARY 31, 1999 AND 1998


                                 (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES                       1999                       1998
                                                           ----                       ----
<S>                                                 <C>                         <C>       
Net Income                                          $       135                 $      156
  Adjustments to reconcile net income to 
    net cash from operations:
  Depreciation and amortization                             176                        166
  (Gain) Loss on Disposal of Property & Equipment            --                         (3)
  Non-cash compensation                                       2                          6
Decrease (increase) in:
  Accounts Receivable:
   Trade - Net                                              100                 (      203)
   Due from Affiliate                                 (      76)                (        4)
   Inventory                                                420                 (      247)
Other  Assets                                               136                 (       41)
Increase (decrease) in:
  Accounts Payable - Trade                            (      60)                (      113)
  Other Accrued Liabilities                           (     301)                (       16)
                                                       --------                  ---------
   Net Cash Provided (Used)
          by Operating Activities                           532                 (      299)
                                                       --------                  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment                    (     111)                (       54)
Certificates of Deposit                               (       1)                        --
Proceeds from Sale of Fixed Assets                           --                          3
Investment in Joint Ventures                                 --                         --
                                                       --------                  ---------
   Net Cash Used by Investing Activities              (     112)                (       51)
                                                       --------                  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in Line of Credit                            (     425)                       590
Issuance of long-term debt                                   --                         --
Payment of Capital Lease Obligations                  (      46)                (       43)
Payment of long-term debt                             (      63)                (       50)
                                                       --------                  ---------
    Net Cash Provided (Used) by
    Financing Activities                              (     534)                       497
                                                       --------                  ---------
Increase (Decrease) in Cash                           (     114)                       147
Cash and Cash Equivalents -
   Beginning of Period                                     1,735                     1,267
                                                    ------------                ----------
   End of period                                    $      1,621                $    1,414
                                                    ============                ==========

</TABLE>

                             See Notes to Financial Statements



                                       4
<PAGE>


                           PROFESSIONAL DENTAL TECHNOLOGIES, INC.

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                FOR THE THREE MONTH PERIODS ENDED JANUARY 31, 1999 AND 1998

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    NATURE OF ORGANIZATION - Professional Dental  Technologies,  Inc. is a group
    of companies headquartered in Batesville,  Arkansas engaged primarily in the
    business of designing, manufacturing and marketing products and services for
    dental  professionals to be used in the diagnosis,  treatment and prevention
    of periodontal and other dental diseases.

    PRINCIPLES OF CONSOLIDATION - The consolidated  financial statements include
    the accounts of Professional Dental Technologies,  Inc. and its wholly-owned
    subsidiaries:  PDT Byte,  Inc.,  Pro-Dentec FSC, Inc.,  Professional  Dental
    Hygienists, Inc., PDT Image, Inc., Professional Dental Manufacturing,  Inc.,
    Professional Dental Marketing,  Inc.,  Professional  Dental Printing,  Inc.,
    Professional  Dental  Probes,  Inc.,  (inactive  at January 31,  1999),  and
    Professional  Dental  Technologies  Therapeutics,   Inc.  (collectively  the
    "Company"). All significant intercompany accounts and transactions have been
    eliminated in consolidation.

    ESTIMATES - The  preparation  of financial  statements  in  conformity  with
    generally  accepted  accounting   principles  requires  management  to  make
    estimates  and  assumptions  that affect the reported  amounts of assets and
    liabilities and disclosure of contingent  assets and liabilities at the date
    of the  financial  statements,  and the  reported  amounts of  revenues  and
    expenses during the reporting period. Actual results could differ from those
    estimates.

    CASH  AND  CASH  EQUIVALENTS  - For  the  purpose  of  presentation  in  the
    consolidated  statements  of cash flows,  the Company  considers all cash on
    hand and on deposit with depository  institutions  with maturity at the time
    acquired of three months or less to be cash and cash equivalents.

    INVENTORY - Inventory  is  recorded  at the lower of cost  (determined  on a
    first-in, first-out basis) or market.

    PROPERTY  AND  EQUIPMENT  - Property  and  equipment  is stated at cost less
    accumulated  depreciation.  Depreciation  is  calculated  using  accelerated
    methods and is expensed based on the estimated useful lives of the assets.

    LONG-LIVED ASSETS - The Company adopted Financial Accounting Standards Board
    ("FASB")  Statement  of  Financial  Accounting  Standards  ("SFAS") No. 121,
    ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS
    TO BE DISPOSED OF in the year ended  October 31, 1997.  The Company  reviews
    long-lived assets and certain  identifiable  intangibles to be held and used
    for impairment whenever events or changes in circumstances indicate that the
    carrying amount of an asset may not be recoverable. The adoption of SFAS No.





                                       5
<PAGE>

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    121 had no effect on the Company's consolidated financial statements for the
    period ended January 31, 1999.

    INVESTMENTS  IN AND  ADVANCES TO  AFFILIATES  - The Company  uses the equity
    method to account for  investments in affiliates,  primarily joint ventures,
    in which the Company has a 20% to 50% interest.

    EARNINGS PER SHARE - The Company  adopted SFAS No. 128,  Earnings per Share,
    during the year ended October 31, 1997; accordingly,  both Basic and Diluted
    EPS were presented for the quarters  ended January 31, 1999 and 1998.  Basic
    and diluted weighted  average number of shares  outstanding for the quarters
    ended  January  31, 1999 and 1998 were  14,148,000  and  14,121,000  shares,
    respectively. Common stock equivalents have less than a 3% dilutive effect.

    REVENUE  RECOGNITION  -  Revenue  is  recognized  at the time  that  product
    ownership  transfers to the customer,  principally  at the time of shipment.
    Revenue  from  computer  software  maintenance  agreements  is deferred  and
    amortized over the term of the related agreements.

    ACCRUED WARRANTY COSTS - The Company provides by a current charge to income,
    an amount it estimates will be needed to cover future  warranty  obligations
    for products sold during the year.

    CONCENTRATION  OF CREDIT RISK - Accounts  receivable  arise from the sale of
    dental  products to dental  professionals  located  throughout the world but
    principally  in  the  United  States.  The  Company  extends  credit  to its
    customers in the normal  course of business.  The Company  performs  ongoing
    credit  evaluations  of its  customers'  financial  condition  and generally
    requires no collateral from its customers.  The Company's  credit losses are
    subject to general economic conditions of the dental industry.

    INCOME TAXES - Income taxes are provided for the tax effects of transactions
    reported in the financial statements and consist of taxes currently due plus
    deferred  taxes,  if any.  Deferred  taxes  represent the net tax effects of
    temporary differences between the carrying amounts of assets and liabilities
    for  financial  reporting  purposes  and the  amounts  used for  income  tax
    purposes.

    STOCK-BASED  COMPENSATION - The Company has adopted SFAS No. 123, ACCOUNTING
    FOR  STOCK-BASED  COMPENSATION  during the year ended October 31, 1997. SFAS
    No. 123  establishes  accounting  and reporting  standards for companies who
    have stock-based compensation plans. Those plans include all arrangements by
    which  employees and  nonemployees  receive  shares of stock or other equity
    instruments  of the company.  SFAS No. 123 defines a fair value based method
    of accounting  for a stock option or similar  equity  instrument.  Under the
    fair value  based  method,  compensation  cost is measured at the grant date
    based on the value of the award and is recognized  over the service  period,





                                       6
<PAGE>

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    which is usually the vesting  period.  Accounting  Principles  Board ("APB")
    Opinion 25, requires compensation cost for stock-based employee compensation
    plans to be recognized  based on the difference,  if any, between the quoted
    market price of the stock and the amount an employee must pay to acquire the
    stock.  SFAS No.  123  permits  an entity in  determining  its net income to
    continue  to  apply  the  accounting  provisions  of APB  Opinion  25 to its
    stock-based employee compensation arrangements.  An entity that continues to
    apply APB Opinion 25 must comply with the  disclosure  requirements  of SFAS
    123. The Company has elected to continue to apply the accounting  provisions
    of APB Opinion  No. 25 and related  interpretations  to its  employee  stock
    options.


    IMPACT  OF NEW  ACCOUNTING  STANDARDS  - In  February  1997,  the  Financial
    Accounting  Standards Board ("FASB") issued Statement No. 128,  EARNINGS PER
    SHARE.  SFAS No. 128  establishes  standards for  computing  and  presenting
    earnings  per share  ("EPS").  The previous  presentation  of primary EPS is
    replaced with a presentation  of basic EPS. Dual  presentation  of basic and
    diluted EPS is required on the face of the income  statements,  as well as a
    reconciliation of the numerator and denominator of the basic EPS computation
    to the numerator and denominator of the diluted EPS  computation.  Basic EPS
    excludes  dilution  and is computed by dividing  income  available to common
    stockholders by the weighted-average number of common shares outstanding for
    the period.  Diluted EPS is computed similarly to fully diluted EPS pursuant
    to Accounting  Principles Board Opinion No. 15. The Company adopted SFAS No.
    128 for the year ended October 31, 1998.

    In June 1997,  the FASB issued  Statement No. 130,  REPORTING  COMPREHENSIVE
    INCOME.  SFAS  130  establishes  standards  for  reporting  and  display  of
    comprehensive  income and its components.  SFAS requires that all items that
    are required to be recognized  under  accounting  standards as components of
    comprehensive  income be reported in a financial statement that is displayed
    with the same prominence as other financial statements.  The Company will be
    required to classify items of other comprehensive  income by their nature in
    a  financial   statement  and  display  the  accumulated  balance  of  other
    comprehensive  income  separately  from  retained  earnings  and  additional
    paid-in  capital in the  stockholders'  equity section of the balance sheet.
    Also in June 1997,  the FASB issued  Statement  No. 131,  DISCLOSURES  ABOUT
    SEGMENTS OF AN ENTERPRISE AND RELATED  INFORMATION,  establishing  standards
    for the way public  enterprises  report information about operating segments
    in interim  financial  reports issued to  shareholders.  It also establishes
    standards for related  disclosures  about products and services,  geographic
    areas, and major customers.  SFAS 130 and 131 are effective for fiscal years
    beginning after December 15, 1997, with reclassification of earlier periods.
    The adoption of SFAS 130 and 131 is not  expected to have a material  effect
    on the Company's consolidated financial statements.

    In February 1998, the FASB issued Statement No. 132, EMPLOYERS'  DISCLOSURES
    ABOUT  PENSIONS  AND OTHER  POSTRETIREMENT  BENEFITS,  an  amendment of FASB
    Statements No. 87, 88 and 106. The Statement revises employers'  disclosures
    about  pensions and other  postretirement  benefits.  It does not change the
    measurement or recognition of those plans.  It  standardizes  the disclosure
    requirements  for pensions and other  postretirement  benefits to the extent


                                       7
<PAGE>

    practicable,  requires  additional  information  on changes  in the  benefit
    obligations  and fair values of plan assets that will  facilitate  financial
    analysis, and eliminates certain disclosures that are no longer as useful as
    they were  when  FASB  Statements  No.  87,  88,  and 106 were  issued.  The
    Statement is effective for fiscal years  beginning  after December 15, 1997.
    The  adoption of SFAS 132 is not  expected to have a material  effect on the
    Company's consolidated financial statements.

    In June 1998, the FASB issued  Statement No. 133,  ACCOUNTING FOR DERIVATIVE
    INSTRUMENTS AND HEDGING ACTIVITIES.  This Statement  establishes  accounting
    and  reporting  standards  for  derivative  instruments,  including  certain
    derivative instruments embedded in other contracts (collectively referred to
    as  derivatives),  and for hedging  activities.  It requires  that an entity
    recognize all  derivatives  as either assets or  liabilities  in the balance
    sheet and  measure  those  instruments  at fair  value.  This  statement  is
    effective for fiscal years  beginning  after June 15, 1999.  The adoption of
    SFAS No.  133 is not  expected  to have a material  effect on the  Company's
    consolidated financial statements.

    RECLASSIFICATIONS  -  Certain  reclassifications  have been made to the 1998
    financial  statements  in order to  conform  with 1999  financial  statement
    presentation.  These reclassifications had no effect on stockholders' equity
    or net income, as previously reported.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

           FOR THE THREE MONTH PERIODS ENDED JANUARY 31, 1999 AND 1998

    SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES  LITIGATION REFORM ACT OF
    1995

    The  Private  Securities  Litigation  Reform  Act of 1995  provides  a "safe
    harbor" for forward-looking statements. Certain information included in this
    Report and other such Company  filings  (collectively,  "SEC filings") under
    the Securities Act of 1933, as amended,  and the Securities  Exchange Act of
    1934, as amended (as well as information  communicated  orally or in writing
    between the dates of such SEC filings)  contains or may contain  information
    that is forward looking. Such forward-looking information involves important
    risks and uncertainties  that could  significantly  affect expected results.
    The Company cautions investors that any such forward-looking statements made
    by the  Company are not  guarantees  of future  performance  and that actual
    results may differ materially from those in the forward-looking  statements.
    The  factors  that could  cause  actual  results to differ  materially  from
    estimates  contained  in  the  Company's  forward-looking   statements  were
    detailed in the  Company's  1998 Form 10-KSB filed with the  Securities  and
    Exchange Commission.

         RESULTS OF  OPERATIONS.  For the three month period  ended  January 31,
    1999 and 1998,  net sales  were $6.5  million.  The  Company's  total  sales
    revenue in each period has principally  been  attributable to the Rota-dent.
    Sales of the Rota-dent,  including  accessories and foreign sales, were $4.3
    million in each period. Other clinical products,  (the ultrasonic scaler and
    pharmaceutical  product  lines)  generated  revenues of $2.0  million in the
    first quarter of 1999 compared to $1.9 million in the first quarter of 1998.


                                       8
<PAGE>

    The balance of revenue in the first  quarter of both years was  attributable
    to the  sale  of  printed  literature,  seminar  fees  and  computer-related
    products, which decreased slightly in the 1999 period.

         The cost of goods sold for the three months ended January 31, 1999, was
    $2.8 million  compared to $2.7 million in the first quarter of 1998. This is
    primarily  attributable  to  increased  material  and labor  content  in the
    Rota-dent product,  resulting from the decision,  made in mid-1998,  to ship
    four necks with each  instrument  sold,  rather than two, as had  previously
    been the case. Cost reduction  efforts now in process are expected to reduce
    the cost per Rota-dent unit to its previous  level by year-end.  The cost of
    goods sold for the  pharmaceutical  product line also  increased in the 1999
    quarter as a result of  purchasing a product for resale that had  previously
    been  manufactured  by  the  Company.   The  Company  plans  to  re-commence
    manufacturing this product by year-end.

         Operating  expense was  essentially  flat at $3.4 million for the first
    three months of 1999,  compared to $3.5  million in the 1998  period.  Other
    income  and  expense,   consisting  primarily  of  the  profit/loss  of  the
    non-consolidated   affiliate  (the  PerfectByte  Limited   Partnership)  and
    interest income/expense,  was reduced in the 1999 first quarter, as a result
    of lower interest expense in the 1999 period.

         As a result of the changes noted above,  net income for the three month
    period ended January 31, 1999 was $135,000  compared to $156,000 in the 1998
    period.

         CAPITAL  RESOURCES  AND  LIQUIDITY.  On January 31, 1999 the  Company's
    total assets were $10.4  million,  compared to $11.2  million at October 31,
    1998.  The  decrease  was  primarily  attributable  to decreases in cash and
    inventory.  Total liabilities were $4.5 million, compared to $5.4 million at
    October 31,  1998.  This is  primarily  due to  decreases in the draw on the
    credit line used to finance the increases in  receivables  and inventory and
    in trade  payables.  Stockholders'  equity was $6.0 million,  an increase of
    $0.1 million from the October 31, 1998 total,  the result of earnings during
    the  period.  During the three  months  ended  January  31,  1999,  net cash
    provided by operations was $532,000  compared to a net cash used of $299,000
    in the 1998 period.  The positive  cash from  operations  in the 1999 period
    largely  resulted  from cash  provided by a successful  inventory  reduction
    initiative.

         The Company has established  reserves for potential  warranty claims on
    its  primary  products,  and  such  claims  have  historically  been  within
    management's expectation.

         The Company  defines  liquidity  as the  ability to  generate  adequate
    amounts of cash to meet the its needs. The Company has  historically  relied
    on cash provided  from  operations to meet its working  capital  needs,  and
    anticipates  this will  continue  in the near  term.  However,  the  Company
    currently  has a  revolving  line of credit with NBD Bank under which it can
    draw up to $3 million, subject to the availability of collateral.  This line
    of credit is primarily secured by receivables and inventory, and may be used
    to finance the additional working capital  requirements of the Company.  The
    Company  also has other  sources  of credit  with which it can  finance  the
    purchase of fixed assets, and anticipates that these or other credit sources
    will be utilized for most future fixed asset additions. The Company believes
    these  sources of credit  combined  with cash flow from  operations  will be
    sufficient to meet its foreseeable cash requirements.



                                       9
<PAGE>

   
         YEAR 2000.  Certain  software and hardware  systems are time sensitive.
    Older time sensitive  systems often use a two digit dating  convention ("00"
    rather than "2000") that could result in system  failure and  disruption  of
    operations  as the Year 2000  approaches.  The Year 2000 problem will impact
    the  Company,  its  suppliers,  customers,  and  other  third  parties  that
    interface  with the  Company  to the  extent  that  they  are not Year  2000
    compliant.

         With regard to its internal Year 2000 program,  the Company has adopted
    a  five-phase  Year 2000  readiness  plan;  the five  phases are  awareness,
    assessment,  renovation,  validation, and implementation.  In completing the
    first two phases,  awareness  and  assessment,  the  Company has  identified
    numerous project initiatives throughout its business units and has completed
    the third phase, the purchase and installation of new computer equipment and
    upgrading of software systems, in most areas. The majority of the validation
    and  implementation  phases are also complete.  A steering team comprised of
    members  from  the  key  functional  areas  -  accounting,  finance,  legal,
    manufacturing  systems,  and information  systems - has been  established to
    monitor and oversee the progress of each project.  The Company believes that
    it will  complete  the Year  2000  readiness  plan,  including  testing  and
    contingency planning, by mid-calendar year 1999.

         The Company has reviewed its internal  systems and  identified  what it
    believes to be the worst case scenario  associated  with those systems.  The
    inability to produce  goods has been defined as the worst case  scenario for
    the Company's  manufacturing  units.  Based on discussions with suppliers of
    its  manufacturing  equipment,  it  appears  that the  Company's  ability to
    produce  goods will not be  affected  by the Year 2000  issue.  However,  to
    ensure that the Company will be able to continue  shipping in the event of a
    manufacturing system failure, the manufacturing units determined what levels
    of inventory of finished goods and  work-in-process  should be maintained to
    prevent a  stock-out;  those  levels  have  been  achieved.  The worst  case
    scenario for the Company's  sales and  administrative  units would be either
    hardware  and/or  software  failure.  The  accounting,  inventory,  and  MRP
    software that the Company uses has been certified Year 2000 compliant by its
    manufacturer  and  distributor.  The  Company  has  tested and  upgraded  or
    replaced its computer hardware,  as necessary.  The sales and administrative
    functions of the Company  will, in the event of a failure,  be  accomplished
    through a manual  system very  similar to the one used prior to  automation.
    While the Company might experience minor disruptions in operations,  it does
    not believe  that its ability to meet  customer  demands  during that period
    would be inhibited.

         The impact of Year 2000 issues on the  Company  will depend not only on
    corrective actions that the Company takes, but also on the way in which Year
    2000 issues are addressed by governmental agencies, business and other third
    parties that provide goods,  services or data to, or receive goods, services
    or data from,  the Company,  or whose  financial  condition  or  operational
    capability is important to the Company. To reduce this exposure, the Company
    has an ongoing process of identifying and contacting  mission-critical third


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<PAGE>

    party vendors and other  significant  third parties to determine  their Year
    2000  plans  and  target  dates.  A letter  addressing  specific  Year  2000
    questions  was sent to every  vendor the Company has  purchased  from in the
    last 12 months; the Company has received responses to a large portion of the
    mailing.   Telephone   conversations,   requesting   written   documentation
    concerning  Year 2000 issues,  have taken place  between the Company and its
    mission-critical  vendors;  the information  received from those vendors has
    been very positive.  Upon  completion of this process,  the Company may make
    adjustments  in the  stocking  levels  of raw  materials  it  maintains  and
    negotiate  with  additional  suppliers,  if necessary.  Notwithstanding  the
    Company's   efforts,   there  can  be  no   assurance   that  the   Company,
    mission-critical  third party vendors,  or other  significant  third parties
    will adequately address their Year 2000 issues.

          A Year 2000 rollover test of the software developed and distributed by
    the Company through its  wholly-owned  subsidiary,  PDT Computers,  has been
    completed. The software is Year 2000 compliant. The Company is also advising
    and working with customers to resolve their Year 2000 problems;  however, it
    believes it has no material  exposure to  contingencies  related to the Year
    2000 issue for the software products it has sold. Other products sold by the
    Company have no Year 2000 issues.

         The total cost of the  modifications  and upgrades to date has not been
    material.  The estimated  probable cost to complete the Year 2000  readiness
    plan is $0.02  million,  and the Company  anticipates  that it will spend no
    more than  $0.08  million.  The Year  2000  readiness  plan has been  funded
    through  normal  operations.  Internal  costs have not been  material and no
    information  technology  projects have been deferred or cancelled due to the
    Year  2000  efforts.  Estimates  of Year  2000  related  costs  are based on
    numerous assumptions; there is no certainty that estimates will be achieved,
    and actual costs could be materially greater than anticipated.

         Although no  assurances  can be given as to the  Company's  compliance,
    particularly  as it relates to third  parties,  based upon the  progress  to
    date,  the Company does not expect that  modifications  will have a material
    adverse effect on the Company's financial position or results of operations.
    Accordingly, the Company believes that the most reasonably likely worst case
    Year 2000 scenario would not have a material adverse effect on the Company's
    financial position or results of operations.
    


                           PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

          The Company knows of no material  litigation  involving the Company or
      any officer or director of the Company.

ITEM 2.   CHANGES IN SECURITIES
          NONE

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          NONE

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          NONE


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<PAGE>

ITEM 5.   OTHER INFORMATION
          NONE

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          NONE






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<PAGE>

                                   SIGNATURES




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


                                            PROFESSIONAL DENTAL
                                            TECHNOLOGIES, INC. 
                                            --------------------------- 
                                            (Registrant)



            5/17/99                         /s/ Frank H. Newton, III
            -------                         ---------------------------
            Date                                Frank H. Newton, III
                                                Chief Operating Officer



            5/17/99                          /s/ Richard L. Land   
            -------                          ----------------------------
            Date                                 Richard L. Land
                                                 Vice President - Finance
    





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