SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB/A

**|X|******Annual Report Pursuant to Section 13 or 15(d)
  of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2003

|_|Transition
  Report under Section 13 of 15(d)
  of the Securities Exchange Act of 1934

For the transition period from __________ to ___________.

Commission file number 1-14827

EVCI Career Colleges Incorporated(Name of small business issuer in its charter)

|**Delaware**                                                         | **06-1488212**                      
|-------------------------------------------------------------------- | ------------------------------------
|                                                                     |                                     
|(State or other jurisdiction of
      incorporation or organization) | (I.R.S. Employer Identification No.)

1 Van Der Donck Street, 2 ndFloor, Yonkers, New York 10701


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(Address of principal executive offices) (Zip code)


Issuers telephone number, including area code: (914) 623-0700

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

|**Title of each class**                        | **Name of each exchange on which registered**
|---------------------------------------------- | ---------------------------------------------
|                                               |                                              
|Common stock,
      $.0001 par value per share | Boston Stock Exchange                        

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

$.0001 par value per share
  (Title of class)

Check whether the issuer: (1) filed all reports required to be filed by Section
  13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such
  reports), and (2) has been subject to such filing requirements for the past 90 days. Yes|X|No |_|

Check if there is no disclosure of delinquent filers in response to Item 405
  of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive
  proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |_|

The issuers total revenues for its most recent fiscal year were $20,237,728.

As of March 1, 2004, the aggregate market value of the issuers common equity
  held by non-affiliates was $110,132,158 based on the closing price of $10.70 for its common stock on The Nasdaq SmallCap Market on March
  1, 2004. 10,931,309 shares of the issuers common stock were outstanding as of March 1, 2004.

**DOCUMENTS INCORPORATED BY REFERENCE**

Not applicable.

Transitional Small Business Disclosure Formats (check
  one):Yes|_|No
  |X|

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EVCI CAREER COLLEGES INCORPORATED

Form 10-KSB/A

Year Ended December 31, 2003

TABLE OF CONTENTS

PART III

|Item       |    | Page                                                     
|---------- | -- | ---------------------------------------------------------
|           |    |                                                          
|9          | .  | Directors and Executive Officers of the Registrant       
|10         | .  | Executive Compensation                                   
|11         | .  | Security Ownership of Certain Beneficial Owners
      and
|           |    | Management and Related Stockholder Matters               
|12         | .  | Certain Relationships and Related Transactions           
|13         | .  | Exhibits, List and Reports on Form 8-K                   
|14         | .  | Principal Accountant Fees and Services                   
|           |    |                                                          
|SIGNATURES | 16

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PART III

Item 9. Directors and Executive Officers of the Registrant

Directors and executive officers

The following table lists our directors and executive officers.

|Name                     | Age |  | Positions with EVCI and Interboro Institute,
      Inc.
|------------------------ | --- |  | -------------------------------------------------------
|                         |     |  |                                                        
|Dr. Arol I. Buntzman(1)  | 61  |  | Chairman of the Board and director of EVCI,            
|                         |     |  | Chairman of the Board and Chancellor of Interboro      
|Dr. John J. McGrath(1)   | 51  |  | Chief Executive Officer and President and director     
|                         |     |  | of EVCI and Chief Executive Officer and Vice           
|                         |     |  | Chairman of the Board of Interboro                     
|Richard Goldenberg(1)    | 58  |  | Chief Financial Officer, Secretary and director of     
|                         |     |  | EVCI and Interboro and Chief Financial Officer         
|                         |     |  | Interboro                                              
|Joseph D. Alperin(1)     | 61  |  | EVCIs General Counsel and Vice President for          
|                         |     |  | Corporate Affairs                                      
|Royce N. Flippin, Jr.(2) | 69  |  | EVCI director and audit committee member               
|Philip M. Getter(2)      | 67  |  | EVCI director and audit committee member               
|Dr. Donald Grunewald(2)  | 70  |  | EVCI director and director of Interboro                
|Elie Housman(2)          | 67  |  | EVCI director and audit committee member               

|(1) | Executive officer.                                              
|--- | ----------------------------------------------------------------
|(2) | Independent director under the rules of The Nasdaq Stock Market.

Biographical information provided to us by our directors and executive officers
  follows.

Dr. Arol I. Buntzmanhas served as Chairman of the Board of EVCI since its inception in March 1997 and Chairman of the Board of Interboro since it was acquired
  by us in January 2000. He also served as EVCIs Chief Executive Officer from March 1998 through December 2002 and Interboros
  Chief Executive Officer from January 2000 through December 2002. He became Chancellor of Interboro on January 1, 2003. From October
  1996 until he founded EVCI with Dr. John McGrath, Dr. Buntzman worked with Dr. McGrath on EVCIs business plan. From August 1995
  to October 1996 he was chairman of the board and chief executive officer and a principal stockholder of Educational Televideo Communications,
  Inc., a provider of distance learning services. From July 1995 through June 1996, he served as director of interactive videoconferencing
  distance learning of Fordham University. From September 1992 through July 1995, he was an adjunct professor and the director of the
  weekend program, a college program for working adults, at Mercy College, Dobbs Ferry, New York.

1

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Dr. Buntzman received a doctorate in education through the executive leadership
  program of Fordham Universitys Graduate School of Education in May 1995, a professional diploma in educational administration
  from Fordham Universitys Graduate School of Education in May 1993 and a Masters of Business Administration from Arizona State
  University in September 1970. His doctoral dissertation focused on using live interactive video conferencing as an educational delivery
  method for graduate education programs.

Dr. John J. McGrathserved as President of EVCI from its inception until January 1, 2003, when he became Chief Executive Officer and President of EVCI and
  Chief Executive Officer of Interboro. He has served as a director of EVCI since its inception. He has also been Vice Chairman of the
  Board of Interboro since January 2000. From October 1996 until he founded EVCI with Dr. Buntzman, he worked with Dr. Buntzman on EVCIs
  business plan. From August 1995 to October 1996, he was president, a director and a principal stockholder of Educational Televideo Communications,
  Inc.

From January 1995 to February 1997, Dr. McGrath served as special assistant to
  the president of the Mercy College, Dobbs Ferry, New York. From September 1992 through December 1994, he served as assistant vice-president
  for extension centers of Mercy College where he was responsible for establishing and managing seven college extension centers in New
  York City and Westchester County, New York. He also served as the dean of the White Plains Campus of Mercy College from 1990 through
  1993.

Dr. McGrath holds a Ph.D. from the Fordham University of Graduate School of Arts
  and Sciences, with a specialization in law and criminal justice.

Richard Goldenberghas served as Chief Financial Officer of EVCI from its inception and Chief Financial Officer of Interboro since January 2000. He has
  been Secretary and a director of EVCI since its inception and a director of Interboro since January 2000. From October 1996 until October
  1997, Mr. Goldenberg served as chief financial officer, treasurer and secretary of RDX Acquisition Corp., a company that provides proprietary
  electronic messaging and automation software. From 1986 through September 1996, he served as vice-president, treasurer and secretary
  of Celadon Group, Inc., a publicly traded transportation company. He has a B.B.A. in accounting from Baruch College, CUNY.

Joseph D. Alperinhas served as EVCIs General Counsel and Vice President for Corporate Affairs since joining EVCI on January 1, 2004. For more than
  30 years prior thereto he was in private practice, including as securities and mergers and acquisitions counsel to EVCI since 1997 while
  a partner at Fischbein Badillo Wagner Harding in New York City. Mr. Alperin received his J.D. degree from Fordham University.

Dr. Donald Grunewaldhas served as a director of EVCI since February 2003 and a director of Interboro since January 2000. Since 1986, he has been a Professor
  of Management atthe Hagan School of Business of Iona College, in New Rochelle,
  New York. From 1972 to 1984, he was President and Chief Executive Officer of Mercy College. While he headed Mercy College it grew substantially,
  including by increasing its enrollment from 1,500 undergraduate students to more than 10,000 undergraduate and graduate students, significantly
  increasing the size of its main campus, opening a branch campus in Yorktown Heights, New York and opening an extension in each of the
  Bronx, Yonkers, Peekskill and White Plains, New York.

2

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Since 1991, Dr. Grunewald has been President of Adam Smith University, a correspondence
  school he co-founded, initially to help military personnel obtain equivalent degrees. It operates from Liberia and the Commonwealth
  of the Northern Mariana Islands, and currently serves international students, primarily in developing countries in Africa, Asia, and
  Latin America.

Dr. Grunewald has published widely on business and management related topics.
  He received an A.M., M.B.A. and D.B.A. degree from Harvard University. His D.B.A. focus was in business administration and government
  policy.

Royce N. Flippin, Jr.has been a director and a member of EVCIs audit committee since February 1999. He has served, since 1992, as president of Flippin
  Associates, a consulting firm focusing on the development of resources, programs and new markets and human resource management for career
  planning, communication and leadership skills. After serving as a tenured professor and director of athletics at MIT from 1980 to 1992,
  he was a director of program advancement at MIT from 1992 to 1999, in which capacity he provided consulting services to the MIT Office
  of Individual Giving  Resource Development regarding projects that include technology transfers, individual gift bequests and
  the planned MIT athletic center. Since 2000, Mr. Flippin has been a senior managing director of Universal Genesis, LLC, a privately
  owned financial services and development company. Mr. Flippin is a trustee or board member of several profit and non-profit organizations,
  including Ariel Capital Management Funds, a mutual fund management company, and The Princeton Club of New York. Mr. Flippin holds a
  B.A. degree from Princeton University and an M.B.A. degree from Harvard University Graduate School of Business Administration.

Philip M. Getterhas been a director since May 1999 and a member of EVCIs audit committee since November 2001. Since December 2000, he has been
  a partner of DAMG Capital LLC, an investment bank. From March 1996 to December 2000, he served as a managing director and head of corporate
  finance of Prime Charter Ltd., the lead underwriter of EVCIs IPO. Mr. Getter has more than 30 years of experience in the securities
  industry. From 1975 to 1982, he was chairman and chief executive officer of Generics Corporation of America, a public company that was
  one of the largest generic drug companies in the U.S. He has been a member of the League of American Theatres and Producers, serves
  as advisor to the American Theatre Wing and is a Trustee of the Kurt Weill Foundation for Music. Mr. Getter has produced events for
  Broadway, film and television. Mr. Getter received his B.S. in industrial relations from Cornell University.

He is chairman of the audit committees of InkSure
  Technologies Inc. (Nasdaq: INKS.OB) and ICTS International N.V. (Nasdaq:
  ICTS). InkSure specializes in comprehensive security solutions designed to protect branded products and documents of value from counterfeiting,
  fraud and diversion. ICTS is principally engaged in providing manpower based aviation security services in the Netherlands and non-security
  related manpower based general aviation services in the United States.

3

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Elie Housmanhas been a director and member of EVCIs audit committee since February 2002. Since June 2001, he has been an independent consultant.
  Prior thereto for more than 10 years, Mr. Housman was a principal and than a consultant to Charterhouse Group International, Inc., a
  private equity firm. He is chairman of the board of InkSure Technologies Inc. and a director of ICTS International N.V. and Top Image
  Systems, Ltd. (Nasdaq: TISA). Top Image is a provider of digital information recognition, data capture and content delivery solutions
  for forms processing, e-forms and mobile applications. Mr. Housman received a B.A. and M.A. in economics from the New School for Social
  Research.

Executive officers of EVCI are appointed by the board of directors and serve
  at the discretion of the board, subject to the terms of applicable employment agreements. There are no family relationships among any
  of the directors or executive officers of EVCI.

Audit committee financial expert

Our board of directors has determined that Philip M. Getter, Chairman of its
  Audit Committee, is a financial expert as defined by the Securities and Exchange Commission.

Section 16(a) beneficial ownership reporting compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
  executive officers and beneficial owners of more than 10% of our common stock to file with the SEC reports of their holdings of, and
  transactions in, our common stock. Based solely upon our review of copies of such reports and written representations from reporting
  persons that were provided to us, we believe that our officers, directors and 10% stockholders complied with these reporting requirements
  with respect to 2003, except that Mr. Getter did not timely file a Form 4 or 5 to reflect the grant of options to purchase 10,000 shares
  of our common stock in March 2003, although such grant was reflected in our financial statements.

Code of ethics

Our board of directors has adopted a code of ethics, titled Business Conduct
  Policies that applies to all of our employees, including our principal executive officer, principal financial officer and principal
  accounting officer. Our code of ethics is available on our Internet website at www.evcinc.com. Click on About Us and then
  on Our Business Conduct Policies.

4

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Item 10. Executive Compensation

Summary compensation table

The following table shows compensation paid for the years ended December 31,
  2003, 2002, and 2001 to EVCIs chief executive officer and its other highest paid executive officers who earned more than $100,000
  in 2003.

|                           |  |      |  |        |         | Annual Compensation |         | Long TermCompensationAwards
|-------------------------- |  | ---- |  | ------ | ------- | ------------------- | ------- | ---------------------------
|                           |  |      |  |        |         |                     |         |                            
|Name and PrincipalPosition |  | Year |  | Salary |         | Bonus               |         | Other AnnualCompensation   
|                           |  |      |  |        |         |                     |         |                            
|Dr. John J. McGrath        |  | 2003 |  | $      | 235,835 |                     | $       | 75,000                     
|Chief Executive Officer    |  | 2002 |  |        | 207,083 |                     |         | 8,750                      
|and President of EVCI      |  | 2001 |  |        | 173,750 |                     |         | 0                          
|and Chief Executive        |  |      |  |        |         |                     |         |                            
|Officer of Interboro       |  |      |  |        |         |                     |         |                            
|                           |  |      |  |        |         |                     |         |                            
|Dr. Arol I. Buntzman       |  | 2003 |  |        | 295,702 |                     | 150,000 |                            
|Chairman of EVCI and       |  | 2002 |  |        | 345,500 |                     |         | 14,437                     
|Chairman and               |  | 2001 |  |        | 346,500 |                     |         | 0                          
|Chancellor of Interboro    |  |      |  |        |         |                     |         |                            
|                           |  |      |  |        |         |                     |         |                            
|Richard Goldenberg         |  | 2003 |  |        | 171,635 |                     |         | 25,000                     
|Chief Financial Officer    |  | 2002 |  |        | 158,750 |                     |         | 6,667                      
|of EVCI and Interboro      |  | 2001 |  |        | 139,587 |                     |         | 0                          

|   
|---
|(1)

5

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Option grants in last fiscal year

|Name                 | Number of Sharesof Common StockUnderlyingOptions Granted |     | Percent of TotalOptions Granted toEmployees in FiscalYear |      | ExercisePrice |  | ExpirationDate
|-------------------- | -------------------------------------------------------- | --- | --------------------------------------------------------- | ---- | ------------- |  | --------------
|                     |                                                          |     |                                                           |      |               |  |               
|Dr. John J. McGrath  | 40,000                                                   | (1) |                                                           | 7.0  |               |  |               
|                     | 125,000                                                  | (2) |                                                           | 21.7 |               |  |               
|Dr. Arol I. Buntzman | 120,000                                                  | (1) |                                                           | 20.9 |               |  |               
|                     | 225,000                                                  | (2) |                                                           | 39.1 |               |  |               
|Richard Goldenberg   | 15,000                                                   | (1) |                                                           | 2.6  |               |  |               
|                     | 50,000                                                   | (2) |                                                           | 8.7  |               |  |               

|   
|---
|(1)
|(2)

Aggregated option exercises in 2003 and 2003 year-end option values

|                     | Number of Shares
      of CommonStock Underlying UnexercisedOptions at December 31, 2003 |  | Value of Unexercised
      In-The- MoneyOptions at December 31, 2003(2)
|-------------------- | ---------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------
|                     |                                                                                          |  |                                                                        
|Name                 | Exercisable                                                                              |  | Unexercisable                                                          
|                     |                                                                                          |  |                                                                        
|Dr. John J. McGrath  | 130,000                                                                                  |  |                                                                        
|Dr. Arol I. Buntzman | 330,000                                                                                  |  |                                                                        
|Richard Goldenberg   | 40,000                                                                                   |  |                                                                        

|   
|---
|(1)
|(2)
|(3)
|(4)

6

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Director compensation

In 2003, directors who were not officers or employees of EVCI, were paid fees
  of $2,000, and travel expenses, for attending in person each meeting of the board of directors and each audit committee meeting.

In 2003, our 1998 incentive plan authorized the automatic grant of an option
  to purchase 7,500 shares of common stock to non-employee directors on the date on which he or she first became a non-employee director.
  On March 1, 2003, each non-employee director was also automatically granted an option to purchase 7,500 shares of common stock under
  the 1998 incentive plan.

Options that are automatically granted under the
  1998 incentive plan to non-employee directors vest in three annual installments commencing on the first anniversary of the date of grant
  and have a term of ten years. The exercise price of options granted to non-employee directors is 100% of the fair market value per share
  of common stock on the date of grant. A non-employee director who has been granted stock or options by EVCI under a consulting or other
  arrangement is ineligible to receive any subsequent automatic grants unless the board determines otherwise.

Employment agreements

Each of Dr. Buntzman, Dr. McGrath, and Mr. Goldenberg has an employment agreement
  with EVCI.

The agreement with Dr. Buntzman expires December 31, 2006, and provides for his
  employment as Chairman of EVCI and Chairman and Chancellor of Interboro Institute. He is required to spend a minimum of three days per
  week performing his duties and his annual salary is currently $325,620. He is also required to coordinate his performance with EVCIs
  Chief Executive Officer and to refrain from being employed by or managing any other business.

The agreement with Dr. McGrath expires December 31, 2006, and provides for his
  employment as Chief Executive Officer and President of EVCI and Chief Executive Officer of Interboro. He is required to spend his full
  business time performing his duties and his annual salary is currently $259,000.

The agreement with Mr. Goldenberg expires December 31, 2006, and provides for
  his employment as Chief Financial Officer of EVCI and Interboro. He is required to spend his full business time performing his duties
  and his annual salary is currently $189,000.

Dr. Buntzmans and Dr. McGraths agreements
  expressly permit salary increases and bonuses as the board determines. Each employment agreement entitles the officer to participate
  in the health, insurance, pension and other benefits, if any, generally provided to our employees. Dr. Buntzmans agreement entitles
  him to additional life insurance equal to three times his annual salary. Each of the three employment agreements also provides that,
  until 18 months after the termination of employment with EVCI, the officer may not induce employees to leave the employ of EVCI or its
  subsidiaries and may not participate in any capacity in any business activities, within 75 miles of any college, school or office operated
  by EVCI or its subsidiaries, that compete with the business then being conducted by them. The current annual salaries of Dr. Buntzman,
  Dr. McGrath and Mr. Goldenberg reflect an increase, effective January 1, 2004, of 8% over their annual salaries in 2003.

7

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EVCI can terminate the employment of the officer upon permanent disability or
  for cause. If terminated upon death or permanent disability, a lump sum payment is due of 12 months salary, in the cases of Drs.
  Buntzman and McGrath, and three months salary, in the case of Mr. Goldenberg. In addition, benefits would continue for 12 months,
  in the case of Drs. Buntzman and McGrath, and six months in the case of Mr. Goldenberg.

If the employment of Dr. Buntzman or Dr. McGrath is terminated by EVCI without
  cause or by such officer for good reason, EVCI must continue to pay such officers salary and continue his benefits for 36 months.
  If Mr. Goldenbergs employment is terminated by EVCI without cause or by him for good reason, EVCI must continue to pay his salary
  for the unexpired portion of the employment term and continue his benefits for six months.

Cause, good reason, permanent disability and benefits are defined terms in each
  employment agreement.

Change of control agreements

EVCI has agreements in the same form with each of Dr. Buntzman, Dr. McGrath,
  and Mr. Goldenberg providing for payments to such officer, in the event his employment with EVCI is terminated after a change in control
  of EVCI during the term of the agreement. A change of control means any of the following:

- any person, other than the officer, becomes the beneficial owner of 25% or more
    of our voting securities; or
- during any consecutive three years, EVCIs directors at the beginning of
    such three year period and any new director whose election was approved by at least two-thirds of the directors, cease to constitute
    a majority of the board; or
- our stockholders approve a merger or consolidation other than one where our
    outstanding voting securities before the transaction constitute 50% or more of the outstanding securities of the entity surviving
    the transaction or where a recapitalization is effected in which no person acquires 25% or more of EVCIs voting securities;
    or
- our stockholders approve a total liquidation of EVCI or sale of all or substantially
    all of EVCIs assets.

The agreement expires December 31, 2005, but is subject to automatic extension
  for successive one-year terms, unless otherwise terminated by either party. The agreement requires severance payments to the officer
  of 2.99 times the sum of his base salary and the highest annual bonus, if any, paid to such officer during the three previous years
  and the continuation of his health insurance benefits. These payments are required to be made in equal installments over a 36-month
  period and insurance benefits are required to be continued for 36 months. However, the total payments made to the officer pursuant to
  the agreement or otherwise as a result of the officers employment termination cannot exceed an amount that would make the payments
  non-deductible by EVCI under the Internal Revenue Code.

8

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Item 11. Security Ownership of Certain Beneficial Owners and Management
  and Related Stockholder Matters

The following table sets forth, as of April 5, 2004, the beneficial ownership
  of our common stock by each person (or group of affiliated persons) known by EVCI to own beneficially more than 5% of the outstanding
  shares of common stock, each director and executive officer of EVCI, and all EVCI directors and executive officers as a group. Our knowledge
  regarding such ownership is based solely on filings with the SEC of Schedules 13D or 13G or upon responses to written inquiry made by
  us. Except as indicated in the footnotes to the table, the persons named in the table have sole voting and investment power with respect
  to all shares of common stock shown as beneficially owned by them.

|Name of Beneficial Owner*       | Shares
      of Common StockBeneficially Owned |     | Percent of Class
|------------------------------- | ---------------------------------------------- | --- | ----------------
|                                |                                                |     |                 
|Dr. Arol I. Buntzman            | 446,461                                        | (1) |                 
|Dr. John J. McGrath             | 177,679                                        | (2) |                 
|Richard Goldenberg              | 66,627                                         | (3) |                 
|Joseph D. Alperin               |                                               |     |                 
|Royce N. Flippin, Jr.           | 14,168                                         | (4) |                 
|Philip M. Getter                | 21,418                                         | (5) |                 
|Dr. Donald Grunewald            | 2,500                                          | (4) |                 
|Elie Housman                    | 5,834                                          | (4) |                 
|All directors and executive     | 734,687                                        | (6) |                 
|officers as a group (8 persons) |                                                |     |                 

|   
|---
|*  
|(1)
|(2)
|(3)
|(4)
|(5)
|(6)

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Securities authorized for issuance under equity compensation plans

The following table sets forth, as of December 31, 2003, information regarding
  options under our 1998 incentive plan and our 2001 non-qualified stock option plan and warrants and options issued under individual
  compensation arrangements. Only the 1998 incentive plan was approved by our stockholders. All of the options and warrants are for the
  purchase of our common stock.

|Plan Category       | Number of securities tobe issued upon exerciseof outstanding options,warrants and rights(a) |     | Weighted averageExercise price ofoutstanding options,warrants and rights(b) |  | Number of securitiesremaining available forfuture issuances underequity compensation plans(excluding securitiesreflected in column (a))(c)
|------------------- | ------------------------------------------------------------------------------------------- | --- | --------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                             |     |                                                                             |  |                                                                                                                                           
|Equity compensation |                                                                                             |     |                                                                             |  |                                                                                                                                           
|plans approved by   | 775,500                                                                                     |     |                                                                             |  | $                                                                                                                                         
|security holders    |                                                                                             |     |                                                                             |  |                                                                                                                                           
|Equity compensation |                                                                                             |     |                                                                             |  |                                                                                                                                           
|plans not approved  | 287,167                                                                                     | (1) |                                                                             |  |                                                                                                                                           
|by security holders |                                                                                             |     |                                                                             |  |                                                                                                                                           
|Total               | 1,062,667                                                                                   |     |                                                                             |  |                                                                                                                                           

|   
|---
|(1)

Item 12. Certain Relationships and Related Transactions

Not applicable.

Item 13. Exhibits, List and Reports on Form 8-K.

(a) The following exhibits are filed as part of this report.

|**Exhibit No.*** |     | **Description of Exhibit**
|---------------- | --- | --------------------------
|                 |     |                           
|3.1              | [1] |                          
|                 |     |                           
|3.2              | [1] |                          
|                 |     |                           

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|**Exhibit No.*** |      | **Description of Exhibit**
|---------------- | ---- | --------------------------
|                 |      |                           
|3.3              | [1]  |                          
|                 |      |                           
|3.4              | [3]  |                          
|                 |      |                           
|                 |      |                           
|3.5              | [10] |                          
|                 |      |                           
|3.6              | [5]  |                          
|                 |      |                           
|                 |      |                           
|3.7              | **   |                          
|                 |      |                           
|                 |      |                           
|3.8              | [5]  |                          
|                 |      |                           
|                 |      |                           
|3.9              | [5]  |                          
|                 |      |                           
|                 |      |                           
|4.2              | [2]  |                          
|                 |      |                           
|                 |      |                           
|4.3              | [2]  |                          
|                 |      |                           
|4.4              | [4]  |                          
|                 |      |                           
|                 |      |                           
|4.5              | [6]  |                          
|                 |      |                           
|                 |      |                           
|4.6              | [7]  |                          
|                 |      |                           
|4.7              | [8]  |                          
|                 |      |                           
|                 |      |                           
|4.8              | [8]  |                          
|                 |      |                           
|                 |      |                           
|                 |      |                           
|4.9              | [9]  |                          
|                 |      |                           
|                 |      |                           
|4.10             | [15] |                          
|                 |      |                           

11

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|**Exhibit No.*** |      | **Description of Exhibit**
|---------------- | ---- | --------------------------
|                 |      |                           
|10.1             | [10] |                          
|                 |      |                           
|                 |      |                           
|10.2             | [10] |                          
|                 |      |                           
|                 |      |                           
|10.3             | [10] |                          
|                 |      |                           
|                 |      |                           
|10.4             | [11] |                          
|                 |      |                           
|10.5             | [12] |                          
|                 |      |                           
|10.6             | [10] |                          
|                 |      |                           
|                 |      |                           
|                 |      |                           
|10.7             | [1]  |                          
|                 |      |                           
|10.8             | [4]  |                          
|                 |      |                           
|                 |      |                           
|10.9             | [8]  |                          
|                 |      |                           
|                 |      |                           
|10.10            | [8]  |                          
|                 |      |                           
|                 |      |                           
|                 |      |                           
|10.11            | [13] |                          
|                 |      |                           
|                 | .    |                           
|                 |      |                           
|10.12            | [13] |                          
|                 |      |                           
|10.13            | [9]  |                          
|                 |      |                           
|                 |      |                           
|10.14            | [9]  |                          
|                 |      |                           
|                 |      |                           
|                 |      |                           
|10.15            | [14] |                          
|                 |      |                           

12

---

|**Exhibit No.*** |      | **Description of Exhibit**
|---------------- | ---- | --------------------------
|                 |      |                           
|10.16            | [14] |                          
|                 |      |                           
|                 |      |                           
|                 |      |                           
|                 |      |                           
|10.17            | [15] |                          
|                 |      |                           
|                 |      |                           
|10.18            | [16] |                          
|                 |      |                           
|                 |      |                           
|                 |      |                           
|10.19            | **   |                          
|                 |      |                           
|                 |      |                           
|10.20            | **   |                          
|                 |      |                           
|                 |      |                           
|10.21            | **   |                          
|                 |      |                           
|                 |      |                           
|10.22            | **   |                          
|                 |      |                           
|                 |      |                           
|23.1             | **   |                          
|                 |      |                           
|31.1             | ***  |                          
|                 |      |                           
|                 |      |                           
|31.2             | ***  |                          
|                 |      |                           
|                 |      |                           
|32.1             | ***  |                          
|                 |      |                           
|                 |      |                           
|32.2             | ***  |                           
|                 |      |                           

|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|(b) | EVCI filed a report on Form 8-K dated October 10, 2003 convening Item 5.                                 
|   
|*   | Numbers inside brackets indicate documents from which exhibits have been incorporated
      by reference.
|**  | Previously filed.                                                                                        
|*** | Filed herewith.                                                                                          

13

---

|[ | 1  | ] |  | Incorporated by reference to the Registrants
      Registration Statement on Form SB-2, filed      
|- | -- | - |  | ----------------------------------------------------------------------------------------------------
|  |    |   |  | October 23, 1988, Registration No. 333-66085.                                                       
|  |    |   |  |                                                                                                     
|[ | 2  | ] |  | Incorporated by reference to Amendment No. 4, dated
      February 10, 1999, to the                 
|  |    |   |  | Registrants Form SB-2, Registration No. 333-66085.                                                 
|  |    |   |  |                                                                                                     
|[ | 3  | ] |  | Incorporated by reference to Registrants Form
      10-QSB for the quarter ended March 31, 1999.   
|  |    |   |  |                                                                                                     
|[ | 4  | ] |  | Incorporated by reference to the Registrants
      Form 8-K dated January 14, 2000.                
|  |    |   |  |                                                                                                     
|[ | 5  | ] |  | Incorporated by reference to the Registrants
      Form 8-K dated October 6, 2000.                 
|  |    |   |  |                                                                                                     
|[ | 6  | ] |  | Incorporated by reference to the Registrants
      Form 10-QSB for the quarter ended June 30, 2000 
|  |    |   |  |                                                                                                     
|[ | 7  | ] |  | Incorporated by reference to the Registrants
      Form 8-K dated July 1, 2001.                    
|  |    |   |  |                                                                                                     
|[ | 8  | ] |  | Incorporated by reference to the Registrants
      Form 10-QSB for the quarter ended June 30, 2002 
|  |    |   |  |                                                                                                     
|[ | 9  | ] |  | Incorporated by reference to the Registrants
      Form 10-QSB for the quarter ended June 30, 2003 
|  |    |   |  |                                                                                                     
|[ | 10 | ] |  | Incorporated by reference to the Registrants
      Form 10-KSB for the year ended December 31, 2002
|  |    |   |  |                                                                                                     
|[ | 11 | ] |  | Incorporated by reference to the Registrants
      Registration Statement on Form S-8 filed        
|  |    |   |  | December 31, 2002, Registration No. 333-102310.                                                     
|  |    |   |  |                                                                                                     
|[ | 12 | ] |  | Incorporated by reference to the Registrants
      Registration Statement on Form S-8 filed        
|  |    |   |  | October 23, 2001, Registration No. 333-72080.                                                       
|  |    |   |  |                                                                                                     
|[ | 13 | ] |  | Incorporated by reference to the Registrants
      Form 10-QSB for the quarter ended March 31, 2003
|  |    |   |  |                                                                                                     
|[ | 14 | ] |  | Incorporated by reference to the Registrants
      Form 8-K dated October 10, 2003.                
|  |    |   |  |                                                                                                     
|[ | 15 | ] |  | Incorporated by reference to the Registrants
      Form 10-QSB for the quarter ended               
|  |    |   |  | September 30, 2003.                                                                                 
|  |    |   |  |                                                                                                     
|[ | 16 | ] |  | Incorporated by reference to Amendment No. 1 to
      the Registrants Registration Statement       
|  |    |   |  | on Form S-3, filed December 4, 2003, Registration
      No. 333-110567.                             

14

---

Item 14. Principal Accountant Fees and Services

Goldstein Golub Kessler LLP, were the auditors
  of our financial statements for the years ended December 31, 2003 and 2002. The following table shows the audit fees we were billed
  by GGK for 2003 and 2002 and the fees we were billed in 2003 and 2002 by GGK for its other services.

|                   | **2003** |         | **2002**
|------------------ | -------- | ------- | --------
|                   |          |         |         
|Audit fees         | $        | 134,433 |         
|Audit related fees |          | 13,500  |         
|Tax fees           |          | 44,400  |         
|                   |          |         |         
|Total              | $        | 192,333 |         
|                   |          |         |         

Audit fees were for the audit of EVCIs
  annual financial statements, review of financial statements included in EVCIs 10-QSB quarterly reports, and services that are
  normally provided by independent auditors in connection with our other filings with the SEC. This category also includes advice on accounting
  matters that arose during, or as a result of, the audit or review of our interim financial statements.

Audit related fees were for regulatory compliance audits for Interboro.

GGK has a continuing relationship with American
  Express Tax and Business Services Inc. GGK leases auditing staff from AMEX TBS who are full time, permanent employees of AMEX TBS. GGK
  partners provide non-audit services through AMEX TBS. As a result of this arrangement, GGK has no full time employees and, therefore,
  none of the audit services performed for were provided by permanent full-time employees of GGK. GGK manages and supervises the audit
  and audit staff and is exclusively responsible for the opinion rendered in connection with its examination.

Tax fees were for services provided by AMEX
  TBS in the preparation of corporate tax returns and for advice related to the utilization of EVCIs net operating loss carryforward.

As part of its duties, our audit committee
  pre-approves audit and non-audit services performed by our independent auditors in order to assure that the provision of such services
  does not impair the auditors independence. Our audit committee does not delegate to management its responsibilities to pre-approve
  services performed by our independent auditors.

15

---

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange
  Act, the registrant has duly caused this amendment to the registrants Form 10-KSB report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|                     | EVCI CAREER COLLEGES INCORPORATED
|-------------------- | ---------------------------------
|                     |                                  
|                     |                                  
|Date: April 28, 2004 | By:                              
|                     |                                  
|                     |                                  

In accordance with the Exchange Act, this amendment to the registrants 10-KSB
  report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|Signature                                          |  | Date              | 
|-------------------------------------------------- |  | ----------------- | 
|                                                   |  |                   | 
|                                                   |  |                   | 
|                                                   |  |                   | 
|                                                   |  | April,
      2004 | 
|Dr. Arol I. Buntzman                               |  |                   | 
|Chairman of the Board                              |  |                   | 
|                                                   |  |                   | 
|/s/ Dr. John J. McGrath                            |  | April 28, 2004    | 
|                                                   |  |                   | 
|Dr. John J. McGrath                                |  |                   | 
|Chief Executive Officer and President and Director |  |                   | 
|                                                   |  |                   | 
|/s/ Richard Goldenberg                             |  | April 28, 2004    | 
|                                                   |  |                   | 
|Richard Goldenberg                                 |  |                   | 
|Chief Financial Officer, Secretary and Director    |  |                   | 
|(Principal Financial and Accounting Officer)       |  |                   | 
|                                                   |  |                   | 
|/s/ Royce N. Flippin, Jr                           |  | April 28, 2004    | 
|                                                   |  |                   | 
|Royce N. Flippin, Jr.                              |  |                   | 
|Director                                           |  |                   | 
|                                                   |  |                   | 
|                                                   |  |                   | 
|/s/ Philip M. Getter                               |  | April 28, 2004    | 
|                                                   |  |                   | 
|Philip M. Getter                                   |  |                   | 
|Director                                           |  |                   | 
|                                                   |  |                   | 
|/s/ Donald Grunewald                               |  | April 28, 2004    | 
|                                                   |  |                   | 
|Dr. Donald Grunewald                               |  |                   | 
|Director                                           |  |                   | 
|                                                   |  |                   | 
|/s/ Elie Housman                                   |  | April 28, 2004    | 
|                                                   |  |                   | 
|Elie Housman                                       |  |                   | 
|Director                                           |  |                   | 
|                                                   |  |                   | 
|                                                   |  |                   | 
|16                                                

---



EXHIBIT INDEX

|**Exhibit No.*** |      | **Description of Exhibit**
|---------------- | ---- | --------------------------
|                 |      |                           
|3.1              | [1]  |                          
|                 |      |                           
|3.2              | [1]  |                          
|                 |      |                           
|                 |      |                           
|3.3              | [1]  |                          
|                 |      |                           
|3.4              | [3]  |                          
|                 |      |                           
|                 |      |                           
|3.5              | [10] |                          
|                 |      |                           
|3.6              | [5]  |                          
|                 |      |                           
|                 |      |                           
|3.7              | **   |                          
|                 |      |                           
|                 |      |                           
|3.8              | [5]  |                          
|                 |      |                           
|                 |      |                           
|3.9              | [5]  |                          
|                 |      |                           
|                 |      |                           
|4.2              | [2]  |                          
|                 |      |                           
|                 |      |                           
|4.3              | [2]  |                          
|                 |      |                           
|4.4              | [4]  |                          
|                 |      |                           
|                 |      |                           
|4.5              | [6]  |                          
|                 |      |                           
|                 |      |                           
|4.6              | [7]  |                          
|                 |      |                           
|4.7              | [8]  |                          
|                 |      |                           
|                 |      |                           
|4.8              | [8]  |                          
|                 |      |                           
|                 |      |                           

---

|**Exhibit No.*** |      | **Description of Exhibit**
|---------------- | ---- | --------------------------
|                 |      |                           
|4.9              | [9]  |                          
|                 |      |                           
|                 |      |                           
|4.10             | [15] |                          
|                 |      |                           
|10.1             | [10] |                          
|                 |      |                           
|                 |      |                           
|10.2             | [10] |                          
|                 |      |                           
|                 |      |                           
|10.3             | [10] |                          
|                 |      |                           
|                 |      |                           
|10.4             | [11] |                          
|                 |      |                           
|10.5             | [12] |                          
|                 |      |                           
|10.6             | [10] |                          
|                 |      |                           
|                 |      |                           
|                 |      |                           
|10.7             | [1]  |                          
|                 |      |                           
|10.8             | [4]  |                          
|                 |      |                           
|                 |      |                           
|10.9             | [8]  |                          
|                 |      |                           
|                 |      |                           
|10.10            | [8]  |                          
|                 |      |                           
|                 |      |                           
|                 |      |                           
|10.11            | [13] |                          
|                 |      |                           
|                 | .    |                           
|                 |      |                           
|10.12            | [13] |                          
|                 |      |                           
|10.13            | [9]  |                          
|                 |      |                           
|                 |      |                           
|10.14            | [9]  |                          
|                 |      |                           
|                 |      |                           

---

|**Exhibit No.*** |      | **Description of Exhibit**
|---------------- | ---- | --------------------------
|                 |      |                           
|10.15            | [14] |                          
|                 |      |                           
|                 |      |                           
|10.16            | [14] |                          
|                 |      |                           
|                 |      |                           
|                 |      |                           
|                 |      |                           
|10.17            | [15] |                          
|                 |      |                           
|                 |      |                           
|10.18            | [16] |                          
|                 |      |                           
|                 |      |                           
|                 |      |                           
|10.19            | **   |                          
|                 |      |                           
|                 |      |                           
|10.20            | **   |                          
|                 |      |                           
|                 |      |                           
|10.21            | **   |                          
|                 |      |                           
|                 |      |                           
|10.22            | **   |                          
|                 |      |                           
|                 |      |                           
|23.1             | **   |                          
|                 |      |                           
|31.1             | ***  |                          
|                 |      |                           
|                 |      |                           
|31.2             | ***  |                          
|                 |      |                           
|                 |      |                           
|32.1             | ***  |                          
|                 |      |                           
|                 |      |                           
|32.2             | ***  |                           
|                 |      |                           

|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|   
|*   | Numbers inside brackets indicate documents from which exhibits have been incorporated
      by reference.
|**  | Previously filed.                                                                                        
|*** | Filed herewith.                                                                                          

---

|[ | 1  | ] |  | Incorporated by reference to the Registrants
      Registration Statement on Form SB-2, filed      
|- | -- | - |  | ----------------------------------------------------------------------------------------------------
|  |    |   |  | October 23, 1988, Registration No. 333-66085.                                                       
|  |    |   |  |                                                                                                     
|[ | 2  | ] |  | Incorporated by reference to Amendment No. 4, dated
      February 10, 1999, to the                 
|  |    |   |  | Registrants Form SB-2, Registration No. 333-66085.                                                 
|  |    |   |  |                                                                                                     
|[ | 3  | ] |  | Incorporated by reference to Registrants Form
      10-QSB for the quarter ended March 31, 1999.   
|  |    |   |  |                                                                                                     
|[ | 4  | ] |  | Incorporated by reference to the Registrants
      Form 8-K dated January 14, 2000.                
|  |    |   |  |                                                                                                     
|[ | 5  | ] |  | Incorporated by reference to the Registrants
      Form 8-K dated October 6, 2000.                 
|  |    |   |  |                                                                                                     
|[ | 6  | ] |  | Incorporated by reference to the Registrants
      Form 10-QSB for the quarter ended June 30, 2000 
|  |    |   |  |                                                                                                     
|[ | 7  | ] |  | Incorporated by reference to the Registrants
      Form 8-K dated July 1, 2001.                    
|  |    |   |  |                                                                                                     
|[ | 8  | ] |  | Incorporated by reference to the Registrants
      Form 10-QSB for the quarter ended June 30, 2002 
|  |    |   |  |                                                                                                     
|[ | 9  | ] |  | Incorporated by reference to the Registrants
      Form 10-QSB for the quarter ended June 30, 2003 
|  |    |   |  |                                                                                                     
|[ | 10 | ] |  | Incorporated by reference to the Registrants
      Form 10-KSB for the year ended December 31, 2002
|  |    |   |  |                                                                                                     
|[ | 11 | ] |  | Incorporated by reference to the Registrants
      Registration Statement on Form S-8 filed        
|  |    |   |  | December 31, 2002, Registration No. 333-102310.                                                     
|  |    |   |  |                                                                                                     
|[ | 12 | ] |  | Incorporated by reference to the Registrants
      Registration Statement on Form S-8 filed        
|  |    |   |  | October 23, 2001, Registration No. 333-72080.                                                       
|  |    |   |  |                                                                                                     
|[ | 13 | ] |  | Incorporated by reference to the Registrants
      Form 10-QSB for the quarter ended March 31, 2003
|  |    |   |  |                                                                                                     
|[ | 14 | ] |  | Incorporated by reference to the Registrants
      Form 8-K dated October 10, 2003.                
|  |    |   |  |                                                                                                     
|[ | 15 | ] |  | Incorporated by reference to the Registrants
      Form 10-QSB for the quarter ended               
|  |    |   |  | September 30, 2003.                                                                                 
|  |    |   |  |                                                                                                     
|[ | 16 | ] |  | Incorporated by reference to Amendment No. 1 to
      the Registrants Registration Statement       
|  |    |   |  | on Form S-3, filed December 4, 2003, Registration
      No. 333-110567.                             

---