SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 10-K

                                   (Mark One)

                {X} ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended March 31, 1998

                                       OR

              { }TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

              For the Transition period from _________ to _________

                        Commission file number 000-22673

                            SCHICK TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                             11-3374812
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

            31-00 47th Avenue, Long Island City, NY 11101 (Address of
                     principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (718) 937-5765

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common stock, par value $.01 per share


<PAGE>


Indicate by check mark whether the registrant (1) has filed all reports required
    to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
       during the preceding 12 months (or for such shorter period that the
         registrant was required to file such reports), and (2) has been
            subject to such filing requirements for the past 90 days.

                                 Yes |X|     No |_|

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
  of Regulation S-K is not contained herein, and will not be contained, to the
     best of the registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-K or
                        any amendment to this Form 10-K.

                                   ----------

    The aggregate market value of Common Stock held by non-affiliates of the
          registrant as of June 26, 1998 was approximately $99,458,491
             Such aggregate market value is computed by reference to
              the last sale price of the Common Stock on such date.

   As of June 26 , 1998, the number of shares outstanding of the Registrant's
             Common Stock, par value $.01 per share, was 9,992,057.

                       DOCUMENT INCORPORATED BY REFERENCE


 Portions of the Registrant's Proxy Statement relating to its Annual Meeting of
    Stockholders, which will be filed pursuant to Regulation 14A (the "Proxy
     Statement"), are incorporated by reference in Part III. The portions of
       the Proxy Statement under the headings "Report of the Compensation
        Committee" and "Stock Performance Graph" are not incorporated by
                  reference and are not a part of this Report.

<PAGE>

                               Table of Contents

Item of Form 10-K                                                           Page
--------------------------------------------------------------------------------

Part I                                                                       1 

     Item 1.   Business                                                      1

     Item 2.   Properties                                                   14

     Item 3.   Legal Proceedings                                            15

     Item 4.   Submission of Matters to a Vote of Security Holders          16

Part II                                                                     16

     Item 5.   Market for the Registrant's Common Equity and
               Related Stockholder Matters                                  16

     Item 6.   Selected Financial Data                                      18 

     Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          19

     Item 7.A  Quantitive and Qualatative Disclosures About Market Risk     26

     Item 8.   Financial Statements and Supplementary Data                  26

     Item 9.   Changes in and Disagreements with Accountants
               On Accounting and Financial Disclosure                       26

Part III                                                                    27

     Item 10.  Directors and Executive Officers of the Registrant            

     Item 11.  Executive Compensation

     Item 12.  Security Ownership of Certain Beneficial  Owners
                    And Management

     Item 13.  Certain Relationships and Related Transactions

Part IV                                                                     28 

     Item 14.  Exhibits, Financial Statement Schedules and                   
                    Reports on Form 8-K                                     28 


<PAGE>


                                     PART I

ITEM 1. BUSINESS

     Schick   Technologies,   Inc.  (the  "Company"),   designs,   develops  and
manufactures innovative digital radiographic imaging systems and devices for the
dental  and  medical  markets.  The  Company's  products,  which  are  based  on
proprietary  digital  imaging  technologies,   create  instant  high  resolution
radiographs with reduced levels of radiation.

     In  the  field  of  dentistry,   the  Company's   CDR(TM)  computed  dental
radiography  imaging  system  was  introduced  in March  1994 and has become the
leading  product in its field.  The CDR(TM) system uses an intra-oral  sensor to
produce  instant,  full size,  high  resolution  dental  x-ray images on a color
computer monitor without film or the need for chemical  development,  and with a
radiation dose that is approximately 10% of that required for conventional x-ray
film.  The Company also  manufactures  and sells the  CDRCam(TM),  an intra-oral
camera which fully  integrates  with the CDR(TM)  system,  and the CDR DisCovery
60/70 DC(TM), a digitally  optimized x-ray  generator.  The Company is currently
developing  other products for the dental field,  including a digital  panoramic
device.

     The Company also  manufactures,  markets and sells, in the field of medical
radiography,   the  accuDEXA(TM)   bone   densitometer  --  an  inexpensive  and
easy-to-operate  device for the assessment of bone mineral  density and fracture
risk.

     The Company is  developing a digital  mammography  sensor which it believes
will offer high quality diagnostic capability at a substantially lower cost than
other available devices.

     The  Company's  products  are  based on its  proprietary  enhanced  charged
coupled device ("CCD") and active-pixel sensor ("APS") imaging technologies. APS
allows the  fabrication of large-area  imaging devices with high resolution at a
fraction of the cost of traditional technologies.  APS technology was originally
developed  by the  California  Institute  of  Technology  and is licensed to the
Company for a broad range of health care applications.

     The Company's  objective is to be the leading  provider of high resolution,
low-cost  digital  radiography  products.  The  Company  plans to  leverage  its
technological  advantage in the digital imaging field to penetrate a broad range
of  diagnostic  imaging  markets.  The  Company  believes  that its  proprietary
technologies  and  expertise  in  electronics,  imaging  software  and  advanced
packaging will enable it to compete  successfully in these markets. Key elements
of the  Company's  strategy  include (i) expanding  market  leadership in dental
digital   radiography   through   expanded  sales   channels,   further  product
enhancements,  and increased  direct sales, OEM and marketing  activities;  (ii)
marketing  accuDEXA(TM)  to the medical  market  through a combination of direct
sales and other distribution  channels;  (iii) introducing new products based on
patented and proprietary APS technology for digital  mammography,  other medical
and  industrial  applications;  and (iv)  expanding  international  distribution
channels for existing and new products.


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     On July 7, 1997, the Company  completed an initial  public  offering of its
Common  Stock.  Proceeds to the Company  after  expenses  of the  offering  were
approximately $33,508,000.

     The Company was  incorporated  in  Delaware  in 1997 and its  business  was
founded in 1992. The Company's  principal executive offices are located at 31-00
47th Avenue, Long Island City, New York 11101. The Company's telephone number is
(718) 937-5765, and its web site address is http://www.schicktech.com.

PRODUCTS / INDUSTRY

     Dental Imaging

     X-ray  imaging,  or  radiography,  is  widely  used as a  basic  diagnostic
technique in a broad range of medical  applications.  To produce a  conventional
radiograph,  a film  cassette  is placed  behind the  anatomy  to be  imaged.  A
generator,  which  produces high energy  photons known as x-rays,  is positioned
opposite the film  cassette.  The  transmitted  x-rays pass through soft tissue,
such as skin and muscle,  and are absorbed by harder  substances,  such as bone.
These x-rays then form a latent image upon the film. After exposure, the film is
passed through a series of chemicals and then dried.

     Film, however, has certain inherent limitations,  including the substantial
time,  operating  expense,  inconvenience  and uncertainty  associated with film
processing,  as well as the cost of disposal of waste chemicals and the need for
compliance with  environmental  regulations.  Furthermore,  the radiation dosage
levels  required to assure  adequate  image quality in  conventional  film raise
concerns regarding the health risks associated with exposure to radiation. Also,
conventional film images cannot be electronically retrieved from patient records
or electronically  transmitted to health care providers or insurance carriers at
remote  locations,  a  capability  which has become  increasingly  important  in
today's managed care  environment.  While x-ray scanning  systems convert x-rays
into digital form, they add to the substantial time and expense  associated with
the  use of  conventional  film  and do not  eliminate  the  drawbacks  of  film
processing.

     Digital   radiography   products  have  been   developed  to  overcome  the
limitations of conventional  film. These systems replace the  conventional  film
cassette with an electronic receptor which directly converts the incident x-rays
to digital images.  The first system to employ certain aspects of this technique
was Computed Radiography(TM) ('CR'), a 'near real time' system, in which a laser
scanner  reads the x-ray  image from a  specially  designed  cassette.  While CR
allows the images to be electronically displayed and stored, it does not achieve
instant results, and employs a large, costly scanning system. Other technologies
which  allow for instant  acquisition  of digital  x-rays  have been  developed,
including  CCD arrays and  amorphous  silicon  panels,  neither of which is well
suited for  imaging  large  areas due,  respectively,  to high cost and  limited
resolution.

     Dentists,  who generally  perform their own radiology  work,  represent the
single largest group of radiologists in the world and the dental industry is, in
terms  of unit  volume,  the  largest  consumer  of  radiographic  products  and
equipment.


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     The Company believes that there is a potential market for approximately 1.1
million digital dental radiography devices worldwide.  According to the American
Dental Association,  there are approximately  150,000 practicing dentists in the
United States. The Company believes that each of them, on average,  operates 2.5
radiological  units,  creating  a  potential  market of 375,000  digital  dental
radiography devices in the United States. In addition, the Company believes that
there  are  approximately  600,000  practicing  dentists  in the  world's  major
healthcare  markets outside of the United States and, the Company  believes that
each of them, on average, operates 1.25 radiological units, creating a potential
market of 750,000 additional devices.

     Dentists   have  a   particularly   strong   motivation  to  adopt  digital
radiography.  Radiographic  examinations  are an integral part of routine dental
checkups and the dentist is directly  involved in the film development  process.
The use of  digital  radiography  eliminates  delays  in film  processing,  thus
increasing the dentist's  potential  revenue stream and efficiency,  and reduces
overhead expenses.  The use of digital  radiography also allows dentists to more
effectively  communicate  diagnosis and treatment  plans to patients,  which the
Company  believes has the potential to increase the rate of patients'  treatment
acceptance and resulting  revenues.  Finally,  the dosage required to produce an
intra-oral  dental  x-ray,  which  is high  when  compared  with  other  medical
radiographs, can be reduced by up to 90% through the use of digital radiography.

     The Company's principal  revenue-generating product is its CDR(TM) computed
dental  radiography  imaging  system.  The Company's  CDR(TM)  system is easy to
operate and can be used with any dental  x-ray  generator.  To produce a digital
x-ray image using CDR(TM),  the dentist selects an intra-oral sensor of suitable
size and places it in the patient's mouth. The sensor converts the x-rays into a
digital image which is displayed on the computer monitor within five seconds and
automatically  stored as part of the patient's clinical records.  CDR(TM) system
software  allows  the  dentist  to  perform a  variety  of  advanced  diagnostic
operations on the image. The sensor can then be repositioned for the next x-ray.
As the x-ray dose is  significantly  lower than that  required for  conventional
x-ray film,  concern over the potential  health risk posed by multiple x-rays is
greatly  diminished.  The  process is easy and  intuitive,  enabling  nearly any
member of the dental staff to operate the CDR(TM) system with minimal training.

     The Company  manufactures  image sensors in three sizes which correspond to
the three standard size conventional x-ray films. Size 0 measures 27 x 19 x 6 mm
and  is  designed  for  pediatric  use;  size 1  measures  42 x 25 x 5 mm and is
designed for taking anterior  dental images;  and size 2 measures 44 x 31 x 5 mm
and is designed to take bitewing  images.  All of the Company's  CDR(TM) sensors
may easily be  sterilized  using cold  solutions  or gas.  The  typical  CDR(TM)
configuration includes a computer, display monitor and size 2 digital sensor.

     The Company began selling the CDRCam(TM), its innovative intra-oral camera,
in early 1997.  CDRCam(TM)  fully  integrates with the CDR(TM) system to provide
color video images of the structures of the mouth.  Since their  introduction in
1991,  intra-oral cameras have become widely accepted as a dental  communication
and presentation tool.

     The Company also sells the CDR DisCovery  60/70 DC(TM),  an x-ray generator
manufactured by the Company's wholly-owned subsidiary, Schick X-Ray Corporation.
This 


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device incorporates  low-cost,  high stability x-ray technology and is optimized
for digital radiography. It is sold with or without the CDR(TM) system.

     Bone Mineral Density / Fracture Risk Assessment

     Assessment of bone mineral density ("BMD") is an essential component in the
diagnosis and monitoring of osteoporosis.  Osteoporosis is a disease that causes
progressive loss of bone mass which, in serious cases, results in bone fractures
and even death.  Osteoporosis  can develop over the course of many years without
apparent symptoms,  until bone is sufficiently  degenerated and fractures occur.
The National  Osteoporosis  Foundation  estimates that approximately 200 million
people suffer from the disease  worldwide,  which affects one out of three post-
menopausal  women  and one  out of ten men  over  the age of 70.  In the  United
States,  an estimated  twenty-five  million people suffer from the disease.  The
total estimated health care cost of osteoporosis in the United States, including
indirect costs, is approximately $13 billion annually.

     Until  recently,   osteoporosis  was  considered   neither   treatable  nor
preventable.   Because  effective  treatments  are  now  available  and  because
osteoporosis may be preventable if detected in its early stages,  the demand for
BMD  diagnostic  equipment has  significantly  increased.  In the United States,
there are  approximately  28 million women who are at high-risk  for  developing
osteoporosis.  Because of the large population  segment which could benefit from
BMD testing,  the Company  believes  that there is great demand for a practical,
instant, cost effective, precise, compact and easy-to-use BMD testing device for
the  primary  care  physician.  Primary  care  physicians  consist  of  internal
medicine,  family,  geriatric and OB/GYN  practices.  These practices  represent
approximately  172,000  potential  testing  sites in the  United  States  alone.
Traditional  BMD  measuring  devices  have been large,  costly and  difficult to
operate, and are mainly found in large hospitals and diagnostic imaging centers.
In 1995,  there were fewer than 1,200 such BMD assessment  devices in use in the
United States.

     The Company has developed an  innovative  BMD  assessment  device to assist
doctors in the diagnosis of low bone density and  prediction  of fracture  risk.
This low-cost and highly precise  diagnostic  tool,  which is marketed under the
trade name accuDEXA(TM),  assesses BMD more quickly,  accurately and easily than
any comparable product currently on the market,  while using a minimal radiation
dosage.  It is a  point-of-treatment  tool,  designed  for use by  primary  care
physicians as an integral part of a patient's regular physical  examination.  In
December  1997, the Company  received  clearance from the United States Food and
Drug   Administration   ("FDA")  for  the  general  use  and  marketing  of  the
accuDEXA(TM)  as a BMD assessment  device;  on June 4, 1998, the FDA granted the
Company additional clearance for its marketing of accuDEXA(TM) as a predictor of
fracture risk.

     Based  on APS  technology,  accuDEXA(TM)  is a  small  self-contained  unit
capable of instantly  assessing  the BMD of a specific  portion of the patient's
hand,  a relative  indicator of BMD  elsewhere  in the body.  This device is the
first BMD assessment  instrument which is virtually automatic,  requiring little
operator  intervention,  calibration  or  interfacing of any kind other than the
entry of relevant patient data into a built-in touch sensitive video screen. The
device  requires  no external  x-ray  generator  or computer  and it exposes the
patient to less than 1% 


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of the radiation of a single conventional chest x-ray. To use accuDEXA(TM),  the
patient places his or her hand into a positioner and, once activated, the device
automatically  produces two low-dosage instant  radiographs.  The patient's bone
density and fracture risk information is displayed on the screen in less than 30
seconds.

     Mammography

     Breast  cancer is the  leading  cause of cancer  death  among  women in the
United  States  between the ages of 40 and 55, and the second  leading  cause of
cancer  death among all women in the United  States.  According  to the American
Cancer Society,  approximately 184,000 new cases of breast cancer were diagnosed
and approximately 44,000 women died from the disease in 1996. The annual cost of
breast cancer screening and diagnosis in the United States alone is estimated at
$6 billion.  Successful  treatment of breast cancer depends in large part on the
early  detection of malignant  lesions in the breast.  According to the National
Cancer  Institute,  the five year survival rate  decreases from more than 90% to
72% after the  cancer  has  spread to the lymph  nodes,  and to 18% after it has
spread to other organs such as the lungs, liver or brain.

     Mammography  techniques  have not  changed  significantly  over the past 20
years,  although slight  improvements have been made in x-ray film quality.  One
major  drawback  to the use of  current  mammography  systems  is their  limited
ability to image dense breast tissue,  typically found in women under the age of
50,  resulting in an unduly high rate of 'false  positive'  test results and the
concomitant  consequences:  unwarranted surgical biopsies,  significant cost and
great  anxiety and concern to the patient.  As reported by the  American  Cancer
Society,  women under age 50 experience  significant incidence of breast cancer,
with 23% of breast cancer cases detected in women under age 50.

     Another  limitation  of  conventional  mammography  is the  time  and  cost
required to develop the film.  Time is  particularly  problematic in the case of
stereotactic  needle  biopsies,  in which a hollow  needle is inserted  into the
breast to obtain a tissue sample of a suspected lesion. Multiple mammograms must
be obtained  during the procedure in order to properly  position the needle.  In
1995,  approximately  1,000,000  breast  biopsies  were  performed in the United
States, of which  approximately  200,000 were stereotactic  needle biopsies,  up
from fewer than 500 in 1990.

     Digital  mammography  is  diagnostically  superior  to  current  film-based
systems,  yielding  higher  contrast,  improved  resolution and lower  radiation
dosage.  Digital  mammography may be especially  useful in screening women under
the age of 50 because of its enhanced  ability to image the denser breast tissue
typically  found in younger  women.  Clinical  testing  has shown  that  digital
mammography,  as  compared  with  non-digital  devices,  can  increase  accurate
diagnosis by 20%. Digital  mammography also provides instant images allowing for
real time stereotactic needle biopsies.

     The only digital formats for mammography currently on the market are 'spot'
mammography  devices,  which can depict a 6 x 6 cm region of the  breast.  These
devices are  fabricated  with CCDs,  are limited in size,  and cost in excess of
$90,000.  Because of their limited size,  these 'spot'  mammography  devices are
useful for specific operative procedures,  such as needle biopsies,  but not for
general screening and diagnosis. A number of companies have 


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developed  prototypes  of large area digital  systems,  using  either  amorphous
silicon  or tiled CCD  technology.  The  anticipated  price  for these  units is
expected to fall in the $250,000 to $500,000  range,  or  approximately  four to
eight times the current cost of standard mammography equipment.

     According  to the  American  College  of  Radiology,  in  1996  there  were
approximately  14,000 screening  mammography  machines in the United States, and
the Company believes that there were approximately  15,000 additional  screening
mammography  machines  in other  major  health  care  markets.  The  market  for
mammography machines is driven by increased awareness of breast cancer risk, the
emphasis on early detection,  the growing number of stereotactic needle biopsies
and the advancement of digital technology.

     The  Company has  developed  a method of  producing  high  quality  digital
mammography  sensors at a cost which, it believes,  will be substantially  lower
than its competitors'  existing and proposed systems.  The Company believes that
its digital mammography sensors will yield higher contrast,  improved resolution
and lower radiation  dosage than current film based systems,  will be especially
useful in screening the denser breast tissue  typically found in women under the
age of 50 and will allow for real time  stereotactic  needle biopsies.  Clinical
testing  has  shown  that,  in  comparison  with  non-digital  devices,  digital
mammography can increase accurate diagnosis by 20%.

     The Company's  proprietary  APS technology  allows the  fabrication of high
resolution,  large-area  devices at low cost.  The  Company has  manufactured  a
prototype  of an 8 x 8 cm sensor,  which it first  demonstrated  publicly at the
1997 Radiological Society of North America meeting, held in Chicago, Illinois in
December 1997, and currently plans to manufacture a larger full field sensor for
sale  outside  of the  United  States  in early  1999 and in the  United  States
following  FDA  clearance.  See "--  Government  Regulation."  The small  'spot'
mammography 6 x 6 cm sensors currently available from other companies retail for
over  $90,000.  The prototype  full sized  sensors which are being  developed by
these companies are projected to cost $250,000 to $500,000. The Company believes
that its mammography  sensors will cost  substantially  less than these products
and provide superior image quality.

     Schick X-Ray Corporation

     On September 24, 1997,  the Company  completed the  acquisition  of certain
assets of Keystone Dental X-Ray, Inc., a manufacturer of x-ray equipment for the
medical and dental  radiology  field,  for $1.5  million in cash.  The  acquired
assets  have  been  integrated  into  the  Company's  subsidiary,  Schick  X-Ray
Corporation ("Schick X-Ray").  Schick X-Ray produces the Company's CDR DisCovery
60/70 DC(TM) and components utilized in the accuDEXA.

MANUFACTURING

     The  Company's  products  are  manufactured  at its facility in Long Island
City, New York, which includes a 2,300 square foot controlled environment sensor
production facility. This facility is subject to periodic inspection by the FDA.
The Company has  invested in  automated  and  semi-automated  equipment  for the
fabrication and machining of parts and assemblies  incorporated in its products.
The Company's quality assurance program includes various quality


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control  measures  from  inspection  of  raw  materials,   purchased  parts  and
assemblies through in-process and final inspection.

     The Company  manufactures  most of its custom components itself in order to
minimize  dependence on suppliers and for quality  control  purposes.  While the
Company does procure certain  components from outside sources which,  because of
the  quality of their  products,  are sole  suppliers,  it  believes  that those
components  could  be  obtained  from  additional  sources  without  substantial
difficulty,  although  the need to  change  suppliers  or to  alternate  between
suppliers might cause significant  delays in delivery or significantly  increase
the Company's costs. The Company procures its APS and CCD semiconductor  wafers,
a  significant  component  of its  products,  each  from a single  supplier.  An
interruption in supply resulted in manufacturing and product shipment delays and
therefore  lower  revenues than  anticipated  during the fourth quarter of 1998.
Extended  interruptions  of this supply could have a material  adverse effect on
the Company's results of operations.  The Company's manufacturing processes are,
for the most part,  vertically  integrated,  although  selective  outsourcing is
employed  to take  advantage  of  economies  of scale at  outside  manufacturing
facilities and to alleviate manufacturing  bottlenecks.  Certain components used
in existing products of the Company, as well as products under development,  may
be purchased from single sources.

DEPENDENCE ON CUSTOMERS

     The  Company's  business is not dependent on any single  customer,  and the
Company  does not  believe  that the loss of any  single  customer  would have a
material  adverse  impact on the  Company.  Except  for  Dental  Computer/Dental
Technologies,  which  accounted  for 18.0% of the  Company's  sales in 1997,  no
single customer has accounted for more than ten percent of the Company's  annual
sales in either of the Company's  two most recent  fiscal  years.  During fiscal
1996, 1997 and 1998, respectively,  sales of  approximately  $2.1 million,  $3.9
million and $7.1 million were made to foreign customers.

PATENTS, TRADE SECRETS AND PROPRIETARY RIGHTS

     The  Company  seeks  to  protect  its   intellectual   property  through  a
combination  of patent,  trademark  and trade secret  protection.  The Company's
future success will depend in part on its ability to obtain and enforce  patents
for its products and processes,  preserve its trade secrets and operate  without
infringing the proprietary rights of others.

     Patents

     The Company has an active corporate patent program, the goal of which is to
secure patent protection for its technology. The Company currently has an issued
United States patent for an 'Intra-Oral Sensor for Computer Aided  Radiography,'
which patent  expires on October 16, 2012,  and an allowed  United States patent
application  for a 'Large Area Image Detector' which will expire on November 20,
2016.  The  issued  patent is  currently  the  subject of a  broadening  reissue
proceeding  before the United States Patent and Trademark  Office  ("PTO").  The
Company also has six additional patent applications currently pending before the
PTO. In  addition,  the  Company is the  exclusive  licensee of a United  States
patent for an 'Intra-oral  Fluoroscope,'  which patent expired on July 10, 1996,
and is the licensee


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of certain  patents,  patent  applications  and other  know-how  related to CMOS
active  pixel  sensors,  a  technology  which was  developed  by the  California
Institute  of  Technology  and licensed to Photobit  LLC,  from whom the Company
obtained a license for a broad range of healthcare applications.

     Trademarks

     The Company currently has pending in the PTO trademark applications for the
mark "CDR" for its digital dental  radiography  product,  "CDRCam" (both textual
and stylized) for its intra-oral camera, "QuickZoom" (both textual and stylized)
for a viewing feature in its digital dental  radiography  product and "accuDEXA"
for its BMD assessment product.  The "CDR," "CDRCam,"  QuickZoom"  (textual) and
"accuDEXA"  marks have been allowed  pursuant to Notices of Allowance  issued by
the PTO.

     Trade Secrets

     In  addition  to patent  protection,  the  Company  owns trade  secrets and
proprietary  know-how which it seeks to protect,  in part,  through  appropriate
non-disclosure, confidentiality,  non-solicitation, non-competition and employee
agreements  with  appropriate  individuals,  including  employees,  consultants,
vendors and independent contractors. These agreements generally provide that all
confidential  information  developed by or made known to the  individual  by the
Company during the course of the individual's  relationship  with the Company is
the property of the Company, and is to be kept confidential and not disclosed to
third parties,  except in specific  limited  circumstances.  The agreements also
generally provide that all inventions  conceived by the individual in the course
of  rendering  services to the Company  shall be the  exclusive  property of the
Company.  However,  there can be no assurances that these agreements will not be
breached, that the Company would have adequate remedies available for any breach
or that the  Company's  trade  secrets  will not  otherwise  become known to, or
independently developed by, its competitors.

GOVERNMENT REGULATION

     Products  that the Company is  currently  developing  or may develop in the
future are likely to require certain forms of governmental clearance,  including
FDA marketing  clearance.  The FDA review process  typically  requires  extended
proceedings pertaining to product safety and efficacy. The Company believes that
its future  success  will  depend to a large  degree  upon  commercial  sales of
improved versions of its current products and sales of new products; the Company
will not be able to market such products in the United States without FDA market
clearance.  There can be no assurance that any products developed by the Company
in the future will be given clearance by applicable governmental  authorities or
that additional  regulations will not be adopted or current  regulations amended
in such a manner as to adversely affect the Company.

     Pursuant to the Federal Food,  Drug and Cosmetic Act, as amended (the "FD&C
Act"),  the FDA  classifies  medical  devices  intended for human use into three
classes:  Class I, Class II,  and Class III.  In  general,  Class I devices  are
products for which the FDA determines that safety


                                       8
<PAGE>


and effectiveness  can be reasonably  assured by general controls under the FD&C
Act  relating  to  such  matters  as  adulteration,  misbranding,  registration,
notification, records and reports. The CDRCam(TM) is a Class I device.

     Class II devices are  products  for which the FDA  determines  that general
controls  are  insufficient  to  provide a  reasonable  assurance  of safety and
effectiveness,  and  that  require  special  controls  such as  promulgation  of
performance  standards,  post-market  surveillance,  patient  registries or such
other actions as the FDA deems  necessary.  The CDR(TM) system and  accuDEXA(TM)
have been classified as Class II devices.

     Class  III  devices  are  devices  for  which  the  FDA  has   insufficient
information to conclude that either general  controls or special  controls would
be sufficient to assure safety and effectiveness, and which are life-supporting,
life-sustaining,  of  substantial  importance in preventing  impairment of human
health, or present a potential  unreasonable risk of illness or injury.  Devices
in this case require  pre-marketing  approval,  as described below.  None of the
Company's existing products are in the Class III category.

     The FD&C Act further provides that, unless exempted by regulation,  medical
devices may not be  commercially  distributed  in the United  States unless they
have been cleared by the FDA.  There are two review  procedures by which medical
devices can receive such  clearance.  Some  products  may qualify for  clearance
under a Section 510(k) procedure, in which the manufacturer submits to the FDA a
pre-market  notification  that it intends to begin  marketing  the product,  and
shows that the product is  substantially  equivalent to another legally marketed
product  (i.e.,  that it has the  same  intended  use and that it is as safe and
effective as a legally marketed device,  and does not raise different  questions
of safety and effectiveness than does a legally marketed device). In some cases,
the 510(k) notification must include data from human clinical studies.

     Marketing may commence once the FDA issues a clearance  letter finding such
substantial equivalence. According to FDA regulations, the agency has 90 days in
which to respond to a 510(k) notification.  There can be no assurance,  however,
that the FDA will  provide a response  within  that time,  or reach a finding of
substantial equivalence.

     If a product does not qualify for the 510(k)  procedure  (either because it
is not substantially  equivalent to a legally marketed device or because it is a
Class  III  device),   the  FDA  must  approve  a  Pre-Market  Approval  ("PMA")
application before marketing can begin. PMA applications must demonstrate, among
other things,  that the medical device is safe and effective.  A PMA application
is typically a complex submission that includes the results of clinical studies.
Preparation  of such an application  is a detailed and  time-consuming  process.
Once a PMA  application  has been  submitted,  the FDA's  review  process may be
lengthy and include requests for additional data. By statute and regulation, the
FDA may take 180 days to  review a PMA  application,  although  such time may be
extended.  Furthermore, there can be no assurance that a PMA application will be
approved by the FDA.

     In February  1994,  the FDA cleared the Company's  510(k)  application  for
general use and  marketing  of the CDR(TM)  system.  In November  1996,  the FDA
cleared the Company's 510(k)


                                       9
<PAGE>


application for general use and marketing of the  CDRCam(TM).  In December 1997,
the FDA cleared the Company's  510(k)  application for general use and marketing
of  accuDEXA(TM).  On June 4,  1998,  the FDA  granted  the  Company  additional
clearance to market  accuDEXA(TM)  as a predictor of fracture  risk. The Company
has not yet submitted a 510(K) application for its digital mammography  sensors.
There can be no assurance  that the Company will obtain FDA  clearance  for such
products.

     In addition to the requirements described above, the FD&C Act requires that
all medical device manufacturers and distributors register with the FDA annually
and provide the FDA with a list of those medical  devices which they  distribute
commercially.  The FD&C Act also  requires  that all  manufacturers  of  medical
devices comply with labeling  requirements  and  manufacture  their products and
maintain their documents in a prescribed  manner with respect to  manufacturing,
testing,  and quality  control  activities.  The FDA's Medical Device  Reporting
regulation  subjects medical devices to post-market  reporting  requirements for
death or serious injury,  and for certain  malfunctions  that would be likely to
cause or contribute to a death or serious injury if  malfunction  were to recur.
In addition,  the FDA prohibits a device which has received marketing  clearance
from being marketed for applications for which marketing  clearance has not been
obtained.  The FDA further requires that certain medical devices not cleared for
marketing in the United States receive FDA marketing  clearance  before they are
exported.

     FDA  guidelines  entitled  "Quality  System  Regulation"  ("QSR") set forth
standards for the Company's  manufacturing  process,  require the maintenance of
certain  records  and  provide  for  unscheduled  inspections  of the  Company's
facilities.  Certain  requirements of state, local and foreign  governments must
also  be  complied  with  in the  manufacture  and  marketing  of the  Company's
products.  The Company  believes  that its  manufacturing  and  quality  control
procedures meet the requirements of these regulations.

     Failure to comply with applicable regulatory  requirements can, among other
consequences, result in fines, injunctions, civil penalties, suspensions or loss
of  regulatory  approvals,  product  recalls,  seizure  of  products,  operating
restrictions and criminal prosecution. In addition, governmental regulations may
be established that could prevent or delay regulatory clearance of the Company's
products.  Delays in receipt of clearance,  failure to receive  clearance or the
loss of previously  received  clearance would have a material  adverse effect on
the Company's business, financial condition and results of operations.

     In addition  to laws and  regulations  enforced by the FDA,  the Company is
subject to government regulations applicable to all businesses, including, among
others, regulations related to occupational health and safety, workers' benefits
and  environmental  protection.  The extent of government  regulation that might
result from any future legislation or administrative action cannot be accurately
predicted.  Failure to comply with regulatory requirements could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

     Distribution  of the Company's  products in countries other than the United
States may be subject to regulations in those countries.  These regulations vary
significantly  from  country to  country;  the Company  typically  relies on its
independent  distributors  in such  foreign  countries  to obtain the  requisite
regulatory approvals. In order to market its products in the member countries of
the European Union, the Company will be required to obtain the "CE mark." The CE
mark is a


                                       10
<PAGE>


European Union symbol of adherence to quality assurance standards and compliance
with the European Union's Medical Device  Directives.  The Company has developed
and implemented a quality assurance program in accordance with the guidelines of
the International  Quality Standard,  ISO 9001. The Company is currently seeking
ISO 9001 certification.

INSURANCE

     The Company is subject to the risk of product liability and other liability
claims in the event that the use of its products  results in personal  injury or
other claims.  Although the Company has not  experienced  any product  liability
claims to date, any such claims could have an adverse impact on the Company. The
Company maintains  insurance  coverage related to product liability claims,  but
there can be no assurance that product liability or other claims will not exceed
its  insurance  coverage  limits,  or that such  insurance  will  continue to be
available on commercially acceptable terms, or at all.

RESEARCH AND DEVELOPMENT

     During fiscal 1998, 1997 and 1996,  research and development  expenses were
$3.9 million, $1.4 million and $0.5 million, respectively.

BACKLOG

     The Company  does not  generally  maintain any  significant  backlog of its
products due to its ability to process  orders in a timely manner.  However,  in
the fourth quarter of fiscal 1998, the Company  experienced a delay in shipments
of a key  component  which  resulted in  manufacturing  delays and a  subsequent
backlog at the end of the quarter.

EMPLOYEES

     As of March 31, 1998, the Company had 392 full-time  employees,  engaged in
the following  capacities:  sales and  marketing  (126);  executive  office (6);
executive staff (6); legal (3);  production (87);  engineering (46);  operations
(69); product support (27); and Schick X-Ray (22). The Company believes that its
relations with its employees are good. No Company employees are represented by a
labor union or are subject to a  collective  bargaining  agreement,  nor has the
Company experienced any work stoppages due to labor disputes.

SALES AND MARKETING

     Dental Products

     In the United States,  the Company markets its products primarily through a
direct  sales  system which  incorporates  dental  trade shows and  professional
seminars, advertisements in dental periodicals, journals and other publications,
direct mail and product  announcements.  The Company  employs  approximately  65
direct sales  representatives  who are located  throughout the United States and
are organized  into  territories.  A staff of 18 marketing  specialists  with 10
support  staff based at the  Company's  offices in New York  supports the direct
sales  force  by  planning  events  and  developing  promotional  and  marketing
materials. In addition, the Company has an in-house sales program


                                       11
<PAGE>


which focuses on universities and continuing education programs. As of March 31,
1998,  CDR(TM)  had been sold to more than 80% of dental  schools  in the United
States.  The Company also employs a government sales program to sell directly to
the Armed  Services,  Veterans  Administration  hospitals,  United States Public
Health Service and other government-sponsored health institutions.

     In the  international  market,  the Company  sells the  CDR(TM)  system via
independent  regional  distributors.   There  are  currently   approximately  50
independent CDR(TM) dealers,  covering over 50 countries. A specialized in-house
staff provides the foreign distributors with materials, technical assistance and
training, both in New York and abroad.

     The Company has broadened its sales  strategy by  negotiating  distribution
and private-label 'OEM' agreements,  both domestically and internationally.  The
Company has entered into an OEM sales agreement with Henry Schein, Inc., ("HSI")
under which HSI's subsidiary,  Sullivan-Schein  Dental Corp.,  sells the CDR(TM)
system under its own trade name, "easyray(TM)". The Company's goal is to utilize
its leading  position in the industry,  secure as many productive sales channels
as possible and to rapidly  penetrate  additional  segments of the international
market.

     BMD / Fracture Risk Assessment

     The Company sells accuDEXA(TM) through a direct sales force and established
independent   distributors   and   manufacturers  of  medical  and  radiological
equipment.  The primary  end-users for accuDEXA(TM) are primary care physicians,
including OB/GYN practices, and osteopathic and geriatric specialists.

     Pharmaceutical  companies are currently involved in wide-scale osteoporosis
education  and  awareness  programs  targeted  at  physicians.  A number of such
companies,  including Novartis,  Wyeth-Ayerst Laboratories, Eli Lilly and Merck,
currently have FDA-approved therapies for the treatment of osteoporosis. Several
other companies,  including  Procter & Gamble,  Boehringer-Mannheim,  Sanofi and
Pfizer,  have additional  products which are currently in clinical  trials.  The
Company  expects  that  the  efforts  of  pharmaceutical  companies  to  develop
medicines  and  treatment  programs  will  result in the  expansion  of doctors'
involvement in initial screening and routine management of osteoporosis, thereby
increasing  the  market  for BMD  assessment  devices.  The  Company  intends to
capitalize on these efforts both in the United States and abroad.

     The  Company is  currently  conducting  a number of  research  studies  and
collecting normative reference data for the accuDEXA(TM)  databases,  worldwide.
The  research  studies  address  issues  of  long-term  importance  such  as the
detection of  osteoporosis  and patient risk for bone fracture.  The Company has
thus far established  normative reference databases for the Caucasian female and
male   populations   and  is   seeking   to   complete   databases   for  Asian,
African-American,  Hispanic and Brazilian  populations  in the near future.  The
Company will utilize these databases to address the needs of healthcare  markets
in  different  countries  and expects  them to  positively  impact upon sales of
accuDEXA(TM) abroad.


                                       12
<PAGE>


     Mammography

     The  Company's  sales  strategy will be to market its  mammography  devices
through a direct sales force as well as through established manufacturers in the
mammography  market,  typically  on an OEM basis.  The Company  plans to develop
customized versions of its "spot" and "full-field"  sensors which OEM buyers can
incorporate  into a wide variety of mammography  machines.  The Company believes
that this strategy will allow it to optimize its  penetration of the mammography
market through utilization of existing distribution channels.

COMPETITION

     The health care industry in general, and the market for imaging products in
particular,  is highly competitive.  The Company faces competition and potential
competition from a number of companies, many of which have substantially greater
financial,  marketing  and  other  resources  than  the  Company.  The  specific
competitors  are distinct  within each of the  Company's  markets,  as described
below.  The Company  competes  primarily  on the basis of  technology,  pricing,
product  features  and  performance,  and  believes  that its  products  compete
favorably  in all such areas.  There can be no  assurance  that the Company will
maintain its competitive  position  against  current and potential  competitors,
especially those with greater resources than the Company.

     Dental Products

     A number of companies  currently sell  intra-oral  digital dental  sensors.
These include Trophy S.A.,  Siemens Dental Systems,  Cygnus  Imaging,  Inc., and
Dentsply. In addition,  Dentsply and Soredex Corporation sell a storage-phosphor
based  intra-oral  dental  system.  The  CDR(TM)  system  has thus far  competed
successfully  against  other  products.  If other  companies  enter the  digital
radiography  field, it may result in a significantly  more competitive market in
the  future.  Several  companies  are  involved in the  manufacture  and sale of
intra-oral  cameras,  including  Dentsply,  Welch-Allyn  Co.,  Henry Schein Co.,
Ultra-Cam,  Air Technics and DMD.  Numerous other  companies are involved in the
manufacture  and  sale of  x-ray  generators,  including  Trophy,  Dentsply  and
Belmont.

     BMD / Fracture Risk Assessment

     Two other companies,  Lunar and Norland, are currently marketing peripheral
BMD  densitometers.   Hologic  recently  received  FDA  clearance  to  market  a
peripheral BMD  ultrasound  device.  A number of other  companies have submitted
510(k)  applications to the FDA seeking  clearance to market other devices.  Two
companies, Ostex and Metra Biosystems,  have developed biochemical markers which
indicate the rate at which the body is  resorbing  (i.e.,  breaking  down) bone.
Another  potential  competitor  of the Company's  accuDEXA(TM)  is the Osteogram
test,  manufactured  by CompuMed Inc., a peripheral  screening test employing RA
technology, conventional hand x-rays and computer analysis.


                                       13
<PAGE>


     Mammography

     The  companies  in the digital  mammography  market  include the  following
manufacturers of traditional  mammography  devices: GE Medical Systems,  Fischer
Imaging, Trex Medical, Instrumentarium Imaging, Philips and Siemens.

YEAR 2000

     The Company is aware of the issues  associated with the programming code in
existing  computer systems as the year 2000 approaches.  The "Year 2000" problem
is pervasive and complex,  as many computer systems will be affected in some way
by the rollover of the two-digit  year value to 00. Systems that do not properly
recognize such  information  could generate  erroneous data or cause a system to
fail.  The "Year  2000"  issue  creates  risk for the  Company  from  unforeseen
problems  in its own  computer  systems  and from  third  parties  with whom the
Company deals on transactions worldwide.  Failures of the Company's and/or third
parties'  computer systems could have a material impact on the Company's ability
to conduct its business.

     Therefore,  some computer  hardware and software has been modified and some
will  need to be  modified  prior to the year  2000 to  remain  functional.  The
Company is  assessing  the internal  readiness  of its computer  systems and the
readiness of third  parties  which  interact  with the  Company's  systems.  The
Company plans to devote the necessary  resources to resolve all significant year
2000 issues in a timely manner.  Costs  associated with the year 2000 assessment
and correction of problems noted are expensed as incurred. Based on management's
current assessment,  it does not believe that the cost of such actions will have
a material effect on the Company's results of operations or financial condition.

FORWARD-LOOKING STATEMENTS

     This Form 10-K  Annual  Report  contains  forward-looking  statements  that
involve risk and uncertainties.  Forward-looking statements may be identified by
the use of  forward-looking  terminology such as "believes,"  "expects,"  "may,"
"will," "should," or "anticipates" or the negative thereof or variations thereon
or comparable  terminology,  or by discussions of strategy. The Company's actual
results   may  differ   significantly   from  the  results   discussed   in  the
forward-looking statements.  Factors that might cause such a difference include,
but  are  not  limited  to,  those  contained  in this  Item  1--Business,  Item
7--Management's  Discussion  and Analysis of Financial  Condition and Results of
Operations" and Exhibit 99 to this Report.

ITEM 2. PROPERTIES

     The Company presently  occupies 105,800 square feet of leased space in Long
Island City, New York. This space houses the Company's executive offices,  sales
and marketing headquarters, research and development laboratories and production
and shipping  facilities.  The Company recently  expanded its facilities to meet
increased staffing and manufacturing needs and may require additional  expansion
over the next 12 months.  The Company  expects that adequate  space,  if needed,
will be available at a reasonable cost.


                                       14
<PAGE>


     Schick X-Ray Corporation,  the Company's  wholly-owned  subsidiary,  leases
9,664 square feet of space in Roebling,  New Jersey, which space is used for the
manufacture of DisCovery 60/70 DC(TM), the Company's  digitally  optimized x-ray
generator and components of the accuDEXA.


ITEM 3. LEGAL PROCEEDINGS

     The Company is a named defendant in two lawsuits  instituted by Trophy S.A.
One lawsuit was instituted in France and the other in the United States.

     The French lawsuit instituted by Trophy S.A. was filed in November 1995, in
the  tribunal de Grande  Instance  de  Bobigny,  the French  patent  court,  and
originally alleged that the Company's CDR(TM) system infringes French Patent No.
2,547,495,  European  Patent No. 129,451 and French  Certificate of Addition No.
2,578,737.  These patents, all of which are related, are directed to a CCD-based
intra-oral  sensor.  Since filing its lawsuit,  Trophy S.A.  has  withdrawn  its
allegation of infringement  with respect to the Certificate of Addition.  Trophy
S.A. is seeking a permanent  injunction and damages,  including  damages for its
purported lost profits.  The Company believes that the lawsuit is without merit,
and is  vigorously  defending it. 

     The  lawsuit in the United  States was filed in March 1996 by Trophy  S.A.,
Trophy Inc.  and the named  inventor on the patent in suit,  Francis  Mouyen,  a
French citizen. The suit was brought in the United States District Court for the
Eastern  District of New York,  and alleges that the  Company's  CDR(TM)  system
infringes  United  States patent no.  4,593,400  (the "'400  patent"),  which is
related to the patents in the French  lawsuit.  Trophy  S.A.,  Trophy  Inc.  and
Mouyen are seeking a permanent  injunction and  unspecified  damages,  including
damages for purported lost profits, enhanced damages for the Company's purported
willful  infringement  and an award of attorney fees. The Company  believes that
the lawsuit is without  merit,  and is  vigorously  defending  it. The Company's
counsel in the United  States suit has issued a formal  opinion that the CDR(TM)
system does not infringe the '400 patent.

     In addition,  the Company has counter-sued  Trophy S.A. and Trophy Inc. for
infringement of United States Patent No.  4,160,997,  a recently  expired patent
which was  exclusively  licensed  to the  Company by its  inventor,  Dr.  Robert
Schwartz, and for false advertising and unfair competition. The Company believes
that its counter-suits are meritorious, and is vigorously pursuing them.

     On September 12, 1997, the Company served two motions for summary  judgment
seeking  dismissal of the action pending in the United States District Court for
the Eastern  District of New York,  on the grounds of  non-infringement  and the
"best mode" defense. Those motions are currently pending.

     There  can be no  assurance  that the  Company  will be  successful  in its
defense of any of these  actions,  or in its  counter-suits.  If the  Company is
unsuccessful  in its defense of any of these  actions,  it could have a material
adverse effect upon the Company. Moreover, regardless of their


                                       15
<PAGE>


outcome,  the  Company may be forced to expend  significant  amounts of money in
legal fees in connection with these lawsuits.

     The Company is currently not a party or otherwise subject to any pending or
threatened  litigation  other than  routine  litigation  arising in the ordinary
course of business,  none of which is expected to have a material adverse effect
on the business, financial condition or results of operations of the Company.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security  holders during the quarter
ended March 31, 1998.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK HOLDER MATTERS

     The  Company's  Common Stock began  trading on The Nasdaq  National  Market
under  the  symbol  "SCHK" on July 1,  1997.  Prior to such  date,  there was no
established public trading market for the Company's Common Stock.

     The following table sets forth, for the period indicated,  the high and low
sales prices of the  Company's  Common Stock,  as quoted on The Nasdaq  National
Market.

Fiscal Year Ended March 31, 1998             High                      Low
--------------------------------             ----                      ---

First Quarter                                n/a                       n/a

Second Quarter                               30.75                     15.50

Third Quarter                                29.00                     17.50

Fourth Quarter                               28.75                     19.125


     On June 26, 1998, the closing sales price per share of the Company's Common
Stock as quoted on The Nasdaq National Market was $16.375 per share. On June 26,
1998, there were 230 holders of record of the Company's Common Stock.


                                       16
<PAGE>


     To date,  the Company has not paid any dividends on its Common  Stock.  The
Company  currently  intends to retain future  earnings to finance the growth and
development  of the  Company's  business  and does  not  anticipate  paying  any
dividends  in the  foreseeable  future.  The payment of  dividends is within the
discretion  of the  Board of  Directors  and  will  depend  upon  the  Company's
earnings,  its capital  requirements,  financial  condition  and other  relevant
factors.

     During  the  quarter   ended  March  31,  1998,   existing   warrantholders
surrendered  an aggregate of 10,640  warrants  exercisable at $8.93 per share in
cashless  exercises to purchase an  aggregate  of 6,780 shares of Common  Stock.
Such  issuances  were exempt from  registration  pursuant to Section 4(2) of the
Securities Act of 1933, as amended.

     On July 7, 1997, the Company's  initial public offering (the "Offering") of
1,750,000  shares of its common  stock,  $.01 par value per share  (the  "Common
Stock")  was  completed.  The  Company's  registration  statement  on  Form  S-1
(Registration  No.  333-33731)  was  declared  effective by the  Securities  and
Exchange  Commission  on June 30,  1997.  As part of the  Offering,  the Company
granted to the  Underwriters  over-allotment  options to  purchase up to 262,500
shares of Common Stock ("the  "Underwriters'  Option").  On July 10,  1997,  the
underwriters  exercised the Underwriters'  Option  purchasing  262,500 shares of
Common Stock from the Company.  


                                       17
<PAGE>


     The aggregate net proceeds received by the Company from the Offering and as
a  result  of  the  exercise  of  the  Underwriters'   Option,  after  deducting
underwriting and commissions and expenses were $33,508,731. During the period of
July 1, 1997  through  March 31, 1998,  such net  proceeds  have been applied as
follows: (i) $870,706 for leasehold improvements;  (ii) $3,134,081 for property,
plant,  and equipment;  (iii)  $1,450,000 to purchase certain assets of Keystone
Dental X-Ray Corp.; (iv) $1,000,000 to purchase a 5% interest in Photobit, Inc.;
(v)  $1,512,833  to pay the notes payable and interest in the amount of $144,296
to  Merck  & Co.,  Inc.;  (vi)  $10,791,270  to  short-term  investments;  (vii)
$5,276,613 to money market investments;  and (viii) the remaining $9,473,228 was
used for working capital purposes.  None of the net proceeds were paid, directly
or indirectly, to directors,  officers,  controlling stockholders, or affiliates
of the Company.

ITEM 6. SELECTED FINANCIAL DATA

     The following  selected  financial data are derived from, and are qualified
by reference to, the audited financial  statements of the Company for the period
indicated.  The information  presented below should be read in conjunction  with
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  in ITEM 7 and the Financial  Statements  included in ITEM 8 of this
Report.

<TABLE>
<CAPTION>
                                                                                      Year Ended March 31,
                                                            ---------------------------------------------------------------------
                                                              1994           1995             1996           1997           1998
                                                              ----           ----             ----           ----           ----
                                                                    (in thousands, except per share data)
<S>                                                         <C>             <C>             <C>             <C>               <C>
Statement of Operations Data:

Revenue, net                                                $   29          $2,726          $6,804         $16,101        $38,451

Cost of sales                                                   14           1,501           3,343           8,021         17,658
                                                            ---------------------------------------------------------------------
Gross profit                                                    15           1,225           3,461           8,080         20,793
                                                            ---------------------------------------------------------------------

Operating expenses:
    Selling and marketing                                      158             517           1,620           4,961         10,645
    General and administrative                                 121             560           1,388           2,088          4,118
    Research and development                                   393             150             458           1,418          3,852
    Patent litigation settlement                                --              --              --              --            600
                                                            ---------------------------------------------------------------------
    Total operating expenses                                   672           1,227           3,466           8,467         19,215
                                                            ---------------------------------------------------------------------

Income (loss) from operations                                 (657)             (2)             (5)           (387)         1,578
Total other income (expense)                                     1             (22)           (108)             35          1,111
                                                            ---------------------------------------------------------------------

Income (loss) before income taxes                             (656)            (24)           (113)           (352)         2,689
</TABLE>


                                       18
<PAGE>


<TABLE>
<S>                                                         <C>             <C>             <C>             <C>               <C>
Provision for income taxes                                      --              --              --              --            328
                                                            ---------------------------------------------------------------------

    Net income (loss)                                       $ (656)         $  (24)         $ (113)        $  (352)       $ 2,361
                                                            ---------------------------------------------------------------------

    Basic earnings (loss) per share                         $(0.12)         $(0.00)         $(0.02)        $ (0.05)       $  0.25
                                                            ---------------------------------------------------------------------

    Diluted earnings (loss) per share                       $(0.12)         $(0.00)         $(0.02)        $ (0.04)       $  0.24
                                                            ---------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                                                           March 31,
                                                            ---------------------------------------------------------------------
                                                              1994           1995             1996           1997           1998
                                                              ----           ----             ----           ----           ----
<S>                                                         <C>             <C>             <C>             <C>               <C>
Balance Sheet Data:

Cash and cash equivalents                                   $   25          $  128          $  525         $ 1,710        $ 6,217

Working capital (deficiency)                                   (33)             35           1,240           5,518         33,745
Total assets                                                   321           1,615           4,395          11,060         51,674
Total liabilities                                              196           1,289           3,026           4,973          9,565
Retained earnings (accumulated deficit)                     (1,067)         (1,091)         (1,203)         (1,556)           805
Stockholders' equity
                                                               124             326           1,369           6,087         42,109
</TABLE>


                                     PART II


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
        OF OPERATIONS

     The  following   discussion   should  be  read  in  conjunction   with  the
Consolidated  Financial  Statements  included  elsewhere  in this  Report.  This
discussion  contains  forward-looking  statements based on current  expectations
that involve risks and  uncertainties.  Actual results and the timing of certain
events may differ  significantly  from those  projected in such  forward-looking
statements due to a number of factors,  including those set forth in "Results of
Operations" in this Item and elsewhere in this Report.  See "ITEM 1 - Business -
Forward-Looking Statements" and Exhibit 99 to this Report.


                                       19
<PAGE>


     Overview

     The Company designs,  develops and manufactures digital imaging systems for
the dental and  medical  markets.  In the field of  dentistry,  the  Company has
developed  and  currently   manufactures  and  markets  an  intra-oral   digital
radiography  system.  The Company  has also  developed  a bone  mineral  density
assessment device to assist in the diagnosis and treatment of osteoporosis which
was  introduced  in December  1997.  The Company is also  developing  large-area
radiographic imaging devices for digital mammography.

     The Company's revenues during fiscal 1998 were derived primarily from sales
of its CDR(TM) and  accuDEXA(TM)  products and to a lesser  extent from sales of
its CDRCam(TM) and extended  warranties on its products.  The Company recognizes
revenue  on sales of its  products  at the time of  shipment  to its  customers.
Revenues from the sales of extended warranties are recognized on a straight-line
basis over the life of the  extended  warranty,  which is  generally  a one-year
period.  The Company  utilizes both a direct sales force and a limited number of
distributors  for sales of its products within the United States.  International
sales are made primarily through a network of independent foreign  distributors.
In fiscal 1998,  1997 and 1996 sales to customers  within the United States were
approximately  82%, 76% and 69% of total revenues,  respectively.  The Company's
international  sales are made  primarily  to  distributors  in  Western  Europe,
Russia,  Australia and South America. The Company intends to expand its business
in other international  markets,  including Asia. All of the Company's sales are
denominated in United States dollars.

     Costs  of  sales  consists  of  raw  materials  and  computer   components,
manufacturing labor,  facilities overhead,  product support,  warranty costs and
installation costs. The Company procures its APS and CCD semiconductor wafers, a
significant component of its products,  each from a single supplier. The Company
believes that  sourcing  from a single  supplier  provides  certain  competitive
advantages to the Company,  however during the fourth quarter of fiscal 1998 the
Company  experienced an interruption  in the supply flow from the supplier.  The
interruption in supply resulted in manufacturing and product shipment delays and
therefore  lower  revenues than  anticipated  during the fourth quarter of 1998.
Extended  interruptions  of this supply could have a material  adverse effect on
the Company's results of operations.  The Company believes that cost of sales as
a percentage of revenues in future  periods will continue to decrease due to the
introduction  of  new  products  and   manufacturing   technologies  and  higher
manufacturing  volumes  of  its  existing  products.  However,  as  the  Company
introduces new products,  cost of sales may initially be a higher  percentage of
net revenues until certain production efficiencies are achieved.

     Operating  expenses  include  selling and marketing  expenses,  general and
administrative  expenses  and  research and  development  expenses.  Selling and
marketing expenses consist of salaries and commissions, advertising, promotional
and sales  events  and  travel.  General  and  administrative  expenses  include
executive salaries,  professional fees, facilities,  overhead, accounting, human
resources, and general office administration expenses.  Research and development
expenses are comprised of salaries,  consulting  fees,  facilities  overhead and
testing materials used for basic scientific  research and the development of new
and  improved  products  and their  uses.  Research  and  development  costs are
expensed as incurred.  Development costs incurred to establish the technological
feasibility of software applications are expensed as incurred. While the Company
expects to continue to increase its selling and  marketing  activities,  develop
new  products  and enhance  existing  products,  it  anticipates  that its total
operating expenses as a percentage of revenues will decrease.


                                       20
<PAGE>


     Results Of Operations

     The following  table sets forth,  for the fiscal years  indicated,  certain
items  from  the  Statement  of  Operations  expressed  as a  percentage  of net
revenues:

                                                Year ended March 31,
                                        ----------------------------------- 
                                         1998           1997           1996
                                         ----           ----           ----

Revenue, net                            100.0%         100.0%         100.0%
Cost of sales                            45.9%          49.8%          49.1%
                                        ----------------------------------- 
Gross Profit                             54.1%          50.2%          50.9%

Operating expenses: 
   Selling and marketing                 27.7%          30.8%          23.8%
   General and administrative            10.7%          13.0%          20.4%
   Research and development              10.0%           8.8%           6.7%
   Patent litigation settlement           1.6%            --             --



Fiscal Year Ended March 31, 1998 as Compared to Fiscal Year Ended March 31, 1997

     Net revenues  increased  138.8% to $38.5  million in fiscal 1998 from $16.1
million  in fiscal  1997.  This  increase  was  attributable  principally  to an
increase  in the number of  CDR(TM)  products  sold.  Also  contributing  to the
increase was the introduction of the Company's accuDEXA(TM) bone mineral density
assessment  device in December  1997.  The number of CDR(TM)  products  sold was
positively  affected  by the  Company's  increased  expenditures  on  sales  and
marketing, personnel recruiting, selling events and other promotional activities
and the increased use of domestic distributors of dental and medical products.

     Cost of sales increased  120.1% to $17.7 million (45.9% of net revenues) in
fiscal  1998 from $8.0  million  (49.8% of net  revenues)  in fiscal  1997.  The
increase in cost of sales is directly  attributable  to the increase in sales of
the  Company's  products.  Cost of sales as a percentage  of revenues  decreased
during  fiscal  1998  as  compared  with  1997  due to  increased  manufacturing
efficiencies,  increased production yields, lower material costs, improved fixed
overhead  utilization,  product mix and decreased  warranty costs. The effect of
these  improvements  was partially  offset by a decline in  manufacturing  labor
productivity  attributable to the semiconductor wafer supply interruption during
the  fourth  quarter  as  discussed  above  and the  increased  use of  domestic
distributors.  During fiscal 1997 the Company recognized a non-recurring  charge
of $114,000 related to excess  inventory of a specific  component of its CDR(TM)
system.

     Selling and marketing  expenses increased 114.6% to $10.6 million (27.7% of
net revenues) in fiscal 1998 from $5.0 million (30.8% of net revenues) in fiscal
1997. This increase was  attributable  principally to the hiring and training of
new  salespeople  as the Company  continued to increase the size of its national
sales force. In addition,  the Company  significantly  increased its promotional
activities to create greater market  awareness,  and developed market strategies
for new products.


                                       21
<PAGE>


     General and administrative  expenses increased 97.2% to $4.1 million (10.7%
of net  revenues)  in fiscal 1998 from $2.1 million  (13.0% of net  revenues) in
fiscal 1997.  The decrease as a percentage of revenues in 1998 was  attributable
principally to increases in sales of the Company's products and partially offset
by growth in  administrative  expenditures,  primarily  the hiring of additional
administrative personnel.

     Expenses for research and  development in fiscal 1998  increased  171.7% to
$3.9 million (10.0% of net revenues) from $1.4 million (8.8% of net revenues) in
fiscal 1997. This increase was  attributable  principally to increased  research
and development expenses associated with the development of accuDEXA(TM), a bone
mineral density  assessment  device and  enhancements to the CDR(TM) system,  as
well as the CDRCam(TM),  and continued  development of a mammography system. All
research and development costs are expensed as incurred.

     In July 1997,  the Company,  in connection  with the  settlement of certain
pending patent litigation involving a United States patent directed to a display
for digital dental  radiographs,  was granted a worldwide,  non-exclusive  fully
paid license  covering such patent in  consideration of a payment by the Company
of $600,000, which constituted a fiscal 1998 operating expense.

     Interest  income  increased to $1.2 million in fiscal 1998 from $196,000 in
fiscal 1997.  This increase was due to higher cash balances and  investments  in
short-term interest-bearing securities which were purchased from the proceeds of
the Company's initial public offering.

     Interest  expense  decreased  to $77,000 in fiscal  1998 from  $161,000  in
fiscal 1997. Interest expense was principally  attributable to a loan from Merck
& Co.,  Inc.  (the  "Merck  Loan")  which was repaid  upon  consummation  of the
Company's initial public offering in July 1997.

     Income tax expense for fiscal  1998  reflects a combined  federal and state
effective tax rate of 12.2%. The low effective rate in fiscal 1998 was primarily
due to the  utilization  of  net  operating  loss  carryforwards,  research  and
development  tax credits  generated in prior years and the reversal of valuation
reserves provided for deferred tax assets in prior years.

     Fiscal Year Ended March 31, 1997 as Compared to Fiscal Year Ended March 31,
1996.  

     Net  revenues  increased  136.6% to $16.1  million in fiscal 1997 from $6.8
million  in fiscal  1996.  This  increase  was  attributable  principally  to an
increase in the number of CDR(TM) products sold which was positively affected by
the  Company's  increased   expenditures  on  sales  and  marketing,   personnel
recruiting,  selling  events  and  other  promotional  activities.  The  Company
believes  that net revenues  will continue to increase as the Company sells more
CDR(TM) products and introduces new products.

     Cost of sales  increased  139.9% to $8.0 million (49.8% of net revenues) in
fiscal 1997 from $3.3 million  (49.1% of net  revenues) in fiscal 1996.  Cost of
sales as a  percentage  of  revenues  was  relatively  stable in fiscal  1997 as
improved   manufacturing   efficiencies  and  fixed  overhead  utilization  were
partially offset by increases in the cost of certain computer  components of the
CDR(TM)  system as well as increased  customer  service costs.  In addition,  in
fiscal 1997,  the


                                       22
<PAGE>


Company recognized a non-recurring  charge of approximately  $114,000 related to
excess inventory of a specific component of its CDR(TM) system.

     Selling and marketing  expenses  increased 206.3% to $5.0 million (30.8% of
net revenues) in fiscal 1997 from $1.6 million (23.8% of net revenues) in fiscal
1996. This increase was  attributable  principally to the hiring and training of
new salespeople as the Company completed the establishment of its national sales
force.  In  addition,  the  Company  significantly   increased  its  promotional
activities to create greater market  awareness,  and developed market strategies
for new products.

     General and administrative  expenses increased 50.4% to $2.1 million (13.0%
of net  revenues)  in fiscal 1997 from $1.4 million  (20.4% of net  revenues) in
fiscal  1996.  This  decrease  as a  percentage  of  revenues  was  attributable
principally to increases in sales of the Company's products and partially offset
by growth in administrative expenditures.  This decrease was partially offset by
an increase in legal fees associated with certain patent infringement litigation
in the amount of $509,000.

     Expenses for research and  development in fiscal 1997  increased  209.5% to
$1.4 million  (8.8% of net  revenues)  from  $458,000  (6.7% of net revenues) in
fiscal 1996. This increase was  attributable  principally to increased  research
and  development  expenses  associated  with the  development  of a bone mineral
density  measurement  device and enhancements to the CDR(TM) system,  as well as
the CDRCam(TM), and initial development of a mammography system.

     Interest income increased to $196,000 in fiscal 1997 from $15,000 in fiscal
1996.  This  increase  was  due to  higher  cash  balances  and  investments  in
interest-bearing  securities  which were  purchased from the proceeds of the May
1996  equity  private  placement  and  from  the  proceeds  of  the  convertible
promissory  notes issued by the Company in  connection  with a June 1995 private
placement (the '12.5% Notes Payable'). Interest expense increased to $161,000 in
fiscal 1997 from  $123,000 in fiscal  1996.  Interest  expense was  attributable
principally to the  outstanding  secured notes and the 12.5% Notes Payable prior
to their conversion into Common Stock at various dates in fiscal 1997.

     The  following  table  sets forth  certain  unaudited  quarterly  financial
information  for each of the eight  quarters in the period ended March 31, 1998.
This  information  is  presented  on the  same  basis as the  audited  financial
statements  appearing  elsewhere  in this  Report  and,  in the  opinion  of the
Company,   includes  all  adjustments   (consisting  only  of  normal  recurring
adjustments)  necessary to present fairly the unaudited  quarterly results.  The
quarterly  results should be read in conjunction  with the audited  consolidated
financial  statements  of the Company and related notes  thereto.  The operating
results for any quarter are not necessarily  indicative of the operating results
for any future period.  In addition,  the Company's CDR(TM) products are subject
to seasonal  variations.  Historically the Company has experienced  higher sales
growth  rates in its first and third  fiscal  quarters  than in its  second  and
fourth fiscal quarters. 


                                       23
<PAGE>


<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                  ----------------------------------------------------------------------------------------
                                  June 30,  Sept. 30,   Dec. 31,   Mar. 31,   June 30,   Sept. 30,   Dec. 31,    Mar. 31,
                                    1996       1996       1996       1997       1998       1998        1998        1998
                                  --------  ---------   --------   --------   --------   ---------   --------    --------
                                                                 (In thousands, unaudited)
<S>                                <C>        <C>        <C>        <C>        <C>        <C>         <C>         <C>    
Statement of Operations Data:
Revenue, net                       $2,627     $3,160     $4,954     $5,360     $6,040     $8,224      $11,912     $12,275
Cost of sales                       1,440      1,631      2,360      2,590      2,831      3,867        5,529       5,431
                                  ----------------------------------------------------------------------------------------
Gross Profit                        1,187      1,529      2,594      2,770      3,209      4,357        6,383       6,844

Gross Profit Margin                  45.2%      48.4%      52.4%      51.7%      53.1%      53.0%        53.6%       55.8%

Operating expenses                  1,483      1,827      2,592      2,565      3,912      3,910        5,384       6,009

Income (loss) from operations        (297)      (297)         2        205       (703)       447          999         835

Net income (loss)                    (317)      (294)        20        239       (697)     1,010        1,225         823
</TABLE>




The  Company  may  in  the  future  experience  significant   quarter-to-quarter
fluctuations in its results of operations, which may result in volatility in the
price of the  Company's  common  stock.  Quarterly  results  of  operations  may
fluctuate  as a  result  of a  variety  of  factors,  including  demand  for the
Company's products,  the introduction of new or enhanced products by the Company
or its competitors, market acceptance of new products, the timing of significant
marketing programs, the commencement of new product development programs, supply
and  manufacturing  delays,  the extent  and timing of the hiring of  additional
personnel,   competitive   conditions  in  the  industry  and  general  economic
conditions. See Exhibit 99 to this Report.

LIQUIDITY AND CAPITAL RESOURCES

At March 31,  1998 the Company  had $6.2  million in cash and cash  equivalents,
$14.0 million in short term  investments  and $33.7  million in working  capital
compared  to  $1.7  million  in cash  and  cash  equivalents,  $2.3  million  in
short-term investments and $5.5 million in working capital at March 31, 1997.

     The  increase  in  working   capital  at  March  31,  1998,   is  primarily
attributable  to the net proceeds  received from the issuance and sale of common
stock in connection with the Company's IPO.

     On July 7, 1997,  the Company sold  1,750,000  shares of common stock in an
IPO at a price of $18.50 per share,  resulting in net proceeds to the Company of
approximately  $29 million after deducting  expenses.  In addition,  on July 10,
1997, the Company received approximately $4.5 million, net of expenses, upon the
exercise of the underwriters'  over-allotment  option to purchase 262,500 shares
of common  stock.  A portion of the proceeds from the IPO was used to retire the
outstanding  notes payable in the principal  amount of $1.5 million and interest
of $144 thousand.  Additional  proceeds were used to purchase assets in Keystone
Dental X-Ray Inc.  ("Keystone") and a minority interest in Photobit  Corporation
("Photobit") as described below. The remaining


                                       24
<PAGE>


proceeds  are  expected  to be used (i) to expand  the  Company's  research  and
development capabilities,  (ii) to expand its sales and marketing efforts, (iii)
for working capital and general  corporate  purposes,  and (iv) for expansion of
the  Company's  facilities.  Pending  such uses,  the  Company  invests  the net
proceeds in investment-grade,  interest-bearing  securities.  From time to time,
the  Company may  evaluate  potential  acquisitions  of assets,  businesses  and
product  lines,  which would  complement or enhance the business of the Company.
Depending  on the cash  requirements  of any such  acquisition,  the Company may
finance  such  acquisition,  in  whole  or in part,  with a  portion  of the net
remaining proceeds of the IPO.

     On September 24, 1997, the Company's wholly-owned subsidiary,  Schick X-Ray
Corporation,   acquired  certain  assets  of  Keystone  Dental  X-Ray,  Inc.,  a
manufacturer of x-ray equipment for the medical and dental  radiology field, for
$1.5 million in cash. Schick X-Ray acquired inventory,  manufacturing equipment,
tooling and intellectual  property. The acquisition has been accounted for using
the purchase method.

     On September 30, 1997, the Company  purchased a minority  interest of 5% in
Photobit   Corporation,   a  developer  of  sensor   imaging   technology,   for
approximately $1.0 million.  The Company is the exclusive licensee from Photobit
Corporation of a certain  technology for medical  applications  and utilizes the
technology in its bone mineral density assessment device and its CDR(TM) system.

     In fiscal  1998,  cash used in  operations  was $9.4 million as compared to
$274,000 in fiscal 1997.  This increase was primarily  attributable to increases
in the Company's inventory and accounts receivable  resulting from its increased
level of operations.

     The Company's capital expenditures in fiscal 1998 increased to $4.7 million
from $1.1 million in fiscal 1997  primarily  due to the  purchase of  additional
production equipment and leasehold improvements.

     Management  currently believes that existing capital resources are adequate
to meet its current cash requirements for 18-24 months.


     Recently Issued Accounting Standards

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting  Comprehensive  Income" ("FAS
130"), which requires the presentation of the components of comprehensive income
in a company's financial  statements for reporting periods beginning  subsequent
to  December  15,  1997.  Comprehensive  income is defined  as the  changes in a
Company's equity during a financial reporting period from transactions and other
events  and   circumstances   from  non-owner  sources   (including   cumulative
translation adjustments, minimum pension liabilities and unrealized gains/losses
on available  for sale  securities).  The adoption of FAS 130 is not expected to
have a material impact on the Company's financial statements.


                                       25
<PAGE>


     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  131,  "Disclosure  about  Segments  of an
Enterprise  and Related  Information"  ("FAS 131"),  which  requires that public
business  enterprises report certain  information about operation  segments.  It
also requires that public business  enterprises report certain information about
their  products and services,  geographic  areas in which they operate and major
customers.  FAS 131 is effective for fiscal years  beginning  after December 15,
1997. In the initial year of  application,  comparative  information for earlier
years  must be  restated.  The  adoption  of FAS 131 is not  expected  to have a
material impact on the Company's existing disclosures.


     Year 2000 Compliance

     The year 2000 issue is the result of computer  programs being written using
two digits rather than four to define the applicable year. In other words , date
sensitive  software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in system failures or  miscalculations  causing
disruptions  of operation,  including,  among others,  a temporary  inability to
process  transactions,  send  invoices  or engage  in  similar  normal  business
activities.  The Company is  assessing  the  internal  readiness of its computer
systems and the  readiness of third  parties  which  interact with the Company's
systems.  The Company  plans to devote the  necessary  resources  to resolve all
significant year 2000 issues in a timely manner.  Costs associated with the year
2000 assessment and correction of problems noted are expensed as incurred. Based
on management's  current  assessment,  it does not believe that the cost of such
actions will have a material  effect on the  Company's  results of operations or
financial condition.  The Company has not fully evaluated the impact of the Year
2000 issue on its suppliers and  customers.  The Company is currently  unable to
predict  the extent to which the Year 2000 issue will effect its  suppliers  and
customers,  or the extent to which it would be  vulnerable  to its  suppliers or
customers'  failure to remedy  Year 2000  issues on a timely  basis.  If a major
supplier or customer  fails to convert its systems on a timely basis the Company
could be materially adversely affected. See "ITEM 1. Business - Year 2000."



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The response to this item is submitted as a separate section of this Annual
Report commencing on page F-1.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DATA

     Not applicable


                                       26
<PAGE>


                                    PART III

     In connection  with the 1998 Annual Meeting of Stockholders of the Company,
the Company intends to furnish stockholders with proxy materials which set forth
the  information  required by Items 11, 12, and 13 of this Part III. The Company
expects to file copies of such  material  with the  Commission  pursuant to Rule
14a-6c  promulgated  under the  Securities and Exchange Act of 1934, as amended,
not later than 120 days after the end of the fiscal year  covered by this Annual
Report on Form 10-K.


                                       27
<PAGE>


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K


SCHICK TECHNOLOGIES, INC.
Index to Consolidated Financial Statements
<TABLE>
<CAPTION>
                                                                                        Page

<S>                                                                                     <C>
Index to Consolidated Financial Statements ...........................................  F-1

Report of Independent Accountants ....................................................  F-2

Consolidated Balance Sheet as of March 31, 1998 and 1997 .............................  F-3

Consolidated Statement of Operations for the years ended March 31, 1998, 
  1997 and 1996 ......................................................................  F-4

Consolidated Statement of Changes in Stockholders' Equity for the years ended
  March 31, 1998, 1997 and 1996 ......................................................  F-5

Consolidated Statement of Cash Flows for the years ended March 31, 1998, 
  1997 and 1996 ......................................................................  F-6

Notes to Consolidated Financial Statements ...........................................  F-7
</TABLE>



                                      F-1
<PAGE>



                        Report of Independent Accountants


To the Board of Directors
and Shareholders of Schick Technologies, Inc.

In our opinion,  the  accompanying  consolidated  balance  sheet and the related
consolidated statements of operations, of changes in stockholders' equity and of
cash flows present fairly, in all material  respects,  the financial position of
Schick  Technologies,  Inc. at March 31,  1998 and 1997,  and the results of its
operations  and its cash flows for each of the three  years in the period  ended
March 31, 1998 in conformity  with  generally  accepted  accounting  principles.
These financial  statements are the responsibility of the Company's  management;
our responsibility is to express an opinion on these financial  statements based
on our audits.  We conducted our audits of these  statements in accordance  with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.



Price Waterhouse LLP
New York, New York
June 9, 1998


                                      F-2
<PAGE>


Schick Technologies, Inc.
Consolidated Balance Sheet
(In thousands, except share amounts)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                March 31,
                                                                                      -----------------------------
                                                                                        1998                 1997
                                                                                      --------             --------
<S>                                                                                   <C>                  <C>     
Assets
   Current assets
      Cash and cash equivalents                                                       $  6,217             $  1,710
      Short-term investments (Note 7)                                                   14,022                2,313
      Accounts receivable, net of allowance for
        doubtful accounts of $200 in 1998 and $50 in 1997                               10,173                1,928
      Inventories (Note 5)                                                              12,152                2,511
      Prepayments and other current assets (Note 14)                                       746                  327
                                                                                      --------             --------
        Total current assets                                                            43,310                8,789

Equipment, net (Note 6)                                                                  5,801                1,645
Investments (Notes 6 and 16)                                                             1,000                  490
Deferred tax asset (Note 9)                                                                349                   --
Other assets                                                                             1,214                  136
                                                                                      --------             --------
        Total assets                                                                  $ 51,674             $ 11,060
                                                                                      ========             ========

Liabilities and Stockholders' Equity
Current liabilities
   Accounts payable and accrued expenses                                              $  7,010             $  2,102
   Accrued salaries and commissions                                                      1,473                  540
   Deferred revenue                                                                        362                  141
   Deposits from customers                                                                 331                  137
   Provision for warranty obligations                                                      245                  329
   Income taxes payable                                                                    144                   --
   Capital lease obligations, current                                                       --                   22
                                                                                      --------             --------
        Total current liabilities                                                        9,565                3,271
                                                                                      --------             --------
Notes payable (Note 8)                                                                      --                1,513
Accrued interest on notes payable                                                           --                  102
Capital lease obligations, long term                                                        --                   87
                                                                                      --------             --------
        Total liabilities                                                                9,565                4,973

Commitments (Note 11)                                                                       --                   --

Stockholders' equity
   Preferred stock ($0.01 par value; 2,500,000
      shares authorized, none issued and outstanding)                                       --                   --
   Common stock ($.01 par value; 25,000,000 shares authorized;
      9,992,057 and 7,957,231 shares issued and outstanding)                               100                   80
   Additional paid-in capital                                                           41,204                7,563
   Retained earnings (accumulated deficit)                                                 805               (1,556)
                                                                                      --------             --------
      Total stockholders' equity                                                        42,109                6,087
                                                                                      --------             --------
      Total liabilities and stockholders' equity                                      $ 51,674             $ 11,060
                                                                                      ========             ========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      F-3
<PAGE>


Schick Technologies, Inc.
Consolidated Statement of Operations
(In thousands, except per share amounts)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               Year Ended March 31,
                                                                --------------------------------------------------
                                                                  1998                 1997                 1996
                                                                --------             --------             --------
<S>                                                             <C>                  <C>                  <C>     
Revenues, net                                                   $ 38,451             $ 16,101             $  6,804
Cost of sales                                                     17,658                8,021                3,343
                                                                --------             --------             --------
        Gross profit                                              20,793                8,080                3,461
                                                                --------             --------             --------

Operating expenses
   Selling and marketing                                          10,645                4,961                1,620
   General and administrative                                      4,118                2,088                1,388
   Research and development                                        3,852                1,418                  458
   Patent litigation settlement                                      600                   --                   --
                                                                --------             --------             --------
        Total operating expenses                                  19,215                8,467                3,466
                                                                --------             --------             --------
        Income (loss) from operations                              1,578                 (387)                  (5)
                                                                --------             --------             --------

Other income (expense)
      Interest income                                              1,188                  196                   15
      Interest expense                                               (77)                (161)                (123)
                                                                --------             --------             --------
        Total other income (expense)                               1,111                   35                 (108)
                                                                --------             --------             --------
        Income (loss) before income taxes                          2,689                 (352)                (113)
                                                                --------             --------             --------
        Provision for income taxes                                   328                   --                   --
                                                                --------             --------             --------
        Net income (loss)                                       $  2,361             $   (352)            $   (113)
                                                                ========             ========             ======== 
        Basic earnings (loss) per share                         $   0.25             $  (0.05)            $  (0.02)
                                                                ========             ========             ======== 
        Diluted earnings (loss) per share                       $   0.24             $  (0.04)            $  (0.02)
                                                                ========             ========             ======== 
</TABLE>




The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                      F-4
<PAGE>

Schick Technologies, Inc.
Consolidated Statement of Changes in Stockholders' Equity
(In thousands, except share amounts)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                        Retained
                                                                   Common Stock          Additional     Earnings         Total
                                                              -----------------------      Paid-in    (Accumulated    Stockholders'
                                                               Shares         Amount       Capital       Deficit)        Equity
                                                              ---------     ---------     ---------     ---------      ---------
<S>                                                           <C>           <C>           <C>           <C>            <C>      
Balance at April 1, 1995                                      6,368,463     $      64     $   1,353     $  (1,091)     $     326

   Issuance of compensatory common stock
      to employees, director and others                          73,184             1           130            --            131
   Issuance of common stock upon
      conversion of stockholder loans                           126,823             1           199            --            200
   Issuance of common stock upon
      conversion of notes payable                               484,400             5           820            --            825
   Net loss                                                          --            --            --          (113)          (113)
                                                              ---------     ---------     ---------     ---------      ---------

Balance at March 31, 1996                                     7,052,870            71         2,502        (1,204)         1,369

   Issuance of common stock upon
      conversion of notes payable                               376,446             4           729            --            733
   Issuance and sale of common
      stock and warrants                                        526,470             5         4,307            --          4,312
   Issuance of compensatory
      stock options to employees                                     --            --            13            --             13
   Issuance of compensatory
      common stock to an employee                                 1,445            --            12            --             12
   Net loss                                                          --            --            --          (352)          (352)
                                                              ---------     ---------     ---------     ---------      ---------

Balance at March 31, 1997                                     7,957,231            80         7,563        (1,556)         6,087

   Issuance and sale of common stock in initial
      public offering                                         2,012,500            20        33,488            --         33,508
   Issuance of common stock upon
      exercise of stock options                                   2,479            --            18            --             18
   Issuance of common stock upon
      exercise of warrants                                       19,847            --           100            --            100
   Issuance of compensatory
      stock options to employees                                     --            --            35            --             35
   Net income                                                        --            --            --         2,361          2,361
                                                              ---------     ---------     ---------     ---------      ---------

Balance at March 31, 1998                                     9,992,057     $     100     $  41,204     $     805      $  42,109
                                                              =========     =========     =========     =========      =========
</TABLE>




The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                      F-5
<PAGE>

Schick Technologies, Inc.
Consolidated Statement of Cash Flows
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  For the Year Ended March 31,
                                                                                             --------------------------------------
                                                                                               1998           1997           1996
                                                                                             --------       --------       --------
<S>                                                                                          <C>            <C>            <C>      
Net cash flows from operating activities
   Net income (loss)                                                                         $  2,361       $   (352)      $   (113)
   Adjustments to reconcile net income (loss) to
      net cash used in operating activities
        Depreciation and amortization                                                             943            318            210
        Stock and option grant compensation                                                        35             25            131
        Accrued interest on investments                                                          (428)           (53)            --
        Non-cash interest expense                                                                  --             98             51
        Changes in assets and liabilities, net of effects of business acquired
          Accounts receivable                                                                  (8,245)          (983)          (495)
          Inventories                                                                          (9,474)          (553)        (1,233)
          Prepayments and other current assets                                                   (419)          (167)          (140)
          Other assets                                                                            (61)          (115)          (115)
          Deferred income taxes                                                                  (349)            --             --
          Accounts payable and accrued expenses                                                 5,757          1,212            900
          Income taxes payable                                                                    144             --             --
          Deferred revenue                                                                        221            141             --
          Deposits from customers                                                                 194             53             68
          Accrued interest on notes payable                                                      (102)           102             --
                                                                                             --------       --------       --------
             Net cash used in operating activities                                             (9,423)          (274)          (736)
                                                                                             --------       --------       --------

Cash flows from investing activities
   Capitalization of software development costs                                                  (165)            --             --
   Business acquisition                                                                        (1,450)            --             --
   Purchase of minority interest in Photobit Corporation                                       (1,000)            --             --
   Purchase of held-to-maturity investments                                                   (23,425)        (6,619)            --
   Purchase of available-for-sale investments                                                      --           (990)            --
   Proceeds from maturities of held-to-maturity investments                                    12,144          4,359             --
   Proceeds from redemption of available-for-sale investments                                     490            500             --
   Capital expenditures                                                                        (4,668)        (1,082)          (570)
                                                                                             --------       --------       --------
             Net cash used in investing activities                                            (18,074)        (3,832)          (570)
                                                                                             --------       --------       --------

Cash flows from financing activities
   Net proceeds from issuance and sale of common stock and warrants                                --          4,312             --
   Net proceeds from issuance and sale of common stock                                         33,626             --             --
   Proceeds from issuance of long-term notes                                                       --          1,000          1,457
   Proceeds from issuance of short-term notes                                                      --             --            500
   Repayments of short-term debt                                                                   --             --           (163)
   Repayments of loan payable to stockholder                                                       --             --            (50)
   Other                                                                                           --             --            (36)
   Principal payments on capital lease obligations                                               (109)           (21)            (5)
   Repayment of notes payable                                                                  (1,513)            --             --
                                                                                             --------       --------       --------
             Net cash provided by financing activities                                         32,004          5,291          1,703
                                                                                             --------       --------       --------

Net increase in cash and cash equivalents                                                       4,507          1,185            397
Cash and cash equivalents at
   beginning of year                                                                            1,710            525            128
                                                                                             --------       --------       --------
Cash and cash equivalents at
   end of year                                                                               $  6,217       $  1,710       $    525
                                                                                             ========       ========       ========
</TABLE>





The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                      F-6
<PAGE>


Schick Technologies, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------

1.   Organization and Business

     Schick Technologies,  Inc. (the "Company") designs, develops,  manufactures
     and markets  digital imaging systems and devices for the dental and medical
     markets  that  utilize low dosage  radiation  to produce  instant  computer
     generated  high  resolution  electronic  x-ray  images.  The  Company  is a
     supplier of an  intra-oral  computed  dental  x-ray  imaging  system to the
     dental  industry and in December  1997  introduced  a bone mineral  density
     assessment device for the medical market.  The Company's  products are sold
     worldwide.

     The  consolidated  financial  statements  of the Company at March 31, 1998,
     include the  accounts of the  Company  and its wholly  owned  subsidiaries,
     Schick New York (as hereinafter defined) and Schick X-Ray Corporation.

2.   Restructuring and Recapitalization

     In connection with the Company's  initial public offering (the "IPO") under
     the  Securities  Act of  1933,  as  amended,  the  Company  engaged  in the
     following restructuring and recapitalization  transactions.  In April 1997,
     the Company and its wholly owned  subsidiary,  STI Acquisition  Corporation
     ("STI")  were  formed  under the  General  Corporation  Law of the State of
     Delaware  for the  purpose of forming a holding  company and  changing  the
     state of incorporation of Schick Technologies, Inc., a New York Corporation
     ("Schick New York" or the  "Predecessor  Corporation").  Effective  June 4,
     1997 (pursuant to a merger  agreement  among the Company,  the  Predecessor
     Corporation  and STI),  the Company issued  7,957,231  shares of its common
     stock for all the outstanding common stock of the Predecessor  Corporation.
     STI and the Predecessor  Corporation merged and the Predecessor Corporation
     was the survivor of the merger, and became a wholly-owned subsidiary of the
     Company.  In connection with the restructuring  and merger,  the holders of
     the Predecessor  Corporation's  outstanding  warrants and options converted
     such  warrants  and options to similar  warrants and options of the Company
     (based on the same ratio of exchange, 2.8 shares for 1 share, applicable to
     the common stock exchange).

     The 1996 Stock Option Plan of the  Predecessor  Corporation  was amended by
     the Company and the shares available for issuance pursuant to the Plan were
     adjusted to 470,000.  The Company  also  implemented  its 1997 Stock Option
     Plan for Non-Employee Directors ("the Directors Plan") whereby nonqualified
     options to purchase up to 35,000 shares of the  Company's  common stock may
     be  granted  to  non-employee  directors.  Each  option  granted  under the
     Directors Plan becomes  exercisable on the second  anniversary  date of its
     grant and must have an exercise price equal to the fair market value of the
     Company's common stock on the date of grant.

     All common  shares,  stock  options,  warrants  and  related per share data
     reflected in the accompanying  financial  statements and notes thereto have
     been  presented  as if the  recapitalization  had  been  effective  for all
     periods presented.

     References herein to the operations and historical financial information of
     the  "Company"  prior  to  the  date  of  the  restructuring  refer  to the
     operations  and  historical   financial   information  of  the  Predecessor
     Corporation.

3.   Summary of Significant Accounting Policies

     Basis of consolidation

     The accompanying  consolidated financial statements include the accounts of
     the Company and its wholly owned  subsidiaries.  All material  intercompany
     accounts and transactions have been eliminated in consolidation.


                                      F-7
<PAGE>


Schick Technologies, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------

     Accounting 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
     the  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 equivalents

     Cash equivalents  consist of short-term,  highly liquid  investments,  with
     original maturities of less than three months when purchased and are stated
     at cost. Interest is accrued as earned.

     Investments

     Investments  with  original  maturities  greater than three months and less
     than one year when  purchased are  classified  as  short-term  investments.
     Investments  with  maturities  of greater than one year when  purchased are
     classified as long-term investments. Investments are further categorized as
     being   available  for  sale  or  are  expected  to  be   held-to-maturity.
     Investments  categorized  as available  for sale are recorded at fair value
     based on  fluctuations  of the  market  value of the  securities,  with the
     resulting  adjustments,  net of deferred taxes,  reported as a component of
     stockholder's   equity   until   realized.   Investments   categorized   as
     held-to-maturity  are carried at amortized  cost,  without  recognition  of
     gains or losses  that are deemed to be  temporary,  because the Company has
     both the intent and the ability to hold these investments until they mature
     (see Note 7).

     Inventories

     Inventories  are  stated at the lower of cost  (determined  on a  first-in,
     first-out basis) or market value.

     Equipment

     Equipment is stated at cost.  Depreciation is provided on the straight-line
     method over the estimated  useful lives of the respective  assets,  none of
     which exceeds seven years.

     Revenue recognition

     Revenues  from sales of the  Company's  hardware and software  products are
     recognized  at the time of shipment to  customers.  Amounts  received  from
     customers in advance of product  shipment are  classified  as deposits from
     customers.  Revenues from the sale of extended  warranties on the Company's
     products  are  recognized  on a  straight-line  basis  over the life of the
     extended  warranty,  which is  generally  for a one year  period.  Deferred
     revenues relate to extended warranty fees which have been paid by customers
     prior to the performance of extended warranty services.

     Advertising costs

     Advertising  costs included in selling and marketing  expenses are expensed
     as incurred  and were  $1,484,  $906 and $349 for the years ended March 31,
     1998, 1997 and 1996, respectively.

     Warranties

     The Company  provides its customers with a limited  product  warranty for a
     period of one year  subsequent  to the sale of its  products.  The  Company
     recognizes estimated costs associated with the limited warranty at the time
     of sale of its products.

     Research and development

     Research and  development  costs  consist of  expenditures  covering  basic
     scientific  research  and the  application  of  scientific  advances to the
     development  of new and  improved  products  and their uses.  Research  and
     development costs are expensed as incurred.


                                      F-8
<PAGE>


Schick Technologies, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------

     Software  development  costs for external use software  incurred  after the
     establishment of technological feasibility are capitalized and amortized to
     cost of revenues on a straight line basis over the expected  useful life of
     the software.  Software  development costs incurred prior to the attainment
     of  technological  feasibility are considered  research and development and
     are  expensed as  incurred.  Costs of software  developed  for internal use
     incurred  during the  development of the  application  are  capitalized and
     amortized to operating  expense on a straight  line basis over the expected
     useful life of the software.

     The Company capitalized $165 of software  development costs during the year
     ended  March 31, 1998 and  recorded  amortization  expense  related to such
     capitalized costs of $7 during 1998.

     Income taxes

     Income  taxes are  accounted  for under  the  asset and  liability  method.
     Deferred  income  taxes are  recorded  for  temporary  differences  between
     financial  statement  carrying  amounts  and the tax  basis of  assets  and
     liabilities.  Deferred  tax assets and  liabilities  reflect  the tax rates
     expected  to be in  effect  for the  years in  which  the  differences  are
     expected to reverse. A valuation allowance is provided if it is more likely
     than not that some or all of the deferred tax asset will not be realized.

     Fair value of financial instruments

     The  carrying  value  of cash and cash  equivalents,  accounts  receivable,
     accounts  payable and accrued expenses  approximates  fair value due to the
     relatively short maturity of these instruments.

     New accounting pronouncements

     In June 1997, the Financial  Accounting Standards Board issued statement of
     Financial  Accounting Standards No. 130, "Reporting  Comprehensive  Income"
     ("FAS  130"),   which  requires  the  presentation  of  the  components  of
     comprehensive  income in a company's  financial  statements  for  reporting
     periods beginning subsequent to December 15, 1997.  Comprehensive income is
     defined as the change in a company's  equity  during a financial  reporting
     period from transactions and other events and circumstances  from non-owner
     sources  (including  cumulative  translation  adjustments,  minimum pension
     liabilities and unrealized  gains/losses on available for sale securities).
     The  adoption of FAS 130 is not  expected to have a material  impact on the
     Company's financial statements.

     In June 1997, the Financial  Accounting Standards Board issued statement of
     Financial  Accounting  Standards No. 131,  "Disclosure about Segments of an
     Enterprise and Related Information" ("FAS 131"), which requires that public
     business  enterprises report certain  information about operating segments.
     It  also  requires  that  public   business   enterprises   report  certain
     information  about their products and services,  geographic  areas in which
     they operate and major  customers.  FAS 131 is  effective  for fiscal years
     beginning  after  December  31, 1997.  In the initial year of  application,
     comparative information for earlier years must be restated. The adoption of
     FAS 131 is not expected to have a material impact on the Company's existing
     disclosure.

4.   Earnings (loss) per share

     Effective  December 31, 1997,  the Company  adopted  statement of Financial
     Accounting  Standards  No.  128,  "Earnings  per Share"  ("FAS  128") which
     requires presentation of basic earnings per share ("Basic EPS") and diluted
     earnings  per share  ("Diluted  EPS").  Basic EPS is  computed  by dividing
     income available to common stockholders by the  weighted-average  number of
     common shares  outstanding  during the period.  Diluted EPS gives effect to
     all dilutive  potential common shares  outstanding  during the period.  The
     computation  of  Diluted  EPS  does  not  assume  conversion,  exercise  or
     contingent exercise of securities that would have an antidilutive effect on
     earnings.


                                      F-9
<PAGE>


Schick Technologies, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------

     All prior periods presented have been restated for the adoption of FAS 128.
     The adoption of FAS 128 did not have a  significant  impact on the loss per
     share of prior periods.

     The  computations of basic earnings  (loss) per share and diluted  earnings
     (loss) per share for the years ended March 31,  1998,  1997 and 1996 are as
     follows:


<TABLE>
<CAPTION>
                                                                  1998                1997                 1996
                                                               ----------         -----------          -----------
     <S>                                                       <C>                <C>                  <C>         
     Net income (loss) available to common stockholders        $    2,361         $      (352)         $      (113)
     Interest on convertible notes                                                         23
                                                               ----------         -----------          -----------
     Income (loss) for diluted earnings per share              $    2,361         $      (329)         $      (113)
                                                               ==========         ===========          ===========
     Weighted average shares outstanding for basic
        earnings (loss) per share                               9,474,590           7,643,307            6,416,644
     Dilutive effect of stock options and warrants                339,464                  --                   --
                                                               ----------         -----------          -----------
     Weighted average shares outstanding for diluted
        earnings (loss) per share                               9,814,054           7,643,307            6,416,644
     
     Basic earnings (loss) per share                           $     0.25         $     (0.05)         $     (0.02)
                                                               ==========         ===========          ===========
     
     Diluted earnings (loss) per share                         $     0.24         $     (0.04)         $     (0.02)
                                                               ==========         ===========          ===========
</TABLE>


5.   Inventories

     Inventories at March 31, 1998 and 1997 are comprised of the following:


                                                        1998              1997
                                                       -------           -------
     
     Raw materials                                     $ 7,108           $ 1,671
     Work-in-process                                     3,466               422
     Finished goods                                      1,578               418
                                                       -------           -------
     
           Total inventories                           $12,152           $ 2,511
                                                       =======           =======

6.   Equipment

     Equipment at March 31, 1998 and 1997 is comprised of the following:


                                      F-10
<PAGE>


Schick Technologies, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------

                                                           1998           1997
                                                         -------        -------
     
     Production equipment                                $ 3,300        $   965
     Computer and communications equipment                 1,096            411
     Demonstration equipment                                 934            313
     Leasehold improvements                                1,169            192
     Other equipment                                         608            202
                                                         -------        -------
     
           Total equipment                                 7,107          2,083
     
     Less - accumulated depreciation                      (1,306)          (438)
                                                         -------        -------
     
           Equipment, net                                $ 5,801        $ 1,645
                                                         =======        =======




     At March 31, 1997,  production  equipment  included  approximately  $135 of
     equipment acquired under capital leases. During 1998, the Company purchased
     such equipment from the lessor.

7.   Investments in Debt Securities

     Held-to-maturity  securities  at March 31,  1998 and 1997  consist of short
     term U.S.  Treasury and  government  agency debt  securities of $14,022 and
     $2,313,  on an amortized  cost basis,  with maturity dates of less than one
     year.  Available for sale securities of $490 at March 31, 1997,  consist of
     long term U.S.  government  agency debt securities and are recorded at fair
     value.  The gross unrealized gains and losses at March 31, 1998 and 1997 by
     type of security were insignificant.

8.   Notes Payable

     Secured note

     In January and March 1996, the Company issued secured short term promissory
     notes to a third party.  In August  1996,  the  aggregate  principal of the
     notes,  $500 plus  accrued  but unpaid  interest  in the amount of $13 were
     consolidated  into a long term note payable pursuant to a secured term loan
     agreement with the third party.

     Under the  provisions  of the  secured  term  loan  agreement  the  Company
     received additional  proceeds of $1,000 upon execution,  in August 1996, of
     the agreement.  The note bore interest at a rate of prime plus two percent,
     subject to annual  adjustment on the anniversary  date of the note, and was
     due and payable together with accrued but unpaid interest, upon the earlier
     of (a) February 7, 1999, or (b) the declaration of the  effectiveness  of a
     registration  statement  filed  pursuant to the  Securities  Act of 1933 in
     connection with an initial public offering of the Company's common stock.

     The proceeds of the note were  restricted for use by the Company solely for
     the  purposes of  developing,  obtaining  regulatory  approval,  conducting
     clinical  studies,  establishing  manufacturing  operations and selling and
     marketing a bone mineral density assessment device. The note was secured by
     the accounts receivable and inventories of the Company.

     In July 1997,  upon the declaration of the  effectiveness  of the Company's
     registration  statement  on Form S-1,  the  Company  repaid the note in the
     principal  amount of $1,513 and accrued  interest  thereon in the amount of
     $144.

     12.5% Notes

     On various dates during 1996,  the Company  secured  promissory  notes (the
     "12.5% Notes"),  in the cumulative  principal amount of $1,457,  which bore
     interest at a rate of 12.5% per annum and matured two


                                      F-11
<PAGE>


Schick Technologies, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------

     years from the date of issuance.  Principal  repayment  was  required  upon
     maturity  and  interest  was  payable  by  the  Company  on  the  six-month
     anniversary of the date of issuance and monthly thereafter.

     At March 31, 1996,  holders of the 12.5% Notes in the  principal  amount of
     $810,  with accrued but unpaid  interest in the amount of $51 thereon,  had
     converted  such notes into 484,400  shares of common  stock,  at conversion
     prices ranging from $1.52 to $1.79 per share.  During 1997 holders of 12.5%
     Notes in the principal  amount of $647 with accrued but unpaid  interest in
     the amount of $86  thereon  converted  such notes  into  376,446  shares of
     Common stock at conversion prices ranging from $1.52 to $1.79 per share.

     Payment of accrued but unpaid interest  thereon was waived and such amounts
     have been contributed to paid-in capital.  As the Company's  intention from
     the date of  issuance  of the 12.5%  Notes  was to  convert  such  notes to
     equity,  the notes  have been  treated  as if they were  convertible  since
     issuance.  Interest  expense on the 12.5% Notes amounted to $30 and $107 in
     1997 and 1996, respectively.

9.   Income Taxes

     Deferred income taxes reflect the net tax effects of temporary  differences
     between  the  carrying  value  of  assets  and  liabilities  for  financial
     reporting  purposes  and the  amounts  reported  for income  tax  purposes.
     Significant  components  of the  Company's  deferred  income tax assets and
     liabilities are as follows:

                                                           1998    1997    1996
                                                          -----   -----   -----
     
     Net operating loss carryforwards                     $  --   $ 241   $ 300
     Reserves and allowance for inventory,
        accounts receivable and warranties                  355     212      78
     Depreciation and other                                (211)     --      --
     Other accrued expenses
        not currently deductible                            205      48     112
     Research and development tax credit carryforward        --     122      --
                                                          -----   -----   -----
     
     Net deferred tax asset                                 349     623     490
     Deferred tax asset valuation allowance                  --    (623)   (490)
                                                          -----   -----   -----
     
                                                          $ 349   $  --   $  --
                                                          =====   =====   =====


     At March 31,  1997 and 1996,  the  Company's  operating  plans  anticipated
     taxable  income in future  periods;  however,  such plans made  significant
     assumptions  which could not be reasonably  assured,  including  regulatory
     approval of new products and continued  market  acceptance of the Company's
     products  by  customers.   Therefore  in  consideration  of  the  Company's
     accumulated losses through such dates and the uncertainty of its ability to
     utilize its deferred tax benefits in the future, the Company had recorded a
     valuation  allowance  of an equal  amount  on such  dates.  As the  Company
     attained  profitability  during 1998 and  received  regulatory  approval of
     certain products, no valuation allowance is considered necessary.


                                      F-12
<PAGE>


Schick Technologies, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------

     The  components of the  provision  (benefit) for income taxes for the years
     ended March 31, 1998, 1997 and 1996 are as follows:
 

                                             1998           1997          1996
                                            -----          -----         -----
     
     Current
        Federal                             $ 415          $  --         $  --
        State                                 262             --            --
                                            -----          -----         -----
                                              677             --            --
                                            -----          -----         -----
     Deferred                                                           
        Federal                              (282)            --            --
        State                                 (67)            --            --
                                            -----          -----         -----
                                             (349)            --            --
                                            -----          -----         -----
                                                                        
     Provision for income taxes             $ 328          $  --         $  --
                                            -----          -----         -----
                                                                    



     The  financial  statement  income tax  provision  differs from income taxes
     determined  by  applying  the  statutory  Federal  income  tax  rate to the
     financial  statement  net income (loss) for the years ended March 31, 1998,
     1997 and 1996 as a result of the following:


<TABLE>
<CAPTION>
                                                                      1998              1997              1996
                                                                      ----              ----              ----
     <S>                                                             <C>               <C>               <C>     
     Tax expense (benefit) at Federal statutory rate                  34.0%            (34.0)%           (34.0)%
     State income tax expense (benefit), net of Federal tax            8.0              (9.0)             (9.0)
     Non-deductible expenses                                           4.9              10.3              18.1
     Research and development tax credit                             (11.2)            (20.6)               --
     Valuation allowance on deferred tax assets                      (23.5)             53.3              24.9
                                                                      ----              ----              ----
     
     Income tax rate as recorded                                      12.2%               --                --
                                                                      ----              ----              ----
</TABLE>


10.  Concentration of Risks and Customer Information

     Substantially  all of the  Company's  sales  are to  domestic  and  foreign
     dentists  and  doctors,  distributors  of dental and medical  supplies  and
     equipment, and third-party financing companies. Financial instruments which
     potentially  subject  the  Company  to  concentrations  of credit  risk are
     primarily accounts receivable, cash equivalents and short-term investments.
     The Company  generally does not require  collateral and the majority of its
     trade  receivables are unsecured.  The Company is directly  affected by the
     financial  well-being of the dental and medical  industries;  however,  the
     Company does not believe  significant credit risk exists at March 31, 1998.
     The  Company  places  its  cash  equivalents  in  short-term  money  market
     instruments. Short-term investments consist of U.S. Treasury and government
     agency debt obligations (see Note 6).

     The Company  currently  relies on two vendors to supply each of its primary
     raw materials,  the  active-pixel  sensor  ("APS") and the charged  coupled
     device ("CCD")  semiconductor  wafers.  During the fourth quarter of fiscal
     1998,  the Company  experienced a delay in the supply flow from such vendor
     which resulted in manufacturing and product shipment delays. Although there
     are a number of manufacturers capable of supplying this material, which the
     Company  believes  could  provide  for its  semiconductor  requirements  on
     comparable terms, such delays could occur again.


                                      F-13
<PAGE>


Schick Technologies, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------

     Approximately  $7,085,  $3,867 and $2,142 of the  Company's  sales in 1998,
     1997 and 1996,  respectively,  were to foreign  customers.  The majority of
     such  foreign  sales were to customers  in Europe.  During  1996,  sales of
     $1,227 were to a  distributor.  In 1998 and 1997 no customer  accounted for
     10% or more of sales.

11.  Commitments and Contingencies

     Operating and capital leases

     The Company leases its facilities under operating lease agreements expiring
     from February  2001 to August 2004.  Rent expense for the years ended March
     31, 1998, 1997 and 1996 was $383, $193 and $68, respectively.

     Future  minimum  payments  on a  fiscal  year  basis  under  noncancellable
     operating leases are as follows:

     1999                                                                $  605
     2000                                                                   638
     2001                                                                   634
     2002                                                                   479
     2003                                                                   162
     Thereafter                                                              75
                                                                         ------
                                                                         
           Total minimum lease payments                                  $2,593
                                                                         ======
                                                                        



     Litigation

     During  1996,  the Company was named as  defendant  in patent  infringement
     litigation  commenced by a competitor in the United States and France.  The
     Company  is  vigorously  defending  itself  against  such  allegations  and
     believes  the  claims  to  be  without  merit.  The  Company  has  filed  a
     countersuit  against the competitor for infringement of a U.S. Patent which
     has been  exclusively  licensed to the Company.  The Company has obtained a
     formal opinion of  intellectual  property  counsel that its products do not
     infringe on the  competitor's  U.S.  patent.  As these actions are in their
     preliminary  stages,  the Company is unable to predict the ultimate outcome
     of these claims. The outcome, if unfavorable, could have a material adverse
     effect on the financial  position and results of operations of the Company.
     No provision has been made for any  potential  losses at March 31, 1998 and
     1997  as the  range  of  potential  loss,  if  any,  cannot  be  reasonably
     estimated.

     During  1997,  the Company was named as a  defendant  in patent  litigation
     involving  a  patent  directed  to a  display  system  for  digital  dental
     radiographs.  In July 1997 the Company reached a settlement  under which it
     paid $600 for a  world-wide,  non-exclusive  license  for the  patent.  The
     license fee was expensed during 1998.

12.  Stock Option Plan, Stock Grants and Defined Contribution Plan

     Stock option plan and stock grants

     In April  1996 the  Company  implemented  its 1996 Stock  Option  Plan (the
     "Plan")  whereby  incentive  and  non-qualified  options to  purchase up to
     470,400  shares  of  the  Company's  common  stock  may be  granted  to key
     employees,  directors and consultants. The exercise and vesting periods and
     the exercise  price for options  granted  under the Plan is determined by a
     committee of the Board of Directors.  The Plan stipulates that the exercise
     price of non-qualified  options granted under the Plan must have a exercise
     price equal to or exceeding  85% of the fair market value of the  Company's
     common  stock as of the date of grant of the  option  and no option  may be
     exercisable  after ten years from the date of grant.  Options granted under
     the plan are generally  exercisable  immediately  but vest over a period of
     four years.


                                      F-14
<PAGE>


Schick Technologies, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------

     During fiscal 1996, prior to implementation of the Plan, an employee of the
     Company was granted an option to purchase  56,000  shares of the  Company's
     common  stock at $1.79 per  share,  determined  by the  Company's  Board of
     Directors to be the fair market value of the Company's  common stock at the
     date  of the  option  grant.  As of  March  31,  1998,  42,000  shares  are
     exercisable under such option.  The remaining options become exercisable on
     December 31, 1998.

     The Company applies Accounting Principles Board Opinion No. 25, "Accounting
     for Stock Issued to Employees," and related  interpretations  in accounting
     for its Plan and other  stock-based  compensation  issued to employees  and
     directors.  During the year  ended  March 31,  1996,  the  Company  did not
     recognize  compensation  expense for options  granted to employees.  During
     1998 and 1997,  the  Company  has  recognized  compensation  expense in the
     amounts of $36 and $13, respectively, for options granted to employees. Had
     compensation cost for option grants to employees been determined based upon
     the fair value at the grant date for awards under the Plan  consistent with
     the  methodology   prescribed  under  Statement  of  Financial   Accounting
     Standards No. 123,  "Accounting for Stock-Based  Compensation," ("FAS 123")
     the Company's net income in 1998 would have been decrease by  approximately
     $164  ($.02 per basic  share)  and the net loss in 1997 and 1996 would have
     been  increased by  approximately  $45 ($.01 per basic share) and $7 ($.001
     per basic share), respectively.

     The fair value of options  granted to employees  during 1998, 1997 and 1996
     has  been  determined  on  the  date  of the  respective  grant  using  the
     Black-Scholes  option-pricing model based on the following weighted average
     assumptions:



<TABLE>
<CAPTION>
                                                                      1998             1997          1996
                                                                      ----             ----          ----
     <S>                                                         <C>                 <C>           <C>  
     Dividend yield                                                       None          None          None
     Risk free interest rate on date of grant                    5.43% - 5.55%         6.27%         5.36%
     Forfeitures                                                          None          None          None
     Expected life                                                     5 years       5 years       5 years
     Volatility                                                            75%            --            --
</TABLE>



     The following  table  summarizes  information  regarding  stock options for
     1998, 1997 and 1996:

                                                                Weighted Average
                                                    Options      Exercise Price
                                                    -------      --------------
     
     Options outstanding, March 31, 1995                 --              --
     Option grants                                   56,000          $ 1.79
                                                   --------          ------
                                                                    
     Options outstanding, March 31, 1996             56,000            1.79
                                                                    
     Options grants                                  79,338            7.14
     Options forfeited                               (4,385)           7.14
                                                   --------          ------
                                                                    
     Options outstanding, March 31, 1997            130,953          $ 4.85
                                                                    
     Option grants                                   97,902           20.87
     Options forfeited                               (2,965)          20.88
     Options exercised                               (2,479)           7.14
                                                   --------          ------
     Options outstanding, March 31, 1998            223,411          $11.46
                                                   --------          ------
                                                                   


                                      F-15
<PAGE>


Schick Technologies, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------

     Options available for grant, March 31, 1998                         302,989
     Weighted average remaining contractual life                         8 years
     Options exercisable, March 31, 1998                                 124,851
     Weighted average exercise price of
        exercisable options, March 31, 1998                             $   6.20



     The Company  also issued  1,445  shares of its common  stock to an employee
     during the year ended March 31, 1997 for services  rendered by the employee
     to the  Company.  The employee was  immediately  vested in the shares.  The
     Board of Directors of the Company has  determined  the fair market value of
     such shares to be $8.16 per share.  The Company  recognized  expense of $12
     for the year ended March 31, 1997 related to the grant.

     During 1996 the Company issued 73,184 shares of its common stock to certain
     employees,  directors and consultants.  The shares vested upon issuance and
     the fair market value of such shares at the date of grant was determined by
     the Board of  Director's  to be $1.79 per  share.  The  Company  recognized
     expense  of $131 for the year  ended  March 31,  1996  related to the stock
     grants.

     Defined Contribution Plan

     Effective  October 1996,  the Company  implemented  a defined  contribution
     savings plan,  which qualifies under Section 401(k) of the Internal Revenue
     Code, for employees meeting certain service requirements.  Participants may
     contribute up to 15% of their gross wages not to exceed, in any given year,
     a limitation  set by the Internal  Revenue  Service  regulations.  The plan
     provides for mandatory matching  contributions to be made by the Company to
     a maximum  amount  of 2.5% of a plan  participant's  compensation.  Company
     contributions  to the plan  approximated  $111  and $38 in 1998  and  1997,
     respectively.

13.  Supplemental Cash Flow Information

     Cash payments for interest approximated $144, $56 and $17 in 1998, 1997 and
     1996,  respectively.  The Company paid $533 and $7 for income taxes in 1998
     and 1997, respectively. There were no payments for income taxes in 1996.

     During   fiscal  1997  and  1996,   the  Company   acquired  $95  and  $40,
     respectively, of production equipment under capital leases.

14.  Related Parties

     In  July  1997,  the  Company  loaned  its  President,  who is a  principal
     stockholder,  $200. Such loan bore interest at a rate of 8% and was due and
     payable on June 15, 1998.  The loan along with accrued but unpaid  interest
     in the amount of $1, was repaid in August 1997.

     In July 1996, the Company loaned its President $32,. The loan bore interest
     at a rate of 8%,  commencing  October 14, 1996,  and was due and payable on
     September 1, 1997.  The loan along with accrued but unpaid  interest in the
     amount of $1, was repaid in April 1997.

     In November 1996, the Company  received an interest  bearing demand note in
     return for a loan of $200 to a related party in which the Company's  former
     Chief  Financial  Officer is a principal  stockholder.  The loan which bore
     interest at a rate of 8.75% per annum,  was repaid with accrued interest in
     the amount of $4 in February 1997.



                                      F-16
<PAGE>


Schick Technologies, Inc.
Notes to Consolidated Financial Statements
(In thousands, except share and per share amounts)
--------------------------------------------------------------------------------

15.  Stockholders' Equity

     In July 1997, the Company  completed the IPO,  selling  2,012,500 shares of
     common stock at a price of $18.50 per share providing gross proceeds to the
     Company of $37,231  and net  proceeds,  after  underwriting  discounts  and
     commissions and offering expenses payable by the Company, of $33,508.

     During 1997, the Company  completed a private offering of 520,315 units, as
     defined in such  offering,  at a price per unit ranging from $7.86 to $8.93
     based on the quantity of units purchased.  Each unit consisted of one share
     of the Company's  common stock,  $.01 par value,  and a warrant to purchase
     one  additional  share of the  Company's  common stock at a price per share
     equal to the  purchase  price of the unit,  on or before May 3,  1999.  The
     offering  provided net proceeds of $4,312. In conjunction with the offering
     the Company issued 6,155 units, as a placement fee, to certain  individuals
     who  assisted  the  Company  in selling  the units.  The fair value of such
     units,  in the  amount of $55,  or $8.93 per unit has been  reflected  as a
     reduction of paid in capital.

     During 1998,  warrants to purchase  24,640 shares of the  Company's  common
     stock  were  exercised.  Exercises  of 11,200 of such  warrants,  for which
     11,200  shares of common stock were  issued,  provided the Company with net
     proceeds of approximately $100. The remaining 13,440 warrant exercises were
     cash-less  exercises pursuant to which 8,647 shares of the Company's common
     stock were  issued.  At March 31,  1998 the Company  has  reserved  501,830
     shares of its common  stock for issuance  upon the exercise of  outstanding
     warrants.

16.  Acquisition and Investment

     Keystone Acquisition

     On September 24, 1997, the Company's wholly owned subsidiary,  Schick X-Ray
     Corporation  ("Schick  X-Ray"),  a Delaware  corporation,  acquired certain
     assets of Keystone Dental X-Ray Inc. ("Keystone"),  a manufacturer of x-ray
     equipment for the medical and dental radiology  field,  for $1,450.  Schick
     X-Ray was formed on September  24, 1997,  for the sole purpose of acquiring
     the assets of Keystone.  Schick  X-Ray  acquired  inventory,  manufacturing
     equipment,  tooling and  intellectual  property.  The  acquisition has been
     accounted  for using the  purchase  method,  and Schick  X-Ray has recorded
     goodwill in the amount of $750,  which is  included in other  assets and is
     being  amortized  on a  straight-line  basis  over  7  years.  The  Company
     recognized $55 for amortization of goodwill in 1998.

     Investment in Photobit Corporation

     On September 30, 1997, the Company purchased a minority interest of 5%, for
     $1,000 in Photobit  Corporation,  a developer of complementary  metal-oxide
     semiconductor  ("CMOS"),  APS  imaging  technology.   The  Company  is  the
     exclusive  licensee  of the APS  technology  for medical  applications  and
     utilizes the technology in its bone-mineral  density  assessment device and
     certain components of its computed dental x-ray imaging system. The Company
     carries the investment at cost. At March 31, 1998 it is not  practicable to
     estimate  the fair value of this  investment  because of the lack of quoted
     market prices and the  inability to estimate  fair value without  incurring
     excessive costs. No dividends were paid on this investment.


                                      F-17
<PAGE>


                                                                     Schedule II
                            Schick Technologies, Inc.
                        Valuation and Qualifying Accounts

<TABLE>
<CAPTION>
                                                                                  Additions
                                                                          --------------------------
                                                           Balance at     Charged to      Charged to                     Balance at
                                                           Beginning      Costs and         Other                            End
                                                           of Period       Expenses        Accounts       Deductions      of Period
                                                           ---------       --------        --------       ----------      ---------
<S>                                                         <C>              <C>             <C>            <C>              <C>    
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
    For the year ended March 31, 1996                       $ 20,000        $ 42,782                        $ 27,782        $ 35,000
    For the year ended March 31, 1997                         35,000          33,933                          18,933          50,000
    For the year ended March 31, 1998                         50,000         163,866                          13,866         200,000

RESERVE FOR OBSOLETE/SLOW MOVING
    INVENTORY
    For the year ended March 31, 1996                             --              --              --              --              --
    For the year ended March 31, 1997                             --         113,714              --              --         113,714
    For the year ended March 31, 1998                        113,714              --              --         113,714              --

VALUATION ALLOWANCE-DEFERRED TAX
    ASSET
    For the year ended March 31, 1996                        465,000              --        $ 25,000              --         490,000
    For the year ended March 31, 1997                        490,000              --         133,000              --         623,000
    For the year ended March 31, 1998                        623,000              --              --         623,000              --

PROVISION FOR WARRANTY OBLIGATIONS
    For the year ended March 31, 1996                         52,000          78,055              --              --         130,055
    For the year ended March 31, 1997                        130,055         199,371              --              --         329,426
    For the year ended March 31, 1998                        329,426                              --          84,517         244,909
</TABLE>


<PAGE>


                                                                         Page(s)

(a)  Documents filed as a part of this Report


     (1)  Consolidated Financial Statements filed as part of this Report:

          Index to the Financial Statements                                 F-1

          Report of Independent Accountants                                 F-2

          Consolidated Balance Sheet at March 31, 1998 and 1997             F-3

          Consolidated Statement of Operations for the year ended
               March 31, 1998, 1997 and 1996                                F-4

          Consolidated Statement of Stockholders' Equity for the year
               ended March 31, 1998, 1997 and 1996                          F-5

          Consolidated Statement of Cash Flows for the year ended
               March 31, 1998, 1997 and 1996                                F-6

          Notes to Consolidated Financial Statements                        F-7

     (2)  Financial statement schedules filed as part of this Report

     Report of Independent Accountants                                      S-1

     Schedule II         Valuation and Qualifying Accounts
 

Schedules  other than that  mentioned  above are omitted  because the conditions
requiring  their filing do not exist,  or because the information is provided in
the financial statements filed herewith, including the notes thereto.

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter ended March 31, 1998.

(c)  The following Exhibits are included in this report:

Number         Description

*3.1           Amended and Restated Certificate of Incorporation of the Company

 3.2           Bylaws of the Company, as amended

*4.1           Form of Common Stock certificate of the Company


                                       29
<PAGE>


*4.2           Form of Warrant of the Company

*4.3           Agreement  and  Plan of  Merger  dated as of May 15,  1997  among
               Schick  Technologies,   Inc.,  a  New  York  corporation,  Schick
               Technologies  Inc., a Delaware  corporation  and STI  Acquisition
               Corp, a Delaware corporation.

*10.1          Schick Technologies, Inc. 1996 Employee Stock Option Plan

*10.2          Schick Technologies, Inc. 1997 Stock Option Plan for Non Employee
               Directors

*10.3          Form of Non-Disclosure,  Non- Solicitation,  Non-Competition  and
               Inventions Agreements between Schick Technologies,  Inc. and each
               Named Executive of Schick Technologies, Inc.

*10.4          Secured Term Loan  Agreement  dated August 7, 1996 between Schick
               Technologies, Inc. and Merck & Co., Inc. (the 'Agreement').

*10.5          Service and License Agreement  between  Photobit,  LLC and Schick
               Technologies,  Inc.  dated  as of  June  24,  1996  amending  the
               Agreement.

*10.6          Letter Agreement  between Schick  Technologies,  Inc. and Merck &
               Co., Inc., dated May 12, 1997.

*10.7          Sales  Agreement  between Schick  Technologies,  Inc. and Norland
               Medical Systems, Inc. dated as of May 12, 1997.


                                       30
<PAGE>


*10.8          Agreement,  dated  as of May  30,  1997,  by and  between  Schick
               Technologies,  Inc.  and  Henry  Schein,  Inc.  

 10.9          Asset Purchase  Agreement dated September 24, 1997 among Keystone
               Dental  X-Ray,  Inc.,  DisCovery  X-Ray  Corporation  and Imaging
               Sciences,  Inc. (Incorporated by reference to Exhibit 10.1 to the
               Registrant's Current Report on Form 8-K dated October 9, 1997.)
 
 11            Computation of Per Share Earnings

 21            List of subsidiaries of Schick Technologies,  Inc.  

 23.1          Consent of Price Waterhouse LLP

 24            Powers of Attorney (included on signature page of this Report)

 27.1          Financial Data Schedule [filed in electronic format only]

 99            Cautionary Statement for Purposes of the "Safe Harbor" Provisions
               of the Private Securities Litigation Reform Act of 1995

*    Filed as the same exhibit number as part of the  registrant's  Registration
     Statement  on Form S-1  (File  No.  333-33731)  declared  effective  by the
     Securities  and Exchange  Commission on June 30, 1997 and  incorporated  by
     reference herein.


                                   SIGNATURES

     Pursuant to the  requirements  of the Section 13 or 15(d) 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,  in the City of Long
Island City, State of New York, on June 29, 1998.

                           SCHICK TECHNOLOGIES, INC


                           By: /s/ David B. Schick
                           ---------------------------------------------
                           David B. Schick
                           Chairman of the Board, Chief Executive Officer
                                            And President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on June 29, 1998.

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  David B. Schick and Zvi N. Raskin  (with full
power to act alone), as his true and lawful  attorneys-in-fact  and agents, with
full powers of substitution and 


                                       31
<PAGE>


resubstitution, for him in his name, place and stead, in any and all capacities,
to sign an Annual Report on Form 10-K of Schick  Technologies,  Inc, and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents  and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
their  substitute  or  substitutes,  lawfully  do or cause to be done by  virtue
hereof.

     Signature / Title
     ---------  -----
     /s/ David Schick              Chairman of the Board, Chief Executive
     --------------------------    Officer and President
     David Schick 

     /s/ Thomas Rutenberg          Director of Finance                       
     ------------------------      (Principal Financial and Accounting Officer)
     Thomas Rutenberg 

     /s/ Jon Singer                Vice President of Engineering and Director
     ------------------------
     Jon Singer

     /s/ Mark Bane
     ------------------------      Director
     Mark Bane

     /s/ Howard Wasserman          Director
     ------------------------
     Howard Wasserman

     /s/ Allen Schick              Director
     ------------------------
     Allen Schick

     /s/ Euval Barrekette          Director
     ------------------------
     Euval Barrekette


                                       32