SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

   
                                   FORM 10-K/A
                                Amendment No. 1
    

            {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                                              11-3347812
(State of 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)

       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

     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 9,999,057.

                       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>


     Part II,  Item 7 of the Form 10-K for the fiscal  year ended March 31, 1998
is amended to read as follows :

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.

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.  Approximately  90% and
64% of the Company's  revenues  during its fiscal year ended March 31, 1998, and
the quarter ended June 30, 1998,  respectively,  were related to its sale of the
CDR system.  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
is phasing out its use and sale of CCD-based  sensors,  which are being replaced
by APS-based sensors.  This phase-out  commenced in March, 1998, and is expected
to be completed by the end of calendar  1998,  except for the  Company's  use of
replacement  parts.  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 CCD  supplier.  The  interruption  in supply  resulted  in
manufacturing  and product  shipment  delays and therefore  lower  revenues than
anticipated  during  the  fourth  quarter  of 1998.  This  reduction  in revenue
amounted  to  approximately  $2.5  million.   The  Company  believes  that  this
interruption  in supply will have no impact on its future sales,  as the delayed
revenue was recovered in the  subsequent  quarter and,  since  experiencing  the
supply  interruption,  the Company has arranged for a second supplier to provide
it with APS semiconductor wafers.  Future 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
    


<PAGE>


   
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.

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.


<PAGE>


     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.

     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 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


<PAGE>


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.


<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      1997        1997        1997       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


<PAGE>


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  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


<PAGE>


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.

     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."


<PAGE>


                                   SIGNATURES

   
     Pursuant  to the  requirements  of  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 December 16, 1998.
    


                                          SCHICK TECHNOLOGIES, INC

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