FORM 10-Q/A-3
    

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   (Mark one)

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                    For quarterly period ended June 30, 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: 0-22340


                       PALOMAR MEDICAL TECHNOLOGIES, INC.
                       ----------------------------------
               (Exact name of issuer as specified in its charter)
<TABLE>
<S>                      <C>                                       <C>         <C>

                         Delaware                                              04-3128178
                         --------                                              ----------
(State or other jurisdiction of incorporation or organization)     (I.R.S. Employer Identification No.)
</TABLE>

               45 Hartwell Avenue, Lexington, Massachusetts 02421
               --------------------------------------------------
                    (Address of principal executive offices)

                                 (781) 676-7300
                                 --------------
                (Issuer's telephone number, including area code)

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

     As of July 31, 1998,  65,558,954 shares of Common Stock, $.01 par value per
share, were outstanding.

Transitional Small Business Disclosure Format (check one): Yes    No  X
                                                              ---    ---



<PAGE>


   
                       PALOMAR MEDICAL TECHNOLOGIES, INC.


                                     INDEX


PART IV

        Item 6.  Exhibits and Report on Form 8-K                         P. 1

SIGNATURES                                                               P. 2
    
                                       i
<PAGE>


   
Item 6.  Exhibits and Reports on Form 8-K
-------  --------------------------------

(a)      Exhibits

*10.1    Second  Amended 1996 Employee  Stock  Purchase Plan (included with Form
         10-Q as filed on August 14, 1998).

 10.2    Amended Second Loan Agreement  between  Palomar  Medical  Technologies,
         Inc. and Coherent, Inc., dated as of May 7, 1998.

*10.3    Loan Agreement between Palomar Medical Technologies, Inc. and Coherent,
         Inc.,  dated May 22,  1998  (included  with Form  10-Q/A-1  as filed on
         November 2, 1998).

*10.4    Fifth  Amendment  to the  Schedule to the Loan and  Security  Agreement
         between Palomar Medical  Technologies,  Inc. and Coast Business Credit,
         dated April 29, 1998  (included with Form 10-Q/A-2 as filed on February
         12, 1999).

*27.1    Financial Data Statement,  Restated, for the period ended June 30, 1997
         (included with Form 10-Q as filed on August 14, 1998).

*27.2    Financial Data Statement,  for the period ended June 30, 1998 (included
         with Form 10-Q as filed on August 14, 1998). 

(b)      Reports on Form 8-K.

         Form 8-K filed June 3, 1998.



*Previously filed.
    
                                       1
<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1934,  the
Registrant  certifies  that it has caused this Report to be signed on its behalf
by the undersigned,  thereunto duly authorized,  in the Town of Lexington in the
Commonwealth of Massachusetts on March 3, 1999.

                                              PALOMAR MEDICAL TECHNOLOGIES, INC.
                                                         (Registrant)




DATE: March 3, 1999                           By:     /s/ Louis P. Valente
                                                   -----------------------
                                                   Louis P. Valente
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)

DATE:  March 3, 1999                                  /s/ Joseph P. Caruso
                                                   -----------------------
                                                   Joseph P. Caruso
                                                   Chief Financial Officer 
                                                   and Treasurer (Principal 
                                                   Financial Officer and 
                                                   Principal Accounting Officer)
                                       2