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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                           CLARK/BARDES HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

               DELAWARE                                    52-2103926
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

  102 SOUTH WYNSTONE PARK DRIVE, #200
       NORTH BARRINGTON, ILLINOIS                             60010
(Address of principal executive offices)                    (Zip code)

       (Registrant's telephone number including area code): (847) 304-5800

           Securities Registered Pursuant to Section 12(b) of the Act:

TITLE OF SECURITIES                                EXCHANGES ON WHICH REGISTERED
-------------------                                -----------------------------
       None                                                not applicable

           Securities Registered Pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (Title of class)

         JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A, PURCHASE RIGHTS
                            PAR VALUE, $.01 PER SHARE
                                (Title of class)

     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 [ ]

     The number of shares outstanding of the registrant's common stock, all of
which comprise a single class with a $0.01 par value, as of March 31, 2000, the
latest practicable date, was 9,769,826.



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This amended form 10-Q for the quarterly period ended March 31, 2000 is to
correct a printing error on page 6.

"Consolidated Statement of Cash Flows", in which the caption "Other" in the
March 31, 2000 column was stated as 94 and should have been 60.
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                  CLARK/BARDES HOLDINGS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                           2000          1999
                                                         --------      --------
                                                          (DOLLARS IN THOUSANDS)
<S>                                                      <C>           <C>
CASH FROM OPERATING ACTIVITIES - NET                     $  1,496      $  2,853

INVESTING ACTIVITIES
   Purchases of businesses                                 (1,796)           --
   Purchases of equipment - net                              (182)          (61)
   Purchase of deferred commissions                            --        (7,504)
   Other                                                     (232)         (380)
                                                         --------      --------
                                                           (2,210)       (7,945)
                                                         --------      --------

FINANCING ACTIVITIES                                           --            --
   Proceeds from borrowings                                    --        25,000
   Repayment of borrowings                                 (3,400)      (28,298)
   Other                                                       60            48
                                                         --------      --------
                                                           (3,340)       (3,250)
                                                         --------      --------
INCREASE (DECREASE) IN CASH                                (4,054)       (8,342)
   CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         4,832        12,102
                                                         --------      --------
   CASH AND CASH EQUIVALENTS AT END OF PERIOD            $    778      $  3,760
                                                         ========      ========
</TABLE>



     see accompanying notes to condensed consolidated financial statements



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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) The list of exhibits required by this Item 6(a) appears on the Exhibit
         Index Attached hereto.

     (b) Reports in Form 8-K. None

SIGNATURES

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


Date  May 16, 2000                     CLARK/BARDES HOLDINGS, INC.
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Date  May 16, 2000                              /s/ W. T. WAMBERG
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                                                   W. T. Wamberg
                                         President and Chief Executive Officer



Date  May 16, 2000                              /s/ THOMAS M. PYRA
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                                                   Thomas M. Pyra
                                      Vice President and Chief Financial Officer
                                            (Principal Financial Officer)