FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                  Quarterly Report Under Section 13 or 15 (d)
                    of the Securities Exchange Act of 1934

                          For Quarter Ended September
                                   30, 1999

                        Commission File Number 0-13898

                               VERAMARK TECHNOLOGIES, INC.

            (Exact name of registrant as specified in its charter)

          DELAWARE                      16-1192368
(State or otherjurisdiction of          (IRS Employer Identification
 Incorporation or Organization)          Number)



     3750 MONROE AVENUE, PITTSFORD, NY            14534
(Address of principal executive offices)     (Zip Code)

                         (716) 381-6000
(Registrant's telephone number, including area code)

                              N.A.
(Former name, former address and former  fiscal  year,  if  changed  since last
report)

     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 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
requirement for the past 90 days.

          YES      XX         NO

     Indicate the  number of shares outstanding of each of the issuer's classes
of common stock, as of September 30, 1999.

     Common stock, par value $.10            7,632,635 shares

     This report consists of 15 pages.




<PAGE>
                                     INDEX



                                                                      PAGE

PART I    FINANCIAL INFORMATION

   Item 1 Financial Statements

          Condensed Balance Sheets -                                  3 -  4
          September 30, 1999 and December 31, 1998

          Condensed Statements of Operations -                        5
          Three and Nine Months Ended September 30, 1999 and 1998

          Condensed Statements of Cash Flows -                        6
          Nine Months Ended September 30, 1999 and 1998

          Notes To Condensed Financial Statements                     7 -  8


   Item 2 Management's Discussion and Analysis of                     9 - 13
          Financial Condition and Results of Operations


PART II   OTHER INFORMATION

   Item 6 Exhibits and Reports on Form 8-K                           14 - 15



<PAGE>
                       PART  I -  FINANCIAL INFORMATION

                          VERAMARK TECHNOLOGIES, INC.

                           CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                      SEPTEMBER 30,            DECEMBER 31,
ASSETS                                                         1999                   1998*
                                                        (Unaudited)
<S>                                         <C>                     <C>
CURRENT ASSETS:
   Cash and Cash Equivalents                           $    766,040            $    371,209
   Investments                                            5,172,784               4,718,694
   Accounts Receivable, trade (net of
    allowance for doubtful accounts of
    $117,000 and $110,000, respectively)                  3,180,995               2,273,705
   Inventories                                              576,887                 579,968
   Prepaid Expenses                                         210,108                 155,831
                                                       ------------            ------------
        Total Current Assets                              9,906,814               8,099,407

PROPERTY AND EQUIPMENT                                    7,611,129               5,864,469
   Less Accumulated Depreciation                         (4,840,947)             (4,455,539)
                                                       ------------            ------------
        Property and Equipment (Net)                      2,770,182               1,408,930

OTHER ASSETS:
   Software Development Costs
    (Net of accumulated amortization of
    $1,263,467 and  $1,322,254
     respectively)                                        2,960,060               3,393,542
    Pension Assets                                        1,873,721               1,873,721
    Deposits and Other Assets                               505,973                 406,901
                                                       ------------            ------------
        Total Other Assets                                5,339,754               5,674,164
                                                       ------------            ------------

TOTAL ASSETS                                           $ 18,016,750            $ 15,182,501
                                                       ============            ============

</TABLE>
See notes to Condensed Financial Statements.

                 *  DERIVED FROM AUDITED FINANCIAL STATEMENTS


<PAGE>

                          VERAMARK TECHNOLOGIES, INC.

                           CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    September 30,            December 31,
                                                                            1999                    1998*
                                                                     (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                    <C>                         <C>
CURRENT LIABILITIES:
  Accounts Payable                                                  $    701,084            $    740,576
  Accrued Compensation and Related Taxes                               1,418,473                 891,186
  Deferred Revenue                                                     2,263,707               2,061,475
  Other Accrued Expenses                                                 338,442                 838,713
                                                                    ------------            ------------
     Total Current Liabilities                                         4,721,706               4,531,950

  Pension Obligation                                                   3,153,244               2,882,847
                                                                    ------------            ------------
Total Liabilities                                                      7,874,950               7,414,797

STOCKHOLDERS' EQUITY:
  Common Stock, par value $.10,
   40,000,000 shares authorized; issued and
   outstanding, 7,712,860 and 7,607,709,
   respectively                                                          771,286                 760,771
  Additional Paid-in Capital                                          19,397,491              18,954,579
  Retained Earnings                                                   (9,641,220)            (11,734,431)
  Treasury Stock (80,225 and 52,300 shares
   at cost, respectively)                                               (385,757)               (213,215)

Total Stockholders' Equity                                            10,141,800               7,767,704
                                                                    ------------            ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 18,016,750            $ 15,182,501
                                                                    ============            ============
</TABLE>

See notes to Condensed Financial Statements.

                 *  DERIVED FROM AUDITED FINANCIAL STATEMENTS


<PAGE>

                          VERAMARK TECHNOLOGIES, INC.

                      CONDENSED STATEMENTS OF OPERATIONS


                                  (Unaudited)



<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED                            NINE MONTHS ENDED
                                                       SEPTEMBER 30,                                 SEPTEMBER 30,
                                                  1999             1998                       1999              1998
<S>                                    <C>               <C>               <C>       <C>              <C>
SALES                                        $ 6,180,796       $ 4,693,706               $ 17,212,903     $ 12,280,856

COSTS AND OPERATING EXPENSES:
  Cost of Sales                                  829,046           784,957                  2,656,190        2,328,014
  Engineering & Software Development           1,375,976           672,092                  3,145,100        2,054,088
  Selling, General and Administrative          3,137,249         2,992,890                  9,384,113        7,450,443
                                             -----------        ----------                -----------     ------------
     Total Costs and Operating                 5,342,271         4,449,939                 15,185,403       11,832,545
Expenses

INCOME FROM OPERATIONS                           838,525           243,767                  2,027,500          448,311

INTEREST INCOME                                   22,031            59,404                    140,711          138,272
                                             -----------        ----------                -----------     ------------
INCOME BEFORE INCOME TAXES                       860,556           303,171                  2,168,211          586,583

INCOME TAXES                                      30,000                 -                     75,000                -
                                             -----------        ----------                -----------     ------------
NET INCOME                                   $   830,556        $  303,171               $  2,093,211     $    586,583
                                             ===========        ==========               ============     ============

INCOME PER SHARE
    Basic                                          $ .11             $ .04                      $ .27            $ .07
                                                   =====             =====                      =====            =====
    Diluted                                        $ .10             $ .04                      $ .26            $ .07
                                                   =====             =====                      =====            =====
</TABLE>


SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.



<PAGE>
                          VERAMARK TECHNOLOGIES, INC.
                      CONDENSED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>


                                                              Nine Months Ended September 30,
                                                                1999                  1998
                                                                         (Unaudited)

<S>                                                  <C>                      <C>
OPERATING ACTIVITIES:
Net Income                                                 $ 2,093,211            $   586,583
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
    Depreciation and Amortization                            1,258,043                937,188
    Provision for Losses on Accounts Receivable                (23,000)                14,503
    Provision for Inventory Obsolescence                        69,500                224,997
    Loss on Disposal of Fixed Assets                             2,492                  2,719
  Changes in Assets and Liabilities
     Accounts Receivable                                      (884,290)              (191,732)
     Inventories                                               (66,419)               232,684
     Prepaid Expenses and Other Current Assets                 (54,277)               (71,251)
     Deposits and Other Assets                                 (99,073)               (70,106)
     Accounts Payable                                          (39,492)               (27,826)
     Accrued Compensation and Related Taxes                    527,287                516,326
     Deferred Revenue                                          202,232                576,115
     Other Current Liabilities                                (500,271)               152,333
                                                           -----------            -----------
  Net Adjustments                                              392,732              2,295,950
                                                           -----------            -----------
       Net Cash Provided by Operating Activities             2,485,943              2,882,533
                                                           -----------            -----------
INVESTING ACTIVITIES:
  Investments                                                 (454,090)            (1,646,419)
  Additions to Property and Equipment                       (1,794,397)              (658,843)
  Software Development Costs                                  (393,907)              (753,982)
                                                           -----------            -----------
       Net Cash Flows Used by Investing Activities          (2,642,394)            (3,059,244)
                                                           -----------            -----------
FINANCING ACTIVITIES:
  Increase in Pension Obligation                               270,397                 71,981
  Proceeds from Sales of Stock                                       -                143,384
  Employee Stock Purchase Plan                                  66,287                      -
  Exercise of Stock Options and Warrants                       387,140                 73,326
  Treasury Stock Purchases                                    (172,542)              (126,514)
  Stock Retirements                                                  -                 (8,752)
                                                           -----------            -----------
  Net Cash Flows Provided by Financing Activities              551,282                153,425
                                                           -----------            -----------
NET INCREASE (DECREASE)  IN CASH AND CASH
 EQUIVALENTS                                                   394,831                (23,286)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                 371,209              1,106,944
                                                           -----------            -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                   $   766,040            $ 1,083,658
                                                           ===========            ===========
</TABLE>


<PAGE>

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(1)  GENERAL

     The  accompanying   unaudited   financial   statements   include   all
adjustments  of  a normal and recurring nature which are, in the opinion of
Registrant's management,  necessary  to  present  fairly  the  Registrant's
financial  position  as  of  September  30,  1999  and  the  results of its
operations and cash flows for the three and nine months ended September 30,
1999 and 1998.

     Certain  information  and  footnote  disclosures normally included  in
financial  statements  prepared  in  accordance   with  generally  accepted
accounting  principles  have  been  omitted  pursuant  to   the  rules  and
regulations  of  the  Securities and Exchange Commission.  These  condensed
financial statements should  be  read  in  conjunction  with  the financial
statements and related notes contained in the Annual Report for  the fiscal
year ended December 31, 1998.

     The  results  of  operations  for  the  three  and  nine  months ended
September  30,  1999  are not necessarily indicative of the results  to  be
expected for a full year's operation.

     Except for the historical  information  contained  herein, the matters
discussed in this report are forward-looking statements which involve risks
and  uncertainties,  including  but  not limited to economic,  competitive,
governmental and technological factors  affecting the Company's operations,
markets, products, services and prices, and  other factors discussed in the
Company's filings with the Securities and Exchange Commission.

(2)  INVENTORIES

     The composition of inventories at September  30, 1999 and December 31,
1998 was as follows:

<TABLE>
<CAPTION>
                                             SEPTEMBER 30,           DECEMBER 31,
                                                     1999                   1998
<S>                                  <C>                       <C>

Purchased parts and components                  $ 412,151              $ 340,350
Work in process                                   110,355                116,228
Finished goods                                     54,381                123,390
                                                ---------              ---------
                                                $ 576,887              $ 579,968
                                                =========              =========

</TABLE>

<PAGE>

(3)  PROPERTY AND EQUIPMENT

     The  major  classifications of property and equipment at September 30,
     1999, and December 31, 1998 are:

<TABLE>
<CAPTION>
                                               SEPTEMBER 30,         DECEMBER 31,
                                                       1999                 1998
<S>                                   <C>                    <C>
Machinery and equipment                         $ 1,650,953          $ 1,377,179
Computer hardware and software                    3,593,604            3,075,398
Furniture and fixtures                            1,090,998            1,064,117
Leasehold improvements                            1,275,574              347,775
                                                -----------          -----------
                                                $ 7,611,129          $ 5,864,469
                                                ===========          ===========
</TABLE>

 (4) Included in selling, general and administrative expense for the three and
     nine months ended September 30, 1999 is the recovery of $166,650 in
     connection with the termination of a facilities lease held by a former
     subsidiary.  This accrual had been established in 1997 as part of a
     company wide restructuring effort.

 (5) EARNINGS PER SHARE

     Earnings per  share have been calculated under SFAS 128, "Earnings Per
     Share."




<PAGE>

Item 2    Management's  Discussion and Analysis of Financial Condition
          and Results of Operations

RESULTS OF OPERATIONS

     Sales  of $6,180,796 for the three months  ended  September  30,  1999
established a  record  quarterly sales figure for the Company and reflect a
32% increase over the sales  of  $4,693,706  achieved  for  the three month
period ended September 30, 1998.  Sales of $17,212,903 for the  nine months
ended  September  30,  1999  increased  40%  from  the $12,280,856 of sales
realized  for  the  same  nine  month  period of 1998 and  have,  in  fact,
surpassed the sales achieved for all of  1998.   Third quarter 1999 results
represented the Company's ninth consecutive quarter  of increased sales and
net income.

     The increased sales realized for both the three and nine month periods
ended  September  30,  1999  reflect  a  continued  strong demand  for  the
Company's core telemanagment products combined with a  growing contribution
to  sales from Verabill, the Company's billing and customer  care  product.
For the  three month and nine month periods ended September 30, 1999, sales
of Telemangement  products and services rose 16% and 37% respectively, from
the levels realized  for  the  same  three  and nine month periods of 1998.
Sales of Verabill increased 191% and 105% for  the  three  and  nine  month
periods  ended  September  30,  1999  versus the same three and nine months
periods ended September 30, 1998, accounting for 12% of the Company's third
quarter 1999 sales versus 5% of the Company's  sales  for the third quarter
of  1998.  During the third quarter the Company announced  a  $1.3  million
order for Verabill from the Malawi Post and Telecommunications Corporation,
as well  as an additional order from the Antigua Public Utilities Authority
(APUA) for  a  Verabill  wireless module.  No revenues were recognized from
either of these orders in the third quarter.

     During the first nine  months  of  1999,  the  Company  has  also seen
increased  sales  of both INFO/MDR, its Centrex and virtual private network
offering and Telecommunications  Management  Software  (TMS), the medium to
high end telemanagement product.  For the nine months ended  September  30,
1999,  sales of INFO/MDR have increased 23% and sales of TMS have increased
76% over the sales levels realized for the same three quarters of 1998.

     For  the  nine  months  ended September 30, 1999, 32% of Company sales
were generated from previously deferred billings for a variety of services,
including training, installation,  custom  rate updates, and implementation
services.   This  compares with 27% of Company  sales  being  derived  from
previously deferred  billings  for  the first nine months of 1998.  For the
three months ended September 30, 1999,  7%  of  sales  were from previously
deferred billings for services which have not been and are  not expected to
be utilized by customers, based on historical experience.

     Net income of $830,556 earned for the three months ended September 30,
1999, representing $.10 per diluted share, increased 174% from the $303,171
or $.04 diluted share earned for the three months ended September 30, 1998.
Net  income  for  the  nine months ended September 30, 1999 was $2,093,211,
representing $.26 per diluted  share,  versus  $586,583 or $.07 per diluted
share for the first nine months of 1998, an increase  of  257%.  Net income
as a percentage of sales for the quarter ended September 30, 1999 was 13.4%
versus 6.5% for the quarter ended September 30, 1998.  For  the nine months
ended September 30, 1999, net income was 12.2% of sales versus 4.8% for the
nine months ended September 30, 1998.
<PAGE>

     The table below depicts comparative EBITDA (Earnings Before  Interest,
Taxes, Depreciation and Amortization) for the three and nine month  periods
ended  September  30,  1999,  detailing growth percentages of 116% and 132%
respectively from the comparative three and nine month periods of 1998.

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                SEPTEMBER 30,                      SEPTEMBER  30,

                                               1999             1998           1999             1998
<S>                                   <C>                <C>           <C>              <C>
Net Income                                     $830,556       $303,171      $2,093,211         $586,583

Net Interest Income                             (22,031)       (59,404)       (140,711)        (138,272)

Income Taxes                                     30,000             -0-         75,000               -0-

Depreciation and Amoritzation                   441,216        347,715       1,257,941          967,593
                                             ----------       --------      ----------       ----------
EBITDA                                       $1,279,741       $591,482      $3,285,441       $1,415,904
                                             ==========       ========      ==========       ==========
</TABLE>

     For  the  third quarter ended September 30, 1999, the Company earned a
gross margin of $5,351,750, an increase of $1,443,001 or 37% from the gross
margin of $3,908,749  earned for the quarter ended September 30, 1998.  For
the nine months ended September  30,  1999, the gross margin of $14,556,713
is 46% higher than the gross margin of  $9,952,842 earned for the same nine
months of 1998.

     Net engineering and software development  expenses  of  $1,375,976 for
the three months ended September 30, 1999, representing 22% of  sales, were
105% higher than the net engineering and development expenses incurred  for
the  third  quarter  of 1998.  Net engineering and development expenses for
the nine months ended September 30, 1999 of $3,145,100 were 53% higher than
the expense incurred during the first nine months of 1998.

     The increased spending  reflects a nearly 50% increase in the staffing
levels of the Company's development  and test groups.  Additionally, as was
the  case  in  the  second quarter of 1999,  no  development  efforts  were
capitalized in the third quarter.  The table below summarizes the impact on
the Company's results  of  its  engineering  and  development expenses on a
gross and net of capitalization basis, and adds back  charges  to  cost  of
sales from the amortization of previously capitalized development costs.

<PAGE>


<TABLE>
<CAPTION>
                                           Three Months Ended                  Nine  Months Ended
                                              September 30,                       September 30,
                                            1999              1998              1999              1998
<S>                                <C>                <C>               <C>               <C>
Gross Expenditures for
 Engineering and Software
 Development                             $1,395,976          $988,463        $3,539,007       $2,808,070
Less:  Costs Capitalized                        -0-          (316,371)         (393,907)        (753,982)
                                         ----------          --------        ----------       ----------
Net Engineering and Software
 Development Expense                      1,395,976           672,092         3,145,100        2,054,088
Plus: Amounts Amortized and
 Charged to Cost of Sales                   268,252           258,845           827,389          734,870
                                         ----------          --------        ----------       ----------
Total Expense Recognized                 $1,664,228          $930,937        $3,972,489       $2,788,958
                                         ==========          ========        ==========       ==========
</TABLE>

     Selling,  general  and  administrative  expenses of $3,137,249 for the
three months ended September 30, 1999, increased  by 5% over the $2,992,890
of expense incurred for the three months ended September 30, 1998.  For the
nine months ended September 30, 1999, selling, general  and  administrative
expenses  of $9,384,113 have increased 26% over the expense level  incurred
for the first  nine  months  of  1998.  Selling, general and administrative
expenses represented 55% of sales  for  the first nine months of 1999, down
from  61% for the first nine months of 1998.   The  higher  expense  levels
reflect  the  substantial  increase  in  employment  levels the Company has
experienced during 1999 across all functional levels.   As of September 30,
1999,  the  Company's  employment totaled 210 versus 160 at  September  30,
1998.  During the third  quarter  of  1999,  the Company recovered $166,650
previously charged against income in connection  with  the termination of a
facilities lease held by a former subsidiary.

     Veramark  plans  to  introduce enhanced versions of the  Emerald  Call
Accounting Software, in the  fourth quarter of 1999, in order to expand the
appeal of Emerald and to meet  competitive  offerings.   Older  versions of
Emerald  products,  without  these enhanced features, will continue  to  be
offered through major distributors  with  a  reduction  in  price.   It  is
anticipated  that  over the course of the next year, virtually all sales of
Emerald will shift to  the  enhanced versions.  How quickly that transition
occurs will determine the impact, if any, of the price reduction on overall
Emerald profit margins.

     Prices for the Verabill  Billing  and  Customer  Care Software will be
increased to distributors effective January 1, 2000.


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 1999, the Company's total cash  position  (cash on
hand  plus   investments) was $5,938,824, representing a 17% increase  from
the total cash  position of $5,089,903 at December 31, 1998.  The increased
cash flow has been  achieved  during  a  period  in  which  the Company has
invested  heavily in upgrading its development tools, in-house  information
systems,  and   undertaken   a   substantial  expansion  of  its  corporate
headquarters.  During the first nine  months  of 1999, capital spending has
totaled $1,794,397, compared with $658,843 of capital  spending  during the
first nine months of 1998.

     Software  Development  Costs of $2,960,060 at September 30, 1999  have
decreased  from  $3,393,542 at  December  31,  1998.   No  new  development
expenses have been  capitalized  in  either the second or third quarters of
1999.

     Total Assets have increased 19% from  $15,182,501 at December 31, 1998
to $18,016,750 at September 30, 1999.

     Total current liabilities of $4,721,706  at  September 30, 1999 are 4%
higher than total current liabilities of $4,531,950  at  December 31, 1998.
Accrued compensation of $1,418,473 compares with $891,186  at  December 31,
1998, an  increase  attributable  to  the  significant growth in employment
levels experienced throughout 1999, requiring  higher accruals for payroll,
fringe benefits, payroll taxes and deferred compensation.

     Deferred revenues have increased from $2,061,475  at December 31, 1998
to $2,263,707 at September 30, 1999.  Deferred revenues represent the value
of  unrecognized revenues related to a variety of services  for  which  the
Company has billed customers, but not yet performed the associated service.
These  services  typically  include training, installation, maintenance and
support, and implementation services.   It  is  expected  that  the revenue
associated  with  these  services  will  be recognized over the next twelve
months as the actual services are provided.

     Other accrued expenses declined from  $838,713 at December 31, 1998 to
$338,442 at September 30, 1999.  This decline  resulted  primarily from the
completion  of  a  Verabill  contract  for  the  Antigua  Public  Utilities
Authority, and the resultant recognition of a deposit as revenue.

     The Company maintains a private equity line of credit agreement with a
single institutional investor.  Under  the  original equity line agreement,
the Company had the right to sell to the investor  shares  of the Company's
common stock at a price equal to 88% of the average bid price  of the stock
for the subsequent ten trading days.  During the third quarter the discount
in  the average bid price was reduced from 12% to 6%.  During the  term  of
the agreement  the Company may sell up to $6 million to this investor, with
no more than $500,000  in  any  single  month.   This  agreement expires on
August 30, 2000.  There have not been any transactions under this agreement
during the first three quarters of 1999.
<PAGE>
     The Company maintains an agreement with a major commercial  bank for a
secured demand line of credit arrangement in the amount of $3,000,000.   In
August of 1999, the Company entered into a new agreement with the same bank
for a $7,000,000 three year acquisition revolving credit facility.  This is
in  addition  to  the $3,000,000 demand line of credit agreement referenced
above.  There have  been  no  borrowings  against  either  agreement  as of
September 30, 1999.

     In light of its current cash position, profitable operations, and  the
credit  arrangements  referred  to  above, the Company believes that it has
sufficient resources to meet its financial  needs  and  support anticipated
growth over the next twelve months.









<PAGE>
                          PART II - OTHER INFORMATION

ITEM 6:             EXHIBITS AND REPORTS ON FORM 8-K

(1)  Registrant's Condensed Financial Statements for the three and nine months
     ended September 30, 1999 and 1998 are set forth in Part I, Item 1 of this
     Quarterly Report on Form 10-Q.

(2)  Calculation of earnings per share.

(1)  On September 29, 1999 the Company filed a report on form 8-K announcing a
     letter of intent to acquire The Angeles Group, a privately held developer
     and marketer of high-end, enterprise telemanagement software.  The Angeles
     Group stockholders will receive an estimated 660,000 shares of Veramark
     common stock in consideration.  In addition, Veramark will assume debt and
     other obligations of The Angeles Group totaling $1.93 million.  Due
     diligence is currently underway and the companies expect the
     transaction to be completed in January of 2000.




<PAGE>

                                                         EXHIBIT A: (2)

                          VERAMARK TECHNOLOGIES, INC.

                      CALCULATIONS OF EARNINGS PER SHARE



<TABLE>
<CAPTION>
                                                Three Months Ended                Nine Months Ended
                                                   September 30,                    September 30,
                                            1999              1998             1999              1998

<S>                                  <C>               <C>              <C>               <C>

Basic

Net Income                                  $  830,556       $  303,171        $2,093,211        $ 586,583
                                            ==========       ==========        ==========        =========

Weighted Common Shares Outstanding           7,613,961        7,589,694         7,594,760        7,572,004
                                            ==========       ==========        ==========        =========
Income Per Common Share                          $ .11            $ .04             $ .27            $ .07
                                                 =====            =====             =====            =====
DILUTED

Net Income                                  $  830,556       $  303,171        $2,093,211        $ 586,583
                                            ==========       ==========        ==========        =========

Weighted Average Shares Outstanding          7,613,961        7,589,698         7,594,760        7,572,004

Additional Dilutive Effect of Stock
 Options and Warrants after
 Application of Treasury Stock Method          980,356          379,958           670,565          393,546
                                             ---------        ---------         ---------        ---------
Weighted Average Shares Outstanding          8,594,317        7,969,656         8,265,325        7,965,550
                                             =========        =========         =========        =========

Income per Common Share and Common
Equivalent Share                                 $ .10            $ .04             $ .26            $ .07
                                                 =====            =====             =====            =====
</TABLE>


<PAGE>

                                  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.



                          VERAMARK TECHNOLOGIES, INC.

                                  REGISTRANT

Date:     _________________________



_____________________________________
David G. Mazzella
President and CEO




Date:     _________________________



_____________________________________
Ronald C. Lundy
Treasurer (Chief Accounting Officer)


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