<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
                                (Amendment No. 1)

(Mark One):

/X/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the fiscal year ended December 31, 2003
                                       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: 0-22945

                           THE A CONSULTING TEAM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                New York                                 13-3169913
    (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
     Incorporation or Organization)

         200 Park Avenue South                         (212) 979-8228
        New York, New York 10003              (Registrant's Telephone Number,
(Address of Principal Executive Offices)            Including Area Code)

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 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
          ---        ---

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 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. / /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).      Yes        No  X
                                              ---       ---

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of April 21, 2004 was approximately $4,448,792 based on the
average of the bid and asked prices of the registrant's Common Stock on The
Nasdaq SmallCap Stock Market SM on such date.

As of April 21, 2004, there were 2,107,967 shares of the registrant's Common
Stock, $.01 par value per share, outstanding.

..

<PAGE>


                                EXPLANATORY NOTE

         This Amendment No. 1 to Annual Report on Form 10-K is filed with the
Securities and Exchange Commission solely for the purpose of revising and
restating the following items in their entirety (other than as expressly set
forth to the contrary herein). Such revisions include the information required
to be provided under Items 11 and 12 of Part III, which the Company planned to
incorporate by reference to its definitive proxy statement for the 2004 Annual
Meeting of Stockholders.

This Annual Report on Form 10-K contains forward-looking statements. Additional
written and oral forward-looking statements may be made by the Company from time
to time in Securities and Exchange Commission ("SEC") filings and otherwise. The
Company cautions readers that results predicted by forward-looking statements,
including, without limitation, those relating to the Company's future business
prospects, revenues, working capital, liquidity, capital needs, interest costs,
and income are subject to certain risks and uncertainties that could cause
actual results to differ materially from those indicated in the forward-looking
statements due to risks and factors identified from time to time in the
Company's filings with the SEC including those discussed in this Report.



<PAGE>



                                    PART III

Item 11.  Executive Compensation.

         The following table sets forth the compensation awarded or paid to, or
earned by, the Company's Chairman, Chief Executive Officer and President during
the years ended December 31, 2003, 2002 and 2001, and the Company's Chief
Financial Officer and Secretary for the year ended December 31, 2003, 2002 and
2001. No other executive officer of the Company received a total salary and
bonus of $100,000 or more for the year ended December 31, 2003. Accordingly, no
information is reported for such persons. No options were granted in 2003, 2002
and 2001 to the Company's Chief Executive Officer. No options were granted to
the Company's Chief Financial Officer in 2003. Options were granted to the
Company's Chief Financial Officer in 2002 and 2001.

                          Summary of Compensation Table

<TABLE>
<CAPTION>
                                                                                                                Long-Term
                                                                                                               Compensation
                                                                        Annual Compensation                       Awards
                                                       ----------------------------------------------------   ----------------
                                                                                                                Securities
                                              Fiscal                                      Other Annual          Underlying
Name and Principal Position                    Year        Salary          Bonus        Compensation (1)          Options
------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>              <C>          <C>                     <C>
Shmuel BenTov
    Chairman, Chief Executive Officer          2003          $240,000        $     -               $ 7,601                   -
                                               2002          $240,000        $     -               $26,343                   -
                                               2001          $300,000        $     -               $ 4,601                   -
------------------------------------------------------------------------------------------------------------------------------
Richard D. Falcone                             2003          $180,000        $21,000               $     -                   -
    Chief Financial Officer                    2002          $186,000        $     -               $     -               7,500
                                             2001(2)         $182,000        $     -               $     -              17,500
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Includes payments with respect to life insurance, car allowance and health
      insurance.

(2)   Mr. Richard D. Falcone, Chief Financial Officer of the Company as of
      December 31, 2001, was an advisor to the Company from January 1, 2001 to
      March 31, 2001. On April 1, 2001, Mr. Falcone became an employee of the
      Company. On July 1, 2001, Mr. Falcone became the Chief Financial Officer
      of the Company. This information includes his total compensation from
      January 1, 2001 through December 31, 2001.


   Aggregated Option Exercises In the Year Ended December 31, 2003 and
                         Fiscal Year-End Option Values


<TABLE>
<CAPTION>
                                                                  Number of Securities
                                                                 Underlying Unexercised     Value of Unexercised In-
                                     Shares                         Options Held at          the-Money Options at
                                   Acquired on      Value          December 31, 2003           December 31, 2003
          Name                       Exercise     Realized      Exercisable/Unexercisable   Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>           <C>                         <C>
Shmuel BenTov                            -               -           7,500/0                         $0/$0
---------------------------------------------------------------------------------------------------------------------
Richard D. Falcone                       -               -         22,500/2,500                  $81,900/$9,100
---------------------------------------------------------------------------------------------------------------------
</TABLE>


Neither Mr. BenTov nor Mr. Falcone exercised any options in the year
ended December 31, 2003.



<PAGE>



                              Director Compensation

         All of the outside directors of the Company are compensated for their
services provided as a director. Beginning January 1, 2002 until November 6,
2002, each outside director was paid $1,000 per quarter. Starting November 6,
2002, each outside director is paid $2,000 per quarter and in addition all
reasonable expenses relating to the business of the Company are paid by the
Company. Pursuant to the Company's stock option plan, each non-director is
automatically granted stock options to purchase 250 shares of Common Stock on
the date of initial appointment or election as a non-employee director and stock
options to purchase an additional 250 shares of Common Stock on each date of
re-election, in each case at fair market value on the date of grant. If the Plan
Restatement is approved, the Board of Directors in its discretion may grant
stock options to purchase up to 5,000 shares of Common Stock per calendar year
to each non-employee director at fair market value on the date of grant.

                              Employment Agreements

         On August 7, 1997, the Company and Shmuel BenTov entered into a
two-year employment agreement providing for his employment as the Company's
Chairman of the Board, President and Chief Executive Officer with an annual base
salary of $250,000. Mr. BenTov and the Company agreed during the two-year term
of his employment agreement not to (i) increase Mr. BenTov's compensation
(including base salary and bonus) or (ii) otherwise amend the terms of Mr.
BenTov's employment agreement. The employment agreement provides that in the
event of termination: (i) without cause, Mr. BenTov will receive a lump sum
severance allowance in an amount equal to 2.00 times his then annual base
salary; (ii) as a result of the disability or incapacity of Mr. BenTov, Mr.
BenTov will be entitled to receive his then annual base salary during the two
years following the termination notice; and (iii) as a result of the death of
Mr. BenTov, Mr. BenTov's estate will be entitled to receive a lump sum payment
equal to his then annual base salary. The agreement includes a two-year
non-compete covenant commencing on the termination of employment. In August
1999, a new employment agreement was entered into by the Company and Mr. BenTov.
This agreement expired on December 31, 2001. The agreement has essentially
identical items to the prior employment agreement, with the exception of an
increase in Mr. BenTov's annual salary to $300,000. In January, 2002, a new
employment agreement was entered into by the Company and Mr. BenTov. This
agreement expires on December 31, 2004. The agreement has essentially identical
items to the prior employment agreements.

         Effective September 11, 2001, the Company and Richard D. Falcone
entered into an employment agreement providing for his employment as the
Company's Chief Financial Officer at an initial base salary of $200,000. The
employment agreement provides that in the event of termination without cause,
Mr. Falcone will receive a severance allowance in an amount equal to three
months of his then annual base salary. The agreement also provides that in the
event of termination due to a change of control, Mr. Falcone will receive a
severance allowance in an amount equal to six months of his then annual base
salary. The agreement includes a one-year non-compete covenant commencing on the
termination of employment. Pursuant to the employment agreement, Mr. Falcone
received the option to purchase an aggregate of 36,000 shares of Common Stock at
$.33 per share. The options expire in ten years from the date of grant. Mr.
Falcone's employment agreement provides for annual automatic renewal unless
cancelled within 60 days prior to the end of the renewal term.

           Compensation Committee Interlocks and Insider Participating

         Shmuel BenTov, Chairman of the Board and Chief Executive Officer of
TACT, served as a member of the Compensation Committee during 2002. No other
interlocks or insider participation required to be disclosed under this caption
occurred during 2002. Mr. BenTov resigned from the Compensation Committee in
November 2002.


<PAGE>

         Report of the Compensation Committee of the Board of Directors

         The Compensation Committee of the Board of Directors has responsibility
for establishing and monitoring compensation programs of the Company's executive
officers, which include the Company's Chief Executive Officer and Chief
Financial Officer. The Compensation Committee is composed of Reuven Battat and
Steven S. Mukamal. Robert E. Duncan served on the committee from May 2002 until
April 22, 2003, when he resigned from the Board of Directors. Shmuel BenTov
served on the Committee through August 2002 and William Miller served on the
Compensation Committee from August 2002 through February 2003 when he resigned
from the Compensation Committee. Compensation arrangements for the Company's
executive officers are usually negotiated on an individual basis between the
Chief Executive Officer and each executive. Compensation arrangements for the
Company's Chief Executive Officer are negotiated between the other members of
the Board of Directors and Mr. BenTov. Although these arrangements are, by and
large, subjective, objective measurements such as industry comparisons,
compensation history and other significant factors were also taken into account.
From the Company's point of view, these compensation arrangements are invariably
designed to attract talented executives to a challenging and demanding
environment and to retain such executives for the long-term benefit of the
Company. In furtherance of such goals and to provide incentives to enhance
stockholder value, the Company's compensation arrangements with its executive
officers often provide for equity participation in the Company. The Company
believes the interests of its shareholders are well served if part of the
compensation of the Company's executives is tied to the performance of the
Company.

         The compensation packages of the Chief Executive Officer and Chief
Financial Officer are set forth in employment agreements with the Company. See
"Employment Agreements." The Company's executive officers are entitled to
participate in a bonus program that is administered by the non-employee
directors of the Compensation Committee.

         In determining bonus compensation, the Compensation Committee seeks to
create a direct link between the bonus payable to each executive officer and the
financial performance of the Company as a whole. The factors which may be
considered in determining the amount of individual bonus awards include earnings
per share targets and individual performance compared to predetermined
strategic, financial and operational objectives. For the year ended December 31,
2003, there was a $21,000 cash bonus paid to the Chief Financial Officer and
there was no cash bonus paid to the Chief Executive Officer. For the year ending
December 31, 2004, the Chief Executive Officer may be entitled to receive a cash
bonus not to exceed one percent of the Company's total revenues for the year
subject to approval by the non-employee directors of the Compensation Committee
and further subject to the Company meeting certain financial performance
criteria.

                                               The Compensation Committee:
                                               Steven S. Mukamal, Chairman
                                               Reuven Battat




<PAGE>



Item 12.  Security Ownership of Certain Beneficial Owners and Management.

                      Equity Compensation Plan Information

The information presented in the table below is as of December 31, 2003.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                                                   Number of securities
                               Number of securities                              remaining available for
                                   to be issued           Weighted-average        future issuance under
                                 upon exercise of        exercise price of      equity compensation plans
Plan                           outstanding options,     outstanding options,      (excluding securities
Category                        warrants and rights     warrants and rights     reflected in column (a) )
--------                        -------------------     -------------------     -------------------------
                                       ( a )                   ( b )                      ( c )
------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                     <C>
Equity compensation plans
approved by security
holders                               158,521                  $3.27                     141,479
------------------------------------------------------------------------------------------------------------
Equity compensation plans
not approved by security
holders                                  0                     $0.00                        0
------------------------------------------------------------------------------------------------------------
Total                                 158,521                  $3.27                     141,479
------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



         Security Ownership of Certain Beneficial Owners and Management


         The following table sets forth, as of March 31, 2004, certain
information regarding the beneficial ownership of our Common Stock, Series A
Preferred Stock and Series B Preferred Stock by (i) each of the Company's
directors, (ii) each of the executive officers named in the Summary Compensation
Table, (iii) all directors and officers of the Company as a group and (iv) each
person known by the Company to own beneficially more than 5% of the Common
Stock. As of March 31, 2004, 2,107,967 shares of Common Stock, 530,304 shares of
Series A Preferred Stock and 41,311 shares of Series B Preferred Stock were
outstanding. Unless otherwise indicated in the table below, each person or
entity named below has an address in care of the Company's principal office. All
share amounts are rounded to the nearest whole share.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                             Amount and Nature
                                                                              of Beneficially     Percentage
    Title of Class                      Name of Shareholder                     Ownership (1)      of Class
---------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                  <C>                 <C>
Common                  Mr. Shmuel BenTov, Chairman, Chief Executive          1,032,198(2)          45.9%
                        Officer and President
---------------------------------------------------------------------------------------------------------------
Common                  Mr. Sanjeev Welling                                     137,104(3)           6.5%
---------------------------------------------------------------------------------------------------------------
Common                  Mr. Piotr Zielczynski                                   136,770(4)           6.5%
---------------------------------------------------------------------------------------------------------------
Common                  Mr. William P. Miller, Director                          24,476(5)           1.2%
---------------------------------------------------------------------------------------------------------------
Common                  Mr. Richard D. Falcone, Chief Financial Officer          23,000(6)           1.1%
---------------------------------------------------------------------------------------------------------------
Common                  Mr. Steven S. Mukamal, Director                           7,750(7)             *
---------------------------------------------------------------------------------------------------------------
Common                  Mr. Robert Duncan, Director                               4,525(8)             *
---------------------------------------------------------------------------------------------------------------
Common                  Mr. Reuven Battat, Director                               1,500(9)             *
---------------------------------------------------------------------------------------------------------------
Common                  All current directors and executive officers as a     1,093,449(10)         48.1%
                        group (6 persons)
---------------------------------------------------------------------------------------------------------------
Series A Preferred      Mr. Shmuel BenTov, Chairman, Chief Executive            530,304              100%
Stock                   Officer and President
---------------------------------------------------------------------------------------------------------------
Series A Preferred      All directors and executive officers as a group (1      530,304              100%
Stock                   person
---------------------------------------------------------------------------------------------------------------
Series B Preferred      Mr. Yosi Vardi (11)                                      41,311              100%
Stock
---------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

(1)   As used in the tables above, "beneficial ownership" means the sole or
      shared power to vote or direct the voting or to dispose or direct the
      disposition of any security. A person is deemed to have "beneficial
      ownership" of any security that such person has a right to acquire within
      60 days of March 31, 2004. Any security that any person named above has
      the right to acquire within 60 days is deemed to be outstanding for
      purposes of calculating the ownership of such person but is not deemed to
      be outstanding for purposes of calculating the ownership percentage of any
      other person. Unless otherwise noted, each person listed has the sole
      power to vote, or direct the voting of, and power to dispose, or direct
      the disposition of, all such shares.

(2)   Includes: (i) an aggregate of 27,454 shares of common stock owned by Mr.
      BenTov's two minor children, for whom he acts as custodian; (ii) 3,750
      shares of common stock owned by Mr. BenTov's spouse; (iii) 7,500 shares of
      common stock issuable upon exercise of currently exercisable options and
      (iv) 132,576 shares of common stock currently issuable upon conversion of
      530,304 shares of Series A Preferred Stock.

(3)   Includes 2,917 shares of common stock issuable upon exercise of currently
      exercisable options. Based upon a Schedule 13G filed with the SEC on
      August 21, 2002. Mr. Welling's address is 31 Winding Brook Way, Edison,
      New Jersey 08820.

(4)   Includes 2,583 shares of common stock issuable upon exercise of currently
      exercisable options. Based upon a Schedule 13G filed with the SEC on
      August 21, 2002. Mr. Zielczynski's address is 33 Glen Rock Road, Cedar
      Grove, New Jersey 07009.

(5)   Includes (i) 20,201 shares owned by a corporation of which Mr. Miller
      serves as an officer and a director, over which Mr. Miller may be deemed
      to have voting and/or investment power and of which Mr. Miller disclaims
      beneficial ownership and (ii) 250 shares of common stock issuable upon
      exercise of currently exercisable options.

(6)   Includes 22,500 shares of common stock issuable upon exercise of currently
      exercisable options.

(7)   Consists of 1,500 shares of common stock issuable upon exercise of
      currently exercisable options and 6,250 shares of common stock over which
      Mr. Mukamal exercises investment power.

(8)   Includes 500 shares of common stock issuable upon exercise of currently
      exercisable options. Mr. Duncan resigned from the Board of Directors
      effective April 22, 2004.

(9)   Consists of 1,500 shares of common stock issuable upon exercise of
      currently exercisable options.

(10)  Includes 33,762 shares of common stock issuable upon exercise of currently
      exercisable options and 132,576 shares of common stock issuable upon
      conversion of 530,304 shares of Series A Preferred Stock.

(11)  Mr. Vardi's address is 12 Shamir Street, Tel Aviv 69693, Israel.

      *Indicates less than 1%.



<PAGE>



                                     PART IV

Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

Exhibit
Number         Description of Exhibits
------         -----------------------

   31.1        Certification of Chief Executive Officer pursuant to Section 302
               of Sarbanes-Oxley Act of 2002.

   31.2        Certification of Chief Financial Officer pursuant to Section 302
               of Sarbanes-Oxley Act of 2002.


<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.

                                                THE A CONSULTING TEAM, INC.


                                                By: /s/ Shmuel BenTov
                                                    ---------------------
                                                    Shmuel BenTov,
                                                    Chief Executive Officer
                                                    Date: April 21, 2004

         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 and on the dates indicated.


<TABLE>
<CAPTION>
              Signature                                          Title                                    Date
---------------------------------------    --------------------------------------------------    ------------------------


<S>                                        <C>                                                   <C>
       /s/ Shmuel BenTov                   Chief Executive Officer and Director                      April 21, 2004
---------------------------------          (Principal Executive Officer)
         Shmuel BenTov

    /s/ Richard D. Falcone                 Chief Financial Officer                                   April 21, 2004
---------------------------------          (Principal Financial and Accounting Officer)
      Richard D. Falcone

       /s/ Reuven Battat                   Director                                                  April 21, 2004
---------------------------------
         Reuven Battat

      /s/ Steven Mukamal                   Director                                                  April 21, 2004
---------------------------------
        Steven Mukamal

      /s/ William Miller                   Director                                                  April 21, 2004
---------------------------------
        William Miller
</TABLE>