<PAGE>

                              FORM 10QSB
                                   
          QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
                                   
                   SECURITIES EXCHANGE ACT OF 1934
                                   
                                   
            For the quarterly period ended: March 31, 1999
                                   
                    Commission file No. __________
                                   
                                   
                    AMERICAN CARD TECHNOLOGY, INC.
     (Name of small business issuer as specified in its charter)
                                   
                                         
                                                            
        Delaware                                         06-1403123
(State of incorporation)                     (IRS Employer Identification No.)
                                   
1355 Terrell Mill Road, Building 1462, Suite 200, Marietta, Georgia 30067
     (Address of principal executive offices including zip code)
                                   
Issuer's telephone number:                               (770) 951-2284
                                   
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__

The number of issuer's shares of Common Stock outstanding as of
March 31, 1999 was 3,901,136

Transitional Small Business Disclosure Form (check one): Yes __ No _X_

<PAGE>

PART I.      FINANCIAL INFORMATION


ITEM 1.      FINANCIAL STATEMENTS
                                       American Card Technology, Inc.
                                       (a development stage company)

                              Balance Sheets


                                   Assets
                                                                    
<TABLE>
<CAPTION>
                                              Unaudited
                                             March 31,1999   December 31,1998
                                                                    
                                             -------------   ----------------   

<S>                                           <C>                <C> 
Current
  Cash                                        $     65,030       $    137,130
  Accounts receivable                               34,896            169,505
  Inventory                                        155,920            151,703
  Prepaid expenses and other current assets         27,532             10,533
                                                -----------           -------
Total current assets                               283,378            468,871

Equipment, net                                      98,722             93,681

Other assets:
  Software development costs, net                   94,457            113,348
  Deferred registration and debt costs             662,717            662,717
  Other                                              7,820              7,820
                                               -----------        -----------
                                                                    
                                              $  1,147,094       $  1,346,437
                                               -----------        -----------   
                                    
                           Liabilities and Stockholders' Deficit

<S>                                           <C>                <C> 
Current:
  Accounts payable                            $    663,459       $    806,439
  Accrued interest expense                         575,732            525,984
  Accrued salary and benefits                      794,459            727,164
  Other accrued expenses                            72,000             52,000
  Deferred revenue                                 196,547            196,547
  Notes payable to banks                           600,000            600,000
                                                ----------         ----------
Total current liabilities                        2,902,197          2,908,134

Notes payable to stockholders                      309,361            309,361

Bridge financing notes payable                     925,000            925,000

Notes payable                                    1,205,000            780,000
                                                ----------         ----------

Total liabilities                                5,341,558          4,922,495
                                                ----------         ----------
Commitments and contingencies

Stockholders' deficit :
  Preferred stock, $.001 par value -
    shares authorized 1,000,000; none issued
  Common stock, $.001 par value -
    shares authorized 20,000,000;
          issued and outstanding 3,901,136           3,901              3,901
  Additional paid-in capital                     5,352,925          5,352,925
  Accumulated deficit during
          the development stage                 (9,551,290)        (8,932,884)
                                                ----------         ----------

Total stockholders' deficit                     (4,194,464)        (3,576,058)
                                                ----------         ----------
                                                                    
                                               $ 1,147,094      $   1,346,437
                                                ----------         ----------

                       See accompanying notes to financial statements.
</TABLE>

<PAGE>
                                  American Card Technology, Inc.
                                  (a development stage company)

                                    Statements of Operations

<TABLE>
<CAPTION>                                                                       
                                                                Unaudited
                                                                Period from
                                    Unaudited                  June 21,1994
                               Three Months Ended             (inception) to
                              -----------------------------   March 31, 1999
                              March 31,1999   March 31,1998    
                              -------------   -------------    ------------- 

<S>                           <C>             <C>              <C> 
Revenues                      $     52,418    $      59,589    $     482,928
Costs of sales                      36,590           74,507          471,684
                               -----------     ------------     ------------

Gross profit (loss)                 15,828          (14,918)          11,244
                               -----------     ------------     ------------
Expenses
 General and administrative        420,459          654,703        5,228,352
 Write -off of license fee             -                -            168,000
 Research development              136,622          174,000        1,398,917
 Interest and financing costs, net  77,153          483,843        3,029,765
                               -----------     ------------     ------------

                                   634,234        1,312,546        9,825,034
                               -----------      -----------     ------------
Net loss                      $   (618,406)     $(1,327,464)     $(9,813,790)
                               -----------       ----------     ------------
                                                    
Basic loss per share          $      (0.16)     $     (0.34)

Weighted average number
   of shares outstanding         3,901,136        3,958,548



                      See accompanying notes to financial statements.
</TABLE>
<PAGE>
                                   American Card Technology, Inc.
                                   (a development stage company)

                                     Statements of Cash Flows
<TABLE>
<CAPTION>                                                                    
                                                                   Unaudited
                                                                  Period from
                                          Unaudited               June 21,1994
                                      Three months ended         (inception) to
                                  ----------------------------    --------------
                                  March 31,1999   March 31,1998    March 31,1999

<S>                              <C>             <C>              <C>
Cash flows from 
operating activities:
 Net loss                        $   (618,406)   $ (1,327,464)    $ (9,813,790)
   Adjustments to reconcile
   net loss to net cash used in
   operating activities:
      Depreciation and
        amortization                    29,133          28,136          251,414
      Amortization of deferred
        financing costs                    -            23,278          312,120
      Issuance of debt for
        services rendered                  -               -             72,774
      Issuance of stock for
        services rendered                  -           300,116          300,116
      Issuance of stock for
        loan commitment                    -           300,116          300,116
      Notes receivable exchange
        for services                       -               -              5,000
      Deferred registration 
        costs written off                  -               -            352,966
      Amortization of bridge               
        financing discount                 -            60,937        1,162,500
   Changes in assets and liabilities:
    (Increase) decrease in assets:
      Accounts receivable              134,609         (19,873)         (34,896)
      Inventory                         (4,218)          2,183         (155,921)
      Prepaid expenses and
        other current assets           (16,999)         (9,051)         (27,532)
      Other assets                         -               -             (7,820)
      Increase (decrease) 
        in liabilities:
      Accounts payable                (142,980)        185,436          663,459
      Deferred revenue                     -               -            196,547
      Accrued expenses                 137,043         131,763        1,472,191
                                      ---------        --------       ----------

Total adjustments                      136,588         702,809        4,863,034
                                      ---------        --------       ----------

Net cash used in
    operating activities              (481,818)       (324,423)      (4,950,756)
                                      ---------       ---------      -----------

Cash flows from investing activities:
    Capital expenditures               (15,282)         (7,146)        (217,895)
    Software development costs             -               -           (226,696)
                                      ---------       ---------      ---------- 

Net cash used in 
  investing activities                 (15,282)         (7,146)        (444,591)
                                      ---------       ---------      ----------

Cash flows from financing activities:
    Issuance of common stock               -               -              1,000
    Deferred registration
      costs - original                     -               -           (352,966)
    Deferred registration 
      costs - current                      -          (121,721)        (662,718)
    Deferred financing costs               -           (63,476)        (312,120)
    Borrowings on line of credit       425,000             -          1,805,000
    Proceeds from the issuance 
      of notes to stockholders             -           417,500        3,514,681
    Payments on notes to stockholders      -           (22,500)         (32,500)
    Payments on bridge financing           -        (1,250,000)      (1,250,000)
    Proceeds from the issuance
      of bridge financing                  -         1,500,000        2,750,000
                                       -------       ---------        ---------

Net cash provided by
    financing activities               425,000         459,803        5,460,377
                                       -------       ---------        ---------

Net increase (decrease) in cash        (72,100)        128,234           65,030

Cash, beginning of period              137,130          27,203              -
                                       -------       ---------        ---------

Cash, end of period                   $ 65,030    $    155,437     $     65,030
                                       -------       ---------        ---------

Supplemental disclosures of
   cash flow information:
    Cash paid during the period for:

      Interest                        $ 12,275    $    105,570     $    264,139
                                       -------       ---------         --------

      Income taxes                    $    -      $        -       $        -
                                       -------       ---------         --------
 
                     See accompanying notes to financial statements.

</TABLE>
<PAGE>
                             American Card Technology, Inc.
                              (a development stage company)

                             Notes to Financial Statements
                                     March 31, 1999

1. Basis of Presentation

The financial statements include the accounts of American Card
Technology, Inc. (a development stage company) (the "Company") and
its majority-owned Canadian subsidiary, which was formed in June
1996 and whose results of operations have been immaterial through
March 31, 1999. All significant intercompany accounts and
transactions have been eliminated in consolidation. The Company, a
Delaware corporation, was incorporated on June 21, 1994 to design,
develop and market high security, flexible multiple application
smart card systems.

The Company is in the development stage and its activities to date
have been limited to organizational activities including developing
a business plan, hiring personnel and developing and enhancing its
proprietary smart card technology and software, and it has only
recently commenced the limited marketing of its smart card systems.
Revenues to date, which have been received from few customers, have
been limited.

Certain stock splits were effected in 1996 and 1998 and reflected
retroactively in these financial statements.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.   This basis of
accounting contemplates the recovery of the Company's assets and the
satisfaction of its liabilities in the normal course of operations.
Since inception the Company has been involved in 
organizational activities. The Company's ultimate ability to attain
profitable operations is dependent upon obtaining additional
financing adequate to complete its development activities, and to
achieve a level of sales adequate to support its cost structure. 
Through March 31, 1999, the Company has incurred losses totaling
$9,813,790 and at March 31, 1999, has deficiencies in working
capital and equity of $2,618,819 and $4,194,464, respectively. These
circumstances raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

The Company filed a Registration Statement on Form SB-2 with the
Securities and Exchange Commission that was declared effective on
February 12, 1999.  The public offering is being made on a "best
efforts" basis with the minimum and maximum estimated net proceeds
to the Company of $4,500,000 and $6,424,000, respectively.  However, there
can be no assurance that the Company will be successful in consummating its
plans, including closing the IPO, or that such plans, if consummated, will
enable the Company to attain profitable operations or continue as a going
concern.

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. 
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements.  The financial statements are
unaudited, but in the opinion of management, contain all
adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position, results of operations and cash flows for the
periods presented.  Results of operations and cash flows for the interim
three month  periods are not necessarily indicative of what the
results of operations and cash flows will be for an entire year. 
The accompanying condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements
and notes thereto included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1998.

2.    Notes Payable

At March 31, 1999 and December 31, 1998, the Company had lines of
credit with certain banks.  Loans totaling $600,000 bear interest at
the respective banks prime interest rates and are due on demand or
through June 1999. Borrowings of $300,000 under these lines of
credit are secured by certificates of deposit of one of the Company's
stockholders held by the banks. Another stockholder has guaranteed
the balance of these loans.

In September 1998, the Company entered into additional unsecured
lines of credit with two different Offshore Trusts for $1,000,000
each. Loans under each of these credit lines bear interest at 10%
per annum and are due June 30, 2001. During 1999, the Company
entered into another unsecured line of credit with a third Offshore
Trust for $250,000.  This line bears interest at 10% and is due on June
30, 2001 or earlier to the extent that the Company realizes gross profits
(gross receipts less cost of goods sold) after the closing of the Company's 
contemplated initial public offering. The Company has drawn down
an aggregate of $1,205,000 and $780,000 from these lines of credit
as of March 31, 1999 and December 31, 1998, respectively. Certain
stockholders have guaranteed this debt.      

3.    Notes Payable to Stockholders

Notes payable to stockholders totaling $309,361 at March 31,1999 and
December 31, 1998, bear interest at 10% per annum and were
originally payable on demand. The due dates of these notes have been
extended to the earlier of January 1, 2001 or the closing of a
subsequent debt financing. These notes have been used to finance
operations. Notes totaling $500,000 were converted to equity in
1995, notes totaling $550,000 were converted to equity in January
1997 and notes totaling $1,895,594 were converted to equity in
September 1998.

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

      The Company was organized in June 1994 and is in the development
stage. Since inception, the Company has been engaged principally in
organizational activities, including developing a business plan,
hiring personnel and developing and enhancing its proprietary smart
card technology and software, and has only recently commenced the
limited marketing of its smart card systems.  The Company's
objective is to become a leading provider of smart card systems to
government and commercial enterprises ("System Sponsors") requiring
increasingly complex, secure and cost-effective information
processing systems. The Company intends to market its products
through strategic marketing alliances and licensing or other
arrangements with systems integrators, value added resellers and
other smart card vendors. The Company anticipates that, under
certain circumstances, its smart card products will be bundled with
its strategic partners' products and services to create a complete
integrated system that can be marketed to potential System Sponsors.
The Company will also seek to provide complete smart card solutions,
on a turnkey basis, to System Sponsors by providing all of the
hardware and software elements required to implement the system. 

Liquidity and Capital Resources

      At March 31, 1999, the Company had cash on hand of $65,030, a
working capital deficit of $2,618,819 and a stockholders' deficit of
$4,194,464. The Company's primary capital requirements will be to
fund the Company's continuing smart card system development and
enhancement efforts, its sales and marketing activities and the
Company's working capital. The Company has historically financed its
capital requirements through the issuance of equity and debt
securities, contributions to capital and bank borrowings. 

      The Company's capital requirements have been and will continue
to be significant. The Company has been dependent on the sales of
its securities to private investors, as well as on capital
contributions and loans from affiliates and certain financial
institutions guaranteed by certain stockholders of the Company.
During the period from inception through March 31, 1999, the Company
raised capital through such means in the estimated aggregate amount
of $6,560,000.  As of March 31, 1999, the Company had lines of
credit in original principal amount aggregating $2,850,000 from
certain banks and trusts, of which $1,045,000 principal amount
remained available as of March 31, 1999.

      On February 12, 1999, the Securities and Exchange Commission
declared effective the Company's registration statement on Form SB-2
relating to the offering of a minimum of 454,600 shares (and a
maximum of 648,900 shares) of common stock, at a price of $11.00 per
share (the "Offering"). The Company is dependent on and intends to
use the proceeds of the Offering to continue the implementation of
its proposed plan of operation.  The Company anticipates, based on
assumptions relating to its current operations (including
assumptions regarding the Company's ability to meet its current
marketing objectives and the timing and costs associated therewith),
that the proceeds of the Offering, together with projected cash flow
from operations, will be sufficient to fund the Company's operations
and capital requirements for at least twelve months following the
closing of the minimum offering.  In the event that the Company's
plans change, its assumptions change or prove to be inaccurate or
the proceeds of the Offering prove to be insufficient to fund
operations (due to unanticipated expenses, technical difficulties,
problems or otherwise), the Company would be required to seek
additional financing sooner than currently anticipated.  There can
be no assurance that the Offering will close or that the proceeds of
the Offering will be sufficient to permit the Company to
successfully further develop and commercialize the Company's smart
card technology or that any assumptions relating to the Company's
operations will prove to be accurate.  In addition, any
implementation of the Company's business plans subsequent to the
twelve month period following the Offering may require proceeds
greater than the proceeds of the Offering or otherwise currently
available to the Company.  There can be no assurance that additional
financing will be available to the Company on commercially
reasonable terms, or at all.  Further, if the closing of the
Offering is delayed, the Company may not have sufficient capital to
fund operations and the anticipated expenses of the Offering.  Any
inability to obtain additional financing when needed may have a
material adverse effect on the Company, including requiring the
Company to curtail its activities and possibly causing the Company
to cease its operations.  The Company's accountants have included an
explanatory paragraph in their report on the December 31, 1998
financial statements expressing substantial doubt about the Company
continuing in business.

Results of Operations for the Quarter ended March 31, 1999

      For the quarter ended March 31, 1999, revenues were $52,418 as
compared to $59,589 for the first quarter of 1998, a decrease of
12%.  Costs of sales in the same period decreased from $74,507 for
the first quarter of 1998 to $36,590 for the first quarter of 1999. 
The Company recognizes revenue upon the shipment of products or the
performance of services.  The sales cycle will vary by customer and
could extend for periods of up to twelve months, depending upon,
among other things, the time required for development, testing, and
installation.  Although sales for the first quarter of 1999 were
lower than the comparable period of 1998, management estimates that
1999 sales will exceed those of the prior year.  In addition, during
April 1999, the Company completed a project which the Company
believes will result in recognition during the second quarter of
fiscal year 1999 of the $196,547 of Deferred Revenue reflected on
the March 31, 1999 Balance Sheet.

      For the quarter ended March 31, 1999, general and
administrative expenses were $420,459 as compared to $654,703 for
the first quarter of 1998, a decrease of 36%.  The decrease of
$234,244 is primarily due to the following item.  During the first
quarter of fiscal year 1998, the Company issued shares of common
stock and warrants to an affiliate of the Company's general counsel
in consideration for services rendered.  The Company expensed
$300,000 in connection with this transaction which is included in
general and administrative expenses.  This reduction was offset by
an increase in payroll costs of approximately $34,000 due to
increased staff levels and an increase of $35,000 in costs of
professional services due to issues related to general corporate 
matters.

      For the quarter ended March 31, 1999, research and development
expense was $136,622 as compared to $174,000 for the first quarter
of 1998, a decrease of 21.5%.   The decrease is primarily due to a
$72,000 reduction in fees paid to an outside contractor, offset by a
$31,000 increase in payroll costs due to the hiring of additional 
personnel.

      For the quarter ended March 31, 1999, interest and financing
expenses were $77,153 as compared to $483,843 for the first quarter
of 1998, a decrease of 84%.  During the first quarter of fiscal year
1998, the Company amortized $23,000 of deferred financing costs and
$61,000 of original issue discount costs related to its bridge
loans.  No such costs were incurred during 1999.  Also, during the
first quarter of fiscal year 1998, $300,000 was charged to interest
expense relating to shares of common stock issued in consideration
for a  loan commitment.

Forward-Looking Statements

      This quarterly report contains forward-looking statements
about the business, financial condition, and prospects of the
Company and other forward-looking statements within the meaning of
section 27a of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended, that reflect
assumptions made by management and management's beliefs based on
information currently available to it.  When used in this quarterly
report, words such as "believes," "expects," "intends," "plans,"
"anticipates," "estimates" and similar expressions are intended to
identify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions.  The
Company can give no assurance that the expectations indicated by
such forward-looking statements will be realized.  If any of
management's assumptions should prove incorrect, or if any of the
risks and uncertainties underlying such expectations should
materialize, the Company's actual results may differ materially from
those indicated by the forward-looking statements as a result of
many factors, including the risk factors set forth in the Company's
annual report on Form 10-KSB filed with the Securities and Exchange
Commission on April 14, 1999, as well as those set forth herein.


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      The Company is not a party to any pending legal proceeding
(and none of its property is the subject of any pending legal 
proceeding).

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

      On February 12, 1999, the Securities and Exchange Commission
declared effective the Company's registration statement on Form SB-2
relating to the offering of a minimum of 454,600 shares (and a
maximum of 648,900 shares) of common stock, at a price of $11.00 per
share.  The offering has not yet closed.

      During the first quarter of 1999, the Company granted three
employees options to purchase in the aggregate 12,000 shares of the
Company's common stock at an exercise price of $11.00 per share. 
The options were granted pursuant to the Company's 1996 Stock Option
Plan (the "Stock Option Plan") and will vest in annual installments
of twenty-five percent (25%) beginning on the date of grant. 
Pursuant to the Stock Option Plan, stock options covering an
aggregate of 417,150 shares of the Company's Common Stock may be
granted to the foregoing persons. Under the Stock Option Plan,
"incentive stock options" ("Incentive Options") within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), may be granted to employees (including officers), and
non-incentive stock options ("Non-incentive Options") may be granted
to any such employee and to other persons (including directors) who
perform substantial services for or on behalf of the Company. 
Incentive Options and Non-incentive Options are collectively
referred to herein as "1996 Options."  The options granted during
the first quarter of 1999 are Incentive Options.

      The Stock Option Plan is administered by the Company's board
of directors (the "Board") or, at its discretion, by the
compensation committee of the Board (the "Compensation Committee").
The Board or the Compensation Committee have complete authority to
administer and interpret the Stock Option Plan, to determine the
terms upon which 1996 Options may be granted, to prescribe, amend
and rescind such interpretations and determinations and to grant
1996 Options. The Board or the Compensation Committee has the power
to terminate or amend the Stock Option Plan from time to time in
such respects as it deems advisable, except that no termination or
amendment shall materially adversely affect any outstanding Option
without the consent of the grantee, and the approval of the
Company's stockholders will be required in respect of any amendment
which would (i) change the total number of shares subject to the
Stock Option Plan or (ii) change the designation or class of
employees or other persons eligible to receive Incentive Options or
Non-incentive Options. 

      The price at which shares covered by a 1996 Option may be
purchased pursuant thereto shall be no less than the par value of
such shares and no less than the fair market value of such shares on
the date of grant (the "Fair Market Value"); provided, however, that
in the case of Incentive Options, if the optionee directly or
indirectly beneficially owns more than ten percent (10%) of the
total combined voting power of all of the outstanding voting stock
of the Company (a "10% Holder"), the purchase price shall not be
less than one hundred ten percent (110%) of the Fair Market Value on
the date of grant. The Fair Market Value will generally be equal to
the last sale price quoted for shares of Common Stock on Nasdaq on
the date of grant. The purchase price of shares issuable upon
exercise of an option may be paid in cash or by delivery of shares
with a value equal to the exercise price of the option. The Company
may also loan the purchase price to the optionee, or guarantee
third-party loans to the optionee, on terms and conditions
acceptable to the Board or the Compensation Committee. 

      In the event the aggregate fair market value of the shares of
common stock (determined at the time the option is granted) with
respect to which Incentive Options are exercisable for the first
time by the optionee during any calendar year (under all such option
plans maintained by the Company) exceeds $100,000, then only the
first $100,000 of such shares so purchased will be treated as
Incentive Options and any excess over $100,000 so purchased shall be
treated as Non-incentive Options (the "$100,000 Limitation"). This
rule shall be applied by taking 1996 Options into account in the
order or sequence in which they were granted. 

      The number of shares covered by an option is subject to
adjustment for stock splits, mergers, consolidations, combinations
of shares, reorganizations and recapitalizations. The 1996 Options
are generally non-transferable except by will or by the laws of
descent and distribution, and in the case of employees, with certain
exceptions, may be exercised only so long as the optionee continues
to be employed by the Company. If the employee dies or becomes
disabled, the right to exercise the Option, to the extent then
vested, continues for specified periods. 1996 Options may be
exercised within a period not exceeding ten years from the date of
grant, except that the term of any Incentive Options granted to a
10% Holder may not exceed five years from the date of grant. The
terms of Incentive Options are subject to additional restrictions
provided by the Stock Option Plan. 

ITEM 5.  OTHER INFORMATION 

     As of May 1, 1999, Robert Cartagine, the Company's Director of Sales,
resigned his position as an employee of the Company.  The Company is in the
process of finding a replacement for Mr. Cartagine.  The Company's sales efforts
will continue to be led by Raymond Findley, President of the Company.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits
    The exhibits set forth in the Exhibit Index on the page immediately
preceding the exhibits are filed herewith as a part of this report.

b.  Reports on Form 8-K
    No reports on Form 8-K were filed by the Company during the
quarter ended March 31, 1999.




                              SIGNATURES

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


                              AMERICAN CARD TECHNOLOGY, INC.
      

                              By:   /S/ LAWRENCE O. PERL
                                    --------------------

                                    Lawrence O. Perl,
                                    Chief Executive Officer

      
                              By:   /S/ FRANK S. FUINO, JR.
                                    -----------------------

                                    Frank S. Fuino, Jr.
                                    Chief Financial Officer


<PAGE>
                                EXHIBIT INDEX

     
Exhibit
Number                                          Description of Document    
          
     3.1  Articles of Incorporation. (1)  
     3.2  By-Laws. (1)     
   3.2.1  Amended By-laws. (1)     
     4.1  Sample Certificate for Common Stock. (1)  
    10.1  Amended Employment Agreement between the Company and
            Lawrence O. Perl. (1)
    10.2  Employment Agreement between the Company and Raymond Findley, Jr. (1)
    10.3  Amended Employment Agreement between the Company and 
            Robert H. Dixon. (1)
  10.3.1  Employment Agreement between the Company and Frank S. Fuino, Jr. (1)
    10.4  Escrow Agreement, Bank of New York. (1)  
  10.4.1  Amended Escrow Agreement, Bank of New York, Dated August 24, 1999. (1)
  10.4.2  Amended Escrow Agreement, Bank of New York, 
            Dated February 5, 1999.(1)
  10.7.1  Subscription Agreement. (1)   
  10.7.2  Stock Option Agreement (warrant), Chapman Group, LLC. (1)   
10.7.2.1  Amended, Stock Option Agreement (warrant), Chapman Group, LLC. (1)
  10.7.3  Stock Option Agreement (warrant), Harold Rothstein. (1)     
10.7.3.1  Amended, Stock Option Agreement (warrant), Harold Rothstein. (1)
  10.7.4  Stock Option Agreement (warrant), Raymond Roncari. (1) 
10.7.4.1  Amended, Stock Option Agreement (warrant), Raymond Roncari. (1)
  10.8.1  Stock Option Agreement for non-employees and Amendment, 
            Lilly Beter. (1)
  10.8.2  Stock Option Agreement/non-employees and Amendment,
            Harold Rothstein. (1)
  10.8.3  Stock Option Agreement/non-employees and Amendment,
            Raymond Roncari. (1)
  10.8.4  Stock Option Agreement for non-employees and Amendment,
            Bruce Bonadies. (1)
  10.8.5  Stock Option Agreement for non-employees and Amendment, 
            Gordon Walker. (1)
  10.8.6  1996 Nonemployee Director's Stock Option Plan. (1)     
10.8.6.1  Amended, 1996 Nonemployee Director's Stock Option Plan. (1) 
  10.8.7  1996 Stock Option Plan for Employees. (1)    
10.8.7.1  Amended, 1996 Stock Option Plan for Employees. (1)     
  10.8.8  Amended Director Loan Agreement, Harold Rothstein. (1) 
  10.8.9  Amended Director Loan Agreement, Raymond Roncari. (1)  
  10.9.1  Amended Agreement with SoftChip Israel Ltd. and the Company. (1)
10.9.1.1  Amended, Agreement with SoftChip Israel Ltd. and the Company. (1)
10.9.1.2  Amended Technology Purchase Agreement.  
  10.9.2  Agreement with SoftChip Technology (3000) Ltd. and the Company. (1)
10.9.2.1  Agreement with SoftChip Technology (3000) Ltd. and the Company. (1)
  10.9.3  Stock Option Agreement and Amendment, Shreveport Acquisition 
            Corp. (1)
10.9.3.1  Amended, Stock Option Agreement, Amendment and Second Amendment, 
            Shreveport Acquisition Corp. (1)
  10.9.4  Amended, Stock Option Agreement for employee, Robert Dixon. (1)
  10.9.5  Amended, Stock Option Agreement for employee, Michael Pate. (1)
  10.9.6  Amended, Stock Option Agreement for employee, Robert Patten. (1)
10.9.7.1  Amended, Stock Option Agreement for employee, Shawn Nixon. (1)
10.9.7.2  Amended, Stock Option Agreement for employee, Jeremy Zela. (1)
10.9.7.3  Stock Option Agreement for employee, Phyllis Burke. (1)     
  10.9.8  Stock Option Agreement for employee, Robert Cartagine. (1)  
  10.9.9  Stock Option Agreement for employee, Frank S. Fuino, Jr. (1)     
 10.10.1  Loan Agreement between the Company and Prometheus Trust. (1)     
 10.10.2  Promissory Note between the Company and Prometheus Trust. (1)  
 10.10.3  Loan Agreement between the Company and International Caribbean       
            Trust, Ltd. (1)
 10.10.4  Promissory Note between the Company and International Caribbean      
            Trust, Ltd. (1)
 10.10.5   Articles of Incorporation of Animal Passports, Inc. (1)    
 10.10.6   Bylaws of Animal Passports, Inc. (1)   
 10.10.7   Consent of BOD, of Animal Passports Inc., acting in lieu of first   
              meeting. (1)
 10.10.8   Promissory Note between the Company and Butterfly Ltd. Trust    
 10.10.9   Loan Agreement between the Company and Butterfly Ltd. Trust
    27.1   Financial Data Schedule.
    99.1   Dual Smart Card Access, Patent Number # TX 3-639-032 for the        
              Company. (1)
    99.2   Amended Rothstein personal guarantee. (1)
    99.3   Database Services Agreement and Addendum (Florida). (1)    
    99.4   Falcetta, Wachtel & Knochenhauer, LLC regarding the Company. (1)


     (1)     Previously filed as an Exhibit to the Company's Registration
Statement on Form SB-2 (File No. 333-52169).