UNITED STATES 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, 1998

          [ ]  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 0-27190

                           PARAMOUNT FINANCIAL CORPORATION
                (Exact Name of Registrant as Specified in Its Charter)

                      DELAWARE                        11-3072768
           (State or Other Jurisdiction of         (I.R.S. Employer
           Incorporation or Organization)        Identification No.)

                                  ONE JERICHO PLAZA
                               JERICHO, NEW YORK 11753
                       (Address of Principal Executive Offices)

                                    (516) 938-3400
                 (Registrant's Telephone Number, Including Area Code)


      Securities registered pursuant to Section 12(b) of the Act:  None.

      Securities registered pursuant to Section 12(g) of the Act:

                       Units, each consisting of two shares of
                        Common Stock and two Class A Warrants
                         -----------------------------------
                                   (Title of class)


             Class A Warrants, each to purchase one share of Common Stock
                ------------------------------------------------------
                                   (Title of class)


                       Common Stock, $0.04 par value per share
                        ------------------------------------
                                   (Title of class)


               Indicate by check mark whether the Registrant (1) has filed
          all reports required to be filed by Section 13 or 15(d) of the
          Securities Exchange Act of 1934 during the preceding 12 months
          (or for such shorter period that the Registrant was required to
          file such reports), and (2) has been subject to such filing
          requirements for the past 90 days.

                              Yes  X              No
                                  ---                ---

               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 the 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.  [X]

               The aggregate market value of the voting stock (Common
          Stock) held by non-affiliates of the Registrant on April 26, 1999
          was approximately $2,184,282 based on the closing sales price of
          such stock on such date, as reported by the Nasdaq SmallCap
          Market.

               The number of shares outstanding of the Registrant's Common
          Stock, as of April 26, 1999 was:  2,160,000 shares of Common
          Stock, $0.04 par value.


                    --------------------------------------------

                         DOCUMENTS INCORPORATED BY REFERENCE

                                        None.


          <PAGE>


                           PARAMOUNT FINANCIAL CORPORATION

                                     FORM 10-K/A
                                   AMENDMENT NO. 1

                                  TABLE OF CONTENTS
                                                                       PAGE
                                                                       ----

                                       PART III

          ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF
                    THE REGISTRANT  . . . . . . . . . . . . . . . . . . . 1

          ITEM 11 - EXECUTIVE COMPENSATION  . . . . . . . . . . . . . . . 2

          ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                    OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . 4

          ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED
                    TRANSACTIONS  . . . . . . . . . . . . . . . . . . . . 4

          SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . 5


                                         -i-


          <PAGE>


                                       PART III

          ITEM 10  -  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


               The following information is supplied with respect to the
          directors and executive officers of Paramount Financial
          Corporation (the "Corporation"):

           NAME               AGE      POSITION WITH THE CORPORATION
           ----               ----   -------------------------------

           Glenn Nortman      41     Chief Executive Officer, Secretary
                                     and a Director
           Jeffrey Nortman    40     Chief Operating Officer and a
                                     Director

           Larry Austin       68     Director

           William H. Kelly   58     Director


               Certain biographical information regarding each director and
          executive officer is set forth below:

               Glenn Nortman is the Chief Executive Officer, Secretary and
          a director of the Corporation.  Prior to becoming Chief Executive
          Officer in 1997, Mr. Nortman had served as the Corporation's Co-
          Chief Executive Officer beginning in 1996 and as the Executive
          Vice President from June 1992.  Mr. Nortman runs the day-to-day
          operations of the Corporation's lease finance business and
          systems integration and consulting business.  From 1987 to 1992,
          Mr. Nortman served as the National Accounts Manager for
          Pacificorp Capital, a wholly-owned computer leasing subsidiary of
          PacifiCorp, the public utility in Portland, Oregon.  Mr. Nortman
          is the brother of Jeffrey Nortman.

               Jeffrey Nortman is the Chief Operating Officer and a
          director of the Corporation.  Prior to becoming Chief Operating
          Officer in 1997, Mr. Nortman served as the Corporation's Co-Chief
          Executive Officer beginning in 1996 and as the President from the
          Corporation's inception in July 1991.  Mr. Nortman runs the day-
          to-day operations of the Corporation's staffing services
          business.  From 1987 to 1991, Mr. Nortman was the Manager of
          Peripheral Trading for Pacificorp Capital.  Mr. Nortman is the
          brother of Glenn Nortman.

               Larry Austin has been a director of the Corporation since
          1998.  Mr. Austin is Chairman and Chief Executive Officer of Austin
          Travel Corporation, the 50th largest travel management company in the
          United States.  In addition, he is Chairman of Austin Associates,
          LLC, a group of four hundred independent travel agents to whom
          Austin Travel Corporation provides contract management services,
          education services and technology procurement services.  Mr.
          Austin also serves as a member of the Board of Directors of the Long
          Island Association, WLIW/Channel 21, C.W. Post School of Business,
          is President of the Long Island Philharmonic and Chairman of the
          Travel Management Alliance, a $1 Billion group of travel management
          companies.  

               William H. Kelly has been a director of the Corporation
          since 1998.  The Honorable William H. Kelly is a prominent member
          of the Long Island community serving as Mayor of Asharoken since
          1982.  In addition, since 1976 Mr. Kelly has been the owner of
          WHK Leasing, a high technology equipment leasing company since
          1976.  Mr. Kelly has served as past President of the New York
          State Conference of Mayors and as Chairman Tri-County Village
          Officials Association.

          COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

               Section 16(a) of the Securities Exchange Act of 1934, as
          amended, requires the Corporation's directors and executive
          officers, and persons who own more than 10% of a registered class

                                      -1-

<PAGE>

          of the Corporation's equity securities, to file with the
          Securities and Exchange Commission reports of ownership and
          reports of changes in ownership of Common Stock and other equity
          securities of the Corporation and to furnish the Corporation with
          copies of all Section 16(a) forms they file.  Based solely on a
          review of the copies of such reports furnished to the
          Corporation, the Corporation believes that, during the 1998
          fiscal year, all filing requirements applicable to its executive
          officers, directors and greater than 10% stockholders were
          complied with in a timely fashion during the fiscal year ended
          December 31, 1998.


          ITEM 11  -  EXECUTIVE COMPENSATION

          EXECUTIVE COMPENSATION

               The following table summarizes all compensation earned by or
          paid to the Corporation's Chief Executive Officer and each of the
          Corporation's other executive officers whose total annual salary
          and bonus exceeded $100,000 (collectively, the "named executive
          officers"), for services rendered in all capacities to the
          Corporation during the fiscal years ended December 31, 1998, 1997
          and 1996.

                              SUMMARY COMPENSATION TABLE

                                              ANNUAL COMPENSATION
                                          ----------------------------

           NAME AND                       FISCAL
           PRINCIPAL POSITION              YEAR     SALARY     BONUS
           ------------------             ------    ------     ------
           Glenn Nortman . . . . . . .     1998  $340,182     $ 73,000
                Chief Executive Officer    1997   332,717        0 
                                           1996   297,900      100,000

           Jeffrey Nortman . . . . . .     1998  $365,112        -
                Chief Operating Officer    1997   332,924        -
                                           1996   297,900        -

           Paul Vecker(6)  . . . . . .     1998  $226,378        -
                Senior Vice President      1997   204,095        -
                and Chief                  1996   184,200        -
                Financial Officer
           David Dinin(7)  . . . . . .     1998  $252,389        -
            Senior Vice President          1997   121,314        -
          =================================================================


           NAME AND                    FISCAL     ALL OTHER     TOTAL ANNUAL
           PRINCIPAL POSITION           YEAR    COMPENSATION    COMPENSATION
           ------------------          ------   -------------   ------------

           Glenn Nortman . . . . . . .  1998  $ 45,541(1)    $458,723
                Chief Executive Officer 1997    39,580(2)     472,297
                                        1996    35,300(3)     333,200

           Jeffrey Nortman . . . . . .  1998  $ 45,258(1)    $410,370
                Chief Operating Officer 1997    39,290(4)     372,214
                                        1996    35,300(3)     333,200

           Paul Vecker(6)  . . . . . .  1998    $7,200(5)    $233,578
                Senior Vice President   1997           -      204,095
                and Chief               1996           -      184,200
                Financial Officer

           David Dinin(7)  . . . . . .  1998    $7,200(5)    $259,589
            Senior Vice President       1997           -      121,314
          =================================================================

          (1)  Represents payments of approximately $18,700 for automobile
               expenses and $26,841 for country club dues for Mr. Glenn
               Nortman, and approximately $18,400 for automobile expenses
               and $26,858 for country club dues for Mr. Jeffrey Nortman.

          (2)  Represents payments of approximately $18,700 for automobile
               expenses and $20,880 for country club dues and personal use.

          (3)  Represents payments of approximately $18,000 for automobile
               expenses, $11,300 for country club dues and $6,000 for
               split-dollar life insurance premiums.

          (4)  Represents payments of approximately $18,400 for automobile
               expenses and $20,890 for country club dues and personal use.

          (5)  Represents automobile expenses.

          (6)  Mr. Vecker resigned from the Corporation on January 31,
               1999.

          (7)  Mr. Dinin resigned from  the Corporation on March 31, 1999.

                                         -2-

<PAGE>


               All directors of the Corporation are reimbursed for all
          reasonable expenses incurred by them in acting as a director or
          as a member of any committee of the Board of Directors.

          EMPLOYMENT AGREEMENTS

               Messrs. Glenn and Jeffrey Nortman have employment agreements
          with the Corporation described below.  Each of these employment
          agreements automatically renews for successive one year terms
          unless either the Corporation or the employee notifies the other
          of its intention not to renew the employment agreement within 90
          days of each anniversary date of the agreements (i.e., by October
                                                           ---
          6 of each year such notice must be given.

               The Corporation's employment agreements with Messrs. Nortman
          provide for an annual base salary of $300,000 for the first year
          of the term, $330,000 each in the second year of the term and an
          annual base salary of $360,000 for the third year of the term. 
          As part of their compensation package, Messrs. Nortman receive
          the use of an automobile and certain other fringe benefits
          commensurate with their duties and responsibilities.  In
          addition, Messrs. Nortman will be entitled to receive a severance
          payment equal to 2.99 times their respective five year average
          salary if, among other things, without their consent, their
          duties, responsibilities or position are materially diminished,
          if there is any material breach of their employment agreements by
          the Corporation at any time during the term thereof of if the
          Corporation experiences a "Change of Control" (as defined).

          KEY-MAN AND SPLIT-DOLLAR LIFE INSURANCE

               The Corporation maintains key-man/split-dollar life
          insurance policies on the lives of each of Glenn and Jeffrey
          Nortman.  The death benefits under these policies are allocated
          $1,000,000 towards the key-man component and $4,000,000 towards
          the split-dollar component.

          DIRECTOR OPTION PLAN

               On October 1, 1995, the Board of Directors of the
          Corporation adopted, and the Corporation's stockholders approved,
          the Corporation's 1995 Director Option Plan (the "Director
          Plan"), pursuant to which 12,500 shares of Common Stock of the
          Corporation were reserved for issuance upon the exercise of
          options granted to non-employee directors of the Corporation. 
          The purpose of the Director Plan is to encourage ownership of the
          Corporation's Common Stock by non-employee directors of the
          Corporation whose initial retention and then continued services
          are considered essential to the Corporation's future and to
          provide them with a further incentive to remain as directors of
          the Corporation.  To date, no such options have been granted
          under the director Plan.

               The Directors Plan is administered by the Board of
          Directors.  Directors of the Corporation who are not employees of
          the Corporation or any subsidiary of the Corporation are eligible
          to participate in the Plan. The Director Plan expires in August
          2005.  The Board of Directors may award, alter or discontinue the
          Director Plan, subject to certain limitations.

               Under the Director Plan, an eligible director of the
          Corporation will, after having served as a director for one year,
          automatically receive non-qualified stock options to purchase 500
          shares of Common Stock per annum at an exercise price equal to
          the fair market value of such shares at the time of grant of such
          option.  Each such option is immediately exercisable for a period

                                       -3-

<PAGE>

          of 10 years from the date of grant but generally may not be
          exercised more than 90 days after the date an optionee ceases to
          serve as a director of the Corporation.  Options granted under
          the Director Plan are not transferable by the optionee other than
          by will, laws of descent and distribution or as required by law.

               Common Stock may be purchased from the Corporation upon the
          exercise of an option by payment in cash or cash equivalent,
          through the delivery of shares of Common Stock having a fair
          market value equal to the cash exercise price of the option, or
          any combination of the above, subject to the discretion of the
          Board of Directors.


          ITEM 12  -  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                    MANAGEMENT

               The following table sets forth the number and percentage of
          shares of Common Stock beneficially owned, as of April 26, 1999,
          by (i) all persons known by the Corporation to be the beneficial
          owner of more than 5% of the outstanding Common Stock; (ii) each
          of the current directors of the Corporation; and (iii) all
          directors and executive officers of the Corporation as a group.

           NAME AND ADDRESS               AMOUNT OF           PERCENT OF
           OF BENEFICIAL OWNER(1)  BENEFICIAL OWNERSHIP(2)   COMMON STOCK
           ----------------------  ----------------------    ------------

           Glenn Nortman . . . .          375,236               17.37%

           Jeffrey Nortman . . .          375,236               17.37%

           William H. Kelly  . .           11,588               0.54%

           Larry Austin  . . . .                0                 -

           All directors and
            executive officers as
            a group (5 persons)           762,060               35.28%



          ---------------------
          (1)  The address of each listed person is c/o Paramount Financial
               Corporation, One Jericho Plaza, Jericho, New York 11753.

          (2)  All share information has been adjusted to give effect to a
               one-for-four stock split consummated by the Corporation in
               August 1998.


          ITEM 13  -  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               Since the beginning of the Corporation's fiscal year ending
          December 31, 1998, there were no relationships or transactions to
          be disclosed pursuant to this Item 13.

                                      -4-

<PAGE>

                                      SIGNATURES

               Pursuant to the requirements of Section 13 or 15(d) 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.


                                        PARAMOUNT FINANCIAL CORPORATION


          Dated:  April 28, 1999        By:  /s/ GLENN NORTMAN
                                           ----------------------------
                                             Glenn Nortman,
                                             Chief Executive Officer