SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 1O-KSB/A

(Mark One)
|X|  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.
     For the fiscal year ended December 31, 1998
     
                                       OR

| |  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.
     For the transition period from            to 
                                    ----------    ------------

                         Commission file number: 0-21489

                      INTERNATIONAL DISPENSING CORPORATION
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

              Delaware                                  13-3856324
   ----------------------------                     ----------------
   (State or Other Jurisdiction                     (I.R.S. Employer
 of Incorporation or Organization)                 Identification No.)

2500 Westchester Avenue, Suite 317, Purchase, New York              10577
------------------------------------------------------             --------
      (Address or Principal Executive Offices)                    (Zip Code)

                                 (914) 251-0336
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section l2(b) of the Exchange Act:      None

Securities registered under Section l2(g) of the Exchange Act:

                     Common Stock, $.001 par value per share
                     ---------------------------------------
                                (Title of Class)

     Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or l5(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 |_|

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will 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-KSB
or any amendment to this Form 10-KSB.  |X|

     The registrant did not have any revenues for the fiscal year ended December
31, 1998.

     The  aggregate  market  value  of the  registrant's  voting  stock  held by
non-affiliates  computed by reference to the average bid and asked price of such
stock as of March 19, 1999 as reported on the National Association of Securities
Dealers OTC Bulletin Board was approximately $5,469,654. (Aggregate market value
has been  estimated  solely for the purposes of this report.  For the purpose of
this  report  it has  been  assumed  that  all  officers  and  directors  of the
registrant are affiliates of the  registrant.  The statements  made herein shall
not be construed as an admission for  determining  the  affiliate  status of any
person.)


<PAGE>


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     There were  9,566,668  shares of Common Stock  outstanding  as of March 19,
1999.

     Transitional Small Business Disclosure Format (check one): Yes |_|   No |X|

     Documents Incorporated by Reference: None


<PAGE>


ITEM 10.          Executive Compensation.

Summary Compensation Table

     The  following  table  sets  forth  for the three (3)  fiscal  years  ended
December 31, 1998,  information  concerning the compensation  paid or accrued to
the Chief  Executive  Officer of the Company and the one other person serving as
an  executive  officer of the  Company  whose  salary and bonus for fiscal  1998
exceeded $100,000.

<TABLE>
<CAPTION>

                                                         Annual Compensation                        Long-Term Compensation
                                                 -----------------------------------    --------------------------------------------
Name and Principal                  Fiscal        Salary        Bonus   Other Annual    Restricted       Securities       All Other
Position                             year          ($)           ($)    Compensation      Stock          Underlying     Compensation
                                                                          ($)(1)         Award($)        Options (#)        ($)
<S>                                  <C>         <C>            <C>     <C>             <C>              <C>            <C>         
Jon Silverman ....................   1998        $180,000         -          -             -              100,000         $4,430(2)
Chairman, CEO and ................   1997        $187,500         -          -             -                 --           $4,000(2)
President ........................   1996        $144,000         -          -             -                 --              --
                                                                                                       
Jeffrey D. Lewenthal .............   1998        $144,000         -          -             -               50,000            --
Chief Financial Officer, .........   1997        $ 96,000(3)      -          -             -                 --              --
Executive Vice President .........   1996            --           -          -             -                 --              --
of Business Development,
Treasurer and Secretary

<FN>
----------
(1)      The aggregate amount of perquisites and other personal benefits paid to
         each of Mr.  Silverman  and Mr.  Lewenthal did not exceed the lesser of
         (i) 10% of such  officer's  total annual salary and bonus for any given
         fiscal year and (ii) $50,000.  Thus,  such amounts are not reflected in
         the table.

(2)      Represents the premiums paid on a $1,000,000 term life insurance policy
         as to which Mr. Silverman may designate the beneficiary.

(3)      Jeffrey D. Lewenthal's employment with the Company began on March 1997.
         The figure represents the compensation Mr. Lewenthal  received from the
         Company for the period of his employment with the Company in 1997.

</FN>
</TABLE>

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<PAGE>


Option Grants in Fiscal Year Ended December 31, 1998

     The  following  table sets forth  certain  information  concerning  options
granted  during the fiscal year ended  December  31,  1998  pursuant to the 1998
Stock Option Plan to the executive  officers listed in the Summary  Compensation
Table.

<TABLE>
<CAPTION>
                                                       Percent Of Total               Exercise        
                          Number of Securities         Options Granted to             Or Base         
                          Underlying Options           Employees In Fiscal            Price           Expiration
Name                      Granted (#)                  Year                           ($/Sh)          Date      
-----------------         --------------------         -------------------            --------        ----------
<S>                        <C>                           <C>                          <C>             <C>      
Jon Silverman              100,000(1)                    64.5%                        $1.595          4/2/2008
Jeffrey Lewenthal          50,000(2)                     32.3%                        $1.595          4/2/2008

<FN>
----------
(1)      The terms of grant of such  options  provided  that options to purchase
         33,333 shares of common stock of the Company  would become  exercisable
         on April 2, 1999,  options to purchase an  additional  33,333 shares of
         common stock of the Company would become  exercisable  on April 2, 2000
         and options to purchase the remaining  33,334 shares of common stock of
         the Company would become exercisable on April 2, 2001.  Pursuant to the
         amendment dated March 15, 1999 to Mr. Silverman's  employment agreement
         with the  Company,  the  vesting  schedule  and the length of time such
         options may be exercised upon termination of Mr. Silverman's employment
         with  the  Company  were  changed.   See  "Employment  and  Non-Compete
         Agreements" below.

(2)      Of these options,  options to purchase  16,666 share of common stock of
         the  Company  will  become  exercisable  on April 2,  1999,  options to
         purchase an  additional  16,666  shares of common  stock of the Company
         will become  exercisable  on April 2, 2000 and options to purchase  the
         remaining  16,667  shares of common  stock of the  Company  will become
         exercisable on April 2, 2001.

</FN>
</TABLE>

                                        2


<PAGE>


Aggregated Option  Exercises  in Fiscal Year Ended  December 31, 1998 and Fiscal
Year End Option Values

         None of the executive officers listed in the Summary Compensation Table
exercised  any option  during  the fiscal  year ended  December  31,  1998.  The
following  table  sets  forth  certain  information  with  respect to options to
purchase common stock of the Company held by the foregoing executive officers on
December 31, 1998.

<TABLE>
<CAPTION>


                     Number of Securities Underlying      Value of Unexercised In-The-Money
                     Unexercised Options on 12/31/98      Options on 12/31/98 ($)
Name                 (#) Exercisable/Unexercisable        Exercisable/Unexercisable
<S>                            <C>                                  <C>
Jon Silverman                  0/100,000                            0/0
Jeffrey Lewenthal              0/50,000                             0/0

</TABLE>


Employment and Non-Compete Agreements

     The Company has entered into an employment  agreement  with Jon  Silverman,
dated as of January 17, 1997, which expires on December 31, 1999 (the "Silverman
Employment  Agreement").  Pursuant to such agreement,  Mr. Silverman  receives a
base salary of $180,000. In addition, if Mr. Silverman is insurable, the Company
is obligated to pay the premium on a $1,000,000 term life insurance  policy,  to
which Mr.  Silverman will designate the  beneficiary.  Under the agreement,  Mr.
Silverman also is entitled to customary benefits and perquisites.

     The Silverman  Employment Agreement may be terminated by the Company sooner
than December 31, 1999 in the case of his  "disability"  or "for cause" (as such
terms are defined in the agreement). If Mr. Silverman's employment is terminated
for any reason he shall receive his basic salary  through the effective  date of
termination.  If his  employment is terminated  due to his disability or without
cause by the  Company or if Mr.  Silverman  leaves the employ of the Company for
"good reason" (defined in the agreement to include, among other things, a change
in control of the Company or the removal of Mr.  Silverman  from his position as
the Chairman of the Board,  President  and Chief  Executive  Officer),  then Mr.
Silverman  shall also be  entitled  to receive in cash within 10 days after such
termination an amount equal to the greater of (i) one year's basic salary at the
highest rate paid to him during the term of his  employment  under the agreement
or (ii) the  basic  salary  that  would  have  been  paid to him had the term of
employment ended on December 31, 1999 calculated at the highest rate paid to him
during the term of his employment under the agreement.

     On March 15, 1999 the Company and Mr.  Silverman  entered into an agreement
to  amend  the  Silverman  Employment  Agreement  (the  "Silverman  Amendment").
Pursuant to the Silverman Amendment,

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<PAGE>


Mr. Silverman will continue to serve as the Chairman of the Company,  but ceased
being the President and Chief Executive Officer of the Company, effective on the
date of the Silverman  Amendment.  The Silverman Amendment also provides that of
the options to purchase shares of common stock of the Company previously granted
to Mr. Silverman, options to purchase an aggregate of 33,333 shares shall become
exercisable  on April 2, 1999 and options to purchase an  aggregate of 33,334 of
such shares shall become exercisable on December 30, 1999; provided in each case
that Mr. Silverman is still employed by the Company. If they become exercisable,
the foregoing  options may be exercised  until  December 31, 2004 whether or not
the  employment  of Mr.  Silverman  by the  Company has  terminated.  Options to
purchase the remaining  33,333 shares (of the options to purchase 100,000 shares
previously  granted to Mr.  Silverman) shall become null and void and may not be
exercised at any time after the termination of Mr.  Silverman's  employment with
the Company.  As a result of the  foregoing  changes in the terms of the options
previously granted to Mr. Silverman,  all of such options shall be non-qualified
stock options rather than incentive stock options.

     The Company and Gary Allanson  have entered into an  employment  agreement,
dated as of March 15,  1999,  which  expires  on March 14,  2001 (the  "Allanson
Employment  Agreement").  The term of the Allanson  Employment  Agreement may be
extended  for one or two years upon  written  notice given by the Company to Mr.
Allanson prior to June 14, 2000. Pursuant to the Allanson Employment  Agreement,
Mr. Allanson serves as the President and Chief Executive  Officer of the Company
and receives an annual  salary of  $240,000.  In  addition,  if Mr.  Allanson is
insurable, the Company is obligated to pay the premium on a $1,000,000 term life
insurance  policy,  to which Mr. Allanson will designate the beneficiary.  Under
the Allanson  Employment  Agreement,  Mr. Allanson is also entitled to customary
benefits and perquisites.

     Under the Allanson Employment  Agreement,  if Mr. Allanson's  employment is
terminated  for  disability,  for cause or upon his death,  Mr.  Allanson or his
estate  will  receive  his base  salary and other  benefits  through the date of
termination.  If Mr.  Allanson  voluntarily  terminates his employment  with the
Company for "good  reason"  (defined in the  Allanson  Employment  Agreement  to
include,  among other things,  a change in control of the Company or the removal
of Mr. Allanson from his position as the President and Chief Executive Officer),
Mr.  Allanson is entitled to receive his base salary and other benefits  through
the 180th day after the date of  termination.  If Mr.  Allanson's  employment is
terminated  by the Company  without  cause,  the Company is obligated to pay Mr.
Allanson his base salary and provide Mr. Allanson and Mr. Allanson's family with
hospital,  major  medical  and  dental  insurance  equivalent  to the  insurance
provided on the date of termination, through the end of the term of the Allanson
Employment Agreement then in effect on the date of termination.

Compensation of Directors

     The  Director  Option Plan  effective as of April 2, 1998  provides  that a
non-employee director who is not an incumbent director will be granted an option
to purchase 5,000 shares of common stock of the

                                        4

<PAGE>


Company  on the date such  person  first  becomes a  director.  And,  after such
initial grant,  such person will be automatically  granted an option to purchase
an  additional  5,000  shares of common stock of the Company on the date of such
person's reelection as a director,  if by such date the person shall have served
as a director  for at least six months.  Pursuant to the  Director  Option Plan,
Claude Lee and Jay Rosen were each granted an option to purchase 5,000 shares of
common stock of the Company at an exercise price of $1.595 per share,  when they
were elected as directors of the Company on July 9, 1998.

     In addition to the  foregoing,  non-employee  directors  of the Company are
reimbursed  for  reasonable  travel and lodging  expenses  incurred in attending
meetings of the Board of Directors  and any  committees on which they may serve.
Directors do not presently  receive any fees for attendance or  participation at
Board or committee meetings.

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<PAGE>


                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


Dated: April 7, 1999                        INTERNATIONAL DISPENSING CORPORATION

                                            By:/s/ Gary Allanson
                                               -----------------
                                                   Gary Allanson President and
                                                   Chief Executive Officer


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