SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A

                                 Amendment No. 1

[X] Annual Report Pursuant to Section 13 or 15 (d)of the Securities Exchange Act
 of 1934

For the Fiscal Year Ended:   December 31, 1999
                             -----------------
Commission File Number:      0-22319
                             -------

                            Patient Infosystems, Inc.
                            -------------------------
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                                    16-1476509
         --------                                    ----------
(State or Other Jurisdiction of                     (IRS Employer
incorporation or organization)                    Identification No.)

    46 Prince Street, Rochester, NY                    14607
    -------------------------------                    -----
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (716) 244-1367
                                                    --------------

Securities registered pursuant to Section 12(b) of the Exchange Act of 1934:

                                      None

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

                     Common Stock, par value $.01 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 Exchange  Act 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 Regulations S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge, in a 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 held by  nonaffiliates  of the
registrant as of April 28, 2000


       COMMON STOCK, PAR VALUE, $.01 PER SHARE- Approximately $5.4 million


The number of shares  outstanding  of the issuer's  common stock as of April 28,
2000:


               COMMON STOCK, PAR VALUE, $.01 PER SHARE - 8,050,202


                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None
<PAGE>


                                EXPLANATORY NOTE

     The  Registrant  is  amending  its Annual  Report on Form 10-K for the year
ended December 31, 1999 to include the  information  required in Part III, Items
10 through 13,  which was  omitted in the  original  filing  pursuant to General
Instruction G(3) of this Form 10-K.

                                    PART III

ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The names, ages, principal occupations and other information concerning the
directors and executive officers of the Company, based upon information received
from them, are set forth below.

     Derace L.  Schaffer,  M.D.,  52 (Chairman  of the Board of Directors  since
1995). Dr. Schaffer has been Chairman of the Board and a Director of the Company
since its  inception  in February  1995.  Dr.  Schaffer is  President of the Ide
Imaging  Group,  P.C.,  as  well  as the  Lan  Group,  a  venture  capital  firm
specializing  in health  care and high  technology  investments.  He serves as a
director  of  the  following  public  companies:  Allion  Healthcare,  Inc.  and
Radiologix,  Inc. He is also a director of several private companies,  including
Analytika,  Inc.,  Card Systems,  Inc. and  Logisticare,  Inc. Dr. Schaffer is a
board certified radiologist.  He received his postgraduate radiology training at
Harvard Medical School and Massachusetts  General  Hospital,  where he served as
Chief  Resident.  Dr.  Schaffer is a member of Alpha Omega  Alpha,  the national
medical honor society,  and is Clinical Professor of Radiology at the University
of Rochester School of Medicine.  Dr. Schaffer  provides services to the Company
on a part-time basis.

     Roger Louis  Chaufournier,  42 (President and Chief Executive Officer since
April 1, 2000)  Prior to  joining  Patient  Infosystems,  Mr.  Chaufournier  was
President of the STAR Advisory  Group, a health care  consulting firm he founded
in 1998. Mr.  Chaufournier  was previously  the Chief  Operating  Officer of the
Managed Care Assistance Corporation  (1996-1999),  a company which developed and
operated Medicaid health plans. Mr. Chaufournier was a former Assistant Dean for
Strategic   Planning  for  the  Johns  Hopkins  University  School  of  Medicine
(1993-96).  In addition,  Mr.  Chaufournier  spent  twelve years in  progressive
leadership  positions  with the  George  Washington  University  Medical  Center
(1981-1993).  Mr.  Chaufournier  was  also  Chairman  of the  Board  and  acting
President of Metastatin  Pharmaceuticals,  a privately  held company  developing
therapeutics in the area of prostate cancer.  Mr.  Chaufournier was a three time
Examiner with the Malcolm Baldrige  National Quality Award and has served as the
national  facilitator  for the federal  Bureau of Primary  Health  Care  chronic
disease collaboratives.

     Carl F. Kohrt, Ph.D., 56 (Director since 1996). Dr. Kohrt is Executive Vice
President and Assistant  Chief  Operating  Officer of the Eastman Kodak Company,
where he has served in various  capacities  since 1971. Dr. Kohrt is a recipient
of a Sloan Fellowship for study at Massachusetts Institute of Technology.

     Barbara J. McNeil,  M.D.,  Ph.D., 59 (Director  since 1995).  Dr. McNeil is
Head of the  Department  of Health Care Policy and a Professor  of  Radiology at
Harvard  Medical School where she has served in various  capacities  since 1971.
For  several  years  she has  served  as Chair of the Blue  Cross  Massachusetts
Hospital  Association  Fund for  Cooperative  Innovation  and currently she is a
member of the National Council on Radiation Protection,  the American College of
Radiology and its Board of  Chancellors,  the Society of Nuclear  Medicine,  the
Advisory  Council  for the Agency for Health Care  Policy and  Research  and the
National  Academy of  Sciences'  Institute  of  Medicine  where she is a Council
member. She also serves as a Director of CV Therapeutics, Inc.

     John Pappajohn, 71 (Director since 1995). Mr. Pappajohn has been a Director
of the Company since its inception in February 1995, and served as its Secretary
and Treasurer from inception through May 1995. Since 1969 Mr. Pappajohn has been
the sole  owner of  Pappajohn  Capital  Resources,  a venture  capital  firm and
President of Equity Dynamics, Inc., a financial consulting firm, both located in
Des Moines,  Iowa. He serves as a Director for the following  public  companies:
Allion Healthcare,  Inc., MC Informatics,  Inc., Pace Health Management Systems,
Inc. and Radiologix, Inc.

     Kent Tapper,  43 (Vice President,  Financial  Planning of the Company since
April  1999).  Mr  Tapper  has  served  as Chief  Information  Officer  and Vice
President,  Systems  Engineering  and has been with the Company since July 1995.
Prior to joining  the  Company  and since  1992,  Mr.  Tapper  served as Product
Manager,  Audio Response and Call Center  Platforms for Northern  Telecom,  Inc.
From 1983 to 1992, Mr. Tapper held Product Manager,  Systems Engineering Manager
and various engineering management positions with Northern Telecom.

                      MEETINGS OF THE BOARD AND COMMITTEES


     During  the  1999  fiscal  year  there  were 5  meetings  of the  Board  of
Directors.  Each Director attended at least one of the aggregate total number of
the meetings of the Board of Directors held during the year.

     The Board of Directors of the Company has  appointed  two  committees:  the
Audit Committee and the Compensation Committee. The Audit Committee,  which held
1 meeting during fiscal year 1999,  periodically  reviews the Company's auditing
practices and procedures, makes recommendations to management or to the Board of
Directors as to any changes to such  practices and procedures  deemed  necessary
from time to time to comply with  applicable  auditing  rules,  regulations  and
practices,  and recommends independent auditors for the Company to be elected by
the  stockholders.  The Audit Committee  consists of John Pappajohn,  Barbara J.
McNeil and Carl F. Kohrt.  The  Compensation  Committee,  which held one meeting
during fiscal year 1999, meets periodically to make recommendations to the Board
of Directors  concerning the  compensation and benefits payable to the Company's
executive officers and other senior executives.  The Compensation Committee also
administers the Company's Employee Stock Option Plan. The Compensation Committee
consists of Derace L. Schaffer, Barbara J. McNeil and Carl F. Kohrt.

                            COMPENSATION OF DIRECTORS

     During 1999,  the Company paid Derace L.  Schaffer  $122,083 in  connection
with the  part-time  performance  of his  duties  as  Chairman  of the  Board of
Directors.   All  Directors  were  also  reimbursed  for  expenses  incurred  in
connection with attending meetings, including travel expenses to such meetings.

     The Company's  directors are eligible to participate in the Company's Stock
Option Plan.  Pursuant to the Stock Option Plan,  non-employee  directors of the
Company  receive a one-time  grant of a  non-qualified  stock option to purchase
36,000 shares of the Company's  Common Stock at an exercise  price equal to fair
market value per share on the date of their  initial  election to the  Company's
Board of  Directors.  Such  non-qualified  stock  option  vests as to 20% of the
option grant on the first  anniversary of the grant,  and 20% on each subsequent
anniversary,  is exercisable  only during the  non-employee  director's term and
automatically  expires on the date such director's service terminates.  Upon the
occurrence  of a change of control,  as defined in the Stock  Option  Plan,  all
outstanding unvested options immediately vest.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  executive  officers and directors,  and persons who own more than
10% of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange  Commission.
Based on a review of the copies of reports furnished to the Company, the Company
believes  that during the year ended  December 31, 1999 all filing  requirements
applicable to its officers,  directors  and ten percent  beneficial  owners were
met.

ITEM 11  EXECUTIVE COMPENSATION

     The  following  table  sets  forth  information  concerning  the annual and
long-term  compensation  for services in all  capacities  to the Company and its
subsidiary for each of the fiscal years ended  December 31, 1999,  1998 and 1997
for those persons who were at December 31, 1999, (i) the Chief Executive Officer
and (ii) the other  three most  highly  compensated  executive  officers  of the
Company who received  compensation  in excess of $100,000 during the fiscal year
ended December 31, 1999 (the "named executive officers"):

<TABLE>
<CAPTION>

                           Summary Compensation Table

                                                                              Long-Term
                                                                             Compensation
                                                                                Awards
                                                 Annual Compensation          Securities

Name and Principal Position                  Year     Salary      Bonus    Underlying Options
---------------------------                  ----     ------      -----    ------------------
<S>                                         <C>       <C>      <C>         <C>

Donald A. Carlberg, President and Chief      1999   $200,734   $ 25,000          50,000
Executive Officer(1)                         1998   $194,231   $ 25,000          20,000
                                             1997   $161,538   $ 25,000               0

John V. Crisan, Chief Financial Officer(2)   1999   $107,500   $      0         250,000

Kent A. Tapper, Vice President, Financial    1999   $114,702   $      0               0
Planning                                     1998   $118,039   $      0               0
                                             1997   $101,923   $ 10,000               0

A. Neal Westermeyer, Chief Operating         1999   $142,860   $      0         250,000
Officer(3)

Victoria Nelson Neidigh, Vice President,     1999   $114,182   $      0               0
Sales(4)                                     1998   $139,646   $      0          50,000
                                             1997   $ 83,254   $ 18,500          15,000
</TABLE>


(1) Mr. Carlberg  resigned his position as President and Chief Executive Officer
as of March 31, 2000.
(2) Mr. Crisan resigned his position as Chief Financial  Officer as of March 31,
2000.
(3) Mr.  Westermeyer  resigned  his  position as Chief  Operating  Officer as of
January 18, 2000.
(4) Ms. Victoria  Neidigh  resigned her position as Vice President,  Sales as of
July 23, 1999.



     The  following  table  sets forth  certain  information  regarding  options
granted to the Chief Executive  Officer and the named executive  officers of the
Company during 1999.

<TABLE>
<CAPTION>
                                           Option Grants During 1999

                                                Individual Grants
                                                -----------------


                                                                                           Potential Realizable
                             Number of                                                    Value at Assumed Annual
                             Securities   % of Total Options                                  of Stock Price
                             Underlying       Granted to                                   Appreciation for Option
                              Options        Employees in       Exercise     Expiration            Term (3)
Name                       Granted(#)(1)    Fiscal Year(2)    Price $/Share     Date         5%($)        10%($)
----                       -------------    --------------    -------------     ----         -----        ------
<S>                        <C>              <C>               <C>             <C>          <C>          <C>
Donald A. Carlberg            50,000(4)            7.19%           $2.44      5/12/09      $ 76,725     $194,437

John V. Crisan               150,000(5)           21.58%           $1.50       3/8/09      $141,501     $358,592
                             100,000(6)           14.39%           $2.44      5/12/09      $153,450     $388,873

A. Neal Westermeyer          150,000(7)           21.58%           $1.50       5/8/09      $141,501     $358,592
                             100,000(8)           14.39%           $2.44      5/12/09      $153,450     $388,873

Kent A. Tapper                    -                  -                -          -             -            -
</TABLE>

(1) Options  typically  become  exercisable at the rate of 20% per year from the
date of grant and have ten year terms as long as the optionee's  employment with
the Company  continues.  The exercise  price of each option is equal to the fair
market  value  of the  underlying  Common  Stock on the  date of the  grant,  as
determined by the Board of Directors.

(2) Total number of options granted during fiscal year 1999 was 695,100.

(3) Future value of current year grants assumes appreciation in the market value
of the Common  Stock of 5% and 10% per year over the ten-year  option  period as
required  by the rules of the  Securities  and  Exchange  Commission  and do not
represent the Company's  estimate or  projection  of actual  values.  The actual
value realized may be greater than or less than the potential  realizable values
set forth in the table.

(4) Mr.  Carlberg  resigned  his  position as Chief  Executive  Officer and as a
Director  of the  Company  effective  March  31,  2000.  As of the  date  of his
resignation,  none of Mr.  Carlberg's  1999 option grant was exercisable and was
forfeited.

(5) Mr.  Crisan  resigned  his  position  as Chief  Financial  Officer  and as a
Director of the Company  effective  March 31, 2000.  On March 8, 2000,  one year
from the date of Mr. Crisan's  resignation,  75,000 options became  exercisable;
the remaining 75,000 of the indicated options were forfeited.

(6) Mr.  Crisan  resigned  his  position  as Chief  Financial  Officer  and as a
Director  of the  Company  effective  March  31,  2000.  Upon  the  date  of his
resignation, all 100,000 unvested options were forfeited.

(7) Mr.  Westermeyer  resigned  his position as Chief  Operating  Officer of the
Company effective January 18, 2000. Upon the date of his resignation, 110,000 of
the indicated unvested options were forfeited;  the remaining 40,000 options are
exercisable.

(8) Mr.  Westermeyer  resigned  his position as Chief  Operating  Officer of the
Company  effective  January  18,  2000.  Upon the date of his  resignation,  all
100,000 of the indicated unvested options were forfeited.

     No stock options were exercised by the Chief Executive Officer or the named
executive  officers of the Company during 1999.  The following  table sets forth
certain  information  regarding  unexercised options held by the Chief Executive
Officer and the named  executive  officers of the Company at December  31, 1999.
The table does not give effect to grants of options that occurred after December
31, 1999. For additional  information  with respect to these grants,  see "Stock
Option Plan".
<PAGE>

<TABLE>
<CAPTION>
                                        Aggregated Option Exercises during 1999
                                         and Option Values on December 31, 1999

                                   Number of Securities Underlying                Value of Unexercised
                                       Unexercised Options at                    In-the-Money Options at
                                        December 31, 1999(#)                     December 31, 1999($)(1)
                                        --------------------                     -----------------------
  Name                             Exercisable      Unexercisable            Exercisable      Unexercisable
  ----                             -----------      -------------            -----------      -------------
<S>                                <C>              <C>                      <C>              <C>
  Donald A. Carlberg(2)                194,800          109,200                $352,596          $84,900
  Kent A. Tapper                        28,800            7,200                 $57,197          $14,299
  John V. Crisan(3)                          0          250,000                   $   0          $93,750
  A. Neal Westermeyer(4)                40,000          210,000                 $25,000          $68,750
</TABLE>

(1) Calculated based upon $2.125 market value of the underlying securities as of
December 31, 1999.

(2) Mr.  Carlberg  resigned  his  position as Chief  Executive  Officer and as a
Director of the Company  effective  March 31, 2000.  As of April 28,  2000,  Mr.
Carlberg has exercised  10,000  options,  has 213,600  options  exercisable  and
80,400 options have been forfeited.

(3) Mr.  Crisan  resigned  his  position  as Chief  Financial  Officer  and as a
Director of the  Company  effective  March 31,  2000.  On March 8, 2000,  75,000
options became  exercisable.  The remaining  175,000 options were forfeited as a
result of Mr. Crisan's resignation.

(4) Mr.  Westermeyer  resigned  his position as Chief  Operating  Officer of the
Company  effective  January 18, 2000. On March 8, 1999,  40,000  options  became
exercisable.  The remaining  210,000  options were  forfeited as a result of Mr.
Westermeyer's resignation.

                                STOCK OPTION PLAN

     The Company's Stock Option Plan (the "Plan") was originally  adopted by the
Board of Directors  and  stockholders  in June 1995.  Up to 1,680,000  shares of
Common Stock have been  authorized  and  reserved  for issuance  under the Plan.
Under the Plan,  options may be granted in the form of incentive  stock  options
("ISOs") or non-qualified  stock options ("NQOs") from  time-to-time to salaried
employees,  officers, directors and consultants of the Company, as determined by
the Compensation Committee of the Board of Directors. The Compensation Committee
determines the terms and conditions of options granted under the Plan, including
the exercise  price.  The Plan  provides that the  Committee  must  establish an
exercise price for ISOs that is not less than the fair market value per share at
the date of the grant.  However, if ISOs are granted to persons owning more than
10% of the voting  stock of the  Company,  the Plan  provides  that the exercise
price must not be less than 110% of the fair market  value per share at the date
of the grant. The Plan also provides for a non-employee  director to be entitled
to receive a one-time  grant of a NQO to purchase  36,000  shares at an exercise
price equal to fair market value per share on the date of their initial election
to the Company's  Board of Directors.  Such NQO is  exercisable  only during the
non-employee  director's  term  and  automatically  expires  on  the  date  such
director's service terminates.  Each option,  whether an ISO or NQO, must expire
within ten years of the date of the grant.

     As of April 28, 2000, options to acquire 997,500 shares of Common Stock had
been granted to employees and directors of the Company. The following table sets
forth information  regarding the number of options  outstanding and the exercise
price of these options.

                                 Number of Options
                                   Outstanding at
                                   April 28, 2000                Exercise Price
                                   --------------                --------------

                                      242,000                         $0.14
                                      100,800                         $0.69
                                        2,880                         $1.04
                                      238,320                         $1.38
                                      115,000                         $1.50
                                        1,000                         $1.53
                                       30,000                         $1.88
                                      200,000                         $2.06
                                        5,000                         $2.19
                                       42,000                         $2.44
                                       20,500                         $2.75

     Of these options,  36,000 were granted as of March 1, 1995 to Mr.  Carlberg
and vested  immediately.  The remainder of Mr. Carlberg's  options and all other
options  granted  under the plan vest as to 20% of the option grant on the first
anniversary of the grant, and 20% on each subsequent anniversary.

     Included in the options  are grants made to the  following  officers of the
Company:  (i) on March 8, 1999,  150,000 options  exercisable at $1.50 per share
were  granted to John V.  Crisan,  the  former  Chief  Financial  Officer of the
Company,  75,000 of these options vested on March 5, 2000, the remaining  75,000
options vest in lots of 25,000 options on March 5 of 2001,  2002 and 2003;  (ii)
on May 12, 1999,  100,000 options granted to Mr. Crisan,  which vest at the rate
of 20% per  year  from  the  date of  grant  and  have a ten  year  term and are
exercisable at $2.44 per share; (iii) on May 12, 1999, 50,000 options granted to
Donald A.  Carlberg,  the former  President and Chief  Executive  Officer of the
Company,  which vest at the rate of 20% per year from the date of grant and have
a ten year term and are  exercisable at $2.44 per share;  (iv) on March 8, 1999,
150,000 options granted to Neal Westermeyer,  the former Chief Operating Officer
of the Company,  40,000 of these options  vested on March 8, 1999, the remaining
110,000 options vest at the rate of 20% per year from the date of grant and have
a ten year term and are exercisable at $1.50 per share; and (v) on May 12, 1999,
100,000  options granted to Mr.  Westermeyer,  which vest at the rate of 20% per
year  from the date of grant  and have a ten year  term and are  exercisable  at
$2.44 per share. In addition,  the Company granted to each of Messrs.  Pappajohn
and Schaffer,  Directors of the Company,  warrants to purchase 187,500 shares of
the Company's  Common Stock at an exercise  price of $1.5625 per share (see Item
13). On March 21, 2000 the Company granted  warrants to purchase  125,000 shares
of the Company's Common Stock at an exercise price of $2.375 per share.

                              EMPLOYMENT CONTRACTS

     The Company has entered into a Letter  Agreement  dated March 30, 2000 with
Roger  Louis  Chaufournier  pursuant  to which  Mr.  Chaufournier  serves as the
Company's President and Chief Executive Officer.  The Letter Agreement calls for
Mr.  Chaufournier  to receive a base salary of $200,000 per year. Upon execution
of the Letter Agreement,  Mr. Chaufournier  received an option to purchase up to
200,000  shares of Common Stock of the Company at an exercise price of $2.06 per
share.  The option has a ten-year  term and vests at a rate of 20% per year over
five years. The option,  therefore,  will be fully  exercisable  after the first
five years of employment.

     On  February  7, 2000,  the Company  entered  into a Severance  and Release
Agreement with A. Neal  Westermeyer,  its former Chief  Operating  Officer.  The
Agreement provides that Mr. Westermeyer's employment with the Company terminated
on January 18, 2000.  The Agreement  further  provides that the  Employment  and
Severance Agreement between the Company and Mr. Westermeyer dated as of March 8,
1999  terminated  effective  January 18,  2000.  The  Company  agreed to pay Mr.
Westermeyer  severance  pay in the gross  amount of $87,500.  In  addition,  the
Company  agreed to extend the date during which any stock options that have been
granted to Mr. Westermeyer may be exercised for a limited period of time.

                      REPORT OF THE COMPENSATION COMMITTEE

                            OF THE BOARD OF DIRECTORS

     Compensation for the Company's  executive  officers was determined in light
of  the   responsibilities   involved  in  commencing  the  Company's   business
operations,  developing  its  initial  and ongoing  customer  relationships  and
commencing patient  information  programs.  During 1999, Mr. Carlberg received a
bonus of  $25,000  reflecting  Mr.  Carlberg's  efforts in  connection  with the
expansion of the Company's  operations and the roll-out of the Company's patient
information  systems.  The compensation  for Mr.  Chaufournier was determined in
2000 by arms-length  negotiations  between  members of the Board of Directors of
the Company and Mr. Chaufournier.  The Compensation  Committee believes that the
amount  agreed  upon  reflects  fair  compensation  for an  executive  with  the
experience and capabilities that are possessed by Mr. Chaufournier.

     The  Compensation  Committee  evaluates the  performance  of each executive
officer of the  Company  in the  context  of the goals and  challenges  that the
Company faces over the next year. The  determinations as to salary and bonus are
made in a  context  of the  challenges  faced  in the  Company,  the  individual
performance  of the  individual  and the salaries of executives  at  comparative
companies in the Company's  industry.  Compensation for the Company's  Executive
Officers was determined in light of the responsibilities  involved in commencing
the Company's business  operations,  developing its initial and ongoing customer
relationships and negotiating with the Company's investment bankers.

                                                          Dr. Derace L. Schaffer
                                                           Dr. Barbara J. McNeil
                                                               Dr. Carl F. Kohrt

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The  Compensation  Committee  consisted of Derace L.  Schaffer,  Barbara J.
McNeil and Carl F. Kohrt for the fiscal year ended  December 31,  1999.  None of
these  individuals  was at any time during fiscal year 1999 or any other time an
officer or employee of the Company.  No executive  officer of the Company serves
as a member of the board of  directors  or  compensation  committee of any other
entity  that has one or more  executive  officers  serving  as a  member  of the
Company's Board of Directors or Compensation Committee.

ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets forth  certain  information  regarding  the
beneficial ownership of the shares of the Company's Common Stock as of April 28,
2000, (i) by each person the Company knows to be the  beneficial  owner of 5% or
more of the outstanding shares of Common Stock, (ii) the Chief Executive Officer
and each named executive officer listed in the Summary Compensation Table below,
(iii) each director of the Company and (iv) all executive officers and directors
of the Company as a group.

<TABLE>
<CAPTION>

                                                  Shares Beneficially        Percentage Beneficially
 Beneficial Owner (1)                                    Owned                        Owned
 --------------------                                    -----                        -----
<S>                                                <C>                       <C>
 John Pappajohn (2)............................          2,313,780                     26.32%
 Derace L. Schaffer (3)........................          2,245,800                     26.14%
 Edgewater Private Equity Fund II, L.P.,
   666 Grand Avenue, Suite 20
   Des Moines, IA 50309                                    970,000                     12.05%
 ProMed Partners, L.P., and Barry Kurokawa
   125 Cambridgepark Drive
   Cambridge, MA 02140 (4)                                 425,000                     5.28%
 Donald A. Carlberg (5)........................            224,600                     2.72%
 John V. Crisan (6)............................             75,000                       *
 Neal Westermeyer (7)..........................             40,000                       *
 Kent A. Tapper (8)............................             28,900                       *
 Barbara J. McNeil  (9)........................             36,000                       *
 Carl F. Kohrt (8).............................             28,800                       *
 Roger Louis Chaufournier(10)                                    0                       *

 All directors and executive officers as a               6,387,880                    65.48%
 group (7 persons) (11)........................
</TABLE>

 * Less than one percent.

(1) Unless otherwise noted, the address of each of the listed persons is c/o the
Company at 46 Prince Street, Rochester, New York 14607.

(2) Includes 360,000 shares held by Halkis, Ltd., a sole proprietorship owned by
Mr. Pappajohn,  360,000 shares held by Thebes, Inc. a sole proprietorship  owned
by Mr.  Pappajohn's  spouse and 360,000 shares held directly by Mr.  Pappajohn's
spouse.  Mr.  Pappajohn  disclaims  beneficial  ownership of the shares owned by
Thebes,  Inc. and by his spouse.  Also  includes (i) options to purchase  28,800
shares that are either currently  exercisable or that become  exercisable within
60 days of April 28,  2000;  (ii)  312,500  shares  that are  issuable  upon the
exercise  of  warrants  that are either  currently  exercisable  or that  become
exercisable within 60 days of April 28, 2000; and (iii) 400,000 shares of Common
Stock issuable upon the conversion of Series C Convertible Preferred Stock. Does
not include 7,200 shares subject to outstanding options that are not exercisable
within 60 days of April 28, 2000.

 (3)  Includes  288,000  shares  held by Dr.  Schaffer's  minor  children.  Also
includes (i) 28,800  shares that are issuable  upon the exercise of options that
are either currently  exercisable or that become  exercisable  within 60 days of
April 28,  2000;  (ii)  312,500  shares that are  issuable  upon the exercise of
warrants that are either currently exercisable or that become exercisable within
60 days of April 28, 2000 and (iii) 200,000 shares of Common Stock issuable upon
the conversion of Series C Convertible  Preferred Stock.  Does not include 7,200
shares subject to outstanding options that are not exercisable within 60 days of
April 28, 2000.

(4) Includes  407,500  shares owned by ProMed  Partners,  L.P. and 18,000 shares
owned by Mr. Kurokawa, a partner in ProMed Partners, L.P. Mr. Kurokawa disclaims
beneficial  ownership  of the  shares  held  by  ProMed  Partners,  L.P.,  which
represents the interests of other partners. The information contained above with
respect to ProMed Partners,  L.P. and Mr. Kurokawa was obtained from a filing on
Schedule 13G made by ProMed Partners,  L.P. and Mr. Kurokawa with the Securities
and  Exchange  Commission.   The  Company  has  not  verified  this  information
independently.

(5) Mr.  Carlberg  resigned  his  position as Chief  Executive  Officer and as a
Director of the Company effective March 31, 2000.  Includes 1,000 shares held by
Mr.  Carlberg's  minor  child and options to  purchase  213,600  shares that are
either currently  exercisable or that become  exercisable  within 60 days of the
date of April 28, 2000.

(6) Mr.  Crisan  resigned  his  position  as Chief  Financial  Officer  and as a
Director of the Company  effective  March 31, 2000.  Includes 75,000 shares that
are either currently  exercisable or that become  exercisable  within 60 days of
the date of April 28, 2000.

(7) Mr.  Westermeyer  resigned  his position as Chief  Operating  Officer of the
Company  effective  January  2000.  .  Includes  40,000  shares  that are either
currently  exercisable or that become  exercisable within 60 days of the date of
April 28, 2000.

(8)  Includes  options to  purchase  28,800  shares  that are  either  currently
exercisable or that become  exercisable  within 60 days of April 28, 2000.  Does
not include 7,200 shares subject to outstanding options that are not exercisable
within 60 days of April 28, 2000.

(9)  Includes  options to  purchase  36,000  shares  that are  either  currently
exercisable or that become exercisable within 60 days of April 28, 2000

(10) Does not include 200,000 shares subject to outstanding options that are not
exercisable within 60 days of April 28, 2000.

(11) Includes  600,000  shares of Common Stock  issuable upon the  conversion of
Series C Convertible Preferred Stock as well as options and warrants to purchase
1,104,200  shares  that  are  either   currently   exercisable  or  that  become
exercisable  within 60 days of April 28, 2000.  Does not include  28,800  shares
subject to outstanding  options and warrants that are not exercisable  within 60
days of April 28, 2000.

ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In December  1999, the Company  established a credit  facility with Norwest
Bank  Iowa,  National  Association  for  $1.5  million  (the  "Original  Line of
Credit"). Two of the Company's directors,  John Pappajohn and Derace L. Schaffer
provided  personal  guarantees  for the Original  Line of Credit (the  "Original
Guarantees").  In March 2000,  the  Original  Line of Credit was  increased to a
total of $2.5 million and also guaranteed by Messrs. Pappajohn and Schaffer (the
"Additional Guarantees").

     In consideration of the Original Guarantees, the Company granted to each of
Messrs.  Pappajohn  and  Schaffer  warrants  to purchase  187,500  shares of the
Company's Common Stock at an exercise price of $1.5625 per share,  which was the
closing  price  of  the  Company's   Common  Stock  on  December  28,  1999.  In
consideration  of the  Additional  Guarantees,  the  Company  granted to each of
Messrs.  Pappajohn  and  Schaffer  warrants  to purchase  125,000  shares of the
Company's  Common Stock at an exercise price of $2.375 per share,  which was the
closing price of the Company's Common Stock on March 21, 2000.

     No assurance can be given that Messrs.  Pappajohn and Schaffer will provide
any additional guarantees in the future.

     On March 31, 2000,  Messrs.  Schaffer and  Pappajohn  purchased  25,000 and
50,000 shares of the Company's  Series C Preferred  Stock,  ("Preferred  Stock")
respectively,  at a  purchase  price  of $10 per  share.  Messrs.  Schaffer  and
Pappajohn  invested  alongside other investors who purchase an additional 25,000
shares of Preferred  Stock in connection with a private  placement  conducted by
the Company.  The Preferred Stock may be converted at any time into common stock
of the  Company  at the rate of 8 shares  of common  stock  for  every  share of
Preferred Stock.  Dividends may be payable on the Preferred Stock at the rate of
9% per annum.  The conversion rate may be adjusted to the extent that additional
shares of Preferred  Stock are sold having a higher  conversion  ratio of Common
Stock to Preferred Stock.

                            COMPANY PERFORMANCE GRAPH

     The following graph compares the cumulative total stockholder return on the
Common Stock of Patient  Infosystems,  Inc. from December 19, 1996 (the date the
Common Stock was first offered to the public at an initial public offering price
of $8.00 per share) through  December 31, 1999 with the cumulative  total return
on the NASDAQ Stock Market - U.S. Index and the  cumulative  total return on the
NASDAQ Health Services Index.  The Company did not pay any dividends during this
period.  The NASDAQ Stock  Market - U.S.  Index and the NASDAQ  Health  Services
Index are published daily.

     The graph  assumes an  investment  of $100 in each of Patient  Infosystems,
Inc., the NASDAQ Stock Market - U.S. Index and the NASDAQ Health  Services Index
on December 31, 1999 and 1998.  The  Comparison  also assumes that all dividends
are reinvested.
<TABLE>
<CAPTION>
                                          12/19/96     12/31/96     12/31/97      12/31/98     12/31/99
                                          --------     --------     --------      --------     --------
<S>                                       <C>          <C>          <C>           <C>          <C>
Patient Infosystems, Inc.                  100.00        115.63        33.13         23.44        26.56
NASDAQ Stock Market - U.S. Index           100.00         99.49       122.15        171.40       310.33
NASDAQ Health Services Index               100.00        100.55       103.16         88.13        71.93
</TABLE>

     The  comparisons  in this table are required by the rules of the Securities
and Exchange  Commission  and are not intended to forecast or be  indicative  of
possible  future  performance  of the Company's  Common  Stock.  The stock price
performance  graph shall not be deemed to be incorporated  into any filing under
the Securities Act or the Exchange Act,  notwithstanding  any general  statement
contained in any such filing  incorporating  this Proxy  Statement by reference,
except to the extent that the Company specifically incorporates this information
by reference.

<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, thereunder duly authorized.

PATIENT INFOSYSTEMS, INC.
(Registrant)

/s/ Roger Louis Chaufournier
----------------------------
Roger Louis Chaufournier
President, Chief Executive Officer

May 1, 2000
-----------
Dated