FORM 10-K/A. - ANNUAL REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                  Amendment #2

(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, 1997


                                       or


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

For the transition period from ____________________ to _____________________

Commission file number     333-07643


                            PATIENT INFOSYSTEMS, INC.
                                      
             (Exact name of registrant as specified in its charter)

            Delaware                                  16-1476509
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

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

Registrant's telephone number, including area code  (716) 242-7200
                                                                       
          Securities registered pursuant to Section 12(b) of the Act:

Title of each class registered                  Name of each exchange on which
                                                      registered
                                                             None

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

                     Common Stock, $.01 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  ((delta)229.405 of this chapter) 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]

     As of March 31, 1998, 8,017,162 shares of common stock were outstanding,
and the aggregate market value of the common shares of Patient Infosystems, Inc.
held by non-affiliates was approximately $15 million.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>


                                   PART III

Item 10. Directors, Executive Officers and Significant Employees of the 
Registrant.

     The following table sets forth certain information concerning the Company's
directors, executive officers and significant employees as of March 31, 1998.

    
Name                                           Age     Position
----                                           ---     --------
     
Derace L. Schaffer, M.D................         50     Chairman of the Board
     
Donald A. Carlberg.....................         45     Director, President and
                                                       Chief Executive Officer 

Kent A. Tapper.........................         41     Vice President, Systems
                                                       Engineering

Marion B. LaVigne, Ph.D................         35     Vice President, Clinical
                                                       Services

Victoria Nelson Neidigh................         38     Vice President, Sales
     
John Pappajohn.........................         69     Director

Barbara J. McNeil, M.D., Ph.D..........         57     Director
     
Carl F. Kohrt, Ph.D....................         54     Director
     
     Derace L.  Schaffer,  M.D. has been Chairman of the Board and a Director of
the Company since its inception in February 1995.  Since 1980, Dr.  Schaffer has
been the  President  of The Ide Group,  P.C.,  a group of  physicians  providing
radiological services at multiple locations in New York State, and since 1990 he
has also been President of The Lan Group, a venture capital firm specializing in
health care investments.  He serves as a Clinical Professor at the University of
Rochester  School of Medicine  and a Director of  NeuralTech,  Inc.,  NeuralMed,
Inc., Preferred Oncology Networks of America, Inc., American Physician Partners,
Inc., The Care Group,  Inc.,  Oncor,  Inc. and Medifax,  Inc. as well as several
not-for-profit corporations.

     Donald A.  Carlberg  has been  President,  Chief  Executive  Officer  and a
Director of the Company since its inception. From February 1993 to December 1994
Mr.  Carlberg  served  as  Chief   Executive   Officer  of  Patient   Management
Technologies,  Inc., a medical services  consulting  company,  which he founded.
From  1992 to 1994 Mr.  Carlberg  served  as  Senior  Vice  President  Sales and
Marketing  for  Neurocare,  Inc./Paradigm  Health  Corp.  From  1990 to 1992 Mr.
Carlberg served as Director of Managed Care for Baxter Healthcare  International
where he started managed care initiatives for its Caremark  Division.  From 1985
to 1990 Mr. Carlberg held several senior level positions in managed care at Blue
Cross/Blue  Shield  of  Rochester,  New  York  and  Independence  Blue  Cross in
Philadelphia, Pennsylvania.

     Kent A. Tapper has been Vice President,  Systems Engineering of the Company
since July 1995.  Prior to joining the Company  and since 1992,  Mr.  Tapper was
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.

     Marion B. LaVigne, Ph.D. has been Vice President,  Clinical Services of the
Company  since  March  1998.  Prior to this,  she was the  Director  of Clinical
Research  since February  1995.  She is  responsible  for outcomes  research and
behavorial  design  for  Patient  Infosystems  programs.  Dr.  LaVigne  holds  a
doctorate in Clinical  Psychology  from the  University of  Rochester.  She is a
member of the American  Psychological  Association and the Society of Behavorial
Medicine. Prior to joining the Company and since 1993, Ms. LaVigne was Director,
Clinical Programs for Health Information Technologies.

     Victoria Nelson Neidigh has been Vice President, Sales of the Company since
January 1998. Ms Neidigh  served most recently as Vice  President,  Managed Care
and National  Accounts where she managed the Company's Managed Care sales staff,
developing  strategies  that have resulted in enrollment  growth of over 100,000
lives  through the  Company's  managed care  clients.  Prior to joining  Patient
Infosystems  in  1997,  Ms.  Neidigh  was  Regional  Account  Manager  at  Apria
Healthcare, Folcroft, PA.

     John Pappajohn has been a Director of the Company since its inception,  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 specializing in health care  investments,  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:  CORE, Inc.,
Drug Screening Systems, Inc., Fuisz Technologies, Ltd., GalaGen, Inc., OncorMed,
Inc., The Care Group, Inc., HealthDesk  Corporation,  United Systems Technology,
Inc. and Pace Health Management Systems, Inc.

     Barbara J. McNeil, M.D., Ph.D. has been a Director of the Company since May
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 four 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.

     Carl F. Kohrt,  Ph.D.  has been a Director of the Company since April 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.

     No  family  relationship  exists  between  any of the  above  directors  or
executive officers.  The normal term of office for all executive officers listed
above runs from one Annual Meeting of  Stockholders  of the Company to the next,
or approximately one year.

     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, 1997 all filing  requirements
applicable to its officers,  directors  and ten percent  beneficial  owners were
met,  except that initial  reports of  beneficial  ownership on Form 3 were file
late for Leonard M. Serafino, the former Chief Operating Officer of the Company.

Committees of the Board of Directors
------------------------------------

     The Board of Directors of the Company has  appointed  two  committees:  the
Audit Committee and the Compensation Committee. The Audit Committee 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 Compensation  Committee
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  Company   reimburses   directors   for  their
out-of-pocket  expenses  incurred in  attending  Board and  Committee  meetings.
During the year ended  December 31, 1997, the Board of Directors met five times,
the Audit Committee met one time and the Compensation Committee met one time.
<PAGE>

Item 11.  Executive Compensation.

Director Compensation
---------------------

     During 1997 no separate cash compensation or fees were payable to directors
of the Company, other than reimbursement of expenses incurred in connection with
attending meetings.

Executive Compensation
----------------------
                            
     The  following  table  sets forth the  compensation  paid or accrued by the
Company  for  services  rendered  in all  capacities  for  the  Company's  Chief
Executive  Officer and for all  executive  officers of the Company who  received
compensation  in excess of $100,000 during the years ended December 31, 1997 and
1996 and during the period from  inception  on February 22, 1995 to December 31,
1995.
                           Summary Compensation Table
                           
<TABLE>
<CAPTION>
                                                                                         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     1997          $161,538          $25,000                 0
Executive Officer                           1996          $131,731          $25,000            18,000
                                            1995 (1)       $96,417          $15,000           216,000

Kent Tapper, Vice President, Systems        1997          $101,923          $10,000                 0
Engineering                                 1996           $86,298           $5,000                 0
                                            1995 (1)       $32,308               $0            36,000

</TABLE>

(1) Reflects  compensation  paid from inception on February 22, 1995 to December
31, 1995.

     Marion B. Lavigne,  Ph.D.  and Victoria  Nelson  Neidigh were not executive
officers during the year ended December 31, 1997. However,  Ms. Neidigh received
salary of $101,754  during the year ended December 31, 1997. Ms. LaVigne and Ms.
Neidigh are each currently compensated at the rate of $115,000 annually.

     No  options  were  granted  during  1997 to either  of the named  executive
officers.  No stock  options were  exercised by the Chief  Executive  Officer or
other named  executive  officers of the Company during 1997. The following table
sets forth certain information  regarding  unexercised options held by the Chief
Executive  Officer  and the named  other  executive  officers  of the Company at
December 31, 1997.

<TABLE>
<CAPTION>
                       Option Values on December 31, 1997
                       ----------------------------------

                                  Number of Securities Underlying            Value of Unexercised
                                      Unexercised Options at                In-the-Money Options at
                                       December 31, 1997(#)                 December 31, 1997($)(1)
                                       --------------------                 -----------------------
  Name                        Exercisable          Unexercisable        Exercisable      Unexercisable
  ----                        -----------          -------------         ----------      -------------
<S>                           <C>                  <C>                  <C>               <C>
  
Donald A. Carlberg             111,600           122,400                $295,740             $324,360
Kent A. Tapper                  14,400            21,600                 $38,160              $57,240
</TABLE>

(1) Calculated based upon $2.65 market value of the underlying  securities as of
December 31, 1997.

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 1,080,000  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 December 31, 1997 there were 798,060  options  outstanding  under the
Plan, the following table sets forth information regarding the number of options
outstanding and the exercise price of these options.

                       Number of Options
                        Outstanding at
                       December 31, 1997              Exercise Price
                       -----------------              --------------
                           282,480                         $0.14
                           108,000                         $0.69
                            10,800                         $1.04
                            33,840                         $1.74
                            60,840                         $2.08
                           150,000                         $2.88
                            62,000                         $4.00
                            13,000                         $5.13
                             3,000                         $6.00
                            36,300                         $8.50
                            37,800                        $10.00

     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.

Employment Agreement
--------------------

     The Company has entered into an employment  agreement with Mr.  Carlberg as
its President and Chief Executive  Officer dated March 1, 1995, which has a term
of one year and is automatically  renewed for successive one-year periods unless
either  party  receives  written  notice  from the other  party of such  party's
intention not to renew within 60 days of the  agreement's  expiration  date. The
agreement  calls for Mr. Carlberg to receive a base salary of $125,000 per year,
which was increased to $150,000 per year in September  1996 and $175,000 in June
1997. Upon execution of the agreement,  Mr. Carlberg  received a $15,000 signing
bonus and an option to  purchase  up to  180,000  shares of Common  Stock of the
Company at an exercise price of $.14 per share, and in March of 1996 and 1997 he
received  bonuses of $25,000.  The option has a ten-year  term,  vests over five
years and was 20% vested upon grant. The remainder of the option vests at a rate
of 20% per year, and the option is therefore fully  exercisable  after the first
five years of employment. Mr. Carlberg is eligible for any discretionary bonuses
and additional  option grants in amounts to be determined by the Company's Board
of Directors  based upon the  performance of the Company and Mr.  Carlberg.  The
agreement  prohibits  Mr.  Carlberg  from  engaging  in  any  business  activity
involving  the  measurement  of clinical  outcomes  for  patients  with acute or
chronic  diseases,  or the  measurement of patient  compliance  with  prescribed
treatments for acute or chronic  diseases  within one year of the termination of
his employment with the Company.

Board Compensation Committee Report on Executive Compensation
-------------------------------------------------------------

     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,
commencing  patient  information  programs and  negotiating  with the  Company's
investment  bankers.  During  1997,  Mr.  Carlberg  received  a bonus of $25,000
reflecting  Mr.  Carlberg's  effors  in  connection  with the  expansion  of the
Company's  operations  and the  substantial  roll-out of the  Company's  patient
information systems.

     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.

<PAGE>

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 December 31, 1997,
(i) by each person the Company knows to be the beneficial owner of 5% or more of
the outstanding shares of Common Stock, (ii) each named executive officer listed
in the Summary  Compensation  Table, (iii) each director of the Company and (iv)
all executive officers and directors of the Company as a group.

                                                     Shares          Percentage
                                                  Beneficially      Beneficially
Beneficial Owner (1)                                  Owned             Owned   
--------------------                                  -----             -----   
          
Derace L. Schaffer (2).......................       1,718,900           21.3%

John Pappajohn (3)...........................       1,456,880           18.0%
          
Edgewater Private Equity Fund II, L.P.,               970,000           12.1%
 666 Grand Avenue, Suite 200
 Des Moines, IA 50309
          
Donald A. Carlberg (4).......................         140,400             *
          
Kent A. Tapper (5)...........................          14,500             *
          
Barbara J. McNeil  (5).......................          14,400             *
          
Carl F. Kohrt (6)............................           7,200             *
          
All directors and executive officers as a
 group (6 persons) (6)........................      3,352,280          39.3%
          
*  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 288,000 shares held by Dr. Schaffer's minor children. Also includes
14,400  shares which are  issuable  upon the exercise of options that are either
currently exercisable or which become exercisable within 60 days of December 31,
1997.  Does not include 21,600 shares  subject to outstanding  options which are
not exercisable within 60 days of December 31, 1997.

(3) Includes 360,000 shares held by Halkis, Ltd., a sole proprietorship owned by
Mr. Pappajohn,  360,000 shares held by Thebes, Ltd., 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, Ltd. and by his spouse. Includes options to purchase 14,400 shares which
are either currently  exercisable or which become  exercisable within 60 days of
December 31, 1997. Does not include 21,600 shares subject to outstanding options
which are not exercisable within 60 days of December 31, 1997.

(4)  Inckudes  options to purchase  140,400  shares  which are either  currently
exercisable or which become  exercisable  within 60 days of the date of December
31, 1997.  Does not include 93,600 shares  subject to outstanding  options which
are not exercisable within 60 days of December 31, 1997.

(5)  Includes  options to  purchase  14,400  shares  which are either  currently
exercisable  or which  become  exercisable  within 60 days of December 31, 1997.
Does not include  21,600  shares  subject to  outstanding  options which are not
exercisable within 60 days of December 31, 1997.

(6)  Includes  options to  purchase  7,200  shares  which are  either  currently
exercisable  or which  become  exercisable  within 60 days of December 31, 1997.
Does not include  28,800  shares  subject to  outstanding  options which are not
exercisable within 60 days of December 31, 1997.

(7)  Includes  options to purchase  205,200  shares  which are either  currently
exercisable  or which  become  exercisable  within 60 days of December 31, 1997.
Does not include  358,800 shares  subject to  outstanding  options which are not
exercisable within 60 days of December 31, 1997.


Item 13.  Certain Relationships and Related Transactions

     The Company was initially capitalized on February 22, 1995 through the sale
of 3,600,000  shares of its Common Stock for $.14 per share.  Included among the
participants  in that  transaction  were Dr.  Derace  Schaffer,  Chairman of the
Board,  who purchased  1,656,000  shares,  Dr.  Schaffer's  spouse who purchased
144,000 shares, John Pappajohn, a director, who purchased 541,800 shares, a sole
proprietorship  owned by Mr.  Pappajohn  which  purchased  360,000  shares.  Mr.
Pappajohn's  spouse,  who purchased  360,000 shares,  and a sole  proprietorship
owned by Mr. Pappajohn's spouse which purchased 360,000 shares.

     In August and  September of 1995 the Company sold  1,800,000  shares of its
Series A Preferred  Stock in a private  placement for $1.00 per share.  Included
among the  participants in that  transaction  were Gregory D. Brown,  who was at
such time, the Company's Sr. Vice President,  Chief Financial Officer, Secretary
and  Treasurer,  who purchased  10,000 shares,  and Mr.  Pappajohn who purchased
10,000   shares.   In  addition,   Edgewater   Private  Equity  Fund  II,  L.P.,
("Edgewater"), a five percent owner of the Common Stock of the Company, acquired
1,000,000  shares of Series A Preferred  Stock in the Series A  Preferred  Stock
offering.

     In May and June of 1996,  the Company sold  600,000  shares of its Series B
Preferred Stock in a private  placement for $5.00 per share.  Included among the
participants in that transaction were Dr. Schaffer, who purchased 20,000 shares,
Mr.  Pappajohn,  who purchased  40,000  shares,  and Edgewater  which  purchased
200,000 shares.

<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.


PATIENT INFOSYSTEMS, INC.


/s/ Donald A. Carlberg
-------------------------
Donald A. Carlberg, President
and Chief Executive Officer


April 30, 1998
--------------
Dated