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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
(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, 2003

                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: 0-22319
                            Patient Infosystems, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                    16-1476509
            --------                                    ----------
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                        Identification
                                                         No.)
   46 Prince Street
   Rochester, New York                                     14607
   -------------------                                     -----
   (Address of principal executive offices)              (Zip Code)

                  Registrant's telephone number, including area
                   code: (585) 242-7200 Securities registered
                      pursuant to Section 12(b) of the Act:
                                      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 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 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]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

    Yes [_] No [X]

As of March 25, 2004, the aggregate market value of the voting and nonvoting
common stock held by nonaffiliates of the registrant was $12,084,880 and
2,416,976 shares of common stock were outstanding.

As of March 30, 2004, there were 6,002,854 shares of the issuer's common stock
outstanding.

--------------------------------------------------------------------------------
<PAGE>


                                EXPLANATORY NOTE

         The Registrant is amending its Annual Report on Form 10-KSB for the
year ended December 31, 2003 to include the information required in Part III,
Items 9 through 12, which was omitted in the original filing pursuant to General
Instruction E(3) of this Form 10-KSB.

                                    PART III


Item 9. Directors and Executive Officers of the Registrant.

        Name                     Title                            Age
-------------------------- ---------------------------------- ------------
Derace L. Schaffer, M.D    Chairman                               56
Roger L. Chaufournier      CEO and Director                       46
John Pappajohn             Director                               75
Christine St. Andre        Chief Operating Officer                53
Kent Tapper                Vice President Financial Planning      47

     Derace L.  Schaffer,  M.D.,  56 (Chairman  of the Board of Directors  since
1995).  Dr.  Schaffer  has been  Chairman of the Board and a Director of Patient
Infosystems  since its inception in February 1995.  Dr.  Schaffer is the founder
and CEO of the Lan Group, a venture capital firm  specializing in healthcare and
high  technology  investments  which position he has held for more than the last
five  years.  He  serves as a  director  of Allion  Healthcare,  Inc.,  a public
company.  He is also a director of several private  companies,  including Source
Medical  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.

     Roger Louis  Chaufournier,  46 (President and Chief Executive Officer since
April 1,  2000) Mr.  Chaufournier  has been the  President  and Chief  Executive
Officer of Patient  Infosystems  since April 1, 2000.  Prior to joining  Patient
Infosystems,  Mr.  Chaufournier  was  President of the STAR  Advisory  Group,  a
healthcare  consulting  firm he founded in 1998.  From August 1996 to July 1999,
Mr.  Chaufournier was the Chief Operating Officer of the Managed Care Assistance
Company,  a company that developed and operated  Medicaid health plans.  Managed
Care Assistance  Company filed for protection under the federal  bankruptcy laws
in June  2000.  From  1993 to 1996,  Mr.  Chaufournier  was  Assistant  Dean for
Strategic  Planning for the Johns  Hopkins  University  School of  Medicine.  In
addition,   Mr.  Chaufournier  spent  twelve  years  in  progressive  leadership
positions  with the George  Washington  University  Medical  Center from 1981 to
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.

     John Pappajohn, 75 (Director since 1995). Mr. Pappajohn has been a Director
of Patient  Infosystems  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. and
Pace Health Management Systems, Inc.

<PAGE>

     Christine  St.  Andre,  53 (Executive  Vice  President and Chief  Operating
Officer since June 5, 2000) Ms. St. Andre has been the Executive  Vice President
and Chief Operating  Officer of Patient  Infosystems since June 5, 2000. Ms. St.
Andre  has  more  than  20  years   experience   managing   complex   healthcare
organizations.  From 1994 to 2000, Ms. St. Andre was Chief Executive Officer for
the  University  of Utah  Hospitals  and Clinics.  Prior to 1994,  Ms. St. Andre
served as Chief  Executive  Officer  of  George  Washington  University  Medical
Center.  Ms. St. Andre's  career in healthcare  began in the area of information
technology at the Thomas Jefferson University.

     Kent Tapper,  47 (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 Patient Infosystems since July
1995.  Mr.  Tapper  became  the  acting  Chief  Financial   Officer  of  Patient
Infosystems  in April  2000.  From 1992 to 1995,  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.

                          COMPLIANCE WITH SECTION 16(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

     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 (who are referred
to as  "Reporting  Persons"),  to file  reports  of  ownership  and  changes  in
ownership  with the Securities and Exchange  Commission.  Reporting  Persons are
required by SEC regulations to furnish us with copies of all Section 16(a) forms
they file. Based on a review of the copies of reports  furnished to the Company,
the Company  believes  that during the year ended  December  31, 2003 all filing
requirements  applicable to its officers,  directors and ten percent  beneficial
owners were met.

                                 AUDIT COMMITTEE

     The Audit  Committee,  which held four  meetings  during  fiscal year 2003,
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,  reviews all Form 10-KSB
Annual and 10-QSB interim  reports and recommends  independent  auditors for the
Company to be elected by the stockholders.

     The Audit Committee consists of John Pappajohn and Dr. Derace Schaffer. The
Audit Committee has one audit committee  financial expert, John Pappajohn who is
not independent.

     The Audit Committee meets with the Company's independent auditors quarterly
and  reviews  the  scope of the audit  performed  by the  Company's  independent
auditors.  The Audit Committee and the Company's independent auditors review the
Company's accounting principles and internal accounting controls.

                                 CODE OF ETHICS

     The  Board  of  Directors  of the  Company  has  adopted  a code of  ethics
(attached  hereto as Exhibit  14) which  defines the  ethical  principles  which
govern the  conduct of all senior  officers.  Such senior  officers  include the
Chief Executive Officer,  Chief Operating Officer,  Chief Financial Officer, and
Principal Accounting Officer.

<PAGE>

Item 10.  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, 2003,  2002 and 2001
for those persons who were at December 31, 2003, (i) the Chief Executive Officer
and (ii) the other two most highly compensated executive officers of the Company
who  received  compensation  in excess of $100,000  during the fiscal year ended
December 31, 2003 (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>
Roger L. Chaufournier, President and Chief   2003   $219,611   $25,385          0
Executive Officer                            2002    180,841         0          0
                                             2001    196,502         0     16,666

Christine St. Andre, Vice President, Chief   2003   $184,050   $22,212          0
Operating Officer                            2002    157,512         0          0
                                             2001    171,893         0     12,500

Kent A. Tapper, Vice President, Financial    2003   $124,154   $14,913          0
Planning                                     2002    107,942         0          0
                                             2001    116,628         0      8,333
</TABLE>

     No stock options were granted to the Chief Executive  Officer and the named
executive officers of the Company during 2003.

     No stock options were exercised by the Chief Executive Officer or the named
executive  officers of the Company during 2003.  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, 2003.
The table does not give effect to grants of options that occurred after December
31, 2003. For additional  information  with respect to these grants,  see "Stock
Option Plan".

                                      Aggregated Option Exercises during 2003
                                      and Option Values on December 31, 2003

                      Number of Securities Underlying    Value of Unexercised
                          Unexercised Options at        In-the-Money Options at
                           December 31, 2003(#)         December 31, 2003($)(1)
                           --------------------         -----------------------
  Name                  Exercisable Unexercisable      Exercisable Unexercisable
  ----                  ----------- -------------      ----------- -------------
  Roger L. Chaufournier      23,415        9,917           $1,500      1,000
  Christine St. Andre        17,499        7,501            1,125        750
  Kent A. Tapper              9,582        1,751            3,187        263

(1)  Calculated based upon $2.40 market value of the underlying securities as of
     December 31, 2003.

<PAGE>

                                STOCK OPTION PLAN

     The  Company's  Amended and  Restated  Stock  Option Plan (the  "Plan") was
adopted by the Board of  Directors  and  stockholders  in 1995 and amended as of
December  2003.  Up to  3,500,000  shares of Common  Stock  are  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, 2004,  options to acquire  1,527,160 shares of Common Stock
have 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, 2004         Exercise Price
                      --------------------   --------------
                               499              $1.08
                             3,000              $1.67
                            43,748              $2.25
                         1,426,000              $2.28
                            12,500              $6.00
                             6,000              $8.33
                             8,333             $16.50
                             6,417             $22.56
                             2,500             $24.72
                            16,666             $29.26
                               789             $33.00

     Of these options,  92,827 of the options  granted before  December 31, 2003
were fully vested,  1,426,000 were granted on January 9, 2004,  456,400 of which
vested  immediately.  The remaining  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.

Item 11.  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 and Common equivalent  Preferred
Stock  as of June 27,  2004,  (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 and nominee for director
of the Company and (iv) all executive officers and directors of the Company as a
group. As of April 28, 2004, there were 6,051,638 shares outstanding.

<TABLE>
<CAPTION>
                                                                Shares        Percentage
                                                             Beneficially  Beneficially Owned
                         Beneficial Owner(1)                     Owned
<S>           <C>                                             <C>               <C>
John Pappajohn(2)                                             7,640,090         71.48%
Principle Life Insurance(3)                                   3,551,490         36.98%
  810 Grand Ave.
  Des Moines, IA 50392
American Caresource Corporation                               1,100,000         18.18%
  17400 Dallas Parkway
  Dallas, TX 75287
Derace L. Schaffer(4)                                           926,470         14.14%
Roger Louis Chaufournier(5)                                     233,332          3.71%
Christine St. Andre(6)                                          125,000          2.02%
Kent A. Tapper(7)                                                73,841          1.21%

All directors and executive officers as a group (6 persons)   8,998,733         77.44%

Total Shares Outstanding as of April 28, 2004                 6,051,638
</TABLE>

(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 30,000 shares held by Halkis, Ltd., a sole proprietorship owned by
     Mr. Pappajohn,  30,000 shares held by Thebes,  Ltd., a sole  proprietorship
     owned by Mr.  Pappajohn's  spouse and 30,000  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  3,000  shares  which are either  currently  exercisable  or which
     become  exercisable  within 60 days of April 28, 2004, 110,000 Common Share
     equivalents  for the 11,000 shares of Series C Convertible  Preferred Stock
     and 4,242,330  Common Share  equivalents for the 424,233 shares of Series D
     Convertible Preferred Stock beneficially owned as of April 28, 2004.

(3)  Includes  3,551,490  Common  Share  equivalents  for the 355,149  shares of
     Series D Convertible  Preferred  Stock  beneficially  owned as of April 28,
     2004.

(4)  Includes 24,000 shares held by Dr. Schaffer's children. Also includes 3,000
     shares  which are  issuable  upon the  exercise of options  that are either
     currently  exercisable or which become  exercisable within 60 days of April
     28, 2004,  250,000 Common Share equivalents for the 25,000 shares of Series
     C Convertible  Preferred Stock and 53,180 Common Share  equivalents for the
     5,318 shares of Series D Convertible  Preferred Stock beneficially owned as
     of April 28, 2004.

(5)  Includes  options to purchase  233,332  shares  which are either  currently
     exercisable or which become exercisable within 60 days of the date of April
     28, 2004.  Does not include  200,000 shares subject to outstanding  options
     that are not exercisable within 60 days of April 28, 2004.

(6)  Includes  options to purchase  125,000  shares  which are either  currently
     exercisable or which become exercisable within 60 days of the date of April
     28, 2004.  Does not include  100,000 shares subject to outstanding  options
     that are not exercisable within 60 days of April 28, 2004.

(7)  Includes  options to  purchase  73,933  shares  which are either  currently
     exercisable or which become  exercisable  within 60 days of April 28, 2004.
     Does not include 62,500 shares subject to outstanding  options that are not
     exercisable within 60 days of April 28, 2004.

<PAGE>

Item 12.  Certain Relationships and Related Transactions.

     In December 1999,  Patient  Infosystems  established a credit  facility for
$1,500,000  guaranteed by Derace Schaffer and John  Pappajohn,  two directors of
Patient  Infosystems.  In March 2000,  the facility was  increased by $1,000,000
under substantially the same terms, also guaranteed by the same Board members.

     On March 28, 2001, Patient Infosystems entered into an Amended and Restated
Credit  Agreement  with Wells  Fargo  Bank Iowa,  N.A.  ("Wells  Fargo"),  which
extended  the term of Patient  Infosystems'  credit  facility  to March 31, 2002
under  substantially  the same terms. Dr. Schaffer and Mr. Pappajohn  guaranteed
this extension.

     On March 28, 2002,  Wells Fargo extended the term of the credit facility to
March  31,  2003  under  substantially  the same  terms.  Dr.  Schaffer  and Mr.
Pappajohn also guaranteed this extension.

     On June 28, 2002, Patient Infosystems and Wells Fargo agreed on an addendum
to the Amended and Restated  Credit  Agreement which extends the credit facility
by an additional  $500,000,  increasing the total credit facility to $3,000,000.
Mr. Pappajohn and Dr. Schaffer also guaranteed this extended credit facility.

     On March 28, 2003,  Wells Fargo extended the term of the credit facility to
January  2, 2004  under  substantially  the same  terms.  Dr.  Schaffer  and Mr.
Pappajohn also guaranteed this extension.

     On December 31, 2003,  Patient  Infosystems and Wells Fargo further amended
the credit  facility and is due and payable on June 30, 2005.  Dr.  Schaffer and
Mr.  Pappajohn  also  guaranteed  this  extension.  In  consideration  for their
guarantees,  in  February  2004 the  Company  granted  to Dr.  Schaffer  and Mr.
Pappajohn  warrants  to purchase an  aggregate  of 47,500  shares of Series D 9%
Cumulative Convertible Preferred Stock("Series D Preferred Stock"),  convertible
into  475,000  shares of the  Company's  common  stock for $10.00 per  preferred
share.

     Prior to December 31, 2003, the Company had borrowings  from Mr.  Pappajohn
and Dr. Schaffer. At December 31, 2002, such borrowings totaled $5,077,500.  The
Company borrowed an additional $150,000 from these directors during 2003.

     On December 31, 2003, the Company converted $4,482,500 in debt and $438,099
of accrued  interest owed to Mr. Pappajohn and Dr. Schaffer into common stock by
issuing  2,928,986  shares of the Company's  common stock using a value of $1.68
per common share.  Additionally  on December 31, 2003, Mr.  Pappajohn  agreed to
convert his  remaining  debt of $745,000 and accrued  interest of $711,110  into
145,611 shares of the Company's Series D Convertible  Preferred Stock at a price
of $10.00 per preferred share.

     Between April 2003 and January 2004,  Patient  Infosystems  issued  840,118
shares  of  Series D  Preferred  Stock  under  the  terms of the Note and  Stock
Purchase Agreement dated April 11, 2003 and amended on September 10, 2003. These
shares can be converted into common stock at a rate of 10 shares of common stock
to 1 share of Series D Preferred  Stock.  Each share of Series D Preferred Stock
has voting rights  equivalent to 10 shares of common stock.  John  Pappajohn and
Derace Schaffer, members of the Board of Directors of Patient Infosystems,  hold
424,233 and 5,318 shares of Series D Preferred Stock respectively.

     In January 2004, Patient Infosystems  borrowed $200,000 from Mr. Pappajohn,
a director  of the  Company,  in  exchange  for an  unsecured  note that bore no
interest if repaid on or before March 31, 2004. The note was repaid on March 29,
2004 and bore no interest as of that date.

<PAGE>

                                 SIGNATURE PAGE

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, thereunto duly authorized.


PATIENT INFOSYSTEMS, INC.

By:                                                           April 29, 2004
         --------------------------------------------         --------------

         Roger L. Chaufournier                                Date
         Director, President, and Chief Executive Officer

<PAGE>

                                  EXHIBIT INDEX

14   Code of Ethics

31.1 Certification  of the Patient  Infosystems,  Inc. Chief Executive  Officer,
     Roger L. Chaufournier, pursuant to Section 302 of the Sarbanes-Oxley Act of
     2002.

31.2 Certification  of the Patient  Infosystems,  Inc. Chief Financial  Officer,
     Kent Tapper, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.