SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                 -------------------


                                     FORM 10-K/A

                                   Amendment No. 1

                        For the Year Ended December 31, 1998


                             Commission File No. 0-21177


                               NETSMART TECHNOLOGIES, INC.

               (Exact name of registrant as specified in its charter)



               Delaware                               13-3680154
    (State or other jurisdiction of                (I.R.S. employer
    incorporation or organization)                identification no.)

           146 Nassau Avenue
            Islip, New York                              11751
(Address of principal executive offices)              (Zip Code)

         Registrant's telephone number, including area code: (516) 968-2000


                     Purpose of Amendment:  To include Part III.




                                      

<PAGE>




                                      Part III

Item 10.    Directors and Executive Officers of the Registrant

      The directors and executive officers of the Registrant are as follows:


Name                    Age    Position
----                    ---    --------
James L. Conway         50     President, Chief Executive Officer and Director
Edward D. Bright(1)     62     Chairman of the Board and Director
Anthony F. Grisanti     50     Chief Financial Officer, Treasurer and Secretary
John F. Phillips        61     President of Creative Socio-Medics Corp.
                               and Director
Gerald O. Koop          60     Chief Executive Officer of Creative Socio-Medics
                               Corp. and Director
Seymour Richter(1)      62     Director
Joseph G. Sicinski(1)   67     Director


----------
1     Member of the audit and compensation committees.


      Mr. James L. Conway has been our  president  and a director  since January
1996 and our chief  executive  officer  since April 1998.  From 1993 until April
1998, he was president of S-Tech Corporation, a manufacturer of specialty
vending equipment for postal, telecommunication and other industries, which,
until April 1998, was a  wholly-owned  subsidiary of  Consolidated  Technologies
Group Ltd. ("Consolidated").  From 1997 until April 1998,  Mr.  Conway was also
president of other  subsidiaries  of  Consolidated engaged in manufacturing.
Consolidated, our largest stockholder, is a public company which had been
engaged in various businesses.  Mr. Conway is also a director of Trans Global
Services, Inc. ("Trans Global"), which provides  technical  temporary staffing
services.  Consolidated is  presently  also  the  largest stockholder of Trans
Global.

      Mr. Edward D. Bright has been our chairman of the board and a director
since April 1998.  In April 1998, Mr. Bright was also elected as chairman,
secretary, treasurer and a director of Consolidated.  From January 1996 until
April 1998, Mr. Bright was an executive officer of or advisor to Creative
Socio-Medics Corp., our subsidiary which was acquired in June 1994. From June
1994 until January 1996, he was our chief executive officer.  For more than two
years prior thereto, he was a senior executive officer of Creative Socio-Medics
Corp. and its former parent.  Mr. Bright is also a director of Trans Global.

      Mr.  Anthony F.  Grisanti  has been our  treasurer  since  June 1994,  our
secretary  since  February  1995 and our chief  financial  officer since January
1996. He was chief  financial  officer of Creative  Socio-Medics  and its former
parent more than five years prior thereto.

      Mr. John F. Phillips has been a director and president of our  subsidiary,
Creative Socio-Medics Corp.,  since June 1994. He also served as our vice
president -- marketing from June 1994 to January 1996.  From January 1993 until
June 1994, he was chairman of the board of Creative Socio-Medics Corp. and its
former parent.

      Mr.  Gerald O.  Koop has been a  director  since  June  1998.  He has held
management  positions  with  Creative  Socio-Medics Corp. for more than the past
five years,  most  recently as its chief  executive  officer,  a position he has
held since 1996.


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<PAGE>



      Mr.  Seymour  Richter has been a director  since  April 1998.  Since April
1999, Mr. Richter has been a consultant to Consolidated.  From April 1998 until
April 1999, he was president,  chief executive officer and a director of
Consolidated.  From July 1995 until April 1998,  Mr. Richter was employed by
Patterson  Travis  Operating  Account,  Inc., a private company that makes
investments for its own account.  For more than five years prior thereto, he was
the chief  executive  officer of Touch Base Ltd., an independent  selling
organization  in the  apparel  industry.  Mr.  Richter is also a director  Trans
Global.

      Mr. Joseph G. Sicinski has been a director since June 1998.  He is
president and a director of the Trans Global, a position he held with Trans
Global and its predecessor since September 1992. Since April 1998, he has also
been chief executive officer of Trans Global.

      The Board of Directors has created audit and compensation committees, both
of which  consists of Messrs.  Bright,  Richter and Sicinski,  each of whom is a
non-employee  director.  The audit  committee  has the  authority to approve our
audited financial  statements,  to meet with our independent auditors, to review
with the  auditors  and with  management  any  management  letter  issued by the
auditors  and  generally  to  exercise  the  power  normally  accorded  an audit
committee of a public corporation.  In addition,  any transactions between us or
our  subsidiaries,  on the one hand,  and any  officer,  director  or  principal
stockholder or any affiliate of any officer,  director or principal stockholder,
on the other hand, requires the prior approval of the audit committee.

      The compensation  committee serves as the stock option committee  pursuant
to our stock option plans.  In addition,  it reviews and approves any changes in
compensation for our executive officers.

      In April  1999,  two  members  of the audit and  compensation  committees,
Messrs.  Edward D.  Bright and Joseph G.  Sicinski,  purchased  shares of common
stock from SIS Capital  pursuant  to an  agreement  described  under "Item 13 --
Certain Relationships and Related Transactions."

      Directors are elected for a term of one year.

      None of the Company's officers and directors are related.

      The Company's  certificate of incorporation  includes certain  provisions,
permitted under Delaware law, which provide that a director of the Company shall
not be personally liable to the Company or its stockholders for monetary damages
for breach of  fiduciary  duty as a director  except for  liability  (i) for any
breach of the  director's  duty of loyalty to the  Company or its  stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law, (iii) for any transaction  from which
the director derived an improper personal  benefit,  or (iv) for certain conduct
prohibited  by  law.  The  Certificate  of  Incorporation  also  contains  broad
indemnification provisions.  These provisions do not affect the liability of any
director under Federal or applicable state securities laws.


Section 16(a) Beneficial Ownership Reporting Compliance

      During 1998, Messrs. Edward D. Bright and Seymour Richter filed their
Form 3, which was due in April 1998, in June 1998.




                                       - 2 -

<PAGE>



Item 11.  Executive Compensation

      Set forth  below is  information  with  respect  to  compensation  paid or
accrued by the Company for 1998,  1997 and 1996 to its chief  executive  officer
and to each other officer whose salary and bonus for 1998 exceeded $100,000.

                             SUMMARY COMPENSATION TABLE


                                     Annual                 Long-Term
                                     ------                 ---------     
                                   Compensation             Compensation
                                   ------------             ------------  
                                                            (Awards)
                                                             ------
                                                            Options, SARs
Name and Principal Position  Year      Salary    Bonus(1)     (Number)(2)
---------------------------  ----      ------    ------     -------------
James L. Conway, CEO         1998     $161,563   $27,000         90,000
(from April 1998) and        1997      125,000        --         89,582
President                    1996       77,408        --             --
Lewis S. Schiller, CEO       1998           --        --             --
(prior to April 1998)(3)     1997           --        --             --
                             1996           --        --             --
Gerald O. Koop, Chief        1998       92,700   126,305         80,000
Executive Officer of         1997       90,000   158,094             --
Creative Socio-Medics Corp.  1996       90,000   134,768          6,000
John F. Phillips, Vice       1998      112,800    70,540         80,000
President - Marketing        1997      109,500    89,657             --
                             1996      100,000    33,906          9,000
Anthony F. Grisanti, Chief   1998       91,240    56,967         80,000
Financial Officer            1997       87,600    73,888             --
                             1996       80,000    23,500          5,000


----------

1     Includes commissions.

2     Includes, for 1998, option grants which were made pursuant to an amendment
      to the 1998 Long Term  Incentive  Plan.  Such option grants are subject to
      stockholder  approval of such  amendment.  Options  which were repriced in
      1998 are  reflected  in the  year in  which  the  options  were  initially
      granted.

3     Mr.  Schiller  resigned  as an officer and  director  in April  1998.  Mr.
      Schiller has received no compensation  from us. During 1998,  Consolidated
      reported that Mr.  Schiller's  compensation  for 1998 included salary of
      $138,000 and other annual  compensation of $3.5 million, which represented
      $1.2 million paid to him and his designated family members for his
      ownership in one of Consolidated's subsidiaries which was sold in 1998,
      $1.9 million for the purchase of his contract rights by the  Company and
      $350,000  for other  payments  due  pursuant to a  settlement agreement
      with Mr.  Schiller.  In 1997,  Consolidated paid Mr. Schiller  $616,000 in
      salary and  $358,000 in other  annual  compensation, which  represented
      commissions  paid to him on Consolidated's investment activities.  In
      1996,  Consolidated paid Mr. Schiller salary of $286,000.



                                       - 3 -

<PAGE>
<TABLE>



      During 1998, our officers received compensation at rates of $160,000 for
Mr. Conway, $112,800 for Mr. Phillips, $92,700 for Mr. Koop and $91,240 for Mr.
Grisanti.  Mr. Phillips is also entitled to a commission of 2% of all data
center revenue.  In addition, for 1998, we had a commission pool of up to 10%
of sales from new contracts.  Mr. Koop received 2.5% of the first $9 million of
these new sales and 1% of these sales in excess of $9 million.  Mr. Grisanti
received .75% of the first $9 million of these new sales and .3% of these sales
in excess of $9 million.

      In July 1998, we entered into five-year employment agreements with Messrs.
James L.  Conway,  John F.  Phillips,  Gerald O. Koop and  Anthony F.  Grisanti.
Pursuant  to  these  agreements,  these  officers  receive  the  following  base
salaries:  Mr.  Conway --  $160,000,  Mr.  Phillips  --  $140,000,  Mr.  Koop --
$140,000,  and Mr.  Grisanti -- $120,000.  The agreements  provide for an annual
cost of living  adjustment.  Except for Mr. Conway,  whose  compensation  became
effective  July 1998, the salaries for the other  officers  became  effective in
January  1999.  The  agreements  provide  that the  executives  are  eligible to
participate  in a  bonus  pool to be  determined  annually  by the  Compensation
Committee.  The agreements also provide each of these officers with a $1,000 per
month  automobile  allowance.  In  the  event  of  the  officer's  dismissal  or
resignation or a material  change in his duties or in the event of a termination
of employment by the executive or by us as a result of a change of control,  the
officer   may  receive   severance   payments  of  between  24  and  36  months'
compensation.  A month's compensation means the then current monthly salary plus
one-twelfth  of the bonus for the prior  year.  The  agreement  with Mr.  Conway
replaced an employment  agreement dated August 1996. The agreements with Messrs.
Phillips and Grisanti replaced employment agreements dated June 1994.

      The following  table sets forth  information  concerning  options  granted
during the year ended  December  31, 1998  pursuant to our  long-term  incentive
plans. No SARs were granted.

                    Option Grants in Year Ended December 31, 1998


                                         % of Total                             Potential Realizable
                                         Options                                Value at Assumed
                       Number of         Granted to                             Annual Rates of Stock
                       Shares            Employees    Exercise                  Price Appreciation
                       Underlying        in Fiscal    Price Per    Expiration
      Name             Options Granted     Year       Share           Date      5%($)     10%($)
      ----             ---------------   ---------    ---------    ----------   -----     ------
<S>                      <C>               <C>        <C>       <C>       <C>       <C>
                                                                          
James L. Conway            40,000            5.2%       $1.50        6/29/03    $16,400   $36,800
                           50,000(1)         6.5%        1.00        11/2/03     14,000    30,500
Lewis S. Schiller              --              0%          --          --            --        --
Gerald O. Koop             30,000(2)         3.9%        1.50        6/29/03     12,420    27,480
                           50,000(1)         6.5%        1.00        11/2/03     14,000    30,500
John F. Phillips           30,000(2)         3.9%        1.50        6/29/03     12,420    27,480
                           50,000(1)         6.5%        1.00        11/2/03     14,000    30,500
Anthony F. Grisanti        30,000(2)         3.9%        1.50        6/29/03     12,420    27,480
                           50,000(1)         6.5%        1.00        11/2/03     14,000    30,500


----------
1     These options were granted  pursuant to an amendment to our 1998 Long-Term
      Incentive  Plan. The amendment is subject to  stockholder  approval at our
      1999 annual meeting of stockholders.

2     These option  grants do not include  options  which were  repriced.  Those
      options are set forth in the Option Repricing Table.


                                       - 4 -
</TABLE>
<PAGE>

<TABLE>


      On June 30, 1998,  the  compensation  committee  approved the repricing of
stock options held by  employees,  including  options held by Messrs.  Gerald O.
Koop, John F. Phillips and Anthony F. Grisanti. Options to purchase an aggregate
of 42,166 shares of common stock at $6.00 per share, which were granted in April
1996, were repriced at $1.50,  which was the marked price of the common stock on
the date of the repricing.  The grant of the new option and  cancellation of the
old option were based on our improving  results  notwithstanding  the decline in
the stock price.  There were no  repricings  of options  prior to 1998 at a time
when we were a reporting company. Set forth below is information  concerning the
repricing of such options.

                               Option Repricing Table


                                 Number of
                                 Securities    Market Price
                                 Underlying    of Stock at    Exercise Price
                                 Options       Time of        at Time of      New        Length of Original Term
Name                  Date       Repriced or   Repricing or   Repricing or    Exercise   Remaining at Date of 
                                 Amended       Amendment      Amendment       Price      Repricing or Amendment
----                  ----       -----------   ------------   --------------  --------   ----------------------
<S>                <C>           <C>           <C>            <C>           <C>        <C>

Gerald O. Koop       6/30/98       6,000         $1.50          $6.00         $1.50      Two years, nine months
John F. Phillips     6/30/98       9,000          1.50           6.00          1.50      Two years, nine months
Anthony F. Grisanti  6/30/98       5,000          1.50           6.00          1.50      Two years, nine months

      The  following  table sets forth  information  concerning  the exercise of
options and  warrants  during the year ended  December 31, 1998 and the year-end
value of options held by our officers named in the Summary  Compensation  Table.
No stock appreciation rights ("SARs") have been granted.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Value


                                                Number of        Value of
                                                Securities       Unexercised In-
                                                Underlying       the-Money
                                                Unexercised      Options at Fiscal
                                                Options(1) at    Year End(2)
                                                Fiscal Year End
                     Shares                                        
                     Acquired         Value     Exercisable/     Exercisable/
  Name              Upon Exercise    Realized   Unexercisable    Unexercisable
  ----              -------------    ---------  -------------    -------------
<S>                  <C>              <C>     <C>             <C> 

James L. Conway              --           --    97,249/70,000(3) $21,260/$99,410
Lewis S. Schiller            --           --    55,555/--(4)         --/--
Gerald O. Koop               --           --    22,984/65,000    $26,019/$94,095
John F. Phillips             --           --    36,922/65,000    $49,586/$94,095
Anthony F. Grisanti          --           --    30,821/65,000    $40,359/$94,095

----------
1     The number of shares of Common Stock subject to options includes shares of
      common  stock  issuable  upon  exercise of  warrants.  Options  granted in
      November 1998 pursuant to an amendment




                                       - 5 -
</TABLE>
<PAGE>





      to our 1998 stock option plan are unexercisable.  Such options are subject
      to stockholder approval of the amendment.

2     The determination of "in the money" options at December 31, 1998, is based
      on the closing price of the common stock on the Nasdaq  SmallCap Market on
      December 31, 1998, which was $2.563.

3     Includes  warrants to purchase  23,916  shares of common stock held by Mr.
      Conway's wife, as to which he disclaims beneficial ownership.

4     Does  not  include  warrants  held by DLB,  Inc.,  which  is  owned by Mr.
      Schiller's wife. Mr. Schiller disclaims  beneficial ownership in DLB or in
      any  securities  owned  by  DLB.  Warrants  held by Mr.  Schiller  include
      warrants  issued  to  him  by us and  warrants  transferred  to him by SIS
      Capital.


Item 12.    Security Ownership of Certain Beneficial Owners and Management

      Set forth below is  information  as of April 26,  1999,  as to each person
owning of  record or known by us,  based on  information  provided  to us by the
persons named below, to own  beneficially at least 5% of our Common Stock,  each
director, each officer listed in the Summary Compensation Table and all officers
and directors as a group.

                                                          Percent of Outstanding
Name and Address(1)                           Shares      Common Stock
----------------                              ------      ----------------------

SIS Capital Corp.                             508,874          17.6%
Consolidated Technology Group Ltd.
160 Broadway
New York, NY 10038
James L. Conway                               143,917(2)        5.0%
146 Nassau Avenue
Islip, NY 11751
John F. Phillips                              133,922(3)        4.8%
Edward D. Bright                              123,922           4.4%
Gerald O. Koop                                 77,823(4)        2.8%
Anthony F. Grisanti                            58,061(5)        2.1%
Joseph G. Sicinski                             10,000(6)         *
Seymour Richter                                 5,000(7)         *
All directors and officers as a group         552,645(8)       18.7%
(seven individuals)



----------
*     Less than 1%.

1     Unless  otherwise  indicated,  each  person  has the sole  voting and sole
      investment  power and direct  beneficial  ownership  of the  shares.  Each
      person is deemed to beneficially  own shares of common stock issuable upon
      exercise of options or warrants which are exercisable on or within 60 days
      after the date as of which the  information is provided.  Shares of common
      stock issued pursuant to options  granted  pursuant to an amendment to our
      1998 Long-Term  Incentive Plan are not deemed to be presently  exercisable
      since the options  were  granted  subject to  stockholder  approval of the
      amendment.


                                       - 6 -

<PAGE>



2     Includes  (a) 65,667  shares of common  stock  issuable  upon  exercise of
      warrants  owned by Mr.  Conway  and (b)  23,916  shares  of  common  stock
      issuable upon exercise of warrants held by Mr.
      Conway's wife, as to which he disclaims beneficial ownership.

3     Includes   24,000  shares  of  common  stock  issuable  upon  exercise  of
      outstanding options held by Mr. Phillips.

4     Includes 22,984 shares of common stock issuable upon exercise of
      outstanding options held by Mr. Koop.

5     Includes 20,000 shares of common stock issuable upon exercise of
      outstanding options held by Mr. Grisanti.

6     Includes   5,000  shares  of  common  stock   issuable  upon  exercise  of
      outstanding options held by Mr. Sicinski.

7     Represents  shares of common stock  issuable upon exercise of  outstanding
      options held by Mr. Richter.

8     Footnotes 2 through 8 are incorporated by reference.



Item 13.    Certain Relationships and Related Transactions

      During 1998 the Company discontinued its CarteSmart division which
included its interest in a joint venture. On June 30, 1998 the Company sold this
division, with an option to purchase the Company's interest in the joint venture
if the other party to the venture did not elect to acquire the Company's
interest, to Granite Technologies, Inc. ("Granite"), a corporation formed by the
former management of the division. Granite issued to the Company its $500,000
promissory note and a 20% equity interest in Granite. Granite also agreed to pay
certain royalties to the Company and granted the Company a license with respect
to the CarteSmarte software.  The note was subject to cancellation if the other
party to the joint venture elected to purchase the Company's interest.  As the
Company does not have significant influence over the operations of Granite, the
20% interest is accounted for using the cost method.

      We  had a  management  services  agreement  with  Consolidated  pursuant
to which we paid Consolidated $15,000 per  month.  This agreement was terminated
in April 1998.  During  1998,  we paid  Consolidated $45,000 pursuant to this
agreement.

      In connection with the April 1998 resignations of Mr. Lewis S. Schiller as
chief executive officer and a director and Mr. E. Gerald Kay as a directors, we
exchanged general releases with such persons.

      In  connection  with our accounts  receivable  financing,  Mr.  Anthony F.
Grisanti,  our chief financial officer,  issued his guaranty which is limited to
the losses or  liability  resulting  from  certain  irregularities  by us in the
submission  of invoices  for  advances  and the failure to pay over the proceeds
from  accounts to the lender.  We know of no such  irregularities.  The advances
under this facility were $1.6 million at December 31, 1998 and $780,000 at April
21, 1999. The maximum  borrowings  under the facility,  subject to the borrowing
formula, is $2.0 million.

      In March  1999,  we and  members of our  management,  together  with other
employees  and  non-affiliated   investors,   entered  into  an  agreement  with
Consolidated,  its  subsidiary, SIS Capital Corp. and Mr.  Anthony Grisanti, as
agent, pursuant to which:


                                       - 7 -

<PAGE>



o     The  purchasers  bought an aggregate of 585,750 shares of our common stock
      from SIS Capital for $2.015 per share in April 1999.

o     The purchasers  have the right to buy up to 206,874  additional  shares of
      the our common  stock  from SIS  Capital  at the same  purchase  price per
      share.

o     Consolidated  Technology  transferred to us shares of our preferred  stock
      (including  the  right to  receive  dividends  thereon)  and  warrants  to
      purchase shares of our common stock, for which we issued 100,000 shares of
      common stock to Consolidated in April 1999.

      The  following  officers and directors  purchased the following  number of
      shares of common stock from SIS Capital pursuant to this agreement:


Name                              Number of Shares          Purchase Price
----                              ----------------          --------------
John F. Phillips                       75,000                $151,118
Edward D. Bright                       62,500                 125,931
Gerald O. Koop                         34,600                  69,716
James L. Conway                        26,000                  52,387
Anthony F. Grisanti                    20,600                  41,507
Joseph G. Sicinski                      5,000                  10,075





                                       - 8 -

<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, thereunto duly authorized.


                           NETSMART TECHNOLOGIES, INC.


Dated: April 29, 1999                By  /s/ James L. Conway  
                                         ---------------------------------------
                                         James L. Conway, President and CEO

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


  Signature                Title                                        Date
  ---------                -----                                        ----

/s/ James L. Conway        President, Chief Executive            April 29, 1999
---------------------
James L. Conway            Officer and Director (Principal
                           Executive Officer)

/s/ Anthony F. Grisanti    Chief Financial Officer               April 29, 1999
-----------------------
Anthony F. Grisanti        (Principal Financial and
                           Accounting Officer)
                                                                 
/s/ Edward D. Bright       Director                              April 29, 1999
-----------------------                           
Edward D. Bright                                                
                                                                 

/s/ John F. Phillips       Director                              April 29, 1999
John F. Phillips


/s/ Gerald O. Koop         Director                              April 29, 1999
Gerald O. Koop

                                                 By: /s/ James L. Conway
                                                     ----------------------  
----------------------     Director                  James L. Conway
Joseph G. Sicinski                                   Attorney-in-Fact
                                                     April 29, 1999

----------------------     Director             
Seymour Richter




                                       - 9 -