UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                     FORM 10-QSB


          [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended: March 31, 1998
                                               --------------

          [ ]  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  0-14236
                                  -------

          Healthplex, Inc.                                                 
          -----------------------------------------------------------------
          (Exact name of small business issuer as specified in its charter)


               Delaware                               11-2714365         
          ----------------------------------------------------------------
          (State or other jurisdiction of         (I.R.S. Employer
           incorporation or organization)         Identification No.)


           60 Charles Lindbergh Blvd., Uniondale, New York  11553          
          -----------------------------------------------------------------
          (Address of principal executive offices)


           516-542-2200                                                    
          -----------------------------------------------------------------
          Issuer's telephone number, including area code

          Check whether the issuer (1) has filed all reports required to be
          filed by Section 13 or 15 (d) of the Exchange Act during the past
          12 months (or for such shorter period that the registrant was
          required to file such reports), and (2) has been subject to such
          filing requirements for the past 90 days. Yes X  No  
                                                        --   --
          State the number of shares outstanding of each of the issuer's
          classes of common equity, as of the latest practical date:
          3,590,082 shares of common stock, par value $.001 per share,
          outstanding at May 11, 1998.


          Not applicable                                                   
          -----------------------------------------------------------------
          (Former name, former address and former fiscal year, if changed
          since last report)


     <PAGE>

                           HEALTHPLEX, INC. & SUBSIDIARIES
                           -------------------------------



                                        INDEX
                                        -----



     Part I.   Financial information                                     Page

               Consolidated balance sheets -                               3
               March 31, 1998 unaudited and
               December 31, 1997 audited.


               Consolidated income statements -                            4 
               three months ended March 31, 1998 and 1997
               unaudited.
       
               Consolidated statements of cash flows                       5
               three months ended March 31, 1998 and 1997
               unaudited.

               Notes to consolidated financial statements                  6

               Management's discussion and analysis of                     7-8
               financial condition and results of operations.

     Part II.

               Item 1.  Legal Proceedings                                  9

               Item 2.  Changes in Securities                              9

               Item 3.  Default upon Senior Securities                     9

               Item 4.  Submission of Matters to a Vote of 
                        Security Holders                                   9

               Item 5.  Other Information                                  9

               Item 6.  Exhibits and Reports on From 8-K                   9

               Signatures




                                  -2-
     <PAGE>


     HEALTHPLEX, INC. & SUBSIDIARIES
     -------------------------------
     CONSOLIDATED BALANCE SHEETS
     ---------------------------

                                                  March 31,        December 31,
                                                      1998             1997   
                                                  (Unaudited)           *   
     ASSETS                                       -----------      ------------
     ------                                                                     
     Current assets:
     --------------

     Cash and cash equivalents                    $   794,152      $   784,709
     Investments-available for sale                   874,925          800,773
     Accounts receivable                              457,768          541,836
     Notes receivable-current portion                  53,733           33,331
     Due from Dentcare Delivery Systems, Inc.          95,587
     Other receivables                                 15,832           40,832
     Prepaid expenses                                       0            6,827
                                                  -----------       ----------
       Total current assets                         2,291,997        2,208,308

     Fixed assets, net of depreciation                980,269        1,000,509
     Note receivable - less current portion            44,929           78,516
     Investments-available for sale                   548,141          597,856
     Security deposits                                 35,406           55,406
     Deferred investment banking fees                 249,263          263,925
     Goodwill, less accumulated            
      amortization                                     13,205           13,543
     Loan to Dentcare Delivery Systems, Inc.          515,820          515,820
                                                  -----------       ----------
                                                   $4,679,030       $4,733,883
                                                  ===========       ==========
     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------

     Current liabilities:
     --------------------
     Accounts payable                              $  394,529       $  395,536
     Current portion of capitalized lease  
      obligations                                     134,989          134,988
     Accrued expenses and taxes                       286,956          278,883
     Due to Dentcare Delivery Systems, Inc.                 0          161,328
     Income taxes payable                             198,145          188,422
     Deferred rent payable                              5,184            2,594
                                                   ----------       ----------
        Total current liabilities                   1,017,803        1,161,751

     Capitalized lease obligations, less   
      current portion                                  91,046          124,794
     Deferred rent payable                            118,892          122,143
     Deferred income taxes payable                     61,735           61,735
                                                   ----------       ----------
      Total liabilities                             1,289,476        1,470,423
                                                   ----------       ----------

     Minority interest                                 12,386           10,159
                                                   ----------       ----------

     Stockholders' equity:
     Common stock $.001 par value,         
      authorized 20,000,000 shares;        
     issued 3,591,682                                   3,592            3,592
     Paid-in capital                                2,255,018        2,255,018
     Unrealized loss on                    
      investments-available for sale                 (46,806)         (44,871)
     Retained earnings                              1,168,014        1,042,212
     Less: Treasury stock, 1,600 shares                 2,650            2,650
                                                   ----------       ----------
        Total stockholders' equity                  3,377,158        3,253,301
                                                   ----------       ----------
                                                  $ 4,679,030      $ 4,733,883
                                                   ==========       ==========



     See notes to financial statements which are an integral part hereof.
     *Derived from audited financial statements.


                                      -3-
     <PAGE>


     HEALTHPLEX, INC. & SUBSIDIARIES
     -------------------------------
     CONSOLIDATED INCOME STATEMENTS
     ------------------------------
     FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
     --------------------------------------------------
     (UNAUDITED)
     -----------

                                              1998               1997
                                              ----          (Reclassified)
                                                            --------------

     Revenues
     --------
     Service fee income                   $   820,561         $  646,520
     Administrative service income          1,261,271            956,752
                                          -----------         ----------
     Total service fee income               2,081,832          1,603,272


     Premium income                         1,898,564          1,771,423
     Sales-computer services                    3,375              1,923
                                          -----------         ----------

          Total revenues                    3,983,771          3,376,618
                                          -----------         ----------

     Cost of Revenues
     ----------------
     Direct expenses - related to
       service fees                           826,838            524,663     
     Dental expenses - related to
       premium income                       1,569,661          1,510,729
     Cost of sales - computer services              0              4,989
                                          -----------         ----------
                                            2,396,499          2,040,381
                                          -----------         ----------

     Gross Margin on Revenues               1,587,272          1,336,237
     ------------------------             -----------         ----------
     Selling, general and
       administrative expense               1,364,037          1,202,154
     Interest expense                           6,997             13,810
                                          -----------         ----------
                                            1,371,034          1,215,964
                                          -----------         ----------

     Income from operations                   216,238            120,273
     Other income
          Interest income                      24,516             27,739
          Dividend income                       4,857              2,139
                                          -----------         ----------
     Income before income taxes               245,611            150,151


     Provision for income taxes               117,582             64,962
                                          -----------         ----------


     Income before minority taxes             128,029             85,189
     Minority interest                          2,227              3,100
                                          -----------         ----------


     Net Income                           $   125,802         $   82,089
                                          ===========         ==========

     Earnings per share (Note 3):
          Basic                           $     0.035         $    0.023
                                          ===========         ==========
          Diluted                         $     0.034         $    0.022
                                          ===========         ==========
     Weighted average number of shares
       of common stock outstanding:
          Basic                             3,590,082          3,585,082
                                          ===========         ==========
          Diluted                           3,694,921          3,716,508
                                          ===========         ==========




     See notes to financial statements which are an integral part hereof.


                                      -4-
     <PAGE>


     HEALTHPLEX, INC. & SUBSIDIARIES
     -------------------------------
     CONSOLIDATED STATEMENTS OF CASH FLOWS
     --------------------------------------
     FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
     ---------------------------------------------------
     (UNAUDITED)
     -----------

                                                         1998          1997
                                                         ----          ----
                                                                    (Restated)
                                                                   -----------
     INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
     Cash flows from operating activities:
     Net income                                     $  125,802      $  82,089
     Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation and amortization                   54,994         53,807
        Deferred rent expense                             (661)         1,842
        Deferred investment banking fees                14,662              0
        Minority interest                                2,227          3,100
     (Increase) decrease in:
        Accounts receivable                             84,068         92,550
        Due from Dentcare Delivery Systems, Inc.       (95,587)             0
        Other receivables                               25,000            982
        Prepaid expenses                                 6,827         10,655
     Increase (decrease) in:
        Accounts payable                                (1,007)       (57,628)
        Accrued expenses and taxes                       8,073         39,256
        Due to Dentcare Delivery Systems, Inc.        (161,328)       (13,166)
        Income taxes payable                             7,723        (75,722)
                                                     ---------    -----------
     Net cash provided by operating activities          70,793        137,765
                                                     ---------    -----------

     Cash flows from investing activities:
        Purchase of investments                        (26,372)             0
        Proceeds from sale of investments                    0         88,580
        Capital expenditures                           (34,416)       (40,462)
        Repayments of secured note receivable           13,185         11,304
        Security deposits refunded (paid)               20,000           (850)
                                                     ---------    -----------
     Net cash provided by (used in) investing
     activities                                        (27,603)        58,572
                                                     ---------    -----------

     Cash flows from financing activities:
        Repayment of long-term debt                    (33,747)       (55,821)
                                                     ---------    -----------
     Net cash used in financing activities             (33,747)       (55,821)
                                                    ----------    -----------

     Net increase (decrease) in cash                     9,443        140,516
     Cash and cash equivalents at beginning of
     period                                            784,709        344,109
                                                    ----------    -----------
     Cash and cash equivalents at end of period    $   794,152        484,625
                                                   ===========    ===========

     Cash paid during the year for:
        Interest                                  $      6,997     $   13,810
                                                  ============    ===========
        Income taxes                               $   109,481     $  140,058
                                                   ===========    ===========

      
     See notes to financial statements which are an integral part hereof.


                                      -5-
     <PAGE>


                           HEALTHPLEX, INC. & SUBSIDIARIES
                           -------------------------------
                            NOTES TO FINANCIAL STATEMENTS
                            -----------------------------




     NOTE 1 - BASIS OF PRESENTATION
     ------------------------------

     The  accompanying unaudited  consolidated  financial  statements have  been
     prepared in accordance  with Generally Accepted  Accounting Principles  for
     interim  financial information and with the instructions to Form 10-QSB and
     Rule 310(b) of Regulation S-B.  Accordingly, they do not include all of the
     information  and  footnotes  required  by  Generally   Accepted  Accounting
     Principles  for  complete  financial   statements.    In  the   opinion  of
     management,  all  adjustments  (consisting  of  normal  recurring accruals)
     considered necessary for  fair presentation have been included.   Operating
     results for  the three  months  ended March  31, 1998  are not  necessarily
     indicative of the results that may  be expected for the year ended December
     31, 1998.

     In  previously   issued  quarterly  financial  statements,   the  Company's
     majority-owned subsidiary, DHG, Inc., was  reported under the equity method
     of accounting.   The statement of  income for the three  months ended March
     31, 1997  has been reclassified to  reflect the revenues  and expenses (and
     related minority  interest)  of this  subsidiary  (rather than  the  single
     amount for the Company's two-thirds interest in the subsidiary's net income
     previously presented) so as to conform to the consolidated presentation for
     1998.   Such  change had  no effect on  reported net  income in  1997.  The
     consolidated  statement of cash flows for 1997 has been restated to include
     the cash balances and cash flows of this subsidiary.

     For a summary of significant accounting policies, refer to Note  2 of Notes
     to Financial Statements included in the Company's Annual Report on Form 10-
     KSB for the year ended December 31, 1997. 


     Note 2 - COMPREHENSIVE INCOME
     -----------------------------

     For the three months ended March 31, 1988 comprehensive income amounted  to
     $123,867.   The difference between  net income and  comprehensive income is
     due  to unrealized losses of $1,935 on investments classified as available-
     for-sale.


     Note 3 - EARNINGS PER SHARE
     ---------------------------

     The Company has adopted statement of Financial Accounting Standards No. 128
     "Earnings  per  Share,"  ("SFAS   No.  128")  which  superseded  Accounting
     Principles Board  Opinion No. 15.   Under SFAS No. 128,  earnings per share
     are  computed  by dividing  net income  by  the weighted-average  number of
     common  shares outstanding during the  period.  Diluted  earnings per share
     are reported when applicable  to reflect the potential dilution  that could
     occur if outstanding  options and  warrants to purchase  common stock  were
     exercised.  SFAS No. 128 has been applied retroactively to 1997 and the per
     share results have been restated accordingly.




                                      -6-
     <PAGE>


                           HEALTHPLEX, INC. & SUBSIDIARIES
                           -------------------------------

                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                         -----------------------------------


     FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
     --------------------------------------------------


     Results of Operations - Revenue Overview
     ----------------------------------------

     Revenue increased  by  $607,153, or 18.0%, to  $3,983,771 from  $3,376,618.
     Approximately $304,000, or 50.1% of the increase represented an increase in
     revenue from  the Company's administrative  service income business.   Such
     increase  is the  result of  continued growth  of the  customer base.   The
     Company continues to emphasize  its administrative business through focused
     marketing efforts targeting specific entities.

     The amounts for administrative service income, total service fee income and
     total revenue  reported herein for  the three months ended  March 31, 1997,
     have  each been increased by  $79,615 from the  amounts previously reported
     therefor.   Such amount represents the administrative service income of the
     Company's  majority-owned  subsidiary,  DHG,  Inc.   In  previously  issued
     quarterly financial  statements, the  Company accounted for  its two-thirds
     interest  in this subsidiary on the equity  method.  For 1998, the accounts
     of this subsidiary  have been fully  consolidated with that of  the Company
     and its wholly-owned subsidiaries.  The 1997 financial statements have been
     revised accordingly to reflect the components of the subsidiary's revenues,
     expenses  and related minority interest.   The revisions  to reclassify the
     components of the subsidiary's net income had no effect on the reported net
     income for the three months ended March 31, 1997.

     The following table illustrates the changes in revenue:


     For the three months                                           Increase
     ended March 31,                 1998            1997          (Decrease)
     -------------------------------------------------------------------------

     Service fee income           $  820,561      $  646,520       $  174,041
     Administrative service
     income                        1,261,271         956,752          304,519
                                  ----------      ----------       ----------
     Total service fee income      2,081,832       1,603,272          478,560
     Premium income                1,898,564       1,771,423          127,141
     Sales computer service            3,375           1,923            1,452
                                  ----------      ----------       ----------
         Total                    $3,983,771      $3,376,618       $  607,153
                                  ==========      ==========       ==========

     Results of Operations Gross - Margin, Expenses & Income
     -------------------------------------------------------

     Gross margin  on  revenue increased  by $251,035,  or  18.8% to  $1,587,272
     during the  first three months of 1998 as compared to $1,336,237 during the
     comparable  period of 1997.  Of the  increase in gross margin, $176,385, or
     70.3%, was due to  the increase in gross margin from service fee income due
     to the continuing expansion of the administrative service business.

     The amount of gross margin reported  for 1997 has been increased by $79,615
     from that previously reported,  which revision is  due to the inclusion  of
     DHG, Inc.'s  revenues.  There are  no costs of  revenues reported therefor;
     expenses  and  related  overhead  are  included  in  selling,  general  and
     administrative expense.

     The following table illustrates the changes in gross margin:


     For the three months                                          Increase 
     ended March 31,                 1998            1997          (Decrease)
     -------------------------------------------------------------------------

     Service fee income          $  1,254,994     $ 1,078,609     $   176,385
     Premium income                   328,903         260,694          68,209
     Sales - computer services          3,375          (3,066)          6,441
                                -------------     -----------     -----------
         Total                  $   1,587,272     $ 1,336,237     $   251,035
                                =============     ===========     ===========


                                      -7-
     <PAGE>

                           HEALTHPLEX, INC. & SUBSIDIARIES
                           -------------------------------

                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS
                         -----------------------------------


     FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
     --------------------------------------------------


     Results of Operations - Gross Margin, Expenses & Income (Cont'd)
     ----------------------------------------------------------------


     Selling,  general and  administrative  expenses increased  by $161,883,  or
     13.5%, to $1,364,037 in 1998 from $1,202,154 in 1997, primarily as a result
     of $149,576 in increased payroll related costs incurred to meet the demands
     of the expanding administrative  service business.  The amount  of selling,
     general and administrative expenses reported for 1997 had been increased by
     $76,515 from that previously  recorded due to the inclusion  of DHG, Inc.'s
     expenses for such year.

     Pre-tax income increased  by $95,460, or  63.6%, to  $245,611 in 1998  from
     $150,151 in 1997, principally as a result of an  increase in administrative
     service  business.   The amount  reported  for 1997  has been  increased by
     $3,100 from that previously reported.  Such amount represents the one-third
     minority interest in DHG,  Inc. which is deducted  after the provision  for
     income taxes.

     The provision for income taxes increased by $52,620, or 81.0%,  to $117,582
     in 1998 from $64,962 in 1997.

     As  a result,  net income increased  by $43,713,  or 53.3%,  to $125,802 in
     1998.  Net income of $82,089 for 1997 was not affected  by the inclusion of
     DHG, Inc.

     The Company's adoption  of SFAS No. 128 had very  little impact on reported
     earnings per share.   Application of the new  standard resulted in  diluted
     earnings per share being one-tenth of one cent less than basic earnings per
     share in each of the three-month periods ended March 31, 1998 and 1997.

     The Company has also adopted SFAS No. 130 "Reporting Comprehensive Income".
     See note 2 to the consolidated financial statements.


     Liquidity and Capital Resources
     -------------------------------

     The Company's cash, cash  equivalents and short term investments  increased
     by $83,595  to $1,669,077 at March 31, 1998 from $1,585,482 at December 31,
     1997.    Cash and  cash  equivalents, exclusive  of  short-term investments
     increased by  $9,443 to $794,152.   Earnings before  depreciation, deferred
     items and minority interest amounted to $197,024 for the three months ended
     March 31, 1998 and were the principal reason for the $70,793 of  cash flows
     provided  by  operating  activities.   In  addition,  these  same  elements
     continue to be the Company's primary source of liquidity.

     The Company used $34,416  to purchase additional equipment.   Cash outflows
     of $26,372  were used  to  purchase investments.    Other cash  inflows  of
     $33,185 brought the total cash used in investing activities to $27,603.

     The Company used $33,747 to repay long-term debt.

     The Company continues in a strong cash position with good liquidity.


                                      -8-
     <PAGE>

                           HEALTHPLEX, INC. & SUBSIDIARIES
                           -------------------------------

                             PART II - OTHER INFORMATION
                             ---------------------------




     Item 1.   Legal Proceedings
     ---------------------------

          Neither the Registrant nor its subsidiaries are a party, nor is any of
          their  property  subject, to  material  pending  legal proceedings  or
          material  proceedings  known   to  be  contemplated   by  governmental
          authorities.


     Item 2.   Changes in Securities
     -------------------------------
            
          None

     Item 3.   Defaults Upon Senior Securities
     -----------------------------------------

          None

     Item 4.   Submission of Matters to a Vote of Security Holders
     -------------------------------------------------------------

          None

     Item 5.   Other Information
     ---------------------------

          None

     Item 6.   Exhibits and Reports on Form 8-K
     ------------------------------------------

          Exhibit                  Description
          -------                  -----------

           27                      Financial Data Schedule




                                      -9-
     <PAGE>

                           HEALTHPLEX, INC. & SUBSIDIARIES
                           -------------------------------



                                      SIGNATURES
                                      ----------


     Pursuant to  the requirements 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.






                                        HEALTHPLEX, INC.
                                        ----------------
                                        Registrant
      

     Date:  May 14, 1998                By: /s/ MARTIN KANE          
                                            -------------------------
                                            Martin Kane
                                            President


     Date:  May 14, 1998                By: /s/ JOHN FORTE           
                                            -------------------------
                                            John Forte
                                            Chief Financial Officer




                                      -10-
     <PAGE>



                                 EXHIBIT INDEX



          Exhibit         Description
          -------         -----------

            27            Financial Data Schedule