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: September 30, 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: 
          3,600,382 shares of common stock, par value $.001 per share,
          outstanding at October 31, 1998.


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


     <PAGE>


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



                                        INDEX
                                        -----


                                                                       Page

          Part I.   Financial Information

                    Consolidated balance sheets -                        3 
                    September 30, 1998 unaudited and
                    December 31, 1997 audited.

                    Consolidated income statements -                     4 
                    nine months ended September 30, 1998 and 1997
                    unaudited and three months ended 
                    September 30, 1998 and 1997 unaudited.

                    Consolidated statements of cash flows -              5 
                    nine months ended September 30, 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.  Other Information

                    Item 1.   Legal Proceedings                          9 

                    Item 2.  Changes in Securities                       9 

                    Item 3.   Defaults 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 Form 8-K           9 

                    Signatures


                                       -2-
     <PAGE>


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

     
                                             September 30,       December 31,
                                                  1998               1997
                                              (Unaudited)             *
                                             -------------      -------------
      ASSETS
      ------
      Current assets:
      --------------

      Cash and cash equivalents                 $1,491,469         $  784,709
      Investments - available for sale             766,485            800,773
      Accounts receivable                          284,402            541,836
      Notes receivable - current portion            57,341             33,331
      Other receivables                             10,541             40,832
      Prepaid expenses                                   0              6,827
                                                 ---------         ----------
           Total current assets                  2,610,238          2,208,308

      Fixed assets, net of depreciation          1,095,640          1,000,509
      Notes receivable - less current
         portion                                    22,992             78,516
      Investments - available for sale             493,296            597,856
      Security deposits                             70,773             55,406
      Deferred investment banking fees             219,937            263,925
      Goodwill, less accumulated
         amortization                               12,528             13,543
      Loan to Dentcare Delivery Systems, Inc.      515,820            515,820
                                                ----------         ----------
                                                $5,041,224         $4,733,883
                                                ==========         ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY
      ------------------------------------

      Current liabilities:
      -------------------
      Accounts payable                          $  392,927         $  395,536
      Current portion of capitalized
         lease obligations                         121,173            134,988
      Accrued expenses and taxes                   156,401            278,883
      Due to Dentcare Delivery Systems, Inc.        65,960            161,328
      Income taxes payable                         356,807            188,422
      Deferred rent payable                          5,184              2,594
                                                ----------         ----------
           Total current liabilities             1,098,452          1,161,751

      Capitalized lease obligations, less
         current portion                            37,367            124,794
      Deferred rent payable                        117,570            122,143
      Deferred income taxes payable                 61,735             61,735
                                                ----------         ----------
           Total liabilities                     1,315,124          1,470,423
                                                ----------         ----------

      Minority interest                             13,656             10,159
                                                ----------         ----------

      Stockholders' equity:
      --------------------
      Common stock $.001 par value,                  3,607              3,592
         authorized 20,000,000 shares;
         issued 3,606,682 in 1998 and
         3,591,682 in 1997
      Paid-in capital                            2,281,914          2,255,018
      Unrealized loss on investments-
         available for sale                        (59,986)           (44,871)
      Retained earnings                          1,497,992          1,042,212
      Less:  Treasury stock, 6,300 shares 
         in 1998 and 1,600 shares in 1997           11,083              2,650
                                                ----------         ----------
                Total stockholders'              3,712,444          3,253,301
                   equity                       ----------         ----------
                                                $5,041,224         $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 STATEMENTS OF OPERATIONS
          -------------------------------------
          (UNAUDITED)
          -----------


                                               For the Nine Months Ended
                                             ----------------------------

                                             September 30,  September 30,
                                                 1998            1997
                                             -------------  --------------
                                                            (Reclassified)
           Revenues
           --------

           Service fee income                  $ 2,529,732     $ 1,940,672

           Administrative service income         3,865,227       3,049,036
                                               -----------     -----------

           Total service fee income              6,394,959       4,989,708


           Premium income                        5,715,141       5,335,864

           Sales-computer services                  13,125           6,948
                                               -----------     -----------
                 Total revenues                 12,123,225      10,332,520
                                               -----------     -----------

           Cost of Revenues
           ----------------
           
           Direct expenses - related to
              service fees                       2,549,964       1,709,668

           Dental expenses - related to
              premium income                     4,682,417       4,528,073

           Cost of sales - computer                      0          12,827
              services                         -----------     -----------
                                                 7,232,381       6,250,568
                                               -----------     -----------

           Gross Margin on Revenues              4,890,844       4,081,952
           ------------------------            -----------     -----------

           Selling, general and
              administrative expense             4,144,051       3,647,884

           Interest expense                         20,348          34,709
                                               -----------     -----------
                                                 4,164,399       3,682,593
                                               -----------     -----------
           Income from operations 
           Other Income                            726,445         399,359

           Gain on sale of securities                3,111             854

           Interest income                          70,218          73,312

           Dividend income                          25,711           9,367
                                               -----------     -----------

           Income before income taxes              825,485         482,892

           Provision for income taxes              366,208         249,437
                                               -----------     -----------

           Income before minority interest         459,277         233,455

           Minority interest                         3,497           2,749
                                               -----------     -----------
           Net income                          $   455,780     $   230,706
                                               ===========     ===========

           Earnings per share (Note 3):

             Basic                             $     0.127     $     0.064
                                               ===========     ===========
             Diluted                           $     0.121     $     0.062
                                               ===========     ===========

           Weighted average number of
              shares of common stock
              outstanding

              Basic                              3,592,612       3,590,082
                                               ===========     ===========
              Diluted                            3,776,646       3,749,622
                                               ===========     ===========


 
                                                 For the Three Months Ended
                                                ----------------------------
                                                September 30,  September 30,
                                                    1998            1997
                                                -------------  --------------
                                                               (Reclassified)
          Revenues
          --------

          Service fee income                    $   926,911     $   602,996

          Administrative service income           1,330,923       1,122,235
                                                -----------     -----------
          Total service fee income                2,257,834       1,725,231
                                                                           
          Premium income                          1,932,179       1,778,909

          Sales-computer services                     7,350           5,025
                                                -----------     -----------
                Total revenues                    4,197,363       3,509,165
                                                -----------     -----------

          Cost of Revenues
          ----------------

          Direct expenses - related to
             service fees                           857,552         570,055

          Dental expenses - related to
             premium income                       1,534,522       1,513,168
             
          Cost of sales - computer services               0           4,766
                                                -----------     -----------
                                                  2,392,074       2,087,989
                                                -----------     -----------

          Gross Margin on Revenues                1,805,289       1,421,176
          ------------------------              -----------     -----------

          Selling, general and
             administrative expense               1,510,119       1,263,077

          Interest expense                            6,783           6,191
                                                -----------     -----------
                                                  1,516,902       1,269,268
                                                -----------     -----------
          Income from operations 
          Other Income                              288,387         151,908

          Gain on sale of securities                      0             854

          Interest income                            21,762          21,837

          Dividend income                            14,336           4,216
                                                -----------     -----------
          Income before income taxes                324,485         178,815

          Provision for income taxes                143,061         117,388
                                                -----------     -----------
          Income before minority interest           181,424          61,427

          Minority interest                           1,654         (1,017)
                                                -----------     -----------
          Net income                            $   179,770     $    62,444
                                                ===========     ===========
          Earnings per share (Note 3):

             Basic                              $     0.050     $     0.017
                                                ===========     ===========

             Diluted                            $     0.048     $     0.017
                                                ===========     ===========
          Weighted average number of shares
             of common stock outstanding

             Basic                                3,596,407       3,590,082
                                                ===========     ===========

             Diluted                              3,780,441       3,749,622
                                                ===========     ===========


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


                                       -4-
     <PAGE>


          HEALTHPLEX, INC. & SUBSIDIARIES
          -------------------------------
          CONSOLIDATED STATEMENTS OF CASH FLOWS
          -------------------------------------
          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
          -----------------------------------------------------
          (UNAUDITED)
          -----------

                                             September 30,   September 30,
                                                 1998            1997     
                                             -------------   -------------
                                                              (Restated)

          INCREASE (DECREASE) IN CASH AND
          CASH EQUIVALENTS

          Cash flows from operating
             activities                      $   455,780     $   230,706

          Net income

          Adjustments to reconcile net
             income to net cash provided
             by operating activities:

             Depreciation and amortization       175,062         163,882

             Deferred rent expense                (1,983)          5,526

             Deferred investment banking
                fees                              43,988               0
                
             Minority interest                     3,497           2,749
             
             Gain on sales of securities          (3,111)            854
             
             Stock awards                         26,909               0
             
          (Increase) decrease in:

             Accounts receivable                 257,434          41,684

             Other receivables                    30,291         (10,349)

             Prepaid expenses                      6,827         (11,766)

          Increase (decrease) in:

             Accounts payable                     (2,609)         48,597

             Accrued expenses and taxes         (122,482)         54,644

             Due to Dentcare Delivery
                Systems, Inc.                    (95,368)         13,492
                
             Income taxes payable                168,385          84,927
                                             -----------     -----------
          Net cash provided by operating
             activities                          942,620         624,946
                                             -----------     -----------

          Cash flows from investing activities:

             Proceeds from sale of
                investments                      126,846         186,581
                
             Capital expenditures               (269,178)        (85,808)

             Repayment of notes receivable        31,514          38,704
                    
             Security deposits paid              (15,367)        (39,350)
                                             -----------     -----------

          Net cash provided by (used in)
             investing activities               (126,185)        102,127
                                             -----------     -----------
          Cash flows from financing activities:

             Proceeds from issuance of
               capital stock                           0           5,446
             
             Purchase of treasury stock           (8,433)              0

             Repayment of long-term debt        (101,242)       (143,265)
                                             -----------     -----------

          Net cash used in financing
             activities:                        (109,675)       (137,819)
                                             -----------     -----------

          Net increase in cash                   706,760         589,254

          Cash and cash equivalents at
             beginning of period                 784,709         268,340
                                             -----------     -----------

          Cash and cash equivalents at
             end of period                   $ 1,491,469     $   857,594
                                             ===========     ===========

          Cash paid during the period for:

             Interest                        $    20,348     $    34,709
                                             ===========     ===========
             Income taxes                    $   197,538     $   162,351
                                             ===========     ===========

        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 nine months ended September 30, 1998
          are not necessarily indicative of the results that may be
          expected for the year ending December 31, 1998.

          In previously issued interim financial statements for 1997, the
          Company's majority-owned subsidiary, DHG, Inc., was reported
          under the equity method of accounting.  The statements of
          operations for the nine and three months ended September 30, 1997
          have 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 nine months ended September 30, 1998 comprehensive income
          amounted to $440,665.  The difference between net income and
          comprehensive income is due to unrealized losses of $15,115 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 retroactively
          applied to 1997; however, such per share results were unchanged.

          NOTE 4 - STOCK REPURCHASE PROGRAM
          ---------------------------------

          On August 25, 1998, the Board of Directors adopted a resolution
          approving a stock repurchase program.  Under this program, the
          Company may, from time to time, buy up to 150,000 shares of the
          Company's common stock on the open market.  During September of
          1998 the Company purchased 4,700 shares pursuant to this plan.


                                       -6-
     <PAGE>


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

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

          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
          -----------------------------------------------------

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

          Revenue increased by $1,790,705, or 17.3%, to $12,123,225 from
          $10,332,520.  Approximately $816,000, or 45.6% of the increase,
          represented an increase in revenue from the Company's
          administrative service income business.  Such increase is the
          result of servicing major groups added during 1997.  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 nine months
          ended September 30, 1997 have each been increased by $232,151
          from the amounts previously reported therefor.  (For the three
          months ended September 30, 1997, the amount of such increase was
          $75,349).  Such amounts represent the administrative service
          income of the Company's majority owned subsidiary, DHG, Inc.  In
          previously issued 1997 interim 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 1997 periods.

          The following table illustrates the changes in revenue:

          For the nine months                                     Increase
            ended September 30,          1998            1997    (Decrease)
          ----------------------------------------------------------------

          Service fee income         $ 2,529,732    $ 1,940,672  $  589,060

          Administrative service
             income                    3,865,227      3,049,036     816,191
                                     -----------    -----------  ----------

          Total service fee income     6,394,959      4,989,708   1,405,251

          Premium income               5,715,141      5,335,864     379,277

          Sales-computer service          13,125          6,948       6,177
                                     -----------    -----------  ----------

               Total                 $12,123,225    $10,332,520  $1,790,705
                                     ===========    ===========  ==========


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

          Gross margin on revenue increased by $808,892 or 19.8%, during
          the first nine months of 1998 as compared to $4,081,952 during
          the comparable period of 1997.  Of the increase in gross margin,
          $564,955, or 69.8%, 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 the first nine months of
          1997 has been increased by $232,151 ($75,349 for the three months
          ended June 30, 1997) 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.


                                       -7- 
     <PAGE>

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

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

       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
       -----------------------------------------------------

       The following table illustrates the changes in gross margin:

         
         For the nine months                                   Increase
         ended September 30,          1998          1997      (Decrease)
         ---------------------------------------------------------------
         Service fee income        $3,844,995    $3,280,040    $564,955

         Premium income             1,032,724       807,791     224,933

         Sales - computer
         services                      13,125        (5,879)     19,004
                                   ----------    ----------    --------

           Total                   $4,890,844    $4,081,952    $808,892
                                   ==========    ==========    ========


       Selling general and administrative expenses increased by $496,167, or
       13.6%, to $4,144,051 in 1998 from $3,647,884 in 1997, primarily as a
       result of $421,085 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 the
       first nine months of 1997 has been increased by $229,402 from that
       previously reported due to the inclusion of DHG, Inc.'s expenses for
       such period.  (For the first three months of 1997 the increase was
       $76,366).

       Pre-tax income increased by $342,593, or 70.9%, to $825,485 for the
       first six months of 1998 from $482,892 in 1997, principally as a result
       of an increase in administrative service business.  The amount reported
       for 1997 has been increased by $2,749 from that previously reported. 
       Such amounts represent the one-third minority interest in DHG, Inc.
       which is deducted after the provision for income taxes.  (For the first
       three months of 1997 the change was a decrease of $1,017).

       The provision for income taxes increased by $116,771, or 46.8%, to
       $366,208 in 1998 from $249,437 in 1997.

       As a result, net income increased by $225,074, or 97.6%, to $455,780 in
       1998.  Net income of $230,706 for the 1997 period was not affect by the
       inclusion of DHG, Inc.

       The Company's adoption of SFAS No. 128 had no impact on reported
       earnings per share.

       The Company has also adopted SFAS No. 130 "Reporting Comprehensive
       Income".  See Note 2 of Notes to Financial Statements.

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

       The Company's cash, cash equivalents and short-term investments
       increased by $672,472 to $2,257,954 at September 30, 1998 from
       $1,585,482 at December 31, 1997.  Cash and cash equivalents, exclusive
       of short-term investments increased by $706,760 to $1,491,469. 
       Earnings before depreciation, deferred items and minority interest
       amounted to $676,344 for the nine months ended September 30, 1998 and
       were the principal reason for the $942,620 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 $269,178 to purchase additional equipment and for
       improvements relating to the expansion of its office.  Cash inflow of
       $126,846 were generated by the sale of investments.  Other net cash
       inflows of $16,147 brought the total cash used in investing activities
       to $126,185.

       The Company used $101,242 to repay long-term debt, and $8,433 to
       repurchase shares of the Company's stock.

       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
            -------                  -----------

              27.1                   Financial Data Schedule

              27.2                   Restated Financial Data Schedule for
                                     September 30, 1997



                                      -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:  November 12, 1998           By: /s/ MARTIN KANE             
                                             --------------------------------
                                                Martin Kane, President


       Date:  November 12, 1998           By: /s/ JOHN FORTE          
                                             --------------------------------
                                                John Forte, Chief Financial
                                                Officer



                                       -10-
     <PAGE>


                                 EXHIBIT INDEX



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

              27.1                   Financial Data Schedule

              27.2                   Restated Financial Data Schedule for
                                     September 30, 1997