U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended December 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 1-10196


                        Dimensional Visions Incorporated
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Delaware                                              23-2517953
-------------------------------                              -------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

               2301 W. Dunlap, Suite 207, Phoenix, Arizona, 85021
               --------------------------------------------------
                    (Address of principal executive offices)

                                (602) 997 - 1990
                            -------------------------
                           (Issuer's telephone number)

              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether the issuer (1) 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 [ ]

As of  December  31,  1998,  the  number of shares of Common  Stock  issued  and
outstanding was 3,641,978.

Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------
PART I - FINANCIAL INFORMATION

   Item 1. Financial Statements

           Condensed Consolidated Balance Sheets - December 31, 1998
           and June 30, 1998                                                 1

           Condensed Consolidated Statement of Operations - For the three
           and six months ended December 31, 1998 and 1997                   2

           Condensed Consolidated Statement of Cash Flows - For the six
           months ended December 31, 1998 and 1997                           3

           Notes to Condensed Consolidated Financial Statements              4

   Item 2. Management's Discussion and Analysis of Financial
           Conditions and Results of Operations                              8


PART II - OTHER INFORMATION

   Item 1. Legal Proceedings                                               N/A
   Item 2. Changes in Securities                                           N/A
   Item 3. Defaults Upon Senior Securities                                 N/A
   Item 4. Submission of Matters to a Vote of Security Holders             N/A
   Item 5. Other Information                                               N/A
   Item 6. Exhibits and Reports on Form 8-K                                  9

SIGNATURES                                                                   9
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   December 31,
                                                      1998            June 30,
                          ASSETS                   (Unaudited)         1998
                                                   -----------         ----
Current assets
   Cash                                           $     35,930     $     15,910
   Current portion of notes receivable                 171,281          119,461
   Accounts receivable, trade, net of
    allowance for bad debts of $215,743                158,728          144,620
   Inventory                                            82,995           69,364
   Prepaid expenses                                     56,980           25,678
                                                  ------------     ------------
Total current assets                                   505,914          375,033
                                                  ------------     ------------
Equipment
   Equipment                                           402,920          370,344
   Furniture and fixtures                               50,440           24,217
                                                  ------------     ------------
                                                       453,360          394,561
   Less accumulated depreciation                       262,341          233,509
                                                  ------------     ------------
                                                       191,019          161,052
                                                  ------------     ------------
Other assets
   Notes receivable net of current portion             272,388          342,377
   Deferred costs                                       30,726               --
   Patent rights and other assets                       37,793           42,379
                                                  ------------     ------------
                                                       340,907          384,756
                                                  ------------     ------------
Total assets                                      $  1,037,840     $    920,841
                                                  ============     ============
               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
   Short-term borrowings                          $     84,367     $     79,500
   Current portion of long-term debt                        --           75,000
   Current portion of obligations under
    capital leases                                      22,788           16,476
   Accounts payable, accrued expenses and
    other liabilities                                  560,159          439,977
                                                  ------------     ------------
Total current liabilities                              667,314          610,953
Long-term debt, net of current portion                 485,000               --
Obligations under capital leases                        92,805          102,586
                                                  ------------     ------------
Total liabilities                                    1,245,119          713,539
                                                  ------------     ------------
Commitments and contingencies                               --               --

Stockholders equity (deficiency)
   Preferred stock - $.001 par value, authorized
    10,000,000 shares; issued and outstanding -
    132,911 shares at December 31, 1998, and
    133,321 shares at June 30, 1998                        133              133
   Additional paid-in capital                          679,177          683,278
                                                  ------------     ------------
                                                       679,310          683,411
   Common stock - $.001 par value, authorized
    100,000,000 shares; issued and outstanding
    3,641,978 shares at December 31, 1998 and
    3,612,101 shares at June 30, 1998                    3,642            3,612
   Additional paid-in capital                       18,879,145       18,862,075
   Deficit                                         (19,769,376)     (19,341,796)
                                                  ------------     ------------
Total stockholders' equity (deficiency)               (207,279)         207,302
                                                  ------------     ------------
Total liabilities and stockholders'
 equity (deficiency)                              $  1,037,840     $    920,841
                                                  ============     ============

            See notes to condensed consolidated financial statements.

                                      (1)
<PAGE>
                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                      Three Months Ended         Six Months Ended
                                           December31,              December31
                                        1998        1997         1998        1997
                                        ----        ----         ----        ----
<S>                                  <C>         <C>          <C>         <C>
Operating revenue                    $  219,311  $   58,697   $  410,400  $  172,251
Cost of sales                           152,279      58,731      245,561     164,876
                                     ----------  ----------   ----------  ----------
Gross profit                             67,032         (34)     164,839       7,408
                                     ----------  ----------   ----------  ----------
Operating expenses
 Engineering and development costs       47,808      53,555       97,085     113,380
 Marketing expenses                     115,376      56,787      168,324     114,079
 General and administrative expenses    180,846     143,128      318,888     301,889
                                     ----------  ----------   ----------  ----------
Total operating expenses                344,030     253,470      584,297     529,348
                                     ----------  ----------   ----------  ----------
Loss before other income (expenses)    (238,273)   (253,504)    (419,458)   (521,940)
                                     ----------  ----------   ----------  ----------
Other income (expenses)
 Interest expense                       (17,074)    (26,225)     (29,420)    (29,590)
 Interest income                         10,527       7,008       21,298       7,212
 Forgiveness of accrued compensation         --     106,149           --     106,149
 Loss on sale of equipment                   --     (18,881)          --     (18,881)
 Gain on sale of product line                --          --           --     410,000
                                     ----------  ----------   ----------  ----------
                                         (6,547)     68,051       (8,122)    474,890
                                     ----------  ----------   ----------  ----------
Net income (loss)                    $ (244,820) $ (185,453)  $ (427,580) $  (47,050)
                                     ==========  ==========   ==========  ==========
Net income (loss) per share of
 common stock                        $     (.07) $     (.06)  $     (.12) $     (.02)
                                     ==========  ==========   ==========  ==========
Weighted average shares of common
 stock outstanding                    3,622,049   2,931,548    3,617,089   2,883,038
                                     ==========  ==========   ==========  ==========
</TABLE>

            See notes to condensed consolidated financial statements.

                                      (2)
<PAGE>
                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                 Six Months Ended December 31,
                                                     1998               1997
                                                     ----               ----
Cash flows from operating activities
 Net income (loss)                                 $(427,580)        $ (47,050)
 Total adjustments to reconcile net income
  (loss) to net cash used in operating activities    131,974          (389,744)
                                                   ---------         ---------
Net cash used in operating activities               (295,606)         (436,794)
                                                   ---------         ---------
Cash flows from investing activities
 Proceeds from payments on notes receivable           17,428
 Proceeds from sale of equipment                          --            10,000
 Purchase of furniture and equipment                 (58,800)          (10,200)
                                                   ---------         ---------
Net cash used in investing activities                (41,372)             (200)
                                                   ---------         ---------
Cash flows from financing activities
 Payment of obligations under capital lease           (3,469)
 Payment of debt obligations                         (75,000)          (25,000)
 Proceeds from issuance of debt net of deferred
  financing costs of $34,400                         450,600                --
 Repayment of short-term borrowing                   (15,133)               --
 Proceeds from secured promissory notes, net of
  financing costs of $14,175                              --           229,325
 Exercise of warrants to purchase common stock        10,000
 Sale of common stock, net of offering costs              --           135,000
                                                   ---------         ---------
Net cash provided by financing activities            356,998           349,325
                                                   ---------         ---------
Net increase (decrease) in cash                       20,020           (87,669)
Cash, beginning                                       15,910           109,566
                                                   ---------         ---------
Cash, ending                                       $  35,930         $  21,897
                                                   =========         =========
Supplemental disclosure of cash flow information:
 Cash paid during the period for interest          $  22,974                --
                                                   =========
 Issuance of common stock in connection with
   Consulting services                             $  13,000         $  21,250
                                                   =========         =========
   Compensation                                           --         $   2,750
                                                                     =========

Supplemental disclosure of non-cash investing and financing activities:

During the six months  ended  December  31,  1998,  163 shares of the  Company's
Common Stock were issued as a result of the conversion of 410 shares of Series C
Convertible Preferred Stock valued at $4,100.

            See notes to condensed consolidated financial statements.

                                      (3)
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED DECEMBER 31, 1998
                                   (UNAUDITED)

NOTE 1 BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

      The interim financial statements are prepared pursuant to the requirements
      for reporting on Form 10-QSB.  The June 30, 1998,  balance sheet data were
      derived  from  audited  financial  statements  but  does not  include  all
      disclosures  required by generally  accepted  accounting  principles.  The
      interim  financial   statements  and  notes  thereto  should  be  read  in
      conjunction  with the  financial  statements  and  notes  included  in the
      Company's  Annual Report on Form 10-KSB for the fiscal year ended June 30,
      1998.  In the  opinion of  management,  the interim  financial  statements
      reflect all adjustments of a normal  recurring nature necessary for a fair
      statement of the results for the interim  periods  presented.  The current
      period  results of operations  are not  necessarily  indicative of results
      which ultimately will be reported for the full year ending June 30, 1999.

NOTE 2 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

                                           December 31, 1998      June 30,1998
                                           -----------------      ------------
        Accounts payable                       $481,009             $370,633
        Accrued expenses
          Interest                               24,480               20,886
          Salaries                               47,342               43,587
        Payroll Taxes Payable                     7,328                4,871
                                               --------             --------
        Total                                  $560,159             $439,977
                                               ========             ========

NOTE 3 LONG-TERM DEBT

      Long-term debt consisted of the following:

                                               December 31, 1998   June 30, 1998
                                               -----------------   -------------
      12% secured debentures due July 31, 2001     $485,000(1)       $    --
      10% secured notes due in January
       and February 1998                                 --           75,000
                                                   --------          -------
                                                    485,000           75,000
           Less current portion                          --           75,000
                                                   --------          -------
           Long term portion                       $485,000          $    --
                                                   --------          -------

      (1)   Interest  is  calculated  at 12% per annum and is payable  yearly on
            July 31, beginning July 31, 1999. The Company borrowed  $475,000 net
            of financing costs of $34,400.  The Series A 12% Convertible Secured
            Debentures  include  warrants  to  purchase  485,000  shares  of the
            Company's  common  stock  at  $0.50  per  share.  The  warrants  are
            exercisable  through  January 15, 2001. The notes are secured by all
            the  assets  of the  Company,  except  for  the  Company's  accounts
            receivable and assets acquired pursuant to purchase-money  financing
            transactions.  The  notes  are  convertible  into one share for each
            $1.00 of outstanding debt and unpaid interest is also convertible to
            common  stock at the rate of one  share  for  each  $1.00 of  unpaid
            interest.

                                      (4)
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       SIX MONTHS ENDED DECEMBER 31, 1998
                                   (UNAUDITED)

NOTE 4  COMMITMENTS AND CONTINGENCIES

      On January 1, 1998,  the Company  relocated its offices and entered into a
      three year lease at a minimum rental of $44,950 per year.

      Effective  January 24, 1997, the Company vacated its studio and production
      facilities  in  Philadelphia,  Pennsylvania.  There are  several  disputed
      invoices  outstanding  that  amount to less than  $2,000  that  management
      expects to resolve in its favor.

      On March 12, 1997,  Douglas J. Wright filed a lawsuit in the United States
      District Court, Eastern District of Pennsylvania, against the Company. Mr.
      Wright is a former officer and employee of the Company.  In the complaint,
      Mr.  Wright  alleges  that he was  damaged  by the  Company's  refusal  to
      register  warrants to purchase  stock in the Company.  Mr. Wright  alleges
      damages in the amount of $1,549,375,  representing the alleged  difference
      between the market price of the Company's  stock and Mr. Wright's costs of
      exercising  the  warrants.  Mr. Wright  alternatively  seeks an injunction
      against the Company  "from  withdrawing  or  completing  its  registration
      statement without including the stock of the plaintiff." The Company moved
      to dismiss the compliant for improper  venue,  or in the  alternative,  to
      transfer to United States District Court,  District of Arizona.  The court
      granted the Company's  motion to transfer.  On July 17, 1997,  the Company
      filed its answer,  affirmative  defenses and counterclaim.  Mr. Wright did
      not answer the  counterclaim  in a timely  fashion and the court entered a
      default  judgement  against Mr. Wright on the counterclaim on September 9,
      1997. The Company is seeking summary  judgement against Mr. Wright on this
      claim.

      In July 1996, the Company filed a complaint in the United States  District
      Court for the Eastern District of Pennsylvania  (No.  96-CV-5259)  against
      Dimensional  Graphic  Sales,  Inc.  ("DGS").  In the complaint the Company
      alleges  that it  delivered  an order  to DGS and  properly  invoiced  DGS
      pursuant to a sales and  marketing  agreement.  DGS  attempted  to pay the
      invoice  in full by  tendering  a check for an  amount  less than the full
      amount of the invoice and placing a restrictive  endorsement  on the check
      which purported to constitute payment in full for the invoice. The Company
      crossed out the restrictive endorsement and attempted to deposit the check
      only to  subsequently  learn that DGS had stopped payment on the check. In
      its  complaint  the  Company is seeking  $213,522  the full  amount of the
      invoice  together with  interest  costs and such other relief as the court
      deems just and proper. DGS filed a counterclaim against the Company for an
      unspecified  amount in  excess  of  $100,000.  The  matter  has moved to a
      deferred status while the parties engage in settlement negotiation.

      There are no other legal  proceedings which the Company believes will have
      a material adverse effect on its financial position.

      The  Company  has not  declared  dividends  on  Series A or B  Convertible
      Preferred Stock. The cumulative  dividends in arrears through December 31,
      1998 was approximately $78,300.

NOTE 5 COMMON STOCK

      As of December 31, 1998,  there are  outstanding  3,950,819 of  non-public
      warrants to purchase the  Company's  common  stock at prices  ranging from
      $0.50 to $12.50 with a weighted average price of $0.86 per share.

                                      (5)
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       SIX MONTHS ENDED DECEMBER 31, 1998
                                   (UNAUDITED)

      As of December 31, 1998,  there were 132,911 shares of various  classes of
      Convertible  Preferred Stock  outstanding which can be converted to 98,764
      shares of common stock.

      As of December 31, 1998,  there were $485,000 of secured  debentures which
      can be converted into 485,000 shares of the Company's common stock.

      The total number of shares of the  Company's  common stock that would have
      been  issuable  upon  conversion  of the  outstanding  debt,  warrants and
      preferred  stock  equaled  4,534,583  shares as of December 31, 1998,  and
      would be in addition to the 3,641,978  shares of common stock  outstanding
      as of December 31, 1998.

      The Company  issued on September 10, 1998,  127 shares of its common stock
      as a  result  of a  conversion  of 318  shares  of  Series  C  convertible
      Preferred Stock.

      The Company  issued on December 29, 1998, 36 shares of its common stock as
      a result of a conversion  of 92 shares of Series C  convertible  Preferred
      Stock.

      In November  and December  1998 the Company  issued  29,714  shares of its
      common stock to two consultants to the Company.

NOTE 6 PREFERRED STOCK

      The Company has authorized  10,000,000 shares of $.001 par value per share
      Preferred Stock, of which the following were issued and outstanding:

                                                      Outstanding
                                            ----------------------------------
                                Allocated   December 31, 1998    June 30, 1998
                                ---------   -----------------    -------------
           Series A Preferred     100,000        23,000              23,000
           Series B Preferred     200,000         5,000               5,000
           Series C Preferred   1,000,000        18,271              18,681
           Series P Preferred     600,000        86,640              86,640
                                ---------       -------             -------

        Total Preferred Stock   1,950,000       132,911             133,321
                                =========       =======             =======

      The  Company's   Series  A  Convertible  5%  Preferred  Stock  ("Series  A
      Preferred"),  100,000 shares authorized,  is convertible into common stock
      at the rate of 1.6  shares of common  stock for each share of the Series A
      Preferred.  Dividends  from  date  of  issue  are  payable  from  retained
      earnings,  and have been  accumulated  on June 30 each year,  but have not
      been declared or paid.

      The  Company's   Series  B  Convertible  8%  Preferred  Stock  ("Series  B
      Preferred"),  is  convertible  at the rate of 4 shares of common stock for
      each share of Series B Preferred. Dividends from date of issue are payable
      on June 30 from retained earnings at the rate of 8% per annum and have not
      been declared or paid.

      The Company's Series C Convertible Preferred Stock ("Series C Preferred"),
      is convertible at a rate of 0.4 shares of common stock per share of Series
      C Preferred.

                                      (6)
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       SIX MONTHS ENDED DECEMBER 31, 1998
                                   (UNAUDITED)

      The Company's Series P Convertible Preferred Stock ("Series P Preferred"),
      is  convertible  at a rate of 0.4 shares of common stock for each share of
      Series P Preferred.

      The Company's  Series A Preferred  and Series B Preferred  were issued for
      the purpose of raising  operating funds. The Series C Preferred was issued
      to certain  holders of the  Company's 10% Secured Notes in lieu of accrued
      interest and also will be held for future investment purposes.

      The  Series P  Preferred  was issued on  September  12,  1995,  to InfoPak
      shareholders in exchange for (1) all of the  outstanding  capital stock of
      InfoPak,  (2) as signing bonuses for certain employees and a consultant of
      InfoPak,  and (3) to satisfy  InfoPak's  outstanding  debt  obligations to
      certain shareholders.

      The  190,700  shares of Series B  Preferred  were  issued  to  holders  of
      warrants to purchase such preferred stock. The funding for the exercise of
      these  warrants was the  exchange of  $1,907,000  of  principal  amount of
      secured and unsecured notes. On December 3, 1996, 185,700 shares of Series
      B Preferred  were  exchanged for 891,360  shares of the  Company's  common
      stock.

      The 26,275  shares of Series C Preferred  were also issued in exchange for
      $262,750 of interest due under the secured and unsecured notes. Holders of
      8,004 shares of Series C Preferred Stock have subsequently converted their
      shares into the Company's common stock.

NOTE 7 INCOME TAXES

      There was no provision  for current  income taxes for the six months ended
      December 31, 1998 and 1997.  The federal net operating loss carry forwards
      of approximately $16,539,000 expire in varying amounts through 2018.

      The  Company  has had  numerous  transactions  in its common  stock.  Such
      transactions may have resulted in a change in the Company's ownership,  as
      defined in the Internal  Revenue Code Section 382.  Such change may result
      in an annual  limitation  on the amount of the  Company's  taxable  income
      which  may be offset  with its net  operating  loss  carry  forwards.  The
      Company  has not  evaluated  the impact of  Section  382,  if any,  on its
      ability to utilize its net operating loss carry forwards in future years.

NOTE 8 EVENTS SUBSEQUENT TO DECEMBER 31, 1998

      On  January  25,  1999,  the  Company  received  $50,000,  less  $5,000 in
      commission,  in exchange  for a 12%  Convertible  Secured  Debenture.  The
      Debenture is due and payable in full on July 25, 1999, but can be extended
      until  October 25,  1999,  at an interest  rate of 15%.  The  Debenture is
      convertible  into shares of the Company's  common stock at the rate of one
      share of common stock for every dollar converted.

                                      (7)
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997

LIQUIDITY AND CAPITAL RESOURCES

As of  December  31,  1998,  the  Company had a working  capital  deficiency  of
$161,400,  compared with a working capital deficiency of $235,920 as of December
31,  1997.  On  October 6,  1998,  the  Company  received  additional  long-term
financing  of  $10,000  in the  form of its  Series  A 12%  Convertible  Secured
Debentures.

The Company  requires  additional  working capital and anticipates  raising this
capital  through  either a private  placement of preferred  stock or through the
issuance of debentures.  There can be no assurances  that the Company can obtain
funds from either of these sources.  The Company has been financing its accounts
receivable to meet its immediate cash needs.

RESULTS OF OPERATIONS

The net loss for the quarter ended December 31, 1998, was $244,820 compared to a
net loss of $185,453 for the quarter ended  December 31, 1997. The quarter ended
December 31,  1997,  would have  resulted in a net loss of $291,602  without the
forgiveness of accrued  compensation by certain officers of the Company totaling
$106,149.  The loss before  other  income and  expenses  for the  quarter  ended
December  31,  1998,  was  $238,273  compared to a loss before  other income and
expenses for the quarter ended December 31, 1997, of $253,504.

Revenue for the quarter  ended  December  31,  1998,  was  $219,311  compared to
revenue of $58,697 for the quarter  ended  December  31,  1997.  The increase in
revenue was the result of  substantial  increases in the sales of the  Company's
print  products.  For the quarter ended December 31, 1998, the Company  recorded
sales totaling  approximately $176,000 of its DV3D(R) AnimotionTM print products
compared to sales of  approximately  $28,000 for the quarter ended  December 31,
1997.

In December 1998 the Company signed a Letter of Intent with 3D Image Technology,
Inc., Norcross,  Georgia, to complete a consolidation of the two companies under
a single  holding  company.  The two  companies  had entered  into a  beneficial
strategic  marketing  alliance which led the management of both companies to the
conclusion that a  consolidation  was in the best interest of both companies and
would  strengthen both  enterprises and enhance  shareholder  value. The plan of
consolidation,  which  has been  approved  by the  Boards of  Directors  of both
companies, must be submitted for appropriate shareholder approval.

                                      (8)
<PAGE>
SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997

LIQUIDITY AND CAPITAL RESOURCES

In July 1998 the Company paid off $75,000 of debt that was secured by all of the
assets of the  corporation.  During the six months ended  December 31, 1998, the
Company raised  $485,000  through the placement of its Series A 12%  Convertible
Secured Debentures (see Note 3). Additionally, approximately $84,000 of accounts
receivable have been factored to meet short term cash needs.

The Company is focusing most of its resources and efforts towards  marketing its
print products.  Therefore,  it has offered its subsidiary,  InfoPak,  Inc., for
sale.  The  Company  needs  additional  funding  in  order to  maintain  current
operations.  The Company is not to the point of generating  sufficient  revenues
from  operations to cover its cost structure and has been funding its operations
by selling its securities in private placements,  short-term borrowing, and sale
of its products.

RESULTS OF OPERATIONS

The net loss for the six months ended December 31, 1998,  was $427,580  compared
to a net loss of $47,050 for the six months ended  December  31,  1997.  The six
months ended  December 31, 1997,  would have  resulted in a net loss of $557,199
without  the  forgiveness  of accrued  compensation  by certain  officers of the
Company  totaling  $106,149  and  without  the sale of the  InfoPak  Real Estate
Product Line  totaling  $410,000.  The loss before other income and expenses for
the six months ended December 31, 1998,  was $419,458  compared to a loss before
other  income and  expenses  for the six months  ended  December  31,  1997,  of
$521,941.

Revenue for the six months ended December 31, 1998,  was $410,400  compared to a
revenue of $172,251  for the six months ended  December  31,  1997.  For the six
months  ended   December  31,  1998,   the  Company   recorded   sales  totaling
approximately  $303,000 0f its DV3D(R)  AnimotionTM  print products  compared to
sales of  approximately  $52,000 for the six months ended December 31, 1997. The
Company  believes  that the  increase  in  revenue  was the  result  of  focused
marketing  efforts,  expedited product delivery,  exacting quality standards and
increased customer service.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

      1. The following Exhibits are filed herein:   27.0 Financial Data Schedule

      2. Reports on Form 8-K filed:                 None

                                   SIGNATURES

         In accordance with the Exchange Act, the registrant  caused this report
to be signed on its behalf by the undersigned, duly authorized.

                                      DIMENSIONAL VISIONS INCORPORATED

DATED: February 5, 1999               By: /s/ John D. McPhilimy
                                         --------------------------------------
                                         John D. McPhilimy, Chairman, President
                                         and Chief Executive Officer

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