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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A-2

                                   (Mark One)
  /X/ Annual report under Section 13 or 15(d) of the Securities Exchange Act of
                                      1934

                   For the fiscal year ended December 31, 1998


 /_/ Transition report under Section 13 or 15(d) of the Securities Exchange Act
                                     of 1934

   For the transition period from ____________________ to ____________________


                         Commission file number 0-21168

                  CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           NEW YORK                                   13-3253392
-------------------------------                   ----------------------
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                    Identification Number)

5 East 80th Street, New York, New York                    10021
--------------------------------------                    -----
(Address of Principal Executive Offices)               (Zip Code)


                                 (212) 717-6544
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:


                    Common Stock, par value $0.001 per share
                    ----------------------------------------

     Purchase Rights for Class B Series 1 Preferred Stock, par value $0.001
     ----------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant: (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


Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.|_|



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As of April 13, 1999, 15,477,471 shares of Common Stock, par value $0.001 per
share (the "Common Stock") of the registrant were outstanding and the aggregate
market value of the voting stock (computed based on the average of the last bid
and asked price on such date) held by non-affiliates was approximately
$77,138,355.


                                EXPLANATORY NOTE

This amendment is being filed to include Exhibit 10.23, License Agreement, dated
September 1, 1998, between the Company and Nordstrom., Inc., and Exhibit 10.24,
Agreement, dated December 13, 1996, between the Company and Gordon Laboratories,
Inc., which were omitted from the Company's Annual Report on Form 10-K/A filed
with the Securities and Exchange Commission on November 12, 1999.


                                     PART IV

        Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

        (a) and (d)1.       Financial Statements

              The following Financial Statements of the Company are
                   included in Part II, Item 8 of this report:

                          Independent Auditors' Reports

         Consolidated Balance Sheets as of December 31, 1998 and 1997

         Consolidated Statements of Operations for the years ended December 31,
         1998, 1997 and 1996

         Consolidated Statements of Changes in Stockholders' Equity for the
         years ended December 31, 1998, 1997 and 1996

         Consolidated Statements of Cash Flows for the years ended December 31,
         1998, 1997 and 1996

         Notes to Consolidated Financial Statements

         (a) and (d)2.   Financial Statements Schedules

         All schedules have been omitted because they are not applicable, are
         not required or because the required information is included in the
         Financial Statements or notes thereto.

         (b)        Reports on Form 8-K:

         Form 8-K**, dated November 12, 1998, announcing that the Company
         executed a manufacturing agreement under which the manufacturer is the
         exclusive manufacturer/assembler and packager of the two models of the
         Company's instrument.

         (c)        The following exhibits are included in this report:

                   Number                 Description of Document

                    3.1       Restated Articles of Incorporation of the Company
                              (incorporated by reference to Exhibit 3.1 to the
                              Company's Registration Statement on Form S-1 (File
                              No. 33-54256), filed on November 5, 1992, as
                              amended (the "Registration Statement")).


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                    3.1.1     Certificate of Amendment to the Certificate of
                              Incorporation of the Company regarding the change
                              of the Company's name (incorporated by reference
                              to Exhibit 3.1.1 to the Registration Statement).

                    3.1.2     Certificate of Amendment to the Certificate of
                              Incorporation of the Company increasing the
                              authorized number of shares of Common Stock and
                              increasing the authorized number of shares of
                              Preferred Stock (incorporated by reference to
                              Exhibit 3.1.2 to the Company's Annual Report on
                              Form 10-KSB for the fiscal year ended December 31,
                              1996).

                    3.1.3     Certificate of Amendment to the Certificate of
                              Incorporation of the Company dated February 13,
                              1998 effecting the three-for-two Stock Split and
                              certain changes to the Class A Convertible
                              Preferred Stock (incorporated by reference to
                              Exhibit 3.1.3 to the Company's Annual Report on
                              Form 10-K for the fiscal year ended December 31,
                              1997).

                    3.14      Certificate of Amendment to the Certificate of
                              Incorporation of the Company dated January 8, 1999
                              to fix the relative rights, preferences and
                              limitations with respect to the Class B Preferred
                              Stock of the Company, pursuant to the adoption of
                              the Shareholders' Rights Plan (incorporated by
                              reference as Exhibit 1 to the Form 8-A dated
                              January 5, 1999).

                    3.2       By-Laws of the Company (incorporated by reference
                              to Exhibit 3.2 to the Registration Statement).

                    4.1       Specimen form of the Common Stock Certificate
                              (incorporated by reference to Exhibit 4.1 to the
                              Registration Statement).

                    4.2       Shareholders' Rights Plan, adopted by the Company
                              on December 31, 1998 (incorporated by reference as
                              Exhibit 1 to the Form 8-A dated January 5, 1999).

                    9.1       Voting Proxy dated December 13, 1995, of David
                              Kenneth Macfarlane to Darby Simpson Macfarlane
                              (incorporated by reference to Exhibit 2 to
                              Schedule 13D of Darby Macfarlane and Ken
                              Macfarlane dated February 12, 1996).

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                   Number                 Description of Document

                    9.2       Voting Trust Agreement dated December 13, 1995,
                              between David Kenneth Macfarlane and Darby Simpson
                              Macfarlane (incorporated by reference to Exhibit 3
                              to Schedule 13D of Darby Macfarlane and Ken
                              Macfarlane dated February 12, 1996).

                    10.1*     Form of Employment Agreement between the Company
                              and Darby Simpson Macfarlane (incorporated by
                              reference to Exhibit 10.1 to the Registration
                              Statement).

                    10.2*     Form of Employment Agreement between the Company
                              and David Kenneth Macfarlane (incorporated by
                              reference to Exhibit 10.2 to the Registration
                              Statement).

                    10.3*     Consulting Agreement, dated February 25, 1992,
                              between the Company and Dr. Fred W. Billmeyer, Jr.
                              (incorporated by reference to Exhibit 10.4 to the
                              Registration Statement).

                    10.4      Form of Indemnity Agreement between the Company
                              and its directors and officers (incorporated by
                              reference to Exhibit 10.6 to the Registration
                              Statement).

                    10.5      Know-How Agreement, dated September 3, 1992,
                              between the Company, Darby Simpson Macfarlane and
                              David Kenneth Macfarlane (incorporated by
                              reference to Exhibit 10.12 to the Registration
                              Statement).

                    10.6      Assignment, dated September 3, 1992 from Darby
                              Simpson Macfarlane to the Company regarding
                              Intellectual Property (incorporated by reference
                              to Exhibit 10.13 to the Registration Statement).

                    10.7**    Agreement, dated April 16, 1992, between the
                              Company and IMS Cosmetics, Inc. (incorporated by
                              reference to Exhibit 10.14 to the Registration
                              Statement).

                    10.8      U.S. Patent No. 4,909,632 relating to Method for
                              Selecting Personal Compatible Colors (incorporated
                              by reference to Exhibit 10.17 to the Company's
                              Annual Report on Form 10-KSB for the fiscal year
                              ended December 31, 1994).

                    10.9      U.S. Patent No. 5,311,293 relating to Method and
                              Instrument for Selecting Personal Compatible
                              Colors (incorporated by reference to Exhibit 10.18
                              to the Company's Annual Report on Form 10-KSB for
                              the fiscal year ended December 31, 1994).

                    10.10     U.S. Patent No. 5,313,267 relating to Method and
                              Instrument for Selecting Personal Compatible
                              Colors (incorporated by reference to Exhibit 10.19
                              to the Company's Annual Report on Form 10-KSB for
                              the fiscal year ended December 31, 1994).

                    10.11     The Australian Patent relating to Method of
                              Selecting


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                               Personal Compatible Color (incorporated by
                               reference to Exhibit 10.20 to the Company's
                               Annual Report on Form 10-KSB for the fiscal year
                               ended December 31, 1994).

                    10.12     European Community Patent No. 0446512 relating to
                              Method for Selecting Personal Compatible Colors
                              (incorporated by reference to Exhibit 10.21 to the
                              Company's Annual Report on Form 10-KSB for the
                              fiscal year ended December 31, 1994).

                    10.13     U.S. Patent No. 5,671,735 relating to Method and
                              Apparatus for Detecting and Measuring Conditions
                              Affecting Color (incorporated by reference to
                              Exhibit 10.13 to the Amendment to the Company's
                              Annual Report on Form 10-K for the fiscal year
                              ended December 31, 1998).

                    10.14     Assignment, dated October 30, 1992, between Darby
                              Simpson Macfarlane and the Company relating to the
                              Avon litigation (incorporated by reference to
                              Exhibit 10.19 to the Registration Statement).

                    10.15     Know-How Assignment, dated October 30, 1992, from
                              Pink & Peach Computer Corp. to the Company
                              (incorporated by reference to Exhibit 10.20 to the
                              Registration Statement).

                    10.16     1992 Stock Option Plan (incorporated by reference
                              to Exhibit 10.1 to the Registration Statement on
                              Form 8-A (File No. 333-51697).




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                    Number                 Description of Document

                    10.17     Consulting Agreement dated January 6, 1995,
                              between the Company and Janssen-Meyers Associates,
                              L.P. (incorporated by reference to Exhibit 10.27
                              to the Company's Annual Report on Form 10-KSB for
                              the fiscal year ended December 31, 1994).

                    10.18     Warrant Agreement dated January 6, 1995, between
                              the Company and Janssen-Meyers Associates, L.P.
                              (incorporated by reference to Exhibit 10.28 to the
                              Company's Annual Report on Form 10-KSB for the
                              fiscal year ended December 31, 1994).

                    10.19     Warrant Agreement dated March 13, 1995, between
                              the Company and Janssen-Meyers Associates, L.P.
                              (incorporated by reference to Exhibit 10.29 to the
                              Company's Annual Report on Form 10-KSB for the
                              fiscal year ended December 31, 1994).

                    10.20**   Manufacturing Agreement, dated November 3, 1998,
                              between the Company and a third party manufacturer
                              (incorporated by reference as Exhibit 10.1 to the
                              Form 8-K dated November 12, 1998).

                    10.21     Rights Agreement, dated January 11, 1999, between
                              the Company and Continental Stock Transfer & Trust
                              Company (incorporated by reference as Exhibit 1 to
                              the Form 8-A dated January 5, 1999).

                    10.22     Subscription Agreement, dated April 15, 1999; Form
                              of 14% Convertible Debentures Due April 15, 2002
                              (to be filed supplementally).

                    10.23+    License Agreement, dated September 1, 1998,
                              between the Company and Nordstrom., Inc.

                    10.24+    Agreement, dated December 13, 1996, between the
                              Company and Gordon Laboratories, Inc.

                    18.1      Letter, dated April 21, 1998, from Wiss & Company,
                              LLP informing the Company that it would not stand
                              for re-election as the Company's principal
                              accountants (incorporated by reference as Exhibit
                              16 to the Form 8-K dated April 24, 1998).

                    18.2      Press Release, dated May 1, 1998, announcing that
                              the Company engaged BDO Seidman LLP as the
                              principal accountants for the Company
                              (incorporated by reference as Exhibit 99 to the
                              Form 8-K dated May 5, 1998).

                    21        Subsidiaries of the Company (incorporated by
                              reference to Exhibit 21 to the Company's Post
                              Effective Amendment No. 1 on Form SB-1 to the
                              Registration Statement filed on January 11, 1994).





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                    23        Consents of Independent Auditors.

                    27        Financial Data Schedule

                    *         Management contract or compensatory plan or
                              arrangement required to be filed as an exhibit.
                    **        Confidential treatment has been requested with
                              respect to certain information contained in this
                              agreement.
                    +         Filed herewith.


                                   SIGNATURES

          In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


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              CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
              By:       /s/ Darby S. Macfarlane                                         Date:  November 15, 1999
                        -----------------------

              Darby S. Macfarlane,
              Chief Executive Officer

              By:       /s/ Leslie Foglesong                                            Date:  November 15, 1999
                        --------------------

               Leslie Foglesong,
               Treasurer
               (Chief Financial and Accounting Officer)

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

              By:       /s/ Darby S. Macfarlane                                          Date:  November 15, 1999
                        -----------------------
                        Darby S. Macfarlane,
                        CEO; Chairman of the Board;
                        Assistant Treasurer; Director

              By:       /s/ David K. Macfarlane                                          Date:  November 15, 1999
                        -----------------------
                        David K. Macfarlane,
                        Vice President, Research & Development;
                        Director

              By:       /s/ Leslie Foglesong                                             Date:  November 15, 1999
                        --------------------
                        Leslie Foglesong,
                        Secretary; Treasurer; Director


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              By:       /s/ Edmund Vimond                                                Date:  November 15, 1999
                        -----------------

                        Edmund Vimond,
                        Director

              By:       /s/ Edward Mahoney                                               Date:  November 15, 1999
                        ------------------

                        Edward Mahoney,
                        Director
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