<PAGE>

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

                                   FORM 10-K/A
                                     (No. 1)

(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
                    ----------------------------------------
                                (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.|_|

                  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.

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This amendment to the Company's Form 10-K is being filed to include Exhibit
10.22, Subscription Agreement, dated April 15, 1999; Form of 14% Convertible
Debentures due April 15, 2002.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) and
        (d)1. Financial Statements

(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")).

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

                                       2
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                         Preferred Stock of the Company, pursuant to the
                         adoption of the Shareholders' Rights Plan.

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, on 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).

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
                         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

                                       3
<PAGE>

                         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
                         S-8 (File No. 333-51697).

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.

10.22+                   Subscription Agreement, dated April 15, 1999; Form of
                         14% Convertible Debentures due April 15, 2002.

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).

23                       Consent 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.

+    Incorporated by reference to Exhibits 4.1 and 4.2 to the Form 8-K dated
     April 15, 1999.

                                       4
<PAGE>

                                  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.

   CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

   By:      /s/ Darby S. Macfarlane                    Date: April 28, 1999
            ----------------------------------------
            Darby S. Macfarlane,
            Chief Executive Officer


   By:      /s/ Leslie Foglesong                       Date: April 28, 1999
            ----------------------------------------
            Leslie Foglesong,
            Treasurer
            (Chief Financial and Accounting Officer)

                                       5
<PAGE>

Exhibit Index

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")).

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.

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, on 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).

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).

                                       6
<PAGE>

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
                         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 S-8
                         (File No. 333-51697).

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.

10.22+                   Subscription Agreement, dated April 15, 1999; Form of
                         14% Convertible Debentures due April 15, 2002.

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).

                                       7
<PAGE>

23                       Consent 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.

+    Incorporated by reference to Exhibits 4.1 and 4.2 to the Form 8-K dated
     April 15, 1999.

                                       8