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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
                                  
                               FORM 10-K/A     
                                
                             AMENDMENT NO. 1     
 
                               ----------------
 
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
   ACT OF 1934 [NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996]
 
                   FOR THE FISCAL YEAR ENDED MARCH 31, 1998
                                      OR
 
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
   EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
                  FOR THE TRANSITION PERIOD FROM      TO
                         COMMISSION FILE NUMBER 0-20287
 
                               ----------------
                             NU-KOTE HOLDING, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                                       16-1296153
              DELAWARE                              (I.R.S. EMPLOYER-
   (STATE OR OTHER JURISDICTION OF                 IDENTIFICATION NO.) 
   INCORPORATION OR ORGANIZATION)
                                                                  
    200 BEASLEY DRIVE, FRANKLIN,                          37064   
              TENNESSEE                                (ZIP CODE) 
   (ADDRESS OF PRINCIPAL EXECUTIVE
              OFFICES)
 
      Registrant's telephone number, including area code: (615) 794-9000
 
 
                               ----------------
 
       Securities registered pursuant to Section 12(b) of the Act: NONE
 
          Securities registered pursuant to Section 12(g) of the Act:
 
                     CLASS A COMMON STOCK, $0.01 PAR VALUE
 
                        PREFERRED SHARE PURCHASE RIGHTS
 
                               (Title of Class)
 
                               ----------------
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 pursuant 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 June 22, 1998, there were 21,775,302 shares of Class A Common Stock
outstanding (with one Preferred Share Right attached to each) and the
aggregate market value of the voting stock held by non-affiliates of the
registrant was $5,002,962. Solely for purposes of computing the aggregate
market value of the Class A Common Stock, the share ownership of all directors
and executive officers, and their family members, and of all persons holding
more that 10% of the Registrant's outstanding shares has been excluded.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
  None.
 
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  The registrant hereby amends Item 14 of its Annual Report on Form 10-K for
the fiscal year ended March 31, 1998, as set forth on the pages attached
hereto.     
<PAGE>
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULE, AND REPORTS ON FORM 8-K
 
  (a)(1) Reference is made to the Index to Consolidated Financial Statements
       appearing at page F-1 of this report.
     (2)Reference is made to the Index to Financial Statement Schedules
   appearing at page S-1 of this report.
     (3)Exhibits.
 
<TABLE>   
<CAPTION>
 EXHIBIT                                                             SEQUENTIAL
   NO.                          DESCRIPTION                           PAGE NO.
 -------                        -----------                          ----------
 <C>     <S>                                                         <C>
  3.1    --Amended and Restated Certificate of Incorporation of
          Nu-kote Holding, Inc. ("Holding") (incorporated herein
          by reference to Exhibit 3(a) of Amendment No. 1, as
          filed with the Commission on August 24, 1992 ("Amendment
          No. 1") to Holding's Registration Statement on Form S-1
          (File No. 33-481012); as filed with the Commission on
          May 22, 1992 ("Holding's 1992 Form S-1")).
  3.2    --Certificate of Amendment to Amended and Restated
          Certificate of Incorporation, dated August 4, 1994
          (incorporated herein by reference to Exhibit 3(a) to
          Holding's Annual Report on Form 10-K for the year ended
          March 31, 1995 (File No. 0-20287) ("Holding's 1995 Form
          10-K")).
  3.3    --Certificate of Designations of Holding, dated May 19,
          1994 (incorporated herein by reference to Exhibit 3.1(b)
          to Holding's 1995 Form 10-K).
  3.4    --Certificate of Increase of Holding, dated February 10,
          1995 (incorporated herein by reference to Exhibit 3.1(c)
          to Holding's 1995 Form 10-K).
  3.5    --By-Laws of Holding (incorporated herein by reference to
          Exhibit 3.2 to Holding's 1995 Form 10-K).
  4.1    --Form of Stock Certificate for Class B Common Stock, par
          value $.01 per share (incorporated herein by reference
          to Exhibit 4(d) to Amendment No. 2 to Holding's 1992
          Form S-1).
  4.2    --Rights Agreement, dated as of May 19, 1994 between
          Holding and Chemical Bank (incorporated herein by
          reference to Exhibit 1 of Holding's Form 8-A, as filed
          with the Commission on May 20, 1994).
  4.3    --Amendment No. 1 to Rights Agreement, dated as of
          November 15, 1994, between Holding and Chemical Bank
          (incorporated herein by reference to Exhibit 2 of
          Holding's Form
          8-A/A, as filed with the Commission on February 24,
          1995).
  4.4    --Registration Rights Agreement, dated as of February 24,
          1995, between Holding, Pelikan, Pelikan, Inc.,
          Caribonum, Limited, Pelikan GmbH and Pelikan
          International Handelsgesellschaft mbH & Co, KG
          (Hannover) (incorporated herein by reference to Exhibit
          E to Annex A to Holding's Definitive Proxy Statement, as
          filed with the Commission on February 10, 1995
          ("Holding's 1995 Proxy Statement").
 10.1    --Second Amended an Restated Credit Agreement dated as of
          July 31, 1997 by and among Nu-kote International, Inc.
          as borrower, Nu-kote Holding, Inc. as Guarantor, the
          lenders listed on the signature page thereto as Lenders,
          and NationsBank of Texas, N.A. as Administrative Agent
          and Collateral Agent (incorporated herein by reference
          to Exhibit 10.1 of Holding's June 1997 10-Q).
 10.2    --(Pounds)6,275,000--Third Amended and Restated Revolving
          Credit Agreement dated July 31, 1997 between Pelikan
          Scotland Limited as borrower, Barclays Bank PLC as
          Agent, NationsBank of Texas, N.A. as Collateral Agent
          and NationsBank of Texas, N.A. as Documentation Agent
          and Others (incorporated herein by reference to Exhibit
          10.2 of Holding's June 1997 10-Q).
</TABLE>    
 
                                       33
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<TABLE>   
<CAPTION>
 EXHIBIT                                                             SEQUENTIAL
   NO.                          DESCRIPTION                           PAGE NO.
 -------                        -----------                          ----------
 <C>     <S>                                                         <C>
 10.3    --Patent Assignment and License Agreement dated as of
          January 16, 1987, between Unisys and NKI (incorporated
          herein by reference to Exhibit 10(c) of Holding's 1992
          Form S-1).
 10.4    --CHF50,000,000--Third Amended and Restated Revolving
          Credit Agreement dated July 31, 1997 between Pelikan
          Produktions AG and Pelikan Hardcopy (International) AG
          as borrower, Barclay Bank PLC as Agent, NationsBank of
          Texas, N.A. as Collateral Agent and NationsBank of
          Texas, N.A. as Documentation Agent and Others
          (incorporated herein by reference to Exhibit 10.3 of
          Holding's June 1997 10-Q).
 10.5    --Trademark and Service Mark Assignment, dated as of
          January 16, 1987, between Unisys and NKI (incorporated
          herein by reference to Exhibit 10(d) of Holding's 1992
          Form S-1).
 10.6    --Warrant Agreement between Nu-kote Holding, Inc. and the
          Warrantholders on the signature page thereof, dated as
          of July 31, 1997 (incorporated herein by reference to
          Exhibit 10.4 of Holding's June 1997 10-Q).
 10.7    --Registration Rights Agreement dated as of July 31, 1997
          by and among Nu-kote Holding, Inc. and the
          Warrantholders listed on the signature page thereto
          (incorporated herein by reference to Exhibit 10.5 of
          Holding's June 1997 10-Q).
 10.8    --IBM Cross License, dated as of April 8, 1988, between
          International Business Machines Corporation and NKI
          (incorporated herein by reference to Exhibit 10(rrr) of
          Holding's 1992 Form S-1).
 10.9    --Technical Information and License Agreements, dated as
          of June 23, 1987, between NKI and each of Interfas S.A.
          and N-K International Limited (incorporated herein by
          reference to Exhibit 10(sss) of Holding's 1992 Form 
          S-1).
 10.10   --Stock Purchase Agreement, dated as of February 24,
          1992, between NKI , Robert W. Blair and John Ridenour
          (incorporated herein by reference to Exhibit 10(uuu) of
          Holding's 1992 Form S-1).
 10.11   --Escrow Agreement, dated February 24, 1992, among NKI,
          Robert W. Blair, John Ridenour and the Manufacturers
          Hanover Trust Company, as Escrow Agent (incorporated
          herein by reference to Exhibit 10(xxx) of Holding's 1992
          Form S-1).
 10.12   --Indemnification Agreement, dated as of May 18, 1992,
          among NKI, Holding, Clayton, Dubilier & Rice, Inc., Fund
          II and Clayton & Dubilier Associates II Limited
          Partnership, a Connecticut limited partnership
          (incorporated herein by reference to Exhibit 10(dddd) of
          Holding's 1992 Form S-1).
 10.13   --Nu-kote International, Inc. Retirement Income Plan
          (incorporated herein by reference to Exhibit 10(eeee) of
          Holding's 1992 Form S-1).
 10.14   --Nu-kote Holding, Inc. Stock Option Plan (incorporated
          herein by reference to Exhibit 10(ffff) of Holding's
          1992 Form S-1).
 10.15   --Nu-kote International, Inc. Employee Savings Plan
          (incorporated herein by reference to Exhibit 10(iiii) of
          Holding's 1992 Form S-1).
 10.16   --Management Stock Option Agreement, between Holding and
          each of the grantees named on the schedule attached
          thereto (incorporated herein by reference to Exhibit
          10.34 to Holding's Registration Statement on Form S-1
          (File No. 33-61668), as filed with the Commission on
          April 26, 1993) ("Holding's 1993 Form S-1").
 10.17   --Lease, dated as of February 18, 1993, between Frank
          DiMino, as Lessor and NKI, as Lessee, (incorporated
          herein by reference to Exhibit 10.56 to Amendment No. 1,
          as filed with the Commission on May 18, 1993 ("Amendment
          No. 1"), to Holding's 1993 Form S-1).
</TABLE>    
 
                                       34
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<TABLE>
<CAPTION>
 EXHIBIT                                                             SEQUENTIAL
   NO.                          DESCRIPTION                           PAGE NO.
 -------                        -----------                          ----------
 <C>     <S>                                                         <C>
 10.18   --Management Stock Option Agreement, dated as of June 16,
          1993, between Holding and each of the persons named on
          the schedule attached hereto (incorporated herein by
          reference to Exhibit 3.2 to Holding's Annual Report on
          Form 10-K for the year ended March 31, 1993 (File No. 
          0-20287)).
 10.19   --Asset and Stock Purchase Agreement, dated as of
          November 15, 1994, between Holding and Pelikan Holding
          AG ("Pelikan") (incorporated herein by reference to
          Annex A to Holding's February 1995 Proxy Statement).
 10.20   --Amendment to Asset and Stock Purchase Agreement, dated
          as of February 6, 1995, between Holding and Pelikan
          (incorporated herein by reference to Annex C to
          Holding's February 1995 Proxy Statement).
 10.21   --Trademark License Agreement, dated as of February 24,
          1995 between Pelikan, PIH and Pelikan GmbH (Hannover),
          on the one hand, and Holding, on the other hand
          (incorporated herein by reference to Exhibit B to Annex
          A to Holding's February 1995 Proxy Statement).
 10.22   --Credit Agreement, dated as of February 24, 1995, among
          NKI, Holding, Barclays Bank PLC, documentation agent,
          NationsBank of Texas, N.A., collateral agent and the
          lender parties thereto (incorporated herein by reference
          to Exhibit 4.3.37 to Holding's Current Report on Form 
          8-K, dated February 24, 1995).
 10.23   --Nu-kote Holding, Inc. Senior Management Stock
          Appreciation Rights Plan, effective
          June 22, 1995 (incorporated herein by reference to
          Exhibit 10.46 to Holding's 1995 Form 10-K).
 10.24   --Form of Appreciation Right Notification (relating to
          Exhibit 10.43) (incorporated herein by reference to
          Exhibit 10.47 to Holding's 1995 Form 10-K).
 10.25   --Nu-kote Holding 1992 Stock Option Plan, as amended and
          restated on August 1, 1995 (incorporated herein by
          reference to Exhibit 10.43 to Holding's Annual Report on
          Form 10-K for the year ended March 31, 1996 (File No. 
          0-20287) ("Holding's 1996 Form 10-K")).
 10.26   --Amendment, dated as of January 24, 1996, to Nu-kote
          Holding, Inc. 1992 Stock Option Plan, as amended and
          restated (incorporated herein by reference to Exhibit
          10.44 to Holding's 1996 Form 10-K).
 10.27   --Nu-kote Holding, Inc. Senior Management Stock
          Appreciation Rights Plan, as amended and restated
          September 27, 1996 (incorporated herein by reference to
          Exhibit 10.41 to Holding's September 1996 10-Q).
 10.28   --Form of Appreciation Right Notification (relating to
          Exhibit 10.48 (incorporated herein by reference to
          Exhibit 10.42 to Holding's September 1996 10-Q).
 10.29   --Nu-kote Holding, Inc. 1992 Stock Option Plan, as
          amended and restated September 27, 1996 (incorporated
          herein by reference to Exhibit 10.43 to Holding's
          September 1996 10-Q).
 10.30   --Nu-kote Holding, Inc. Deferred Stock Option Plan, as
          amended and restated September 27, 1996 (incorporated
          herein by reference to Exhibit 10.44 to Holding's
          September 1996 10-Q).
 10.31   --First Amendment to Amended and Restated Credit
          Agreement, dated as of February 7, 1997, among Holding,
          NKI, the lenders signatory thereto, Barclays Bank PLC,
          as documentation agent and NationsBank of Texas, N.A.,
          as administrative agent and collateral agent
          (incorporated herein by reference to Exhibit 10.36a to
          Holding's Quarterly Report on Form 10-Q for the quarter
          ended December 27, 1996 (File No. 0-20287).
</TABLE>
 
                                       35
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<TABLE>   
<CAPTION>
 EXHIBIT                                                             SEQUENTIAL
   NO.                          DESCRIPTION                           PAGE NO.
 -------                        -----------                          ----------
 <C>     <S>                                                         <C>
 10.32   --Second Amendment to Second Amended and Restated Credit
          Agreement and Waiver dated March 30, 1998.
 10.33   --Third Amendment to Second Amended and Restated Credit
          Agreement, Waiver and Amendment to Certain Eurocurrency
          Loan Documents dated April 1, 1998.
 10.34   --Fourth Amendment to Second Amended and Restated Credit
          Agreement, Waiver and Amendment to Certain Eurocurrency
          Loan Documents dated May 29, 1998.
 10.35   --Management consulting agreement with Glass &
          Associates, Inc. (incorporated herein by reference to
          Exhibit 10.7 to Holding's December 1997 10-Q).
 10.36   --Daniel Kerrane employment contract dated May 6, 1998.
 10.37   --David Brigante severance agreement dated March 9, 1998.
 10.38   --Form of Employee Retention Agreement.
 21.1    --Subsidiaries of Holding.
 23.1    --Consent of Coopers & Lybrand L.L.P.
 27      --Financial Data Schedule
</TABLE>    
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(b) The Registrant filed no reports on Form 8-K during the quarterly period
    ended March 31, 1998.
 
                                       36
<PAGE>
 
                                   
                                SIGNATURE     
   
  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized.     
   
Date: July 2, 1998     
 
                                          NU-KOTE HOLDING, INC.
 
                                                /s/ Shaun K. Donnellan
                                          By: _________________________________
                                                    Shaun K. Donnellan
                                               President and Chief Executive
                                                          Officer