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

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                                  FORM 10-QSB/A
                                (Amendment No. 1)
    

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

                  For the quarterly period ended June 30, 1998

                                       OR

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

    For the transition period from _____________________to___________________

                         Commission File Number 0-20701

                                COMPOSITECH LTD.
             (Exact Name of Registrant as specified in its charter)

         Delaware                                             11-2710467
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                  120 Ricefield Lane, Hauppauge, New York 11788
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (516) 436-5200

     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 requirement for the past 90 days. Yes |X| No ___

     Indicate the number of shares  outstanding of each of the issuer's  classes
of Common Stock as of August 13, 1998:

         Common Stock $.01 par value                          12,457,706
         ---------------------------                          ----------
                  Class                                     Number of shares

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                                COMPOSITECH LTD.

                              List of Item Amended


Part II - Other Information


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

          Exhibit Number                      Description 
          --------------                      ----------- 
             10.10             Compositech Ltd. Amended and Restated
                                  Stock Award Plan(1)

                11             Loss per Common Share(1)

                27             Financial Data Schedule (Edgar version only)(2)


(1) Previously filed.
(2) Filed herewith.


                                TEXT OF AMENDMENT

The listing of Exhibits in the  Company's  10-QSB for the period  ended June 30,
1998 (the  "Original  Filing") is hereby amended by the addition of Exhibit 27 -
Financial Data Schedule which is attached and filed herewith.

The purpose of this  amendment  is to amend the  Original  Filing to correct the
omission of Exhibit 27 - Financial Data Schedules  which was not included in the
Original  Filing.  All other  information  reported  in the  Original  Filing is
unchanged by this amendment.
    

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                                    Signature

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                             COMPOSITECH LTD.



   
Dated: August 24, 1998                        /s/ Samuel S. Gross 
                                             -----------------------------------
                                             Executive Vice President and
                                             Treasurer (Principal Accounting
                                             Officer and officer duly authorized
                                             to sign this report on behalf of
                                             the registrant)
    

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