DYNAMIC HEALTHCARE TECHNOLOGIES INC
10-Q, 2000-10-31
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                    FORM 10-Q

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



For  Quarterly  Period  Ended     September  30,  2000
                                  --------------------

Commission  File  Number     0-12516
                             -------

Dynamic  Healthcare  Technologies,  Inc.
----------------------------------------
Exact  name  of  registrant  as  specified  in  its  charter)

Florida     59-3389871
-------     ----------
(State  of  Incorporation)     (IRS  E.I.N.)

615  Crescent  Executive  Court,  Fifth  Floor,  Lake  Mary,  Florida  32746
----------------------------------------------------------------------------
(Address  of  principal  executive  offices)                   (ZIP  Code)

(407)333-5300
-------------
(Registrant's  telephone  number,  including  area  code)


Indicate  by checkmark 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
     ----

As of October 26, 2000, there were 19,293,511 shares outstanding, par value $.01
per  share,  of  the  issuer's  only  class  of  common  stock.

This  report  consists  of  fifteen  (15)  pages.


                                        1
<PAGE>
PART  1.          FINANCIAL  INFORMATION



ITEM  1.     FINANCIAL  STATEMENTS

     See  attached  statements  following  this  item  number.


                                        2
<PAGE>
<TABLE>
<CAPTION>
DYNAMIC  HEALTHCARE  TECHNOLOGIES,  INC.
BALANCE  SHEETS

                                                                         DECEMBER 31, 1999    SEPTEMBER 30, 2000
                                                                        -------------------  --------------------
ASSETS                                                                                            (UNAUDITED)
<S>                                                                     <C>                  <C>
Current assets:
    Cash and cash equivalents                                           $        1,818,209   $         1,845,323
    Accounts receivable, net                                                     8,590,441             6,867,849
    Unbilled receivables                                                         2,989,547             3,800,236
    Contracts receivable - current                                                 155,344               355,725
    Prepaid expenses                                                               546,502               623,758
    Other current assets                                                           171,076               239,271
                                                                        -------------------  --------------------
        Total current assets                                                    14,271,119            13,732,162

Property and equipment, net                                                      4,107,481             3,803,978
Capitalized software development costs, net                                      9,266,284             4,391,984
Goodwill, net                                                                    1,255,483               949,821
Contracts receivable - non-current                                                 741,444               786,670
Other assets                                                                        18,114                34,166
                                                                        -------------------  --------------------
                                                                        $       29,659,925   $        23,698,781
                                                                        ===================  ====================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued expenses                               $        3,041,799   $         3,617,210
    Deferred revenue                                                             6,577,199             6,145,870
    Advance billings                                                             1,387,119             1,147,675
    Line of credit                                                                 700,000             1,950,000
    Deferred lease incentives - current                                            190,231               190,231
    Other                                                                          297,143               413,085
                                                                        -------------------  --------------------
        Total current liabilities                                               12,193,491            13,464,071
Deferred lease incentives - non-current                                            792,632               649,960
Other                                                                              752,538               702,695
                                                                        -------------------  --------------------
        Total liabilities                                                       13,738,661            14,816,726
                                                                        -------------------  --------------------

Shareholders' equity:
    Series C redeemable convertible preferred stock ($.01 par value;
      issued and outstanding 1,000,000 shares with an aggregate
      liquidation preference of $2,000,000, as of December 31, 1999,
      and September 30, 2000; $.16 per share annual dividend).                   1,811,327             1,811,327
   Common stock ($.01par value; authorized 40,000,000 shares;
      issued and outstanding 18,814,887 shares as of December 31, 1999
      and 19,271,294 shares as of September 30, 2000).                             188,149               192,713
    Warrants                                                                         3,000                 3,000
    Additional paid-in capital                                                  45,135,109            45,666,221
    Deficit                                                                    (31,216,321)          (38,548,486)
                                                                        -------------------  --------------------
                                                                                15,921,264             9,124,775

    Less:  note receivable arising from the exercise of stock options                   --              (242,720)
                                                                        -------------------  --------------------
        Total shareholders' equity                                              15,921,264             8,882,055
                                                                        -------------------  --------------------
                                                                        $       29,659,925   $        23,698,781
                                                                        ===================  ====================
</TABLE>

See  notes  to  condensed  financial  statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
DYNAMIC  HEALTHCARE  TECHNOLOGIES,  INC.
CONDENSED  STATEMENTS  OF  OPERATIONS
(UNAUDITED)

                                                         Three  Months  Ended         Nine  Months  Ended
                                                            September  30,               September  30,
                                                           1999         2000          1999           2000
                                                        ---------     ---------    ---------      ---------
<S>                                                  <C>           <C>            <C>           <C>
Operating revenues:
    Computer system equipment sales and support      $   512,208   $    306,299   $ 3,686,928   $    879,805
    Application software licenses                      1,625,244      1,692,844     7,988,926      5,198,802
    Software support                                   2,954,384      2,938,022     8,807,543      8,764,031
    Services and other                                 2,410,052      1,242,997     6,787,015      4,385,628
                                                     ------------  -------------  ------------  -------------
               Total operating revenues                7,501,888      6,180,162    27,270,412     19,228,266
                                                     ------------  -------------  ------------  -------------
Operating expenses:
    Cost of products sold                                832,427        634,679     5,294,497      1,617,744
    Software amortization                                538,553        348,986     1,516,872      1,498,469
    Client services expense                            2,413,262      2,471,770     7,228,343      7,618,477
    Software development costs                         1,103,042      1,328,527     3,370,704      3,679,099
    Sales and marketing                                1,407,807      1,083,958     5,473,919      3,311,413
    General and administrative                           884,246      1,067,285     2,974,780      3,024,999
    Restructuring costs                                  523,569      5,725,007       523,569      5,725,007
                                                     ------------  -------------  ------------  -------------
               Total operating expenses                7,702,906     12,660,212    26,382,684     26,475,208
                                                     ------------  -------------  ------------  -------------
Operating income (loss)                                 (201,018)    (6,480,050)      887,728     (7,246,942)
                                                     ------------  -------------  ------------  -------------
Other income (expense):
      Interest expense and financing costs               (81,395)       (69,276)     (229,937)      (154,864)
      Loss on fixed asset sales                          (11,663)          (164)      (22,496)       (30,767)
      Interest income                                     28,169         46,169        85,504        100,407
                                                     ------------  -------------  ------------  -------------
               Total other income (expense)              (64,889)       (23,271)     (166,929)       (85,224)
                                                     ------------  -------------  ------------  -------------
Earnings (loss) before income taxes                     (265,907)    (6,503,321)      720,799     (7,332,166)
                                                     ------------  -------------  ------------  -------------
Income taxes                                                   -              -             -              -
                                                     ------------  -------------  ------------  -------------
Net earnings (loss)                                    ($265,907)   ($6,503,321)  $   720,799    ($7,332,166)
                                                     ============  =============  ============  =============


Net earnings (loss)                                    ($265,907)   ($6,503,321)  $   720,799    ($7,332,166)
Preferred stock dividends                                (40,000)       (40,000)     (120,000)      (120,000)
                                                     ------------  -------------  ------------  -------------
Earnings (loss) available for common shareholders      ($305,907)   ($6,543,321)  $   600,799    ($7,452,166)
                                                     ============  =============  ============  =============

Weighted average number of common shares
  outstanding - basic                                 18,681,205     19,155,473    18,506,082     18,976,130
Dilutive effect of options and warrants                        -              -       328,867              -
                                                     ------------  -------------  ------------  -------------
Weighted average number of common and potential
  common shares outstanding - diluted                 18,681,205     19,155,473    18,834,949     18,976,130
                                                     ------------  -------------  ------------  -------------


Earnings (loss) per common share basic and diluted   $    ( 0.02)  $     ( 0.34)  $      0.03   $      (0.39)
                                                     ============  =============  ============  =============
</TABLE>

See  notes  to  condensed  financial  statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>

DYNAMIC  HEALTHCARE  TECHNOLOGIES,  INC.
CONDENSED  STATEMENTS  OF  CASH  FLOWS
(UNAUDITED)

                                                                                                          Nine  Months  Ended
                                                                                                             September  30,
                                                                                                             --------------
                                                                                                          1999          2000
                                                                                                      ------------  -------------
<S>                                                                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)                                                                                   $   720,799    ($7,332,166)
Adjustments to reconcile net earnings (loss) to net cash provided (used) by operating
activities:
    Depreciation and amortization                                                                       2,652,147      7,618,313
    Employer 401k contributions not requiring cash                                                        239,929        258,182
     Loss on disposal of property                                                                          22,496         30,767
Changes in assets and liabilities:
     Accounts receivable                                                                               (1,487,076)     1,722,592
     Unbilled receivables                                                                              (1,319,415)      (810,689)
     Contracts  receivable                                                                                857,937       (245,607)
     Other                                                                                                775,978       (163,005)
     Accounts payable and accrued expenses                                                               (720,920)       575,411
     Deferred revenue                                                                                    (510,816)      (431,329)
     Advance billings                                                                                    (401,721)      (239,444)
                                                                                                      ------------  -------------
                        Net cash provided (used) by operating activities                                  829,338        983,025
                                                                                                      ------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capitalized software development costs                                                            (1,797,784)    (1,622,403)
     Purchases of property and equipment                                                                 (224,831)      (434,742)
     Proceeds from disposal of property and equipment                                                      40,309          1,000
                                                                                                      ------------  -------------
                        Net cash used in investing activities                                          (1,982,306)    (2,056,145)
                                                                                                      ------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Borrowings/(repayments) on line of credit                                                          1,144,000      1,250,000
     Borrowings/(repayments) under notes payable                                                          (81,099)       (60,397)
     Proceeds from issuance of common stock                                                               296,905        154,774
     Payment of preferred stock dividends                                                                (120,000)      (120,000)
     Borrowings/(repayments) on long-term debt and capital lease obligations                             (112,576)      (124,143)
                                                                                                      ------------  -------------
                        Net cash provided (used) by financing activities                                1,127,230      1,100,234
                                                                                                      ------------  -------------

Net increase (decrease) in cash and cash equivalents                                                      (25,738)        27,114
Cash and cash equivalents, beginning of period                                                          1,962,426      1,818,209
                                                                                                      ------------  -------------
Cash and cash equivalents, end of period                                                              $ 1,936,688   $  1,845,323
                                                                                                      ============  =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Interest paid                                                                                    $    77,491   $     97,885
                                                                                                      ============  =============
     Income taxes paid/(received)                                                                     $        --   $         --
                                                                                                      ============  =============
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITY:
     Computer and communications equipment acquired under capital lease
      obligations                                                                                     $        --   $    243,687
                                                                                                      ============  =============
     Common stock issued in exchange for note receivable from an officer                              $        --   $    242,720
                                                                                                      ============  =============
</TABLE>

See  notes  to  condensed  financial  statements.


                                        5
<PAGE>
                      DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
         THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 2000
                                   (UNAUDITED)

(A)     UNAUDITED  FINANCIAL  STATEMENTS:

The  accompanying  financial  statements  have  been  prepared  by management in
conformity  with  generally accepted accounting principles for interim financial
statements  and with instructions to Form 10-Q and Regulation S-X.  Accordingly,
they  do  not  include  all  the  disclosures  required  by  generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all  adjustments  and  accruals  considered  necessary  for  fair
presentation  of  financial  information  have been included and are of a normal
recurring  nature  except  for  the  effects of the restructuring charge in 2000
discussed  in  Footnote E.  Certain prior period balances have been reclassified
to  conform  to the Year 2000 presentation.  Quarterly results of operations are
not  necessarily  indicative of annual results.  These statements should be read
in  conjunction with the audited consolidated financial statements and the notes
thereto included in the Dynamic Healthcare Technologies, Inc. 1999 Annual Report
on  Form  10-K  for  the  fiscal  year  ended  December  31,  1999.

(B)     NOTE  RECEIVABLE  -  OFFICER:

On  August  8,  2000,  Mr.  Cris  Assif,  the  Company's  President  of Internet
Solutions,  exercised  an  employment option to acquire 148,000 common shares of
the Company for $1.64 per share through the issuance of a promissory note in the
amount of $242,720 payable to the Company on or before August 8, 2003.  Interest
on  the  recourse note is payable annually in arrears and accrues at the rate of
nine  percent  (9%)  per annum.  This note may be prepaid in whole or in part at
any  time  without  penalty.

(C)     LINE  OF  CREDIT:

On  October 30, 2000 the Company renegotiated a new one year line of credit with
Silicon  Valley  Bank (the "Bank"), as a result of a breach of the quarterly net
income  covenant,  subject  to the Bank's customary collateral examination.  The
new  line  of  credit  is intended to provide for up to $3,000,000 of borrowings
based  on  a  maximum  advance  ratio  equal  to  85%  of qualified receivables,
$3,000,000  as  of  September 30, 2000, and an annual interest rate equal to the
Bank's  prime  rate  plus  two  and one half percent, twelve percent (12%) as of
September  30,  2000,  and  removes  all  prior  covenants in favor of a minimum
tangible  net worth covenant of no less than $3,000,000.  The Company's tangible
net  worth  as  of  September  30,  2000  was  $3,540,250.

(D)     CAPITAL  LEASES:

During  the  third  quarter 2000, the Company entered into a lease agreement for
the  purchase  of  $243,687  of  computer  and communications equipment.  Future
minimum lease payments under non-cancelable capital leases are included in other
liabilities,  and  are  summarized  as  follows:

<TABLE>
<CAPTION>
YEAR  ENDED  SEPTEMBER  30:
---------------------------
<S>                                      <C>
2001                                     $280,318
2002                                       93,042
2003                                       77,535
                                         ---------
Total future minimum lease payments       450,895
Less:  Amount representing interest       (45,140)
                                         ---------
Present value of minimum lease payments   405,755
Less:  Current portion                    250,732
                                         ---------
Long term capital lease obligation       $155,023
                                         =========
</TABLE>

Included  in  fixed  assets  are  the  following:
<TABLE>
<CAPTION>


                                DECEMBER 31, 1999   SEPTEMBER 30, 2000
                               -------------------  ------------------
                                                       (UNAUDITED)
<S>                              <C>                  <C>
Capital lease property           $          523,049   $   766,736
Less:  Accumulated depreciation            (102,388)     (161,146)
                                 -------------------  ------------
                                 $          420,661   $   605,590
                                 ===================  ============
</TABLE>
                                        6
<PAGE>


(E)     RESTRUCTURING  COSTS:

During  the  third  quarter  2000,  the Company adopted a formal plan to abandon
specific  products,  and,  as  a  result,  recorded  restructuring  charges  of
$5,725,007.  In  connection  with  the  Company's  strategic  decision  to focus
marketing  efforts  on  the  Company's  clinical  suite of products (CoPathPlus,
RadPlus  and  e-Premier)  and  its  e-Business  initiatives  (CoMed  Internet).
SurgiPlus, DynamicVision and PACSPlus will no longer be actively marketed by the
Company.  Historical  revenues from the discontinued products were approximately
$247,000  and  $416,000  for the three months ended September 30, 2000 and 1999,
respectively,  and  $875,000  and $1,908,000 for the nine months ended September
30,  2000  and 1999, respectively.  The abandoned product charges consist of the
write-off  of  net  capitalized  software costs of $4,998,234 and a write-off of
prepaid  licenses  of $130,624.  In addition, employee severance and termination
costs, associated with positions eliminated as a result of the abandoned product
offerings,  in  the  amount  of  $399,735  and  a reserve for contract losses of
$196,414 were accrued and expensed during the third quarter of 2000.  A total of
32 employees were terminated in connection with the abandoned product offerings.
Termination benefits as of and for the three months ended September 30, 2000 are
summarized  as  follows:

<TABLE>
<CAPTION>
                        NO. OF                      TOTAL SEVERANCE
                      TERMINATED      BENEFITS      AND TERMINATION
DEPARTMENT             EMPLOYEES       ACCRUED           BENEFITS
--------------------  ----------  ----------------  ----------------
<S>                   <C>         <C>               <C>
Client Services               13  $         90,271  $         90,271
Software Development          16           209,643           209,643
Sales and Marketing            3            99,821            99,821
                      ----------  ----------------  ----------------
                              32  $        399,735  $        399,735
                      ==========  ================  ================
</TABLE>

(F)     EARNINGS  (LOSS)  PER  SHARE:

Basic earnings (loss) per share is computed on the basis of the weighted average
shares  outstanding.  Diluted earnings per share is computed on the basis of the
weighted  average  shares  outstanding  plus  potential common stock which would
arise  from  the  exercise  of  stock options and warrants and conversion of the
Series  C  preferred  stock  if  dilutive.


ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW
--------

Dynamic  Healthcare Technologies, Inc. ("Dynamic" or the Company") is a provider
of Internet and image-, voice-, and web-enabled information systems for clinical
services  departments  and facilities.  The Company's product line is a suite of
solutions  for  anatomic pathology, radiology, laboratory, surgical services and
health  information  management.  In  1999,  the  Company  launched  a strategic
initiative  to  move  into  the  e-Health  arena  by  converging its traditional
clinical  applications  with  emerging  Internet  technologies.  The  resulting
e-Health  solutions  enable  physicians, clinicians, and departmental staff both
inside  and  outside  the healthcare facility, to use the Company's systems over
the  Internet,  thereby  extending  their  reach  to  remote hospitals, outreach
service  locations,  reference labs, physician offices and homes.  The Company's
e-Health  solution  set  positions the Company to participate in the business to
business  (B2B)  marketplace  and  transitions  the  Company  toward  delivering
software  and  services on a "fee-per-use" basis through an Application Solution
Provider  (ASP)  model.

The  Company  is  a  leader  in  providing diagnostic workflow and collaborative
solutions  in  acute  care  hospitals,  ambulatory  care  centers,  reference
laboratories  and  imaging  centers.  The Company currently serves more than 650
customers,  most  located  in  the  United  States.  Key  customers  include
Massachusetts  General  Hospital,  University  of  North  Carolina  Hospitals,
University of Pittsburgh Medical Center Health System, University of Illinois at
Chicago  Medical Center, Memorial Sloan-Kettering Cancer Center, Advocate Health
Care,  Borgess Health Alliance, The Mayo Clinic and Medical College of Virginia.
The  Company's  systems  automate  ordering,  scheduling, specimen and procedure
tracking,  data / image acquisition from diagnostic equipment, store and archive
results.  For  years,  the  Company  has  provided  the  processing backbone for
clinical information within the key clinical departments of pathology, radiology
and  laboratory,  and has provided electronic integration with diagnostic images
and  voice  dictation.


                                        7
<PAGE>
The  Company  is  expanding its e-Health initiatives with a new service offering
entitled  "CoMed"  as  part  of  its  commitment to changing the way clinicians'
access  and  use  information for the benefit of their patients and communities.
CoMed  has  been designed to automate the daily workflow and communication needs
of  healthcare  participants  and  improve  the  delivery of patient care within
healthcare  communities.  CoMed  is  a  secure,  members only web site providing
physicians  and other clinicians access to the most current pathology, radiology
and  laboratory  results  -  the most important diagnostic components of today's
medical  record.  CoMed will also be a place where physicians can obtain current
relevant medical reference material, initiate e-commerce, participate in virtual
communities  and  with  other physicians in discussion forums, as well as obtain
the  wealth  of  lifestyle  and business information available on the World Wide
Web.

A  key  differentiator  of  CoMed  is  that  it is designed to support the local
healthcare  brands  of integrated delivery networks, thereby positioning them to
sponsor  the  implementation and subscription to the product.  CoMed is intended
to  help  healthcare delivery channels communicate effectively with their client
population,  to  improve  health  outcomes,  to  increase  revenues  through new
referrals,  and  decrease administrative costs by eliminating paper pushing  and
faxes.  CoMed  enhances  connectivity  to  other  lab, radiology and health plan
oriented  systems,  creates virtual private communities and delivers value added
Internet  content  and context to physicians located throughout these integrated
delivery  networks.  CoMed  intends to leverage the Company's existing installed
base  of  prestigious hospitals, laboratories, and diagnostic imaging centers as
well  as the related clinical transaction volume and aggregate patient database,
providing  a significant opportunity to extend its reach to physicians and other
clinicians  as  a result of these relationships and the existing knowledge base.

Today,  physicians  have  a  need  and are demanding Internet access to clinical
information  including test results, comparative studies, and treatment plans to
provide  more  efficient  and  effective  patient care. CoMed will enable timely
information  exchange  and collaboration among healthcare participants, minimize
administrative  costs  associated  with  healthcare  business-to-business
transactions,  reduce unauthorized and non-reimbursed patient care, decrease the
waiting  time  and delivery costs for diagnostic test results and provide access
to  online  medical and other content. Internet transactions are far less costly
than  manual chart pulls, pushed faxes, report distribution, couriered or mailed
charts.  In  addition  to  the  direct  cost  reductions  associated  with these
improved  efficiencies,  Internet-connected providers make more prudent clinical
decisions.  CoMed  will  allow  convenient  access  to  information  supporting
analysis  across  multiple cases, to relevant medical reference material, and to
historical  patient  data  anytime,  anywhere  and  on  a  securitized  basis.

The  Company's  revenues  are  derived  from  the  licensing and sale of systems
comprised  of  internally  developed  software  and  third  party  software  and
hardware,  professional  services,  maintenance  and  support  services.  The
Company's  services  include implementation and training, product management and
customer  software  development.  Revenues  from  professional  services  and
maintenance  and  support services typically increase as the number of installed
systems  increases.  Computer  system  equipment  sales  revenues  are generally
recognized  when  hardware  is  shipped.  Computer  system  equipment  sales and
support  revenues  include hardware support contracts for a specific period from
which  revenue  is  recognized  ratably  over the corresponding contract period.
Application  software  license revenues are recognized when application software
is  delivered  to  the  customer.  Installation  and  training service revenues,
included  with application software licenses, are recognized as the services are
performed.  Software  support  revenues principally include contracts for remote
dial-up  problem diagnosis, maintenance and corrective support services, each of
which covers a specified period for which revenue is recognized ratably over the
corresponding  contract  period.  Services  and  other  revenues  include custom
programming  services,  post-contract  support  obligations  and other services,
which  are  provided  under separate contract and are recognized as services are
performed.

Cost  of  products sold includes the cost of hardware sold, costs of third party
software  licenses  and  hardware  support subcontracts.  Client service expense
includes  the  direct  and  indirect  costs  associated  with implementation and
support  personnel.  Software  development costs include the direct and indirect
salaries  and  wages  of software research and development personnel, and direct
research  and  development expenses, reduced by capitalized software development
costs.  Software  development  is  expensed  until  such  time  as technological
feasibility  is established and then is capitalized in compliance with Statement
of  Financial  Accounting  Standards  No.  86  "Accounting for Costs of Computer
Software  to  be Sold, Leased or Otherwise Marketed."  Sales and marketing costs
include  direct  and  indirect  salaries,  commissions,  joint  marketing costs,
advertising,  trade  show  costs,  user group costs and travel and entertainment
expenses  related  to  the  sale  and  marketing  of  the Company's products and
services.  General and administrative expenses include salaries and expenses for
corporate  administration,  financial,  legal  and  human  resources.

The  sales  cycle  for the Company's systems is typically six to eighteen months
from  initial  contact  to  contract  signing.  The  product  delivery  cycle is
variable.  When  application  software  licenses  are provided by modem, product
delivery  is  immediate.  In  most  instances, product delivery for new clinical
information systems requires three to six months.  However, product delivery can


                                        8
<PAGE>

span  two or more years, particularly with enterprise-wide electronic healthcare
record  solutions  involving  significant  and  continuing  customer  service
requirements.  Accordingly,  the  product  delivery  cycle  depends  upon  the
combination  of  products  purchased  and the implementation plan defined by the
customer  in  the  master sales agreement.  Each customer contract is separately
negotiated.  The  installation  schedule  for a clinical information systems, or
departmental  electronic  healthcare  record  implementations, typically require
three  to  six  months.  Under  its standard master sales agreement, the Company
generally receives a partial payment upon execution of the agreement, a hardware
installment  payment  upon  delivery of hardware, installation progress payments
upon  the  completion  of  defined  milestones  and  final  payment  upon system
acceptance.

The  following  table  sets  forth,  for  the three and nine month periods ended
September  30,  1999  and  2000,  certain  items  in the Company's statements of
operations  as  a  percentage  of  total  operating  revenues:


<TABLE>
<CAPTION>
                                                  THREE  MONTHS      NINE  MONTHS
                                                       ENDED             ENDED
                                                  SEPTEMBER  30,     SEPTEMBER  30,
                                                 ----------------   ----------------
                                                  1999      2000     1999     2000
                                                 -------  --------  -------  -------
<S>                                              <C>      <C>       <C>      <C>
Operating revenues:
   Computer system equipment sales and support     6.8 %     5.0 %   13.5 %    4.6 %
   Application software licenses                  21.7 %    27.4 %   29.3 %   27.0 %
   Software support                               39.3 %    47.5 %   32.3 %   45.6 %
   Services and other                             32.2 %    20.1 %   24.9 %   22.8 %
                                                 -------  --------  -------  -------
      Total revenues                             100.0 %   100.0 %  100.0 %  100.0 %
                                                 -------  --------  -------  -------

Operating expenses:
   Cost of products sold                          11.1 %    10.3 %   19.4 %    8.4 %
    Software amortization                          7.2 %     5.6 %    5.6 %    7.8 %
   Client services expense                        32.2 %    40.0 %   26.5 %   39.6 %
   Software development costs                     14.7 %    21.5 %   12.4 %   19.1 %
   Sales and marketing costs                      18.8 %    17.5 %   20.1 %   17.2 %
   General and administrative expense             11.8 %    17.3 %   10.9 %   15.7 %
   Restructuring costs                             6.9 %    92.6 %    1.9 %   29.8 %
                                                 -------  --------  -------  -------
      Total operating expenses                   102.7 %    204.8%   96.8 %  137.6 %
                                                 -------  --------  -------  -------

Operating income (loss)                           (2.6)%  (104.8)%    3.3 %  (37.6)%
Other income (expense)                            (0.9)%    (0.4)%   (0.7)%   (0.5)%
                                                 -------  --------  -------  -------
Net earnings (loss)                               (3.5)%  (105.2)%    2.6 %  (38.1)%
                                                 =======  ========  =======  =======
</TABLE>


RESULTS  OF  OPERATIONS

(THREE  MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30,  1999)

Revenues.  During  the  quarter  ended  September  30, 2000 the Company reported
revenues  of  $6,180,000  a  decrease  of  $1,322,000 from revenues for the same
period in 1999.  Revenues from new system implementations declined significantly
principally due to general market slowdown caused by reduced capital procurement
by  healthcare  providers.   Combined  revenues  from  computer system equipment
sales,  application  software licenses, and services and other revenues declined
by  $1,306,000,  reflecting  this  decrease in new system implementations, while
software  support  revenues  decreased  modestly  by  $16,000.  The  Company's
radiology  system  revenues  decreased  by  $703,000, from $1,946,000 recognized
during  the  third  quarter  of  1999  to $1,243,000 recognized during the third
quarter  of 2000.  Pathology revenues for the third quarter of 2000 decreased by
$323,000  to  $3,197,000  from  $3,520,000  during  the  same  period  of  1999.
Similarly,  laboratory information system revenues for the third quarter of 2000
also  decreased  by  $118,000  to  $1,494,000  from  $1,612,000 during the third
quarter  of  1999.  In addition, Records Plus product line revenues decreased by
$169,000  from  $416,000  reported for the third quarter of 1999 to $247,000 for
the  third  quarter  of  2000.

Computer  system  equipment  sales and support revenues decreased by $206,000 to
5.0%  of  total revenues for the third quarter of 2000, compared to 6.8% for the
third  quarter  of  1999.  Management  attributes  the decrease to the decreased
implementation  of new systems by customers focused on year 2000 remediation and
system  validation  efforts.


                                        9
<PAGE>

Application software license revenue during the third quarter of 2000, increased
modestly  by  $68,000  over  the  same  period  a  year  ago, from $1,625,000 to
$1,693,000.

Service and other revenues decreased by $1,167,000 to $1,243,000 from $2,410,000
is  principally resulted from the decreased implementation of new systems during
2000.

Software  support  revenues  decreased  by  $16,000  to $2,938,000 for the third
quarter  of  2000,  compared  to  $2,954,000  for  the same period one year ago.
During  1999,  the Company discontinued support for a limited offering of legacy
laboratory  and  financial  products  in  connection  with Year 2000 remediation
efforts.  Management expects support revenues to grow with the implementation of
new  systems.  As  of  September  30,  2000,  the  recurring annualized billable
support  base  was  $12.1  million.  An  additional  $2.0  million of annualized
software  support  revenue  is  anticipated to be generated from delivery of the
Company's  existing  new  systems  backlog.

Cost of Products Sold.  Cost of products sold as a percent of total revenues for
the  third  quarter of 2000 decreased to 10.3% from 11.1% for the same period in
1999.  Computer  system  equipment  sales  and support revenues during the third
quarter  of 2000 similarly decreased to 5.0% from 6.8% of total revenues for the
third  quarter  1999,  due  to  the  significant  decrease  in  new  system
implementations.

Software  Amortization.  Software  amortization  for  the  third quarter of 2000
decreased  by  approximately  $190,000 from $539,000 during the third quarter of
1999  to  $349,000.  During  the  third  quarter  of  2000 the Company abandoned
marketing of DynamicVision and PACSPlus for strategic reasons, which lowered the
recurring  amortization.

Client  Services  Expense.  Client  services  expense for the third quarter 2000
increased  $59,000  to  $2,472,000  from  $2,413,000 for the third quarter 1999,
however,  two  significant  transitions  within  client  services have occurred.
First,  the  Company  decreased  staffing  in connection with the cost reduction
plans  previously  completed.  In  addition,  during  late  1999  and continuing
through  the first quarter of 2000, the Company transitioned various development
personnel  to  support  and new system implementation roles, consistent with the
maturing  of  the  recent  new  product  releases.

Software Development Costs.  Software development expense reported for the third
quarter  of  2000  increased  by  $226,000 to $1,329,000, compared to $1,103,000
reported  for  the  third quarter of 1999.  The Company's e-Business initiatives
development  costs  have not been capitalized.  In addition, development efforts
continue  as  part  of  the  Company's  overall  growth  strategy,  including
enhancements  to  existing  product  lines.

Sales  and Marketing.  Sales and marketing costs for the third quarter 2000 as a
percentage  of total revenues, decreased to 17.5% from 18.8% for the same period
of  1999.  This  decrease of $324,000 from $1,408,000 to $1,084,000 in sales and
marketing  expenses  results  from  the  sales  realignment  and  cost reduction
programs  completed  in  1999.

General  and  Administrative.  General  and  administrative  costs  increased by
$183,000  to  $1,067,000 for the third quarter 2000 compared to $884,000 for the
third  quarter of 1999, and increased as a percentage of total revenues to 17.3%
from  11.8%.  Management  for  the  Company's  e-Business  initiatives  is being
charged  to  general  and administrative costs and the restructured organization
allocates  a  higher  percentage  of  overhead  burdens  to  the  general  and
administrative  department  as  a result of the department constituting a higher
percentage  of  Company-wide  salaries  and  wages.

Restructuring  Costs.  During  the  third  quarter  2000,  the Company adopted a
formal  plan  to  abandon  specific  products,  and,  as  a  result,  recorded
restructuring charges of $5,725,007.  In connection with the Company's strategic
decision  to focus marketing efforts on the Company's clinical suite of products
(CoPathPlus,  RadPlus  and  e-Premier)  and  its  e-Business  initiatives (CoMed
Internet).  SurgiPlus,  DynamicVision  and  PACSPlus  will no longer be actively
marketed  by  the  Company.  Historical  revenues from the discontinued products
were  approximately  $247,000  and $416,000 for the three months ended September
30,  2000  and 1999, respectively.  The abandoned product charges consist of the
write-off  of  net  capitalized  software costs of $4,998,234 and a write-off of
prepaid  licenses  of $130,624.  In addition, employee severance and termination
costs, associated with positions eliminated as a result of the abandoned product
offerings,  in  the  amount  of  $399,735  and  a reserve for contract losses of
$196,414 were accrued and expensed during the third quarter of 2000.  A total of
32 employees were terminated in connection with the abandoned product offerings.


                                       10
<PAGE>
(NINE  MONTHS  ENDED  SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30,  1999)

Revenues.  During  the nine months ended September 30, 2000 the Company reported
revenues  of  $19,228,000  a  decrease  of  $8,042,000 or 29.5% from revenues of
$27,270,000  for the same period 1999.  Revenues from new system implementations
declined  significantly due to general market slowdown caused by reduced capital
procurement  by  healthcare  providers.   Combined revenues from computer system
equipment  sales, application software licenses, and services and other revenues
declined  by $7,999,000, reflecting this decrease in new system implementations,
while  software  support  revenues decreased modestly by $43,000.  The Company's
radiology  system  revenues  decreased by $3,372,000, from $7,731,000 recognized
during  the  first nine months of 1999 to $4,359,000 recognized during the first
nine months of 2000.  Pathology revenues for the nine months ended September 30,
2000  decreased  by  $2,665,000  to  $8,663,000 from $11,328,000 during the same
period  of 1999.  Similarly, laboratory information system revenues for the nine
months  ended  September  30, 2000 also decreased by $813,000 to $5,331,000 from
$6,144,000 during the first nine months of 1999.  Revenues from the Records Plus
product  line decreased by $1,033,000 from $1,908,000 to $875,000, comparing the
nine  months  ended  1999  to  the  same  period  of  2000,  respectively.

Computer  system equipment sales and support revenues decreased by $2,807,000 to
4.6%  of total revenues for the nine months ended September 30, 2000 compared to
13.5%  for  the nine months ended September 30, 1999.  Management attributes the
decrease  to the decreased implementation of new systems by customers focused on
year  2000  remediation  and  system  validation  efforts.

Application  software license revenue during the nine months ended September 30,
2000,  decreased  by $2,790,000 over the same period a year ago, from $7,989,000
to  $5,199,000, and similarly service and other revenues decreased by $2,401,000
to  $4,386,000  from  $6,787,000.  These  decreases  principally result from the
decreased  implementation  of  new  systems.

Software  support  revenues  modestly decreased by $43,000 to $8,764,000 for the
nine months ended September 30, 2000, compared to $8,807,000 for the same period
one  year  ago.  During  1999  the  Company  discontinued  support for a limited
offering  of  legacy  laboratory  and financial products in connection with Year
2000  remediation  efforts.  Management  expects support revenues to continue to
grow  with  the  implementation  of  new systems.  As of September 30, 2000, the
recurring  annualized billable support base was $12.1 million, and an additional
$2.0  million  of  annualized  software  support  revenue  is  anticipated to be
generated  from  delivery  of  the  Company's  existing  new  systems  backlog.

Cost of Products Sold.  Cost of products sold as a percent of total revenues for
the  nine  months  ended September 30, 2000 decreased to 8.4% from 19.4% for the
same period 1999.  Hardware and application software license revenues during the
first  nine  months  of  2000  similarly  decreased to 31.6% from 42.8% of total
revenues  for  the first nine months of 1999, due to the significant decrease in
new  system  implementations.

Client  Services  Expense.  Client  services  expense  for the nine months ended
September 30, 2000 increased $390,000 to $7,618,000 from $7,228,000 for the nine
months  ended September 30, 1999, increasing as a percentage of sales from 26.5%
to 39.6%.  The Company previously reported decreased staffing in connection with
the  re-engineering  and  cost  reduction  plan  completed  in  1998.  Product
installation,  delivery and support services were standardized along all product
lines  as  the  Company  centralized  these  functions.  During  late  1999  and
continuing  through  the  first quarter of 2000 the Company transitioned various
development personnel to support and new system implementation roles, consistent
with  the  maturing  of  the  recent  new  product  releases.

Software  Development  Costs.  Software  development  costs  for the nine months
ended  September  30,  2000  increased to 19.1% of total operating revenues from
12.4%  incurred  during  the nine months ended September 30, 1999.  The $308,000
increase  in  software  development  expense  reported for the nine months ended
September  30,  2000 of $3,679,000, compared to $3,371,000 reported for the nine
months ended September 30, 1999, results principally from resources committed to
the  development  of  the  Company's e-Business initiatives, which have not been
capitalized.  In  addition development efforts continue as part of the Company's
overall  growth  strategy,  including  enhancements  to  existing product lines.

Sales  and  Marketing.  Sales  and  marketing  costs  for  the nine months ended
September  30,  2000  as a percentage of total revenues, decreased to 17.2% from
20.1%  for the same period of 1999.  This decrease of $2,163,000 from $5,474,000
to  $3,311,000  in  sales  and  marketing expenses results principally from cost
reductions  attributed  to  the  sales  realignment  programs completed in 1999.


                                       11
<PAGE>
Restructuring  Costs.  During  the  third  quarter  2000,  the Company adopted a
formal  plan  to  abandon  specific  products,  and,  as  a  result,  recorded
restructuring charges of $5,725,007.  In connection with the Company's strategic
decision  to focus marketing efforts on the Company's clinical suite of products
(CoPathPlus,  RadPlus  and  e-Premier)  and  its  e-Business  initiatives (CoMed
Internet).  SurgiPlus,  DynamicVision  and  PACSPlus  will no longer be actively
marketed  by  the  Company.  Historical  revenues from the discontinued products
were  approximately  $875,000 and $1,908,000 for the nine months ended September
30,  2000  and 1999, respectively.  The abandoned product charges consist of the
write-off  of  net  capitalized  software costs of $4,998,234 and a write-off of
prepaid  licenses  of $130,624.  In addition, employee severance and termination
costs, associated with positions eliminated as a result of the abandoned product
offerings,  in  the  amount  of  $399,735  and  a reserve for contract losses of
$196,414 were accrued and expensed during the third quarter of 2000.  A total of
32 employees were terminated in connection with the abandoned product offerings.


LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

As  of  September  30,  2000  the  Company  had  cash  and  cash  equivalents of
$1,845,000, line of credit draws of $1,950,000, working capital of $268,000, and
a  working  capital  ratio of 1.02 to 1.  In addition, the Company has been cash
positive  from  operations  for  eight  consecutive  quarters.

Accounts  receivable  as  of  September  30,  2000  decreased by $1,723,000 from
similar  balances as of December 31, 1999,  principally as a result of decreased
system  implementations  in  progress.  However,  unbilled  receivables  as  of
September 30, 2000, increased by $811,000 as compared to the unbilled receivable
balance  as  of  December  31,  1999  due  principally  to the timing of billing
milestones  in  implementations  in  progress.

Contracts  receivable  as  of  September  30,  2000  increased  by  $246,000  to
$1,142,000  as  compared  to  the  balance of $896,000 on December 31, 1999, due
principally  to  one large system installation completed during the quarter with
deferred  payment  terms,  less  scheduled  collections  on  existing contracts.

During  the  first  three  quarters  of  fiscal  2000  the  Company  capitalized
$1,622,000  of  software  development costs and purchased $678,000 of additional
property  and equipment.  Development efforts during the first three quarters of
2000  included  enhancements  to  the Company's existing product line.  Property
purchases  were  made  principally  to  build  the  data  center  to support the
Company's  e-Business  initiatives.  During  the  third  quarter  approximately
$244,000  of  the e-Business property purchases were financed under a three year
capital  lease,  and  portal  development  of the e-Business initiative has been
effectively  financed  by subordinating payment to the subcontracted development
partner  to  future  revenue  from  the product.  Management expects capitalized
development  costs  to  decrease significantly as a result of the restructuring.

Deferred  revenue  as  of September 30, 2000 decreased by $431,000 to $6,146,000
from  $6,577,000  reported  as  of  December  31,  1999.  The  Company  has  a
concentration  of calendar year annual customer support contracts with January 1
start  dates,  which  typically  results  in  quarterly  changes to the deferred
revenue  balance.

Advanced  billings  as  of September 30, 2000 declined by $239,000 to $1,148,000
from  the 1999 year end balance of $1,387,000.  The decline in new systems sales
bookings  and  implementations during 2000 resulted in a lower level of customer
contract  deposits  and  advance  payments  received.

On  October 30, 2000 the Company renegotiated a new one year line of credit with
Silicon  Valley  Bank (the "Bank"), as a result of a breach of the quarterly net
income  covenant,  subject  to the Bank's customary collateral examination.  The
new  line  of  credit  is intended to provide for up to $3,000,000 of borrowings
based  on  a  maximum  advance  ratio  equal  to  85%  of qualified receivables,
$3,000,000  as  of  September 30, 2000, and an annual interest rate equal to the
Bank's  prime  rate  plus  two  and one half percent, twelve percent (12%) as of
September  30,  2000,  and  removes  all  prior  covenants in favor of a minimum
tangible  net worth covenant of no less than $3,000,000.  The Company's tangible
net  worth  as  of  September  30,  2000  was  $3,540,250.

During  the  first nine months of 2000 the Company received $155,000 in proceeds
from  the  exercise  of  director  and  employee  options,  and paid $120,000 in
dividends  on  the  Series  C  Preferred  Stock.

The Company intends to continue to enhance its product and service offerings and
to  seek market expansion opportunities beyond the recent product releases.  The
Company's  ability  to meet its future working capital requirements is dependent
on  the Company's ability to achieve profitable operations or to obtain suitable
additional  financing.


                                       12
<PAGE>

INFLATION  AND  CHANGING  PRICES
--------------------------------

The  Company  believes  inflation has not had a material effect on the Company's
operations  or  its financial condition.  Changing prices within the marketplace
could  have  a  material  effect upon the cost of materials sold and the related
price  of  software  and  hardware  sales.

FORWARD-LOOKING  STATEMENTS
---------------------------

This  report contains certain forward-looking statements, which are qualified by
the risks and uncertainties described from time to time in the Company's reports
filed  with  the Securities and Exchange Commission, including the Annual Report
on  Form  10-K  for  the  fiscal  year  ended  December  31,  1999.

RECENT  ACCOUNTING  PRONOUNCEMENTS
----------------------------------

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities"  ("SFAS 133").  SFAS 133 requires companies to recognize
all  derivative  contracts  as either assets or liabilities in the balance sheet
and  to  measure  them  at  fair  value.  SFAS  133,  as amended by SFAS 137, is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
Historically, we have not entered into derivative contracts and do not expect to
have  any  derivative or hedging activities in the future.  Accordingly SFAS 133
is  not  expected  to  affect  our  financial  statements.

During the fourth quarter of 1999, the Securities and Exchange Commission issued
Staff  Accounting  Bulletin  ("SAB")  No. 101, "Revenue Recognition in Financial
Statements."  The  provisions of SAB No. 101 are required to be adopted no later
than  the  fourth  quarter of the fiscal year beginning after December 15, 1999.
Management  believes  that  SAB  No. 101 does not materially alter the Company's
revenue  recognition  methods.

In  March  2000,  the Financial Accounting Standards Board issued Interpretation
No.  44  ("FIN  44),  Accounting  for  Certain  Transactions  Involving  Stock
Compensation,  and  Interpretation  of  APB Opinion No. 25. FIN 44 clarifies the
application of Opinion No. 25 for (a) the definition of employee for purposes of
applying  Opinion  No.  25,  (b)  the  criteria  for  determining whether a plan
qualifies  as a noncompensatory plan, (c) the accounting consequences of various
modification  to  the terms of a previously fixed stock option or award, and (d)
the  accounting  for  an  exchange  of  stock  compensation awards in a business
combination.  FIN  44  is  effective July 2, 2000, but certain conclusions cover
specific  events  that occur after either December 15, 1998 or January 12, 2000.
Management believes that the impact of FIN 44 will not have a material effect on
the  Company's  financial  position  or  results  of  operations.


                                       13
<PAGE>
PART  II.          OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS
None

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS
The  information  required by this item is incorporated by reference to footnote
(B)  of  the  condensed  financial  statements  included  in  Part  I  herein.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES
The  information  required by this item is incorporated by reference to footnote
(C)  of  the  condensed  financial  statements  included  in  Part  I  herein.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITIES  HOLDERs
     None

ITEM  5.     OTHER  INFORMATION

     None

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits:

            None

     (b)   Reports  on  Form  8-K:

             None


                                       14
<PAGE>
                                   SIGNATURES


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



                                       DYNAMIC  HEALTHCARE  TECHNOLOGIES,  INC.
                                       ----------------------------------------
                                       (Registrant)





Date:      October  31,  2000          /S/MITCHEL  J.  LASKEY
           ------------------          ----------------------
                                       Mitchel  J.  Laskey
                                       President,  CEO  and  Treasurer



Date:      October  31,  2000          /S/PAUL  S.  GLOVER
           ------------------          -------------------
                                       Paul  S.  Glover
                                       Vice  President  of  Finance,
                                       CFO  and  Secretary


                                       15
<PAGE>



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