8-K

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

                                    FORM 8-K

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

Date of Report (Date of earliest event reported): September 23,
1998


                              GILMAN & CIOCIA, INC.
             (Exact Name of Registrant as Specified in its charter)

                                                                                  
      Delaware                                        000-22996                            11-2587324
(State or jurisdiction                               Commission                         (I.R.S.Employer
of incorporation or                                  file                               Identification
organization)                                        number                             No.)


475 Northern Boulevard, Great Neck                                                         11021
(Address of principal executive offices)                                                (Zip Code)



                                 (516) 482-4860
              (Registrant's Telephone Number, Including Area Code)
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ITEM 5.           OTHER EVENTS.

         Pursuant to the Warrant Agreement (the "Warrant Agreement") dated
December 12, 1994 by and between Gilman & Ciocia, Inc., a Delaware corporation
(the "Registrant"), and Corporate Stock Transfer, Inc., a Colorado corporation,
as warrant agent, as amended July 31, 1997, the Registrant has 558,609
Redeemable Public Warrants (the "Warrants") outstanding. Each warrant entitles
the holder to purchase one share of the Registrant's common stock, par value
$0.01 per share, for a purchase price of $4.67 a share. The Warrant Agreement
provides for the expiration of the warrants at the earlier of September 9, 1997,
or the redemption date as set forth in section 8 of the Warrant Agreement. The
expiration date of the warrants was extended to the earlier of 5:00 p.m. (New
York time) on September 9, 1998 or the redemption date as set forth in section 8
of the Warrant Agreement by Amendment No. 1 to the Warrant Agreement dated July
31, 1997 and to the earlier of 5:00 p.m. (New York time) on September 28, 1998
or the redemption date as set forth in section 8 of the Warrant Agreement by
Amendment No. 2 to the Warrant Agreement dated August 31, 1998.

The Registrant again has amended the Warrant Agreement providing for an
extension of the expiration date of the warrants. The amendment provides that
the warrant expiration date shall be the earlier of 5:00 p.m. (New York time) on
October 30, 1998 or the redemption date as set forth in section 8 of the Warrant
Agreement.


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Item 7         (c)  Exhibits.



Exhibit No.                Description
- -----------                -----------

                        
         1                 Amendment No. 3 dated September 23, 1998 to
                           Warrant Agreement dated December 12, 1994.


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                                    SIGNATURE

         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, thereunto duly authorized.

Dated: September 23, 1998

                                            GILMAN & CIOCIA


                                            By:   /s/ Thomas Povinelli
                                                  ------------------------------
                                                  Thomas Povinelli
                                                  Chief Financial Officer


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                                EXHIBIT INDEX


Exhibit No.                    Description
- -----------                    -----------

  1                 Amendment No. 3 dated September 23, 1998 to
                    Warrant Agreement dated December 12, 1994.

EX-99.1

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                      AMENDMENT NO. 3 TO WARRANT AGREEMENT


         AMENDMENT dated September 23, 1998 to the warrant agreement (the
"Warrant Agreement") dated December 12, 1994 by and between Gilman & Ciocia,
Inc., a Delaware corporation (the "Company"), and Corporate Stock Transfer,
Inc., a Colorado corporation, as warrant agent ("Warrant Agent").


         WHEREAS, in connection with a public offering of 507,826 units
("Units"), each unit consisting of two (2) shares of the Company's Common Stock,
$.01 par value ("Common Stock"), and one (1) Redeemable Common Stock Purchase
Warrant, pursuant to an underwriting agreement (the "Underwriting Agreement")
dated December 9, 1994 between the Company and Patterson Travis, Inc.
("Patterson Travis"), and the issuance to Patterson Travis or its designees of
an Underwriter's Warrant to purchase 50,783 additional Units (the "Underwriter's
Warrant"), the Company issued 507,826 Common Stock Purchase Warrants
("Warrants") and may issue pursuant to the Underwriter's Warrant an additional
50,783 Warrants; and

         WHEREAS, the Company and the Warrant Agent desire to amend
the Warrant Agreement as set forth herein,

         NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions of the Warrants and the certificates representing the Warrants and
the respective rights and obligations thereunder of the Company, the holders of
certificates representing the Warrants and the Warrant Agent, the parties hereto
hereby agree as follows:


         Section 1(i) of the Warrant Agreement is hereby amended to read as
follows:

                  SECTION 1.  DEFINITIONS.

                  (i) "Warrant Expiration Date" shall mean 5:00 p.m. (New York
         time) on October 30, 1998, or the Redemption Date as defined in Section
         8, whichever is earlier; provided that if such date shall in the State
         of New York be a holiday or a day on which banks are authorized to
         close, then 5:00 p.m. (New York time) on the next following day that in
         the State of New York is not a holiday or a day on which banks are
         authorized to close. The foregoing sentence to the contrary
         notwithstanding, the Warrants subject to the Underwriter's Warrant
         shall not be redeemable except in the case of a demand for registration
         under paragraph 6(b) of the Underwriter's Warrant, as set forth in such
         paragraph 6(b).
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         This Amendment may be executed in several counterparts, which taken
together shall constitute a single document.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                        GILMAN & CIOCIA, INC.



                                        By:  /s/ Thomas Povinelli
                                             -----------------------------------
                                             Thomas Povinelli
                                             Chief Financial Officer

                                        CORPORATE STOCK TRANSFER, INC.



                                        By:  /s/ Carylyn Bell
                                             -----------------------------------
                                             Carylyn Bell
                                             President



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