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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001021771-02-000028.txt : 20020529
<SEC-HEADER>0001021771-02-000028.hdr.sgml : 20020529
<ACCEPTANCE-DATETIME>20020529163227
ACCESSION NUMBER:		0001021771-02-000028
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20020529
GROUP MEMBERS:		BARRY GOLDSTEIN

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DCAP GROUP INC/
		CENTRAL INDEX KEY:			0000033992
		STANDARD INDUSTRIAL CLASSIFICATION:	HOTELS & MOTELS [7011]
		IRS NUMBER:				362476480
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-06552
		FILM NUMBER:		02664904

	BUSINESS ADDRESS:	
		STREET 1:		90 MERRICK AVE
		STREET 2:		9TH FLOOR
		CITY:			EAST MEADOW
		STATE:			NY
		ZIP:			11554
		BUSINESS PHONE:		5167946300

	MAIL ADDRESS:	
		STREET 1:		90 MERRICK AVE 9TH FLOOR
		STREET 2:		90 MERRICK AVE 9TH FLOOR
		CITY:			EAST MEADOW
		STATE:			NY
		ZIP:			11554

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EXTECH CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EXECUTIVE HOUSE INC
		DATE OF NAME CHANGE:	19911119

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GOLDSTEIN BARRY
		CENTRAL INDEX KEY:			0001023338

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		1158 BROADWAY
		CITY:			HEWLETT
		STATE:			NY
		ZIP:			11557
		BUSINESS PHONE:		5163747600

	MAIL ADDRESS:	
		STREET 1:		1158 BROADWAY
		CITY:			HEWLETT
		STATE:			NY
		ZIP:			11557
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>bg51502.txt
<DESCRIPTION>SCHEDULE 13D/A1
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                                DCAP Group, Inc.
                                (Name of Issuer)

                          Common Stock, $.01 Par Value
                         (Title of Class of Securities)

                                   233065 10 1
                                 (CUSIP Number)

                                 Barry Goldstein
                                  1158 Broadway
                             Hewlett, New York 11557
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  May 15, 2002
             (Date of Event Which Requires Filing of This Statement)

     If the Filing  person has  previously  filed a statement on Schedule 13G to
report the acquisition  which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                                Page 1 of 5 Pages


<PAGE>

                                  SCHEDULE 13D

CUSIP No.         233065 10 1


1.       Name of Reporting Person

         Barry Goldstein

2.       Check the appropriate box if a member of a group            (a) [    ]

                                                                     (b) [    ]
3.       SEC Use Only

4.       Source of Funds
         N/A

5.       Check box if disclosure of legal proceedings is required
         pursuant to items 2(d) or 2(e)                                  [    ]

6.       Citizenship or Place of Organization
         United States

Number of Shares           7.       Sole Voting Power
Beneficially Owned                  1,425,000
By Each Reporting
Person With                ----------------------------------------------
                           8.       Shared Voting Power
                                    0
                           ----------------------------------------------
                           9.       Sole Dispositive Power
                                    1,425,000
                           ----------------------------------------------
                           10.      Shared Dispositive Power
                                    0
11.      Aggregate Amount Beneficially Owned by Reporting Person
         1,425,000

12.      Check Box if the Aggregate Amount in Row (11) Excludes
         Certain Shares                                                  [    ]


13.      Percent of Class Represented by Amount in Row (11)
         11.2%

14.      Type of Reporting Person
         IN


<PAGE>

ITEM 1. SECURITY AND ISSUER.
        -------------------

     The  Reporting  Person is making this  statement  in reference to shares of
Common  Stock,  par value $.01 per share (the  "Common  Stock"),  of DCAP Group,
Inc.,  a Delaware  corporation  (the  "Company").  The address of the  principal
executive offices of the Company is 1158 Broadway, Hewlett, New York 11557.

ITEM 2. IDENTITY AND BACKGROUND.
        -----------------------

     (a) Name of Reporting Person:

          Barry Goldstein

     (b) Residence or business address:

          1158 Broadway
          Hewlett, New York 11557

     (c) The  Reporting  person  is  employed  as the Chief  Executive  Officer,
President,  Chairman of the Board,  Chief Financial Officer and Treasurer of the
Issuer.

     (d) The Reporting Person has not been convicted in a criminal proceeding in
the last five years.

     (e) The Reporting Person has not, during the last five years,  been a party
to a  civil  proceeding  of a  judicial  or  administrative  body  of  competent
jurisdiction  resulting in a judgment,  decree or final order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, federal or
state securities laws or finding any violation with respect to such laws.

     (f) The Reporting Person is a citizen of the United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
        -------------------------------------------------

          N/A

ITEM 4. PURPOSE OF TRANSACTION.
        ----------------------

     On May 15,  2002,  the Issuer  granted  the  Reporting  Person an option to
purchase  up to  1,000,000  shares of Common  Stock of the Issuer at an exercise
price of $.30 per share (the  "Option").  The Option is immediately  exercisable
and expires five years from the date of the grant.


<PAGE>

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
        ------------------------------------

     As of the date hereof,  the  Reporting  Person is the  beneficial  owner of
1,425,000 shares of Common Stock of the Company (or  approximately  11.2% of the
outstanding  Common Stock of the Company).  Of such number,  1,400,000 shares of
Common  Stock are  issuable  upon the  exercise  of options  that are  currently
exercisable,  5,000 shares are held by the  Reporting  Person's  minor child and
20,000  shares are held by a retirement  trust for the benefit of the  Reporting
Person. The Reporting Person disclaims  beneficial  ownership of the shares held
by his child and retirement trust. During the past 60 days, the Reporting Person
has not effected any transactions in the Common Stock of the Company.

ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR
        RELATIONSHIPS  WITH RESPECT TO SECURITIES OF THE ISSUER.
        -------------------------------------------------------

     See Item 5 hereof with respect to options held by the Reporting Person.


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
        --------------------------------

        (1) Option Agreement,  dated as of May 15, 2002, between the Reporting
     Person and the Issuer.*

______________________
* Filed herewith.

<PAGE>


                                   SIGNATURES


     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the  information set forth in this statement with respect to myself
is true, complete and correct.


Dated: May 28, 2002
                                                        /s/ Barry Goldstein
                                                        ----------------------
                                                        Barry Goldstein

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>bgsoa502.txt
<DESCRIPTION>OPTION AGREEMENT
<TEXT>
     STOCK  OPTION  AGREEMENT,  entered  into as of the 15th  day of May,  2002,
between DCAP GROUP,  INC., a Delaware  corporation  (the  "Company"),  and BARRY
GOLDSTEIN (the "Optionee").

     WHEREAS,  the Optionee is an employee of the Company and is a member of the
Board of Directors of the Company and its subsidiaries thereof; and

     WHEREAS,  the  Company  desires to provide to the  Optionee  an  additional
incentive to promote the success of the Company.

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  the Company hereby
grants to the  Optionee  the right and option to purchase  Common  Shares of the
Company under and pursuant to the terms and  conditions  of the  Company's  1998
Stock Option Plan (the "Plan") and upon the following terms and conditions:

     1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to One Million (1,000,000) Common Shares of
the Company  (the  "Option  Shares")  during the period  commencing  on the date
hereof and terminating at 5:00 P.M. on May 15, 2007 (the ""Expiration Date").

     2. NATURE OF OPTION. The Option is not intended to meet the requirements of
Section  422 of the  Internal  Revenue  Code of 1986,  as  amended,  relating to
"incentive stock options."

     3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
Thirty  Cents ($.30) (the "Option  Price").  The Company  shall pay all original
issue or transfer taxes on the exercise of the Option.

     4. EXERCISE OF OPTIONS.  The Option shall be exercised in  accordance  with
the provisions of the Plan. As soon as  practicable  after the receipt of notice
of exercise  and payment of the Option  Price as provided  for in the Plan,  the
Company shall tender to the Optionee a certificate issued in the Optionee's name
evidencing the number of Option Shares covered thereby.

     5. TRANSFERABILITY. The Option shall not be transferable other than by will
or the laws of descent and  distribution  and,  during the Optionee's  lifetime,
shall not be exercisable by any person other than the Optionee.

     6. TERMINATION OF EMPLOYMENT. The Option shall remain exercisable until the
Expiration  Date  notwithstanding  any termination or cessation of employment or
other   association  with  the  Company  or  its  subsidiaries  for  any  reason
whatsoever.

     7.  INCORPORATION  BY REFERENCE.  The terms and  conditions of the Plan are
hereby incorporated by reference and made a part hereof.

<PAGE>

     8. NOTICES.  Any notice or other  communication  given  hereunder  shall be
deemed  sufficient if in writing and  delivered  personally or sent by facsimile
transmission,  overnight mail or courier or registered or certified mail, return
receipt  requested,  postage  prepaid,  addressed  to the  Company at 90 Merrick
Avenue,  9th Floor,  East  Meadow,  New York 11554,  Attention:  Secretary  (fax
number:  (516) 794-4529),  and to the Optionee at the address set forth below or
to such other address as either party may hereafter  designate in writing to the
other party in accordance with the provisions hereof. Notices shall be deemed to
have been given on the date of mailing or transmission, except notices of change
of address, which shall be deemed to have been given when received.

     9. BINDING  EFFECT.  This Stock Option  Agreement shall be binding upon and
inure  to  the  benefit  of  the  parties  hereto  and  their  respective  legal
representatives, successors and assigns.

     10. ENTIRE AGREEMENT. This Stock Option Agreement,  together with the Plan,
contains  the entire  understanding  of the parties  hereto with  respect to the
subject matter hereof and may be modified only by an instrument  executed by the
party sought to be charged.  No  amendment  on the part of the Company  shall be
valid unless approved by its Board of Directors.

     11.  GOVERNING LAW. This Stock Option  Agreement  shall be governed by, and
construed  in  accordance  with,  the laws of the State of New  York,  excluding
choice of law rules thereof.

     12. EXECUTION IN COUNTERPARTS.  This Stock Option Agreement may be executed
in  counterparts,  each of which shall be deemed to be an original,  but both of
which together shall constitute one and the same instrument.

     13.  FACSIMILE  SIGNATURES.  Signatures  hereon which are  transmitted  via
facsimile shall be deemed original signatures.

     14. INTERPRETATION; HEADINGS. The provisions of this Stock Option Agreement
shall be interpreted in a reasonable  manner to give effect to the intent of the
parties hereto.  The headings and captions under sections and paragraphs of this
Stock Option  Agreement are for  convenience of reference only and do not in any
way modify, interpret or construe the intent of the parties or affect any of the
provisions of this Stock Option Agreement.


       Remainder of Page Intentionally Left Blank. Signature Page Follows.

                                        2

<PAGE>

     IN WITNESS  WHEREOF,  the parties have executed this Stock Option Agreement
as of the day and year first above written.


                                  DCAP GROUP, INC.


                                  By: /s/ Morton L. Certilman
                                     ----------------------------------
                                     Morton L. Certilman, Secretary

                                  /s/ Barry Goldstein
                                  -------------------------------------
                                  Barry Goldstein

                                  P.O. Box 450
                                  Hewlett, New York  11557
                                  -------------------------------------
                                  Address

                                  (516) 374-4484
                                  -------------------------------------
                                  Fax Number

                                        3

<PAGE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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