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<SEC-DOCUMENT>0001021771-05-000002.txt : 20050110
<SEC-HEADER>0001021771-05-000002.hdr.sgml : 20050110
<ACCEPTANCE-DATETIME>20050110151643
ACCESSION NUMBER:		0001021771-05-000002
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050105
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050110
DATE AS OF CHANGE:		20050110

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DCAP GROUP INC/
		CENTRAL INDEX KEY:			0000033992
		STANDARD INDUSTRIAL CLASSIFICATION:	INSURANCE AGENTS BROKERS & SERVICES [6411]
		IRS NUMBER:				362476480
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01665
		FILM NUMBER:		05520818

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8k0105.txt
<DESCRIPTION>FORM 8-K - JANUARY 5, 2005
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                         Date of Report: January 5, 2005
                        (Date of earliest event reported)


                                DCAP GROUP, INC.
               (Exact Name of Registrant as Specified in Charter)


        Delaware                           0-1665                36-2476480
- ----------------------------  --------------------- ----------------------------
(State or Other Jurisdiction  (Commission File No.) (IRS Employer Identification
of Incorporation)                                    Number)


                        1158 Broadway, Hewlett, NY         11557
                        ------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (516) 374-7600

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     _____     Written communications  pursuant to Rule 425 under the Securities
               Act (17 CFR 230.425)

     _____     Soliciting  material  pursuant to Rule 14a-12  under the Exchange
               Act (17 CFR 240.14a-12)

     _____     Pre-commencement  communications  pursuant to Rule 14d-2(b) under
               the Exchange Act (17 CFR 240.14d-2(b))

     _____     Pre-commencement  communications  pursuant to Rule 13e-4(c) under
               the Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 5.03.     Amendments  to Articles  of  Incorporation  or Bylaws;  Change in
               Fiscal Year.

     On  January  5, 2005,  the Board of  Directors  of DCAP  Group,  Inc.  (the
"Company")  amended the By-Laws of the Company to provide that a director of the
Company  will be deemed to have  resigned  in the event  that he is absent  from
seven  Board  meetings  during the period  between  any two annual  meetings  of
stockholders,  unless the Board of Directors  determines that one or more of the
absences was excusable.  The By-Laws previously provided that a director will be
deemed to have resigned effective January 1 of a given year in the event that he
failed to attend at least  two-thirds  of all meetings of the Board of Directors
during the preceding  calendar  year,  unless the Board of Directors  determined
that all excess absences was excusable.

     The Board of Directors  also adopted an amendment to the Company's  By-Laws
that made certain  Board of  Directors  notice and other  procedural  provisions
applicable to committees of the Board.

Item 9.01.     Financial Statements and Exhibits.

(c)            Exhibits

               3 Amendments to By-Laws.

<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.

                                            DCAP GROUP, INC.


Dated:  January 10, 2005                   By: /s/ Barry B. Goldstein
                                               -----------------------------
                                               Barry B. Goldstein
                                               President




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>ex3.txt
<DESCRIPTION>AMENDMENTS TO BY-LAWS
<TEXT>
                                DCAP GROUP, INC.

                    (Amendments made to Amended and Restated
                    By-Laws effective as of January 5, 2005)

Paragraph 2 of Section 1 of Article III has been revised to read as follows:

     "In the event that,  during any period  beginning with the adjournment of a
particular annual meeting of the stockholders of the corporation and ending with
the  commencement  of the following  annual meeting of the  stockholders  of the
corporation,  a director  shall be absent from (due to his failure to be present
in  person  or by  conference  telephone)  seven  (7)  meetings  of the board of
directors of the  corporation,  then,  effective  with the missed  seventh (7th)
meeting,  he shall thereupon be deemed to have resigned as a director unless the
board of directors shall determine, in its sole discretion,  that one or more of
the  absences  was  excusable.  With regard to any such  meeting of the board of
directors held for the purpose of  determining  whether one or more absences was
excusable (among possible other  purposes),  unless the chairman of the board or
the president determines otherwise, the subject individual shall not be entitled
to notice  thereof and shall not be  entitled  to attend.  In the event that the
board of  directors  determines  that an absence  from a  particular  meeting or
meetings was excusable,  then,  for purposes  hereof only, the director shall be
deemed to have  attended  the  particular  meeting(s).  The  provisions  of this
paragraph shall apply to meetings missed after November 24, 2004."

Section 9 of Article III has been revised to read as follows:

     "Section 9. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the board of directors may be taken without a meeting, if prior to such action a
written  consent  thereto is signed by all members of the board and such written
consent is filed with the minutes of proceedings of the board."

Article III has been amended to include the following sections:

     "Section 12. Each  committee may hold  meetings,  both regular and special,
either within or without the State of Delaware.

     Section 13.  Regular  meetings of each committee may be held without notice
at such time and at such place as shall from time to time be  determined by such
committee.

     Section 14.  Special  meetings of a committee may be called by the chairman
of the  committee  on one (1) day's  notice  to each  committee  member,  either
personally,  by overnight  mail,  by telegram,  by e-mail,  by  telecopier or by
telephone.  For purposes hereof,  one (1) day's notice shall be satisfied by the
delivery of such notice as shall result in the committee member receiving notice
by 5:00 p.m.,

<PAGE>

New York City time,  on the day  immediately  preceding  the date of the meeting
(provided  that the time of the meeting is no earlier  than 8:00 a.m.,  New York
City time).

     Section 15. At all  meetings of a  committee,  a majority of the  committee
members shall constitute a quorum for the transaction of business and the act of
a majority of the committee  members  present at any meeting at which there is a
quorum  shall be the act of the  committee.  If a quorum shall not be present at
any meeting of a committee,  the committee  members  present thereat may adjourn
the meeting from time to time,  without  notice other than  announcement  at the
meeting, until a quorum shall be present.

     Section 16. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
a committee  may be taken  without a meeting,  if prior to such action a written
consent  thereto is signed by all members of such  committee,  and such  written
consent is filed with the minutes of proceedings of the committee."

     Section 12 of the By-Laws was renumbered as "Section 17".

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