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



                                Cotelligent, Inc.
                         -------------------------------
             (Exact name of registrant as specified in its charter)


                                  June 28, 1999
                            --------------------------

                Date of Report (Date of earliest event reported)



        Delaware                     0-25372                 94-3173918
--------------------------        ------------           -------------------
(State or other juris-            (Commission            (I.R.S. Employer
 diction of incorporation)        File Number)           Identification No.)



101 California Street - Suite 2050, San Francisco, CA          94111
----------------------------------------------------------------------
 (Address of principal executive offices)                   (Zip Code)



                                 (415) 439-6400
                       ---------------------------------
              (Registrant's telephone number, including area code)


<PAGE>


Item 5.  Other Events.

On June 28,  1999,  Cotelligent,  Inc.  (the  "Company")  entered into the first
amendment (the "First  Amendment") to its Amended and Restated Credit Agreement,
dated March 12, 1999,  among the Company,  its consolidated  subsidiaries,  Bank
Boston N.A.,  as  administrative  agent,  letter of credit  issuer and swingline
lender,  and the other  banks and  financial  institutions  party  thereto  (the
"Credit  Agreement").  The First  Amendment (i) added the  requirement  that the
Company  obtain  the  consent  of a  majority  of the  lenders  under the Credit
Agreement if the Company makes a "Restricted Payment";  (ii) changed the minimum
net worth covenant,  for each fiscal quarter, from $97,006,500 (plus 100% of the
positive  increase in net worth from  acquisitions  closing after June 30, 1999,
plus 75% of the positive net income beginning  January 1, 1999, plus 100% of the
net proceeds from the issuance of capital stock on or after January 1, 1999) to:
after July 1, 1999,  95% of the  Company's  net worth as of June 30,  1999 (plus
100% of the positive  increase in net worth from  acquisitions,  plus 75% of the
positive net income  beginning July 1, 1999,  plus 100% of the net proceeds from
the issuance of capital  stock on or after July 1, 1999);  and (iii) added a new
covenant that the Company's net loss for the June 1999 fiscal  quarter could not
be more than $18,000,000.


On November 15, 1999, the Company entered into the second amendment (the "Second
Amendment")  to the Credit  Agreement.  The Second  Amendment  (i) permitted the
Company to borrow  against  its  revolving  acquisition  facility to pay certain
earn-out payments in accordance with certain existing asset purchase  agreements
("Earn-out Payments");  (ii) permitted the Company to borrow under its revolving
acquisition  facility for any fiscal  quarter  after June 30, 2000  (A) upon the
approval  of  100% of the  lenders,  if  EBITDA  is  equal  to or  greater  than
$7,500,000  or (B) upon the approval of a majority of the lenders,  if EBITDA is
equal to or greater than $7,500,000 and the Company has demonstrated  compliance
with all financial covenants set forth in the Credit Agreement;  (iii) permitted
the Company to use proceeds from its working  capital  facility to make Earn-out
Payments;  (iv) added the covenant  that all late  payments and all payments due
after an event of default  under the Credit  Agreement  shall bear interest at a
higher " post-default"  rate; (v) provided for higher commitment fees to be paid
to the lenders based on unused portions of the committed  facility (such fees to
be raised or lowered in  relation  to the amount of the  current  funded debt to
EBITDA ratio); (vi) required mandatory prepayments under the Credit Agreement if
the Company  disposes of assets  resulting in net  proceeds  equal to or greater
than $1,000,000;  (vii) required that the Company provide  financial  reports to
the lenders on a monthly basis and provide  financial  reports to the lenders at
the same time such reports are delivered to the recipients of Earn-out Payments;
(viii) permitted the Company to make Earn-out  Payments on the condition that it
either:  (A)  negotiate a payment  schedule for Earn-out  Payments in accordance
with  a  calculation  based  on  the  Company's  EBITDA;  or  (B)  enter  into a
subordinated debt facility or issue capital stock under terms acceptable to 100%
of the lenders; (ix) required the Company to maintain its bank accounts with one
of the lenders; (x) prohibited the Company from making Restricted Payments; (xi)
revised certain  financial  covenants and suspended their  application until the
fiscal  quarter  ending on December 31, 2000;  (xii) required that the Company's
net income and EBIT be greater  than  $1.00  beginning  with the fiscal  quarter
ending  December 31, 1999 through the fiscal quarter ending  September 30, 2000;
(xii) set minimum levels for the Company's EBITDA for the fiscal quarters ending
September  30, 1999 through  September 30, 2000;  (xiii) added a modified  quick
ratio (the ratio of cash plus accounts  receivable to current  liabilities  plus
working  capital  commitment  usage of all lenders) of 1.10:1.00  for the months
ending  October 31,  1999  through  September  30,  2000;  (xiv) added a maximum
capital  expenditures  covenant limiting capital  expenditures to $2,750,000 for
two-quarter rolling periods, beginning on the fiscal quarter ending December 31,
1999 through September 30, 2000; (xv) limited payments of Earn-out Payments with
respect to one asset purchase  transaction to the latest  possible due date; and
(xvi) changed the definition of majority lenders from 51% to 66 2/3%.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

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

        99.1      First Amendment  to Amended and Restated Senior Secured Credit
                                             Agreement


        99.2      Second Amendment to Amended and Restated Senior Secured Credit
                                              Agreement
                                       2
<PAGE>

                                    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.


                                                         COTELLIGENT, INC.
                                                         (Registrant)



Dated:  December 6, 1999                         By:     /S/ James R. Lavelle
                                                         -----------------------
                                                         James R. Lavelle
                                                         Chief Executive Officer
                                       3

<PAGE>
                                  EXHIBIT INDEX



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

99.1                 First Amendment to Amended and Restated Senior
                     Secured Credit Agreement dated as of June 28, 1999
                     by and among Cotelligent, Inc., the Co-Borrowers
                     and Lenders set forth therein, and BankBoston N.A.

99.2                 Second Amendment to Amended and Restated Senior
                     Secured Credit Agreement dated as of November 15, 1999
                     by and among Cotelligent, Inc., the Co-Borrowers and
                     Lenders set forth therein, and BankBoston N.A.

                                        4
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{"company-data": {"conformed-name": "COTELLIGENT INC", "cik": "0001004963", "assigned-sic": "7373", "irs-number": "943173918", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27412", "film-number": "99769134"}, "business-address": {"street1": "101 CALIFORNIA ST", "street2": "STE 2050", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4154396400"}, "mail-address": {"street1": "101 CALIFORNIA ST", "street2": "STE 2050", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111"}, "former-company": {"former-conformed-name": "COTELLIGENT GROUP INC", "date-changed": "19951214"}}
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

                                Cotelligent, Inc.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

                                  June 28, 1999
                            --------------------------

                Date of Report (Date of earliest event reported)

        Delaware                     0-25372                 94-3173918
--------------------------        ------------           -------------------
(State or other juris-            (Commission            (I.R.S. Employer
 diction of incorporation)        File Number)           Identification No.)

101 California Street - Suite 2050, San Francisco, CA          94111
----------------------------------------------------------------------
 (Address of principal executive offices)                   (Zip Code)

                                 (415) 439-6400
                       ---------------------------------
              (Registrant's telephone number, including area code)
Item 5.  Other Events.

On June 28,  1999,  Cotelligent,  Inc.  (the  "Company")  entered into the first
amendment (the "First  Amendment") to its Amended and Restated Credit Agreement,
dated March 12, 1999,  among the Company,  its consolidated  subsidiaries,  Bank
Boston N.A.,  as  administrative  agent,  letter of credit  issuer and swingline
lender,  and the other  banks and  financial  institutions  party  thereto  (the
"Credit  Agreement").  The First  Amendment (i) added the  requirement  that the
Company  obtain  the  consent  of a  majority  of the  lenders  under the Credit
Agreement if the Company makes a "Restricted Payment";  (ii) changed the minimum
net worth covenant,  for each fiscal quarter, from $97,006,500 (plus 100% of the
positive  increase in net worth from  acquisitions  closing after June 30, 1999,
plus 75% of the positive net income beginning  January 1, 1999, plus 100% of the
net proceeds from the issuance of capital stock on or after January 1, 1999) to:
after July 1, 1999,  95% of the  Company's  net worth as of June 30,  1999 (plus
100% of the positive  increase in net worth from  acquisitions,  plus 75% of the
positive net income  beginning July 1, 1999,  plus 100% of the net proceeds from
the issuance of capital  stock on or after July 1, 1999);  and (iii) added a new
covenant that the Company's net loss for the June 1999 fiscal  quarter could not
be more than $18,000,000.

On November 15, 1999, the Company entered into the second amendment (the "Second
Amendment")  to the Credit  Agreement.  The Second  Amendment  (i) permitted the
Company to borrow  against  its  revolving  acquisition  facility to pay certain
earn-out payments in accordance with certain existing asset purchase  agreements
("Earn-out Payments");  (ii) permitted the Company to borrow under its revolving
acquisition  facility for any fiscal  quarter  after June 30, 2000  (A) upon the
approval  of  100% of the  lenders,  if  EBITDA  is  equal  to or  greater  than
$7,500,000  or (B) upon the approval of a majority of the lenders,  if EBITDA is
equal to or greater than $7,500,000 and the Company has demonstrated  compliance
with all financial covenants set forth in the Credit Agreement;  (iii) permitted
the Company to use proceeds from its working  capital  facility to make Earn-out
Payments;  (iv) added the covenant  that all late  payments and all payments due
after an event of default  under the Credit  Agreement  shall bear interest at a
higher " post-default"  rate; (v) provided for higher commitment fees to be paid
to the lenders based on unused portions of the committed  facility (such fees to
be raised or lowered in  relation  to the amount of the  current  funded debt to
EBITDA ratio); (vi) required mandatory prepayments under the Credit Agreement if
the Company  disposes of assets  resulting in net  proceeds  equal to or greater
than $1,000,000;  (vii) required that the Company provide  financial  reports to
the lenders on a monthly basis and provide  financial  reports to the lenders at
the same time such reports are delivered to the recipients of Earn-out Payments;
(viii) permitted the Company to make Earn-out  Payments on the condition that it
either:  (A)  negotiate a payment  schedule for Earn-out  Payments in accordance
with  a  calculation  based  on  the  Company's  EBITDA;  or  (B)  enter  into a
subordinated debt facility or issue capital stock under terms acceptable to 100%
of the lenders; (ix) required the Company to maintain its bank accounts with one
of the lenders; (x) prohibited the Company from making Restricted Payments; (xi)
revised certain  financial  covenants and suspended their  application until the
fiscal  quarter  ending on December 31, 2000;  (xii) required that the Company's
net income and EBIT be greater  than  $1.00  beginning  with the fiscal  quarter
ending  December 31, 1999 through the fiscal quarter ending  September 30, 2000;
(xii) set minimum levels for the Company's EBITDA for the fiscal quarters ending
September  30, 1999 through  September 30, 2000;  (xiii) added a modified  quick
ratio (the ratio of cash plus accounts  receivable to current  liabilities  plus
working  capital  commitment  usage of all lenders) of 1.10:1.00  for the months
ending  October 31,  1999  through  September  30,  2000;  (xiv) added a maximum
capital  expenditures  covenant limiting capital  expenditures to $2,750,000 for
two-quarter rolling periods, beginning on the fiscal quarter ending December 31,
1999 through September 30, 2000; (xv) limited payments of Earn-out Payments with
respect to one asset purchase  transaction to the latest  possible due date; and
(xvi) changed the definition of majority lenders from 51% to 66 2/3%.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

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

        99.1      First Amendment  to Amended and Restated Senior Secured Credit
                                             Agreement

        99.2      Second Amendment to Amended and Restated Senior Secured Credit
                                              Agreement
                                       2
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.

                                                         COTELLIGENT, INC.
                                                         (Registrant)

Dated:  December 6, 1999                         By:     /S/ James R. Lavelle
                                                         -----------------------
                                                         James R. Lavelle
                                                         Chief Executive Officer
                                       3
EXHIBIT INDEX

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

99.1                 First Amendment to Amended and Restated Senior
                     Secured Credit Agreement dated as of June 28, 1999
                     by and among Cotelligent, Inc., the Co-Borrowers
                     and Lenders set forth therein, and BankBoston N.A.

99.2                 Second Amendment to Amended and Restated Senior
                     Secured Credit Agreement dated as of November 15, 1999
                     by and among Cotelligent, Inc., the Co-Borrowers and
                     Lenders set forth therein, and BankBoston N.A.

                                        4