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)


                                December 31, 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 November 15, 1999, the Company entered into the second amendment (the "Second
Amendment") to the Amended and Restated Credit Agreement,  dated March 12, 1999,
among  the  Company,   its  consolidated   subsidiaries,   BankBoston  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 Second Amendment,  among other  provisions,  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 and set
minimum levels for the Company's EBITDA for the fiscal quarters ending September
30, 1999 through  September 30, 2000.  The Company's net income and EBIT for the
quarter  ended  December  31, 1999 was not greater than $1.00 and the EBITDA for
the quarter ended December 31, 1999 did not meet the minimum levels  required by
the Second Amendment.

On December 22, 1999, the Company  entered into the third  amendment (the "Third
Amendment") to the Credit Agreement. The Third Amendment required the Company to
enter  into a  capital  transaction  on or  before  January  7, 2000 to fund the
earnout payment due to sellers pursuant to the agreement to purchase Information
System Resources ("ISR") or  alternatively,  to enter into an agreement with the
sellers of ISR with a revised payment schedule.  The Company has not yet entered
into a capital  transaction  for such  funding nor has it entered any  agreement
with the ISR sellers.

However,  on February  11,  2000,  however,  the Company  entered  into a letter
agreement with BankBoston N.A. whereby the lenders party to the Credit Agreement
(the  "Lenders")  agreed to waive the defaults set forth above through March 31,
2000.  The letter  agreement  also  amended  the Credit  Agreement  so as to (i)
terminate the  obligation  of the Lenders to make  available  certain  revolving
acquisition  loans, (ii) obligate the Company to deliver all cash presently held
and hereafter  generated by it and its  consolidated  subsidiaries to BankBoston
N.A.,  to be used for  satisfying  the  Company's  obligations  under the Credit
Agreement and (iii)  terminate  the Company's  ability to elect LIBOR Rate Loans
(as defined in the Credit Agreement).  In addition,  the Company agreed (a) that
no payments will be made to the ISR sellers from working  capital loans advanced
pursuant  to the Credit  Agreement  or from cash  generated  from the  Company's
business  and  any  such  payments  will  be  made  exclusively  from a  capital
transaction and (b) that any funds received from such a capital transaction will
be used to pay the ISR  sellers  (and the  sellers  due an earnout  payment as a
result of the  Company's  acquisition  of MD  Technology,  Inc.) in full and any
remaining  funds will be used  solely for  working  capital  and not for further
acquisitions. Subject to the foregoing, the Company is agreed to pay in full all
amounts  due to the ISR  sellers by March 5, 2000.  Finally,  the  parties  also
agreed to meet in order to negotiate a mutually acceptable forbearance agreement
by March 31, 2000.

                                       2

<PAGE>

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

     (c) Exhibits.

     Exhibit No.                           Exhibit
     -----------              ---------------------------------
        99.1                  Waiver dated February 11, 2000

                                       3
<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:  February 14, 2000            By:       /S/ James R Lavelle
                                               --------------------
                                               James R. Lavelle
                                               Chairman, Chief Executive Officer
                                               & President

                                       4


<PAGE>

                                  EXHIBIT INDEX


Exhibit No.                        Description                            Page
-----------  -------------------------------------------------------    --------
99.1         Waiver to Amended and Restated Senior Secured Credit
             Agreement, as amended, dated as of February 11, 2000
             by and among Cotelligent, Inc., Cotelligent USA, Inc.
             and BankBoston N.A.

                                       5
[{"type": "8-K", "sequence": "1", "description": "WAIVER- AMENDED/RESTATED CREDIT AGREEMENT", "secsgml_size_bytes": 6243}]
{"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": "541586"}, "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)

                                December 31, 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 November 15, 1999, the Company entered into the second amendment (the "Second
Amendment") to the Amended and Restated Credit Agreement,  dated March 12, 1999,
among  the  Company,   its  consolidated   subsidiaries,   BankBoston  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 Second Amendment,  among other  provisions,  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 and set
minimum levels for the Company's EBITDA for the fiscal quarters ending September
30, 1999 through  September 30, 2000.  The Company's net income and EBIT for the
quarter  ended  December  31, 1999 was not greater than $1.00 and the EBITDA for
the quarter ended December 31, 1999 did not meet the minimum levels  required by
the Second Amendment.

On December 22, 1999, the Company  entered into the third  amendment (the "Third
Amendment") to the Credit Agreement. The Third Amendment required the Company to
enter  into a  capital  transaction  on or  before  January  7, 2000 to fund the
earnout payment due to sellers pursuant to the agreement to purchase Information
System Resources ("ISR") or  alternatively,  to enter into an agreement with the
sellers of ISR with a revised payment schedule.  The Company has not yet entered
into a capital  transaction  for such  funding nor has it entered any  agreement
with the ISR sellers.

However,  on February  11,  2000,  however,  the Company  entered  into a letter
agreement with BankBoston N.A. whereby the lenders party to the Credit Agreement
(the  "Lenders")  agreed to waive the defaults set forth above through March 31,
2000.  The letter  agreement  also  amended  the Credit  Agreement  so as to (i)
terminate the  obligation  of the Lenders to make  available  certain  revolving
acquisition  loans, (ii) obligate the Company to deliver all cash presently held
and hereafter  generated by it and its  consolidated  subsidiaries to BankBoston
N.A.,  to be used for  satisfying  the  Company's  obligations  under the Credit
Agreement and (iii)  terminate  the Company's  ability to elect LIBOR Rate Loans
(as defined in the Credit Agreement).  In addition,  the Company agreed (a) that
no payments will be made to the ISR sellers from working  capital loans advanced
pursuant  to the Credit  Agreement  or from cash  generated  from the  Company's
business  and  any  such  payments  will  be  made  exclusively  from a  capital
transaction and (b) that any funds received from such a capital transaction will
be used to pay the ISR  sellers  (and the  sellers  due an earnout  payment as a
result of the  Company's  acquisition  of MD  Technology,  Inc.) in full and any
remaining  funds will be used  solely for  working  capital  and not for further
acquisitions. Subject to the foregoing, the Company is agreed to pay in full all
amounts  due to the ISR  sellers by March 5, 2000.  Finally,  the  parties  also
agreed to meet in order to negotiate a mutually acceptable forbearance agreement
by March 31, 2000.

                                       2
Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

     Exhibit No.                           Exhibit
     -----------              ---------------------------------
        99.1                  Waiver dated February 11, 2000

                                       3
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:  February 14, 2000            By:       /S/ James R Lavelle
                                               --------------------
                                               James R. Lavelle
                                               Chairman, Chief Executive Officer
                                               & President

                                       4
EXHIBIT INDEX

Exhibit No.                        Description                            Page
-----------  -------------------------------------------------------    --------
99.1         Waiver to Amended and Restated Senior Secured Credit
             Agreement, as amended, dated as of February 11, 2000
             by and among Cotelligent, Inc., Cotelligent USA, Inc.
             and BankBoston N.A.

                                       5