UNITED STATES
                       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: December 24, 1998)

                            BCAM INTERNATIONAL, INC.
      ---------------------------------------------------------------------
             (exact name of registrant as specified in its charter)

         NEW YORK                    0-10420                   13-3228375
----------------------------   ----------------------   ------------------------
(State or other jurisdiction  (Commission File Number)  (IRS Employer
 of incorporation)                                       Identification Number

                1800 WALT WHITMAN ROAD, MELVILLE, NEW YORK    11747
--------------------------------------------------------------------------------
      (Address of principal executive office)               (Zip code)

       Registrant's telephone number, including area code: (516) 752-3550


--------------------------------------------------------------------------------
             (Former name or address, if changed since last report)
<PAGE>

Item 5. Other events

      On December 24, 1998, the Company and the investors in an April 1998
private placement of equity securities agreed to amend the subscription
agreement with respect to the operation of the "repricing" provisions. Under the
April 1998 agreement, the number of shares issuable to these investors are
"repriced" pursuant to a schedule initially in four $300,000 increments and then
in four $200,000 increments on eight occasions commencing on August 13, 1998
(the effective date of a registration statement covering the shares) and again
60 days later and then in 30 day intervals. On such dates, the investors were to
receive the additional number of shares, if any, that result from the difference
between the number of shares actually issued and the number of shares which
would have been issued using a 23% discount to the market price, as defined, at
the time of the "reset". The operation of this provision could result in
significantly greater number of shares being issued. In August 1998, 436,047
shares were issued in connection with the reset provision and very significant
additional shares would be required to be issued in the October, November and
December 1998 reset dates.

      The Company estimates that in excess of 5,000,000 additional shares of
common stock would have been required to be issued to these investors had the
Company not amended the agreement with the investors.

      The December 24, 1998 amendment to the subscription agreement with these
investors has four principal effects (i) the August, October, November and
December 1998 resets are eliminated in favor of new resets which will begin on
January 1, 1999, (ii) the discount from market used to measure the resets is
increased from 23% to 27% (iii) a ceiling price was established of $0.75 and
(iv) certain penalties under the agreement are waived. Under the amended
agreement, the investors, at their option, may reprice up 12 1/2% of the amount
invested (an aggregate of $250,000 based upon the original $2,000,000 invested
in April 1998) on the first of each month beginning with January 1, 1999. Any
amounts not "repriced" in any month may be carried over to any future month
without limitation.

In connection with the amendment, the Company, will issue additional shares to
the investors to bring the total shares from 1,980,198 originally invested up to
2,666,667 shares based upon the ceiling price in the amendment.

Based upon preliminary information, the January 1, 1999 "reset" of 12 1/2% of
the $2,000,000 offering, if elected by the investors, could result in the
issuance of additional common shares in excess of approximately 2,700,000 shares
to these investors.

The reader is referred to Exhibit 10.1 for a more complete description of the
amendment.

Exhibits:

      10.1 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT DATED AS OF DECEMBER 24,
1998.
<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.

                                    BCAM INTERNATIONAL, INC.


                                    By: /s/ Michael Strauss
                                        -----------------------------------
                                        Michael Strauss, President
                                        Chairman of the Board and
                                        Chief Executive Officer

Date: January 11, 1999
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UNITED STATES
                       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: December 24, 1998)

                            BCAM INTERNATIONAL, INC.
      ---------------------------------------------------------------------
             (exact name of registrant as specified in its charter)

         NEW YORK                    0-10420                   13-3228375
----------------------------   ----------------------   ------------------------
(State or other jurisdiction  (Commission File Number)  (IRS Employer
 of incorporation)                                       Identification Number

                1800 WALT WHITMAN ROAD, MELVILLE, NEW YORK    11747
--------------------------------------------------------------------------------
      (Address of principal executive office)               (Zip code)

       Registrant's telephone number, including area code: (516) 752-3550

--------------------------------------------------------------------------------
             (Former name or address, if changed since last report)
Item 5. Other events

      On December 24, 1998, the Company and the investors in an April 1998
private placement of equity securities agreed to amend the subscription
agreement with respect to the operation of the "repricing" provisions. Under the
April 1998 agreement, the number of shares issuable to these investors are
"repriced" pursuant to a schedule initially in four $300,000 increments and then
in four $200,000 increments on eight occasions commencing on August 13, 1998
(the effective date of a registration statement covering the shares) and again
60 days later and then in 30 day intervals. On such dates, the investors were to
receive the additional number of shares, if any, that result from the difference
between the number of shares actually issued and the number of shares which
would have been issued using a 23% discount to the market price, as defined, at
the time of the "reset". The operation of this provision could result in
significantly greater number of shares being issued. In August 1998, 436,047
shares were issued in connection with the reset provision and very significant
additional shares would be required to be issued in the October, November and
December 1998 reset dates.

      The Company estimates that in excess of 5,000,000 additional shares of
common stock would have been required to be issued to these investors had the
Company not amended the agreement with the investors.

      The December 24, 1998 amendment to the subscription agreement with these
investors has four principal effects (i) the August, October, November and
December 1998 resets are eliminated in favor of new resets which will begin on
January 1, 1999, (ii) the discount from market used to measure the resets is
increased from 23% to 27% (iii) a ceiling price was established of $0.75 and
(iv) certain penalties under the agreement are waived. Under the amended
agreement, the investors, at their option, may reprice up 12 1/2% of the amount
invested (an aggregate of $250,000 based upon the original $2,000,000 invested
in April 1998) on the first of each month beginning with January 1, 1999. Any
amounts not "repriced" in any month may be carried over to any future month
without limitation.

In connection with the amendment, the Company, will issue additional shares to
the investors to bring the total shares from 1,980,198 originally invested up to
2,666,667 shares based upon the ceiling price in the amendment.

Based upon preliminary information, the January 1, 1999 "reset" of 12 1/2% of
the $2,000,000 offering, if elected by the investors, could result in the
issuance of additional common shares in excess of approximately 2,700,000 shares
to these investors.

The reader is referred to Exhibit 10.1 for a more complete description of the
amendment.

Exhibits:

      10.1 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT DATED AS OF DECEMBER 24,
1998.
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.

                                    BCAM INTERNATIONAL, INC.

                                    By: /s/ Michael Strauss
                                        -----------------------------------
                                        Michael Strauss, President
                                        Chairman of the Board and
                                        Chief Executive Officer

Date: January 11, 1999