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): July 14, 2005
                                                  ----------------------------
                                                                              

                           Netsmart Technologies, Inc.
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             (Exact name of registrant as specified in its charter)

  Delaware                           0-21177                      13-3680154
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(State or other                    (Commission                  (IRS Employer
 jurisdiction of                   File Number)                 Identification
 incorporation)                                                 Number)

3500 Sunrise Highway, Suite D-122, Great River, New York             11739
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(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number including area code:     (631) 968-2000
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                                       N/A
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          (Former name or former address, if changed since last report)

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:

9 Written  communications  pursuant to Rule 425 under the Securities Act (17 CFR
  230.425)
9 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240
  .14a-12)
9 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange 
  Act (17 CFR 240.14d-2(b))
9 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange 
  Act (17 CFR 240.13e-4(c))




ITEM 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     At the 2005  Annual  Meeting of  Stockholders  held on July 14,  2005,  the
stockholders  of the Registrant  approved the 2001 Long-Term  Incentive Plan, as
Amended (the "Plan").

     The  principal  features  of the Plan are  summarized  in the  Registrant's
definitive proxy statement filed with the Securities and Exchange  Commission on
May 26, 2005 in connection with the 2005 Annual Meeting, as amended by the Board
of Directors of  Registrant on June 16, 2005 and described in the Form 8-K filed
with the Commission on June 21, 2005



                                      -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.


                           Netsmart Technologies, Inc.

                           By:/s/James L. Conway
                              -------------------------------------------------
                              James L. Conway
                              Chairman of the Board and Chief Executive Officer



Date:  July 14, 2005