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Amendment to a previously filed 8-K

8-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A



                                 CURRENT REPORT


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


Date of Report (Date of Earliest Event Reported):  April 28, 2003



                      FRONTLINE COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)


           Delaware                   001-15673           13-3950283
                                     (Commission
(State or other jurisdiction of     File Number)       (I.R.S. Employer
        incorporation)                                Identification No.)



                One Blue Hill Plaza, Pearl River, New York      10965
               (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code:    (845) 623-8553










Item 2. Acquisition or Disposition of Assets.


     On April 28, 2003, the Registrant executed an Addendum to the Amended and
Restated Stock Purchase Agreement dated April 3, 2003 between the Registrant,
Proyecciones y Ventas Organizadas, S.A. de C.V., Ventura Martinez del Rio, Jr.
and Ventura Martinez del Rio, Sr.


     Exhibit No.                  Description

          2.3         Addendum to Amended and Restated Stock Purchase Agreement 
                      between Frontline Communications Corporation,
                      Proyecciones y Ventas Organizadas, S.A., Ventura Martinez 
                      Del Rio, Sr. and Ventura Martinez Del Rio, Jr. dated
                      April 3, 2003.



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                  FRONTLINE COMMUNICATIONS CORPORATION
                                  (Registrant)

Dated:  May 6, 2003                By:  /s/ Stephen J. Cole-Hatchard
                                             --------------------------
                                             Stephen J. Cole-Hatchard
                                             Chief Executive Officer,
                                             President and Director








Exhibit 2.3


 ADDENDUM TO AMENDED AND RESTATED STOCK PURCHASE AND ACQUISITION AGREEMENT DATED
                                  APRIL 3, 2003

         This addendum dated as of April 28, 2003 (this "Addendum"), modifies
and supplements that certain Amended and Restated Stock Purchase and Acquisition
Agreement dated April 3, 2003 (the "Agreement"), by and among Frontline
Communications Corp. ("Frontline"), Proyecciones y Ventas Organizadas, S.A. de
C.V. ("Provo"), Ventura Martinez del Rio Requejo ("Requejo") and Ventura
Martinez del Rio Arrangoiz ("Arrangoiz"). Capitalized not specifically defined
herein, shall have the respective meanings ascribed to them in the Agreement.

         In the event of a conflict between the Agreement and this Addendum, the
terms of this Addendum shall control.

          1.   Page 3, Section 3.01(a) of the Agreement shall be amended by
               deleting it in its entirety and substituting it with the
               following:

              "(a)In return for the sale of all right, title and interest in the
              Provo Shares, Arrangoiz and Requejo will receive an aggregate
              total of two hundred and twenty thousand (220,000) shares of
              Series C Convertible Preferred Stock (the "Series C Preferred") of
              Buyer and said shares shall be fully paid, non-assessable and free
              of any and all Encumbrances. The parties agree that the
 purchase
              price for the Provo Shares shall be P$83.30 Mexican Pesos per
              share and that the exchange rate used for all transactions
              hereunder shall be P$10.66 Mexican Peso : US$1 Dollar.
              Consequently, the Mexican tax basis for the Series C Preferred
              shall be $6.82 Dollars per share of Series C Preferred. The terms
              of the Series C Preferred shall be set forth in the Certificate of
              Designation of Series C Convertible Preferred Stock (the "Series C
              Certificate of Designation").


         2.   The original Agreement, as modified by this Addendum, is hereby
              ratified and confirmed in all respects, is in full force and
              effect, and is binding on and enforceable against the parties in
              accordance with its terms.

         3.   This Addendum may be executed in any number of counterparts, each
              of which shall be an original, with the same effect as if the
              signatures thereto and hereto were upon the same instrument.

         4.   This Addendum shall be governed by the laws of the State of New
              York.

                            [SIGNATURE PAGE FOLLOWS]







         IN WITNESS WHEREOF, each of the parties has caused its duly authorized
representative to execute this Amendment on the day and year first above
written.


         Frontline Communications Corp.

         /s/  Stephen J. Cole-Hatchard

         By:
         Stephen J. Cole-Hatchard
         CEO


         Proyecciones y Ventas Organizadas, S.S. de C.V.

         /s/ Ventura Martinez del Rio Arrangoiz

         By: Ventura Martinez del Rio Arrangoiz
         Chairman

         /s/ Ventura Martinez del Rio Arrangoiz


         Ventura Martinez del Rio Arrangoiz, individually

         /s/ Ventura Martinez del Rio Requejo

         Ventura Martinez del Rio Requejo, individually