SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]      Preliminary Proxy Statement
[X]      Definitive Proxy Statement
[ ]      Definitive Additional Materials
[ ]      Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ]      Confidential, for use of the Commission only as permitted by Rule 14a-6
         (e)(2)

                                DCAP GROUP, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]    No fee required.

[ ]    Fee  computed on table below per Exchange  Act Rules  14a-6(i)(1)  and
       0-11.

         1)  Title of each class of securities to which transaction applies:

             not applicable
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         2)  Aggregate number of securities to which transaction applies:

             not applicable
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         3)  Per unit price or other underlying value of transaction  computed
             pursuant  to  Exchange  Act Rule  0-11:  (Set forth the amount on
             which  the  filing  fee  is  calculated  and  state  how  it  was
             determined)

             not applicable
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         4)  Proposed maximum aggregate value of transaction:

             not applicable
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         5)  Total fee paid:

             not applicable
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         [ ] Fee paid previously with preliminary materials:

             -------------------------------------------------------------------

[ ]       Check box if any part of the fee is offset as provided by Exchange Act
          Rule  0-11(a)(2)  and identify the filing for which the offsetting fee
          was paid  previously.  Identify  the previous  filing by  registration
          statement number, or the form or schedule and the date of its filing.

          1)    Amount previously paid:

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          2)    Form, Schedule or Registration Statement no.:

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          3)    Filing Party:

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          4)    Date Filed:

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                                DCAP GROUP, INC.
                                  1158 Broadway
                             Hewlett, New York 11557

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON OCTOBER 30, 2003

To the Stockholders of DCAP Group, Inc.:

     NOTICE IS HEREBY  GIVEN that the Annual  Meeting  of  Stockholders  of DCAP
Group,  Inc.,  a Delaware  corporation,  will be held on October 30, 2003 at The
Financial  Center at Mitchel Field, 90 Merrick Avenue,  9th Floor,  East Meadow,
New York 11554, at 10:00 a.m., for the following purposes:

     1. To elect four directors for the coming year.

     2. To approve a proposal to  authorize  our Board of  Directors to effect a
reverse stock split if determined necessary in its sole discretion.

     3. To transact such other business as may properly come before the meeting.

     Only  stockholders of record at the close of business on September 23, 2003
are  entitled  to notice  of and to vote at the  meeting  or at any  adjournment
thereof.

                                                     Morton L. Certilman
                                                     Secretary

Hewlett, New York
October 1, 2003

================================================================================

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,  PLEASE  VOTE,  DATE AND SIGN THE
ENCLOSED PROXY,  WHICH IS SOLICITED BY OUR BOARD OF DIRECTORS,  AND RETURN IT IN
THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. ANY STOCKHOLDER MAY REVOKE
HIS PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN  NOTICE TO SUCH  EFFECT,  BY
SUBMITTING A SUBSEQUENTLY  DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN
PERSON.
================================================================================

                                TABLE OF CONTENTS

                                                                            Page

Soliciting, Voting and Revocability of Proxy.............................      1
Executive Compensation...................................................      3
Security Ownership of Certain Beneficial Owners and Management...........      4
Certain Relationships and Related Transactions...........................      7
Proposal 1:  Election of Directors.......................................     11
Proposal 2:  Reverse Stock Split ........................................     14
Independent Public Accountants...........................................     19
Stockholder Proposals....................................................     20
Other Business...........................................................     22
Incorporation of Certain Information by Reference........................     22

                                DCAP GROUP, INC.
                                  1158 Broadway
                             Hewlett, New York 11557
                          ____________________________

                                 PROXY STATEMENT
                          _____________________________

                  SOLICITING, VOTING AND REVOCABILITY OF PROXY

     This proxy  statement is being mailed to all  stockholders of record at the
close of business on September 23, 2003 in connection  with the  solicitation by
the  Board  of  Directors  of  proxies  to be  voted at the  Annual  Meeting  of
Stockholders  to be held on October 30, 2003 at 10:00 a.m.,  local time,  or any
adjournment  thereof.  The  proxy  and  this  proxy  statement  were  mailed  to
stockholders on or about October 1, 2003.

     All shares  represented by proxies duly executed and received will be voted
on the matters  presented  at the meeting in  accordance  with the  instructions
specified in such proxies.  Proxies so received without  specified  instructions
will be voted as follows:

     (1) FOR the nominees named in the proxy to our Board of Directors; and

     (2) FOR the approval of a proposal to  authorize  our Board of Directors to
effect a reverse stock split if determined necessary in its sole discretion.

     Our Board does not know of any other matters that may be brought before the
meeting nor does it foresee or have reason to believe  that proxy  holders  will
have to vote for  substitute  or alternate  nominees to the Board.  In the event
that any other  matter  should  come  before the  meeting or any  nominee is not
available  for  election,  the  persons  named in the  enclosed  proxy will have
discretionary  authority  to vote all  proxies not marked to the  contrary  with
respect to such matters in accordance with their best judgment.

     The total number of common  shares  outstanding  and entitled to vote as of
September  23,  2003 was  12,353,402.  The  common  shares are the only class of
securities entitled to vote on matters presented to our stockholders, each share
being entitled to one vote.

     Our Restated Certificate of Incorporation provides for cumulative voting of
shares for the election of directors.  This means that each  stockholder has the
right to  cumulate  his votes and give to one or more  nominees as many votes as
equals the number of directors to be elected (four)  multiplied by the number of
shares he is entitled to vote. A stockholder  may  therefore  cast his votes for
one nominee or distribute them among two or more of the nominees.  A majority of
the common shares  outstanding and entitled to vote as of September 23, 2003, or
6,176,702 common shares, must be present at the meeting in person or by proxy in
order to constitute a

quorum for the  transaction of business.  Only  stockholders of record as of the
close of business on September 23, 2003 will be entitled to vote. With regard to
the election of directors, votes may be cast in favor or withheld. The directors
shall be elected by a plurality of the votes cast in favor.  Accordingly,  based
upon there being four nominees,  each person who receives one or more votes will
be elected as a director.  Votes withheld in connection with the election of one
or more of the nominees for director  will not be counted as votes cast for such
individuals and may be voted for the other nominees.

     Stockholders  may  expressly  abstain  from  voting  on  Proposal  2 by  so
indicating on the proxy.  Abstentions  and broker  non-votes will be counted for
purposes of determining  the presence or absence of a quorum for the transaction
of business.  Abstentions  are counted as present in the  tabulation of votes on
Proposal 2.  Broker  non-votes  are not  counted for the purpose of  determining
whether Proposal 2 has been approved.  Since Proposal 2 requires the approval of
a majority of our outstanding  common shares,  abstentions and broker  non-votes
will have the effect of a negative vote.

     Any person giving a proxy in the form accompanying this proxy statement has
the power to revoke it at any time before its exercise. The proxy may be revoked
by filing with us written notice of revocation or a fully executed proxy bearing
a later date. The proxy may also be revoked by affirmatively electing to vote in
person while in attendance at the meeting.  However,  a stockholder  who attends
the  meeting  need  not  revoke a proxy  given  and vote in  person  unless  the
stockholder  wishes to do so. Written  revocations or amended  proxies should be
sent to us at 1158  Broadway,  Hewlett,  New York  11557,  Attention:  Corporate
Secretary.

     The proxy is being  solicited by our Board of  Directors.  We will bear the
cost of the  solicitation  of proxies,  including  the  charges and  expenses of
brokerage  firms and other  custodians,  nominees and fiduciaries for forwarding
proxy materials to beneficial owners of our shares.  Solicitations  will be made
primarily  by mail,  but certain of our  directors,  officers or  employees  may
solicit  proxies  in person or by  telephone,  telecopier  or  telegram  without
special compensation.

     A list of  stockholders  entitled to vote at the meeting  will be available
for  examination  by any  stockholder  for any purpose  germane to the  meeting,
during  ordinary  business  hours,  for ten days  prior to the  meeting,  at our
offices, 1158 Broadway,  Hewlett, New York 11557, and also during the whole time
of the meeting for inspection by any stockholder who is present.  To contact us,
stockholders should call (516) 374-7600.

                                       2

                             EXECUTIVE COMPENSATION

     Summary Compensation Table

     The  following  table  sets  forth  certain   information   concerning  the
compensation  for the fiscal years ended  December  31, 2002,  2001 and 2000 for
Barry Goldstein, our Chief Executive Officer:

                                                                   Long-Term Compensation
                                                                   ----------------------
Name and                                  Annual Compensation             Awards                         All Other
Principal Position            Year        Salary          Bonus    Shares Underlying Options           Compensation
- ------------------            ----        ------          -----    -------------------------           ------------
Barry B. Goldstein           2002       $200,000        $70,000             1,000,000                      -
Chief Executive Officer      2001        200,000(1)        -                1,000,000                      -
                             2000           -              -                   -                           -
- ------------------

(1) Includes amounts earned as a consultant prior to his employment.

    Option Tables

              Option Grants in Fiscal Year Ended December 31, 2002
              ----------------------------------------------------

                            Number of Common      Percentage of Total Options
                            Shares Underlying        Granted to Employees in
          Name               Options Granted             Fiscal Year            Exercise Price    Expiration Date
          ----              -----------------            -----------            --------------    ---------------
Barry B. Goldstein             1,000,000                     83.3%                   $.30           May 15, 2007

                   Aggregated Option Exercises in Fiscal Year
            Ended December 31, 2002 and Fiscal Year-End Option Values
            ---------------------------------------------------------

                                                                 Number of Shares
                           Number of                          Underlying Unexercised         Value of Unexercised
                            Shares                                  Options at               In-the-Money Options
                           Acquired           Value             December 31, 2002            at December 31, 2002
         Name             on Exercise       Realized        Exercisable/Unexercisable     Exercisable/Unexercisable
         ----             -----------       --------        -------------------------     -------------------------
Barry B. Goldstein             -               N/A              1,400,000/600,000              $146,000/$84,000

          Long-Term Incentive Plan Awards

          No awards  were made to Mr.  Goldstein  during the  fiscal  year ended
December 31, 2002 under any long-term incentive plan.

          Compensation of Directors

     Our  directors  are not  entitled  to receive  any  compensation  for their
services as directors.  However,  we paid Mr. Certilman $50,000 in consideration
of his services in obtaining a

                                       3

$500,000  settlement in connection with the termination of our Puerto Rico hotel
lease.  In addition,  effective  January 1, 2003,  Mr.  Certilman is entitled to
receive a fee of $50,000  per annum from us for  consulting  services.  Further,
effective May 17, 2002, we granted to each of Messrs.  Certilman and Haft a five
year option to purchase up to 125,000 of our common shares at an exercise  price
of $.30 per share.

          Employment Contracts,  Termination of Employment and Change-in-Control
Arrangements

          Mr. Goldstein is employed as our President,  Chairman of the Board and
Chief  Executive  Officer  pursuant to an Employment  Agreement  that expires on
April 1, 2005.  He is  currently  entitled to receive a salary of  $300,000  per
annum plus such  additional  compensation  as may be  determined by the Board of
Directors.

                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         Security Ownership

          The following  table sets forth certain  information  as of August 31,
2003 regarding the beneficial  ownership of our common shares by (i) each person
who we believe  to be the  beneficial  owner of more than 5% of our  outstanding
common  shares,  (ii) each  present  director,  (iii) each person  listed in the
Summary  Compensation Table under "Executive  Compensation," and (iv) all of our
present executive officers and directors as a group.

  Name and Address                    Number of Shares             Approximate
 of Beneficial Owner                 Beneficially Owned         Percent of Class
- --------------------                 ------------------         ----------------

AIA Acquisition Corp.                 1,808,000(1)              12.8%
6787 Market Street
Upper Darby, Pennsylvania

Barry B. Goldstein                    1,699,000(2)(3)           12.2%
1158 Broadway
Hewlett, New York

Eagle Insurance Company               1,486,893(4)              12.0%
c/o The Robert Plan
  Corporation
999 Stewart Avenue
Bethpage, New York

                                       4

Robert M. Wallach                     1,486,893(5)              12.0%
c/o The Robert Plan Corporation
999 Stewart Avenue
Bethpage, New York

Morton L. Certilman                   1,401,005(2)(6)           11.0%
The Financial Center at
  Mitchel Field
90 Merrick Avenue
East Meadow, New York

Jay M. Haft                           1,136,393(2)(7)            8.9%
1001 Brickell Bay Drive
Miami, Florida

Jack Seibald                          1,093,750(8)               8.8%
1336 Boxwood Drive West
Hewlett Harbor, New York

Abraham Weinzimer                       783,924(2)               6.3%
418 South Broadway
Hicksville, New York

Kevin Lang                              651,460(2)               5.3%
3789 Merrick Road
Seaford, New York

All executive officers
and directors as a group              5,723,291(2)(3)(6)        39.1%
(4 persons)                                    (7)(9)

- -----------------------

(1)  Based upon  Schedule 13G filed under the  Securities  Exchange Act of 1934.
     Represents shares issuable upon the conversion of preferred shares that are
     currently convertible.

(2)  Based upon Schedule 13D filed under the Securities Exchange Act of 1934.

(3)  Represents (i) 1,600,000  shares issuable upon the exercise of options that
     are  currently  exercisable,  (ii) 42,500  shares  held by Mr.  Goldstein's
     children,  and  (iii)  56,500  shares  held in a  retirement  trust for the
     benefit of Mr. Goldstein.  Mr. Goldstein disclaims  beneficial ownership of
     the shares held by his children and retirement trust. Excludes shares owned
     by AIA Acquisition Corp. of which Mr. Goldstein is President and members of
     his family are principal stockholders.

                                       5

(4)  Eagle is a wholly-owned subsidiary of The Robert Plan Corporation.

(5)  Represents  shares  owned  by  Eagle,  of  which  Mr.  Wallach,  one of our
     directors,  is a Vice President.  Eagle is a wholly-owned subsidiary of The
     Robert  Plan,  of which  Mr.  Wallach  is  President,  Chairman  and  Chief
     Executive Officer.

(6)  Includes 350,000 shares issuable upon the exercise of currently exercisable
     options.

(7)  Includes  (i)  350,000  shares  issuable  upon the  exercise  of  currently
     exercisable  options and (ii) 15,380 shares held in a retirement  trust for
     the benefit of Mr. Haft.

(8)  Based upon  Schedule 13G filed under the  Securities  Exchange Act of 1934.
     Represents  (i) 500,000  shares held  jointly by Mr.  Seibald and his wife,
     Stephanie  Seibald,  (ii)  500,000  shares held by SDS  Partners I, Ltd., a
     limited  partnership  that has granted to Mr. Seibald the power to vote and
     dispose of such shares,  and (iii) 93,750 shares issuable upon the exercise
     of currently exercisable warrants.

(9)  Includes  shares owned by Eagle,  of which Mr. Wallach is a Vice President.
     Mr. Wallach is also President,  Chairman and Chief Executive Officer of The
     Robert Plan, Eagle's parent.

     Securities Authorized for Issuance Under Equity Compensation Plans

     The  following  table sets forth  information  as of December 31, 2002 with
respect to compensation plans (including individual  compensation  arrangements)
under  which our common  shares  are  authorized  for  issuance,  aggregated  as
follows:

     o   All compensation plans previously approved by security holders; and
     o   All compensation plans not previously approved by security holders.

                                       6

                      Equity Compensation Plan Information
                      ------------------------------------

                                                                  Weighted average          Number of securities remaining
                               Number of securities to be         exercise price of          available for future issuance
                                 issued upon exercise of        outstanding options,        under equity compensation plans
                                  outstanding options,           warrants and rights        (excluding securities reflected
                                   warrants and rights                   (b)                        in column (a))
                                           (a)                                                            (c)
                               ----------------------------    ------------------------    ----------------------------------

Equity compensation                     2,900,000                       $.65                            850,000
plans approved by
security holders

Equity compensation                        -0-                           -0-                              -0-
plans not approved by
security holders                        ---------                                                       -------

Total                                   2,900,000                       $.65                            850,000
                                        =========                       ====                            =======

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          March 2001 Transactions

          In March 2001, the following transactions occurred:

          o    We entered into agreements with Kevin Lang, Abraham Weinzimer and
               Mr. Certilman,  each a principal  stockholder and then one of our
               executive officers, that provided for our sale to them of a total
               of eight of our DCAP stores.  Pursuant to the  agreements,  which
               were closed in November 2001 following shareholder approval,  Mr.
               Lang acquired  three of the stores for a total  purchase price of
               approximately  $257,000,  Mr.  Weinzimer  acquired  three  of the
               stores for a total purchase price of $285,000 and an entity owned
               by Mr.  Certilman  (we refer to the  entity  as "Mr.  Certilman")
               acquired  two  of  the  stores  for a  total  purchase  price  of
               approximately  $225,000.  The  locations  of  the  stores  are as
               follows:

          o       Lang:             Amityville, New York
                                    Medford, New York
                                    Seaford, New York

          o       Weinzimer:        Hempstead, New York
                                    Hicksville, New York
                                    Jamaica, New York

                                       7

          o       Certilman:        East Meadow, New York
                                    Flushing, New York

          At the time of  execution  of the  agreements  with  Messrs.  Lang and
          Weinzimer,  each of them paid to us the total amount of his respective
          purchase  price.  At the time of execution of the  agreement  with Mr.
          Certilman,  we received  approximately $197,000 of the purchase price.
          The  balance of  $28,000  was paid at the  closing of the  acquisition
          through the  assumption  of our  obligation to an  unaffiliated  third
          party in that  amount.  The  obligation  was  incurred  in May 2000 in
          connection with our  acquisition of the third party's  interest in one
          of the stores  acquired by Mr.  Certilman.  Pending the closing of the
          sales,  each of Messrs.  Lang,  Weinzimer  and  Certilman  managed his
          respective  stores and was entitled to receive a management  fee equal
          to the net  profits of the stores.  Each of them was also  responsible
          for all losses incurred during the interim period.

     o    At the closing, we entered into franchise agreements with the entities
          acquired by Messrs.  Lang,  Weinzimer  and  Certilman.  The  franchise
          agreements  are similar in most  respects to our  standard  conversion
          franchise agreements.

          In general,  none of the  franchisees  were allowed to terminate their
          respective  franchise  agreements prior to March 31, 2003. Pending the
          closing,  Messrs.  Lang,  Weinzimer and Certilman were responsible for
          charges as if the franchise agreements had been executed.  Counsel for
          Mr. Lang's  entities  notified us of their election to terminate their
          respective   franchise   agreements  effective  March  31,  2003.  Mr.
          Weinzimer's  entities have agreed to extend the March 31, 2003 date to
          March 31, 2005.

     o    We reacquired a total of 3,714,616 of the shares owned by Messrs. Lang
          and Weinzimer in  consideration  of the  cancellation  of indebtedness
          owed to us by them in the aggregate amount of $928,654.

     o    We agreed with Mr. Lang to terminate his employment agreement that was
          scheduled to expire in February 2004, and DCAP Management  Corp.,  our
          wholly-owned subsidiary that operates our franchise business,  entered
          into a new  employment  agreement  with him which expired on September
          30, 2001.  Based upon Mr. Lang's  agreement to forgo the  compensation
          otherwise  payable to him for the balance of the  original  employment
          term  ($667,000,  net of the amount payable to him pursuant to his new
          employment  agreement),  we granted to Mr. Lang a price  concession of
          approximately  $85,000 in  connection  with the  purchase of his three
          stores.  This  price  concession  resulted  in the  purchase  price of
          $257,000 for Mr. Lang.

                                       8

     o    We agreed with Mr.  Weinzimer to terminate  his  employment  agreement
          that  was  scheduled  to  expire  in  February  2004.  Based  upon Mr.
          Weinzimer's  agreement to forgo the compensation  otherwise payable to
          him for the balance of the employment term  ($729,000),  we granted to
          Mr.  Weinzimer  a  price   concession  of  approximately   $85,000  in
          connection  with  the  purchase  of  his  three  stores.   This  price
          concession  resulted  in  the  purchase  price  of  $285,000  for  Mr.
          Weinzimer.

     o    We agreed with Mr.  Certilman to terminate  his  employment  agreement
          that was  scheduled to expire in February  2004.  Concurrently,  based
          upon Mr. Certilman's agreement to forgo the compensation otherwise due
          him  for  the  balance  of  the  term  of  the  employment   agreement
          ($365,000), we agreed to cancel indebtedness of approximately $141,000
          that Mr. Certilman owed to us.

     o    We agreed with Mr. Haft to terminate his employment agreement that was
          scheduled to expire in February 2004.

     o    Each of Messrs.  Lang,  Weinzimer,  Certilman  and Haft resigned as an
          officer of DCAP Group. Messrs. Lang and Weinzimer also resigned as our
          directors.

     The terms of the above  sales  agreements  were the result of arm's  length
negotiations  between us and each of Messrs.  Lang, Weinzimer and Certilman that
were based upon the terms of other recent sales of our stores to persons who are
not affiliated  with us, then current market  conditions and the  termination of
the employment  agreements with each of them, as discussed above. No independent
appraisal or valuation was received in connection  with the  agreements.  We did
not utilize a special independent committee of our Board of Directors to perform
an analysis of the fairness of the transactions or to negotiate the terms of the
sales on our behalf.

     Sale of Brentwood Store

     Effective  February 27, 2003, we sold our Brentwood,  New York store to Mr.
Weinzimer,  one of our principal  stockholders,  at a purchase price of $115,437
(equal to  approximately  70% of the store's  commission  income  during  2002).
Concurrently  with the purchase,  the entity acquired by Mr.  Weinzimer  entered
into a franchise agreement with DCAP Management on terms  substantially  similar
to those entered into by Mr.  Weinzimer in March 2001 when he purchased three of
our stores (as discussed above).  The terms of the above sale were the result of
arm's length negotiations  between us and Mr. Weinzimer that were based upon the
terms of other recent sales of our stores to persons who are not affiliated with
us and then current market conditions. No independent appraisal or valuation was
received in connection with the agreement.

     Acquisition of AIA Acquisition Corp.

     Effective May 1, 2003, we acquired  substantially  all of the assets of AIA
Acquisition  Corp.,  an  insurance  brokerage  firm with six offices  located in
eastern Pennsylvania. The salient

                                       9

terms of the acquisition were as follows:

     o    A base purchase price of $904,000,  being equal to the approximate sum
          of (i) $737,647 (which  represents 69% of AIA's includable  commission
          income  for the 12  months  ended  March  31,  2002 or the year  ended
          December 31,  2002,  whichever  was less),  and (ii)  $165,870  (which
          represents AIA's collected accounts  receivable and prepaid expenses).
          The purchase price was paid in our Series A preferred  shares having a
          liquidation  value  equal to the base  purchase  price.  The  Series A
          preferred shares carry a 5% dividend,  are convertible into our common
          shares at a conversion  price of $.50 per share and are  redeemable on
          April 30, 2007 (or sooner under certain circumstances).

     o    Additional  cash  consideration  based upon the EBITDA of the combined
          operations  of  AIA  and  our  wholly-owned  subsidiary,  Barry  Scott
          Companies Inc., during the five year period ending April 30, 2008. The
          additional consideration cannot exceed an aggregate of $335,000.

     Barry B.  Goldstein,  our Chief  Executive  Officer,  is  President  of AIA
Acquisition  Corp. and members of his family are principal  stockholders of AIA.
The  terms of the  acquisition  were the  result  of arm's  length  negotiations
between  AIA and us and were based upon the sales price of stores to persons who
are not affiliated with us and current market conditions.

     2003 Subordinated Debt Financing

     Effective July 10, 2003, in order to fund our premium  finance  operations,
we obtained  $3,500,000  from a private  placement  of  subordinated  debt.  The
subordinated  debt is repayable on January 10, 2006 and provides for interest at
the rate of  12.625%  per  annum,  payable  semi-annually.  We have the right to
prepay the  subordinated  debt commencing on July 10, 2004. In  consideration of
the debt  financing,  we issued to the lenders  warrants  for the purchase of an
aggregate  of  525,000 of our common  shares at an  exercise  price of $1.25 per
share.  The warrants  expire on January 10, 2006.  One of the private  placement
lenders was a retirement trust established for the benefit of Jack Seibald which
loaned us $625,000  and was issued a warrant  for the  purchase of 93,750 of our
common shares. Mr. Seibald is one of our principal stockholders.

     Relationship

     Certilman Balin Adler & Hyman,  LLP, a law firm with which Mr. Certilman is
affiliated,  serves as our counsel.  It is presently  anticipated that such firm
will  continue to  represent  us and will receive fees for its services at rates
and in amounts not greater than would be paid to unrelated law firms  performing
similar services. Certilman Balin has also served as counsel to Messrs. Lang and
Weinzimer with respect to certain matters;  however, it did not serve as counsel
to Messrs.  Lang and Weinzimer in connection  with the  acquisition  of our DCAP
insurance  operations from them, to Messrs. Lang or Weinzimer in connection with
the transactions  with

                                       10

them discussed under "March 2001 Transactions" or to Mr. Weinzimer in connection
with the transaction  with him discussed under "Sale of Brentwood  Store" above.
In  addition,  Certilman  Balin  did not  serve as  counsel  to either us or Mr.
Certilman in connection  with the  transactions  with him discussed under "March
2001 Transactions" above.

                        PROPOSAL 1: ELECTION OF DIRECTORS

     Four  directors  are to be elected at the  meeting to serve  until the next
annual meeting of stockholders and until their respective  successors shall have
been elected and have qualified.

     Our Restated Certificate of Incorporation provides for cumulative voting of
shares for the election of directors.  This means that each  stockholder has the
right to  cumulate  his votes and give to one or more  nominees as many votes as
equals the number of directors to be elected (four)  multiplied by the number of
shares he is entitled to vote. A stockholder  may  therefore  cast his votes for
one nominee or distribute them among two or more of the nominees.

     Nominees for Directors

     All four of the nominees are currently  members of our Board. The following
table sets forth each  nominee's age as of September 23, 2003, the positions and
offices  presently  held by him  with us,  and the  year in  which  he  became a
director.  The Board  recommends  a vote FOR all  nominees.  The person named as
proxy intends to vote  cumulatively  all shares  represented by proxies  equally
among all nominees for election as directors,  unless  proxies are marked to the
contrary.

                                                                             

                                                                                         Director
   Name                 Age          Positions and Offices Held                            Since
   ----                 ---          --------------------------                          --------
Barry B. Goldstein      50     President, Chairman of the Board, Chief Executive          2001
                               Officer, Chief Financial Officer, Treasurer and Director

Morton L. Certilman     71     Secretary and Director                                     1989
Jay M. Haft             67     Director                                                   1989
Robert M. Wallach       50     Director                                                   1999

     Barry B. Goldstein

     Mr.  Goldstein was elected our President,  Chief Executive  Officer,  Chief
Financial  Officer,  Chairman of the Board, and a director in March 2001 and our
Treasurer  in May 2001.  Since April  1997,  he has served as  President  of AIA
Acquisition  Corp.,  which operated insurance agencies in Pennsylvania and which
sold  substantially  all of its  assets to us in May 2003.  Since  1982,  he has
served as President of Stone Equities, a consulting firm. Mr. Goldstein received
his B.A. and M.B.A. from State University of New York at Buffalo, and has been a
certified public accountant since 1979.

                                       11

     Morton L. Certilman

     Mr.  Certilman served as our Chairman of the Board from February 1999 until
March 2001.  From October 1989 to February 1999, he served as our President.  He
was elected  our  Secretary  in May 2001 and has served as one of our  directors
since 1989. Mr. Certilman has been engaged in the practice of law since 1956 and
is  affiliated  with the law firm of  Certilman  Balin Adler & Hyman,  LLP.  Mr.
Certilman is Chairman of the Long Island  Regional  Planning  Board,  the Nassau
County  Coliseum  Privatization  Commission,  and  the  Northrop/Grumman  Master
Planning Council. He served as a director of the Long Island Association and the
New Long Island  Partnership for a period of ten years and currently serves as a
director  of the Long Island  Sports  Commission.  Mr.  Certilman  has  lectured
extensively before bar associations, builders' institutes, title companies, real
estate  institutes,   banking  and  law  school  seminars,  The  Practicing  Law
Institute,  The Institute of Real Estate Management and at annual conventions of
such organizations as the National  Association of Home Builders,  the Community
Associations  Institute and the National  Association  of Corporate  Real Estate
Executives.   He  was  a   member   of  the   faculty   of  the   American   Law
Institute/American Bar Association,  as well as the Institute on Condominium and
Cluster  Developments of the University of Miami Law Center.  Mr.  Certilman has
written various articles in the condominium  field, and is the author of the New
York State Bar Association  Condominium  Cassette and the Condominium portion of
the State Bar Association book on "Real Property Titles." Mr. Certilman received
an LL.B. degree, cum laude, from Brooklyn Law School.

     Jay M. Haft

     Mr. Haft served as our Vice  Chairman of the Board from February 1999 until
March 2001. From October 1989 to February 1999, he served as our Chairman of the
Board.  He has served as one of our  directors  since  1989.  Mr.  Haft has been
engaged in the  practice  of law since 1959 and since 1994 has served as counsel
to Parker Duryee Rosoff & Haft (and since December  2001,  its  successor,  Reed
Smith).  From 1989 to 1994, he was a senior corporate  partner of that firm. Mr.
Haft is a strategic and financial  consultant for growth stage companies.  He is
active in international corporate finance and mergers and acquisitions. Mr. Haft
also  represents  emerging  growth  companies.  He has actively  participated in
strategic planning and fund raising for many high-tech  companies,  leading edge
medical  technology  companies  and  technical  product,  service and  marketing
companies.  He is a director of many public and private corporations,  including
Robotic Vision Systems, Inc., Encore Medical Corporation,  DUSA Pharmaceuticals,
Inc.,  and Oryx  Technology  Corp.,  all of whose  securities  are traded on the
Nasdaq Stock  Market.  Mr. Haft is a past member of the Florida  Commission  for
Government Accountability to the People, and a national trustee and Treasurer of
the Miami Ballet. He is also a trustee of Florida  International  University and
serves on the advisory board of the  Wolfsonian  Museum in Miami,  Florida.  Mr.
Haft received B.A. and LL.B. degrees from Yale University.

                                       12

     Robert M. Wallach

     Mr.  Wallach  has  served  since  1993 as  President,  Chairman  and  Chief
Executive Officer of The Robert Plan Corporation,  a servicer and underwriter of
private passenger and commercial automobile  insurance.  He has served as one of
our directors since 1999.

     There are no family  relationships  among any of our executive officers and
directors.

     Each  director   will  hold  office  until  the  next  annual   meeting  of
stockholders  and until his  successor  is elected  and  qualified  or until his
earlier  resignation or removal.  Each executive  officer will hold office until
the initial meeting of the Board of Directors  following the next annual meeting
of  stockholders  and until his  successor is elected and qualified or until his
earlier resignation or removal.

     Committees

     The  Audit  Committee  of the Board of  Directors  is  responsible  for (i)
recommending  independent accountants to the Board, (ii) reviewing our financial
statements  with  management and the  independent  accountants,  (iii) making an
appraisal of our audit effort and the  effectiveness  of our financial  policies
and  practices  and  (iv)   consulting   with  management  and  our  independent
accountants  with regard to the adequacy of internal  accounting  controls.  The
members of the Audit  Committee  currently are Messrs.  Certilman and Haft.  The
directors who serve on the Audit Committee are not "independent" directors based
on the  definition  of  independence  in the listing  standards  of the National
Association  of  Securities  Dealers.  To date,  our Board of Directors  has not
adopted a written charter for the Audit Committee.

     We do not have any standing  nominating or  compensation  committees of the
Board of Directors or committees  performing similar functions.  These functions
are currently performed by our Board as a whole.

     Report of the Audit Committee

     In overseeing the preparation of DCAP's financial statements as of December
31, 2002 and for the years ended December 31, 2002 and 2001, the Audit Committee
met with  management  to review and discuss all  financial  statements  prior to
their issuance and to discuss significant accounting issues.  Management advised
the Committee  that all financial  statements  were prepared in accordance  with
generally  accepted  accounting  principles,  and the  Committee  discussed  the
statements with  management.  The Committee also discussed with Holtz Rubenstein
LLP, DCAP's outside auditors,  the matters required to be discussed by Statement
on Auditing Standards No. 61 (Communication with Audit Committees).

     The  Committee  received  the  written  disclosures  and letter  from Holtz
Rubenstein  LLP  required  by  Independence   Standards  Board  Standard  No.  1
(Independence Discussions with Audit Committees) and the Committee discussed the
independence  of Holtz  Rubenstein  LLP with  that  firm.

                                       13

     On the basis of these reviews and discussions, the Committee recommended to
the Board of  Directors  that the audited  financial  statements  be included in
DCAP's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002,
for filing with the Securities and Exchange Commission.

                         Members of the Audit Committee

                               Morton L. Certilman
                                   Jay M. Haft

     Meetings

     Our Board of  Directors  held five  meetings  during the fiscal  year ended
December 31, 2002.  All of our  directors  attended all such  meetings  with the
exception  of Mr.  Wallach,  who did not attend any of the  meetings.  Our Audit
Committee of the Board of Directors held three  meetings  during the fiscal year
ended December 31, 2002.

     Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16 of the  Securities  Exchange Act of 1934,  as amended,  requires
that  reports of  beneficial  ownership  of common  shares  and  changes in such
ownership be filed with the  Securities  and Exchange  Commission  by Section 16
"reporting persons," including directors, certain officers, holders of more than
10% of the  outstanding  common  shares and  certain  trusts of which  reporting
persons are trustees.  We are required to disclose in this proxy  statement each
reporting  person whom we know to have failed to file any required reports under
Section 16 on a timely basis during the fiscal year ended  December 31, 2002. To
our knowledge,  based solely on a review of written representations  received by
us, during the fiscal year ended December 31, 2002, our officers,  directors and
10% stockholders complied with all Section 16(a) filing requirements  applicable
to them,  except that Mr. Haft filed a Form 4 one day late (which form  reported
one transaction).

                         PROPOSAL 2: REVERSE STOCK SPLIT

     Introduction

     Our Board of Directors has approved and  recommended a proposal to effect a
reverse  stock  split of all  outstanding  common  shares at an  exchange  ratio
ranging from one-for-three to one-for-ten (the "Reverse Split"),  with the exact
ratio to be determined by our Board of Directors in its sole discretion.

     The proposal provides that our Board will have the sole discretion pursuant
to Section 242(c) of the Delaware General  Corporation Law to elect, at any time
before the first  anniversary of the date of the annual meeting of  stockholders
(the "One Year  Anniversary")  as it determines  to be in the best

                                       14

interests  of DCAP  Group and our  stockholders,  whether  or not to effect  the
Reverse Split, and, if so, the number of our common shares between and including
three and ten which will be combined  into one of our common  shares.  Our Board
believes that granting it this discretion  provides it with maximum  flexibility
to  react to then  current  market  conditions  and,  therefore,  is in the best
interests of DCAP Group and our stockholders.

     If our Board  determines  that  effecting  the Reverse Split is in the best
interests  of DCAP Group and our  stockholders,  the  Reverse  Split will become
effective   upon  filing  of  an  amendment  to  our  Restated   Certificate  of
Incorporation  with  the  Secretary  of  State of the  State  of  Delaware.  The
amendment  filed thereby will set forth the number of shares to be combined into
one of our common shares within the limits set forth in the proposal. Except for
adjustments that may result from the treatment of fractional shares as described
below, each stockholder will hold the same percentage of our outstanding  common
shares  immediately  following  the  Reverse  Split  as such  stockholder  holds
immediately prior to the Reverse Split.

     Reasons

     The purposes of the Reverse Split are as follows:

     o    to increase the marketability of our common shares; and
     o    to meet the Nasdaq  listing  requirements  with  regard to minimum bid
          price.

     Marketability

     Our Board of  Directors  believes  that the Reverse  Split will  facilitate
future  financings  by us  predicated  upon its view that a low per share market
price for our common shares may impair the  acceptability  of such securities by
the financial community and the investing public.  Theoretically,  the number of
shares  outstanding  and per share price should not, by  themselves,  affect the
marketability  of our common shares,  the type of investor who acquires them, or
our reputation in the financial  community.  However,  in practice,  this is not
necessarily  the case, as many investors look upon  low-priced  stocks as unduly
speculative  in nature  and,  as a matter of policy,  avoid  investment  in such
securities. Our Board is aware of the reluctance of many leading brokerage firms
to recommend low-priced stocks to their clients. Further, a variety of brokerage
house policies and practices tend to discourage  individual brokers within those
firms from dealing in low-priced stocks.  Institutional  investors typically are
restricted  from  investing  in  companies  whose stocks trade at less than five
dollars  per  share.  Stockbrokers  are also  subject to  restrictions  on their
ability to recommend  stocks trading at less than five dollars per share because
of the general  presumption that such securities may be highly  speculative.  In
addition,  the structure of trading  commissions tends to have an adverse impact
upon holders of low-priced stocks because the brokerage  commission on a sale of
such securities generally represents a higher percentage of the sales price than
the commission on a relatively higher-priced issue.

                                       15

     The Reverse Split is intended,  in part, to result in a price level for our
common shares that will increase  investor interest and eliminate the resistance
of brokerage  firms. On September 26, 2003, the closing bid price for our common
shares,  as reported by the OTC Bulletin  Board,  was $.94. No assurances can be
given that the market  price for our common  shares  will  increase  in the same
proportion  as the  Reverse  Split or, if  increased,  that such  price  will be
maintained.  In addition, no assurances can be given that the Reverse Split will
increase the price of our common  shares to a level in excess of the five dollar
threshold discussed above.

     Nasdaq Requirements

     Our common shares  currently trade on the OTC Bulletin Board.  Such trading
market is considered to be less efficient than that provided by The Nasdaq Stock
Market. Our Board of Directors is currently  considering whether to seek to have
our common shares listed on Nasdaq. In order for us to list our common shares on
Nasdaq, we must fulfill certain Nasdaq listing requirements. Set forth below are
the  salient  minimum  quantitative  listing  requirements  that we  must  meet,
together  with a  comparison  of how  we  currently  stand  with  regard  to the
requirements.

             Category                   Nasdaq Requirement               DCAP Group Status
             --------                   ------------------               -----------------

Net income from continuing                   $750,000               $742,107 (six months ended June 30,
operationsin latest fiscal year or                                  2003)
2 of last 3 fiscal years

Publicly-held shares (1)                    1,000,000                8,930,111 (as of September 26, 2003)

Market value of publicly-held
shares (1)                                 $5,000,000               $8,394,304 (as of September 26, 2003)

Minimum bid price                               $4.00                     $.94 (as of September 26, 2003)

Shareholders (round lot holders)                  300                    1,928 (as of September 23, 2003)
_______________

(1) "Publicly-held  shares"  is defined as total  shares  outstanding  less any
    shares held by officers, directors or beneficial owners of 10% or more.
(2) Round lot holders are holders of 100 shares or more.

     Nasdaq also  requires  that an applicant  have at least three market makers
and comply with certain corporate governance  requirements,  including having at
least two Audit Committee  members (a majority of whom must be independent).  In
addition,  Nasdaq has proposed  new rules that would  require that a majority of
our Board members be  independent.  Currently we do

                                       16

not satisfy either the Audit Committee independence  requirement or the proposed
Board independence requirement.

     No  assurance  can be given  that,  even if we  satisfy  the above  listing
requirements, we will apply to have our common shares listed on Nasdaq, or that,
if we do so apply, that our application will be approved, or that, if our common
shares  are  listed  on  Nasdaq,  we will be able  to  satisfy  the  maintenance
requirements for continued listing.

     Board Discretion to Implement or Abandon Reverse Split

     The Reverse Split will be effected, if at all, only upon a determination by
our Board that the Reverse Split (with an exchange ratio determined by our Board
as described above) is in the best interests of DCAP Group and our stockholders.
Such  determination  shall be based upon  certain  factors,  including,  but not
limited to, our ability to meet the Nasdaq  listing  requirements,  existing and
expected  marketability  and  liquidity of our common  shares and the expense of
effecting the Reverse  Split.  Notwithstanding  approval of the Reverse Split by
our  stockholders,  our Board may, in its sole discretion,  abandon the proposal
and determine,  prior to the  effectiveness  of any filing with the Secretary of
State of the State of Delaware,  not to effect the Reverse  Split.  If our Board
fails to implement  the Reverse  Split on or prior to the One Year  Anniversary,
stockholder  approval again would be required prior to implementing  any reverse
stock split.

     Reduction in Authorized Common Shares

     Stockholder approval of this proposal shall constitute authorization for us
to reduce the number of our  authorized  common shares to a number which results
in a ratio of authorized  common shares to issued and outstanding  common shares
that most closely  approximates  the ratio of our  authorized  common  shares to
issued and  outstanding  common shares  immediately  prior to the Reverse Split.
Accordingly,  assuming  that our Board  determines  to implement a  one-for-five
Reverse  Split,  our Board  would have the  authority  to reduce our  authorized
common shares in the same proportion. This would result in our authorized common
shares being reduced from 40,000,000 to 8,000,000.  However, our Board will have
the sole discretion to determine whether or not to implement such a reduction in
authorized  common shares in connection  with the Reverse Split.  Alternatively,
our Board will have the sole  discretion  to implement a reduction in authorized
common shares to a lesser degree such that,  following  the Reverse  Split,  the
ratio of authorized common shares to issued and outstanding  common shares would
be higher than that in effect  prior to the  Reverse  Split.  Therefore,  in the
event  that our  Board  determines  to  implement  a  Reverse  Split  but not to
implement a proportionate  reduction in authorized  common shares,  we would, in
effect,  have authority to issue a greater number of common shares than prior to
the  Reverse  Split.  There  are no  written  or  oral  plans,  arrangements  or
understandings  with  respect  to the  issuance  of any such  additional  common
shares.

                                       17

     Effective Date

     If implemented by our Board,  the Reverse Split would become effective upon
filing of an amendment to our Restated  Certificate  of  Incorporation  with the
office of the  Secretary of State of the State of Delaware.  Except as explained
below with respect to fractional  shares, on the effective date, our outstanding
common  shares  immediately  prior  thereto  will  be  combined  and  converted,
automatically and without any action on the part of the  stockholders,  into new
common shares in accordance  with exchange ratio  determined by our Board within
the limits described above.

     Fractional Shares

     No  fractional  common  shares  will be issued  as a result of the  Reverse
Split.  Instead,  stockholders  who  otherwise  would  be  entitled  to  receive
fractional  shares will be entitled  to receive  cash in an amount  equal to the
product  obtained by  multiplying  (i) the closing price of our common shares on
the day  immediately  preceding  the  effective  date of the Reverse  Split,  as
reported  on the OTC  Bulletin  Board (or,  if the  closing  price of our common
shares is not then  reported  on the OTC  Bulletin  Board,  then the fair market
value of our common shares as determined by the Board) by (ii) the number of our
common shares held by such  stockholder that would otherwise have been exchanged
for such fractional share interest.

     Other Effect

     If  approved,  the Reverse  Split will result in some  stockholders  owning
"odd-lots"  of fewer than 100 common  shares.  Brokerage  commissions  and other
costs of transactions  in odd-lots are generally  somewhat higher than the costs
of transactions in "round-lots" of even multiples of 100 shares.

     Exchange of Stock Certificates

     As soon as  practicable  after the  effective  date,  stockholders  will be
notified that the Reverse Split has been  effected.  We will appoint an exchange
agent for purposes of implementing the exchange of stock  certificates.  Holders
of  pre-Reverse  Split shares ("Old  Shares")  will be asked to surrender to the
exchange  agent  certificates  representing  the  Old  Shares  in  exchange  for
certificates representing post-Reverse Split shares ("New Shares") in accordance
with the procedures to be set forth in a letter of transmittal to be sent by us.
No new certificates  will be issued to a stockholder  until such stockholder has
surrendered  such  stockholder's  outstanding  certificate(s)  together with the
properly  completed and executed  letter of transmittal  to the exchange  agent.
Stockholders should not submit any certificates until requested to do so.

                                       18

     No Appraisal Rights

     Under the  Delaware  General  Corporation  Law,  our  stockholders  are not
entitled to  appraisal  rights with  respect to the  proposed  amendment  to our
Restated Certificate of Incorporation to effect the Reverse Split.

     Tax Consequences

     The proposed  Reverse Split is being  presented for approval based upon the
expectation  that, among other things, no gain or loss will be recognized by the
holders of our common shares (except to the extent of cash, if any,  received in
lieu of  fractional  shares) or by DCAP Group.  A holder who receives  cash will
generally  recognize gain or loss equal to the difference between the portion of
the tax basis of the Old Shares  allocated to the fractional  share interest and
the cash received.

     Each  stockholder will have a basis in the New Shares equal to the basis of
the Old  Shares  (except  to the extent  the basis is  allocated  to  fractional
shares).  For  purposes  of  determining  whether  gain or loss on a  subsequent
disposition  is long-term or  short-term,  the holding  period of the New Shares
will  include the period  during which the  corresponding  Old Shares were held,
provided such  corresponding Old Shares were held as a capital asset on the date
of filing of the amendment to our Restated Certificate of Incorporation.

     No ruling has been requested from the Internal Revenue Service with respect
to the foregoing tax matters. Stockholders should consult their own tax advisors
as to the effect of the Reverse Split under applicable tax laws.

     Recommendation and Vote

     The affirmative vote of the holders of a majority of all of our outstanding
common shares is required for approval of this proposal.  The Board recommends a
vote FOR the  approval  of the  proposal  to  authorize  the Board to effect the
Reverse Split.

                         INDEPENDENT PUBLIC ACCOUNTANTS

     Holtz  Rubenstein & Co., LLP has served as our auditors  since 1990 and was
selected as our independent  public  accountants with respect to the fiscal year
ended  December 31, 2002.  We have not yet selected our auditors for the current
fiscal year. Our Audit  Committee will review Holtz  Rubenstein's  proposal with
respect to the audit prior to making a determination regarding the engagement.

     It is not expected that a  representative  of Holtz  Rubenstein will attend
the meeting.

                                       19

     Audit Fees

     The aggregate  fees billed by Holtz  Rubenstein for  professional  services
rendered for the audit of our annual  financial  statements  for the 2002 fiscal
year and the review of the financial statements included in our Forms 10-QSB for
that fiscal year were approximately $48,700.

     Financial Information Systems Design and Implementation Fees

     During  fiscal  2002,  Holtz  Rubenstein  did not  render  to us any of the
professional  services with regard to financial  information  systems design and
implementation described in paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X.

     All Other Fees

     The aggregate  fees billed for services  rendered by Holtz  Rubenstein  for
fiscal 2002,  other than the services  described  above under "Audit Fees," were
approximately $19,750.

     The Audit  Committee  has  determined  that the  provision  of the services
covered in "All Other Fees" is compatible with  maintaining  Holtz  Rubenstein's
independence.

                              STOCKHOLDER PROPOSALS

     Stockholder  proposals  intended to be presented at our next annual meeting
of  stockholders  pursuant to the provisions of Rule 14a-8 of the Securities and
Exchange Commission, promulgated under the Exchange Act, must be received at our
offices  in  Hewlett,  New  York by June 3,  2004  for  inclusion  in our  proxy
statement and form of proxy  relating to such meeting.  We,  however,  intend to
hold our next  annual  meeting  earlier  in 2004 than in 2003.  Accordingly,  we
suggest that stockholder  proposals  intended to be presented at the next annual
meeting be submitted  well in advance of April 15, 2004,  the earliest date upon
which we  anticipate  the proxy  statement  and form of proxy  relating  to such
meeting will be released to stockholders.

     The  following  requirements  with  respect to  stockholder  proposals  and
stockholder nominees to our Board of Directors are included in our By-Laws.

     Stockholder Proposals

     In order for a  stockholder  to make a  proposal  at an annual  meeting  of
stockholders, under our By-Laws, timely notice must be received by us in advance
of the meeting.  To be timely, the proposal must be received by our Secretary at
our principal  executive offices (as provided below) on a date which is not less
than 60 days nor more than 90 days  prior to the date which is one year from the
date of the mailing of the proxy  statement for the prior year's annual  meeting
of stockholders.  If during the prior year we did not hold an annual meeting, or
if the date of the

                                       20

meeting for which a  stockholder  intends to submit a proposal  has changed more
than 30 days from the date of the  meeting  in the prior  year,  then the notice
must be received a reasonable  time before we mail the proxy  statement  for the
current  year.  A  stockholder's  notice  must set forth as to each  matter  the
stockholder  proposes to bring  before the annual  meeting  certain  information
regarding the proposal, including the following:

     o    a brief  description of the business  desired to be brought before the
          meeting and the reasons for conducting such business at such meeting;

     o    the name and address of the stockholder proposing such business;

     o    the class and number of our  shares  which are  beneficially  owned by
          such stockholder; and

     o    any material interest of such stockholder in such business.

     Stockholder Nominees

     In order for a stockholder to nominate a candidate for director,  under our
By-Laws,  timely notice of the  nomination  must be received by us in advance of
the  meeting.  To be  timely,  the  notice  must be  received  at our  principal
executive  offices  (as  provided  below) not less than 60 days nor more than 90
days prior to the meeting;  however, if less than 70 days' notice of the date of
the meeting is given to stockholders and public  disclosure of the meeting date,
pursuant to a press  release,  is either not made at all or is made less than 70
days prior to the meeting date,  notice by a stockholder  to be timely made must
be so received  no later than the close of  business on the tenth day  following
the earlier of the following:

     o    the day on which the notice of the date of the  meeting  was mailed to
          stockholders, or

     o    the day on which such public disclosure of the meeting date was made.

     The  stockholder  sending the notice of nomination  must  describe  various
matters, including such information as:

     o    the  name,  age,  business  and  residence  addresses,  occupation  or
          employment and shares held by the nominee;

     o    any  other  information  relating  to  such  nominee  required  to  be
          disclosed in a proxy statement; and

     o    the name, address and number of shares held by the stockholder.

                                       21

     These  requirements are separate from and in addition to the requirements a
stockholder must meet to have a proposal included in our proxy statement.

     Any notice given pursuant to the foregoing requirements must be sent to our
Secretary at 1158  Broadway,  Hewlett,  New York 11557.  The foregoing is only a
summary of the  provisions of our By-Laws that relate to  stockholder  proposals
and stockholder nominations for director. Any stockholder desiring a copy of our
By-Laws will be furnished one without  charge upon receipt of a written  request
therefor.

                                 OTHER BUSINESS

     While the  accompanying  Notice of Annual Meeting of Stockholders  provides
for the  transaction  of such other  business  as may  properly  come before the
meeting,  we have no  knowledge  of any matters to be  presented  at the meeting
other  than  those  listed as  Proposals  1 and 2 in the  notice.  However,  the
enclosed proxy gives discretionary authority in the event that any other matters
should be presented.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     This proxy  statement is accompanied by a copy of our Annual Report on Form
10-KSB for the year ended  December  31, 2002 (the "2002 Form  10-KSB")  and our
Quarterly  Report on Form  10-QSB for the period  ended June 30, 2003 (the "June
30, 2003 Form 10-QSB").

     The following  information from our 2002 Form 10-KSB (File No. 0-1665),  as
filed  with the SEC  pursuant  to Section 13 or 15(d) of the  Exchange  Act,  is
hereby incorporated by reference into this proxy statement:

     o    "Management's  Discussion and Analysis or Plan of Operation," included
          in Item 6 thereof;

     o    our consolidated  financial statements as of December 31, 2002 and for
          the  years  ended  December  31,  2001 and  2002,  included  in Item 7
          thereof; and

     o    "Changes in and Disagreements  with  Accountants,"  included in Item 8
          thereof.

     The  following  information  from our June 30, 2003 Form  10-QSB  (File No.
0-1665),  as filed with the SEC  pursuant to Section 13 or 15(d) of the Exchange
Act, is hereby incorporated by reference into this proxy statement:

     o    Our consolidated  financial statements as of June 30, 2003 and for the
          six months  ended June 30,  2003 and 2002,  included in Part I, Item 1
          thereof; and

                                       22

     o    "Management's  Discussion and Analysis or Plan of Operation," included
          in Part I, Item 2 thereof.

     Any  statement  contained  in a document  incorporated  herein by reference
shall be  deemed  to be  modified  or  superseded  for  purposes  of this  proxy
statement to the extent that a statement contained herein modifies or supersedes
such  statement.  Any statement so modified or  superseded  shall not be deemed,
except  as so  modified  or  superseded,  to  constitute  a part of  this  proxy
statement.

                                                      Barry B. Goldstein
                                                      Chief Executive Officer

Hewlett, New York
October 1, 2003

                                       23

                                DCAP GROUP, INC.

           This Proxy is Solicited on Behalf of the Board of Directors

     The undersigned hereby appoints Barry B. Goldstein as proxy, with the power
to appoint his substitute,  and hereby  authorizes him to represent and vote, as
designated on the reverse side,  all the common shares of DCAP Group,  Inc. (the
"Company")  held of  record  by the  undersigned  at the  close of  business  on
September 23, 2003 at the Annual Meeting of  Stockholders  to be held on October
30, 2003 or any adjournment thereof.

                (Continued and to be signed on the reverse side)

                        ANNUAL MEETING OF STOCKHOLDERS OF

                                DCAP GROUP, INC.

                                October 30, 2003

                           Please date, sign and mail
                             your proxy card in the
                            envelope provided as soon
                                  as possible.

     Please detach along perforated line and mail in the envelope provided.
- --------------------------------------------------------------------------------

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.  PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  X
                                             ---

1.      Election of Directors:

- ---- FOR ALL NOMINEES

- ---- WITHHOLD AUTHORITY FOR ALL NOMINEES

- ---- FOR ALL EXCEPT
     (See instructions below)
          NOMINEES:

         --    Barry B. Goldstein    ________________
         --    Morton L. Certilman   ________________
         --    Jay M. Haft           ________________
         --    Robert M. Wallach     ________________

     The Company's Restated Certificate of Incorporation provides for cumulative
voting  of  shares  for  the  election  of  directors,  which  means  that  each
stockholder has the right to cumulate his votes and give to one or more nominees
as many votes as equals the number of directors to be elected (four)  multiplied
by the number of shares he is entitled to vote. A stockholder may therefore cast
his votes for one nominee or distribute  them among two or more of the nominees.
A vote FOR includes discretionary authority to cumulate votes among nominees. To
cumulate specifically votes for any nominee, set forth the number of votes after
each  nominee.

Instruction:  To withhold authority to vote for any individual nominee(s),  mark
"FOR  ALL  EXCEPT"  and  fill in the  circle  next to each  nominee  you wish to
withhold, as shown here: X
                        ---

2. Proposal  to  authorize  the Board of  Directors  of the  Company to effect a
reverse split if determined necessary in its sole discretion.

         FOR ________                   AGAINST ____              ABSTAIN ____

3. In his discretion, the proxy is authorized to vote upon such other business
as may properly come before the meeting.

This proxy, when properly executed,  will be voted in the manner directed by the
undersigned  stockholder.  If no direction is made, this proxy will be voted FOR
the election of the named nominees as directors and FOR Proposal 2.

To  change  the  address  on your  account,  please  check  the box at right and
indicate  your new address in the space  above.  Please note that changes to the
registered name(s) on the account may not be submitted via this method. ____

Signature of Stockholder ________________________ Date:_________________

Signature of Stockholder ________________________ Date:_________________

Note:  Please sign exactly as name appears above.  When shares are held jointly,
each holder  should sign.  When signing as  attorney,  executor,  administrator,
trustee or guardian,  please give full title as such. If a  corporation,  please
sign in full corporate  name by duly  authorized  officer,  giving full title as
such. If a partnership or limited liability company,  please sign in partnership
or limited liability company name by authorized person.