SUPPLEMENT NO. 3 TO PROSPECTUS DATED JUNE 3, 1997 ------------------- 1,988,140 COMMON SHARES ------------------ SANDATA, INC. The Prospectus of SANDATA, Inc. (the "Company") dated June 3, 1997 is supplemented to reflect the assignment by Private Opportunity Partners II, Ltd., FL Limited Partnership ("POP"), a Selling Stockholder, to Barber & Bronson Incorporated ("B&B") of its warrant to acquire 23,750 Common Shares (the "Shares") of the Company (the "Warrant"). As a result of the assignment of the Warrant, the amount of Shares beneficially owned and offered for sale by POP is decreased by 23,750 Shares and the amount of Shares beneficially owned and offered for sale by B&B is increased by 23,750 Shares. The "Selling Stockholders" table with respect to POP and B&B is hereby supplemented as follows: Name Common Shares Number of Common Common Shares to be and Beneficially Shares Offered Beneficially Owned Address Owned (1) for Sale After Offering (2) Percent of Number Outstanding Private Opportunity Partners II, Ltd. FL Limited Partner- ship 47,500 47,500 -0- -0- Barber & Bronson Incorpo- rated 23,750(16) 23,750(16) -0- -0- <FN> <F16>Includes 23,750 Shares issuable upon the exercise of currently exercisable warrants. ---------------- October 22, 1997