<PAGE>


<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   

                                 FORM 10-K/A
                               AMENDMENT NO. 1
    

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                     For the Year ended December 31, 1998


                       Commission File Number: 0-27968



                            METEOR INDUSTRIES, INC.
             --------------------------------------------------
             (Exact Name of Issuer as Specified in its Charter)


           COLORADO                                 84-1236619
-------------------------------      ---------------------------------------
(State or Other Jurisdiction of      (I.R.S. Employer Identification Number)
 Incorporation or Organization)


          216 SIXTEENTH STREET, SUITE 730, DENVER, COLORADO  80202
          --------------------------------------------------------
                 (Address of Principal Executive Offices)

Issuer's telephone number including area code: (303)572-1135

Securities registered under to Section 12(b) of the Exchange Act:  None.

Securities registered under to Section 12(g) of the Exchange Act:

                        COMMON STOCK, $.001 PAR VALUE
                               Title of Class

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                               YES [ X ]     NO [   ]
   
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [ X ]
    
At March 30, 1999, 3,555,792 shares of Common Stock (the Registrant's only
class of voting stock) were outstanding.  The aggregate market value of the
Common Stock on that date held by non-affiliates was approximately $5,676,000.

DOCUMENTS INCORPORATED BY REFERENCE:  None.

<PAGE>
<PAGE>
   
                                PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Directors and Executive Officers of the Company are as follows:

         Name          Age               Positions and Offices Held
   ---------------     ---    ----------------------------------------------
   Edward J. Names      47    President, Chief Executive Officer and
                              Director

   Dennis R. Staal      50    Chief Financial Officer and Director

   Richard E. Kisser    44    Secretary/Treasurer, Vice President, Accounting
                              and Finance

   Ilyas Chaudhary      51    Director

   Irwin Kaufman        62    Director

   Richard E. Dana      55    Director

   Paul W. Greaves      46    President of Subsidiaries

   Robert K. Jensen     42    President of a Subsidiary

There is no family relationship between any Director or Executive Officer of
the Company.

Capco Acquisub, Inc. has the right to appoint two Directors, however only one,
Ilyas Chaudhary, is currently representing Capco Acquisub, Inc.

On September 10, 1998 a special meeting of the Board of Directors was held.
Rafiq Sayed resigned as a Director and Richard E. Dana was appointed to fill
the vacant Director's position.

On November 10, 1998 an Annual Meeting of the Board of Directors was held.  A
compensation committee was established and Irwin Kaufman, Richard Dana and
Dennis Staal were appointed to the committee.  Also established was an Audit
Committee. Irwin Kaufman, Richard Dana and Edward Names were appointed to the
audit committee.  Since November 10, 1998, the Compensation Committee has met
one time and the audit committee has not met as of the date of this filing.

Set forth below are the names of all Directors and Executive Officers of the
Company and its major subsidiaries, all positions and offices with the Company
held by each such  person, the period during which he has served as such, and
the principal occupations and employment of such persons during at least the
last five years:

EDWARD J. NAMES - President, Chief Executive Officer and Director.  Mr. Names
has been President and a Director of Meteor since it was incorporated in 1993.
Mr. Names has extensive experience in mergers and asset acquisitions as well
as small business matters such as business planning, financing, management and
contract negotiation.  Mr. Names was President of Alfa Resources, Inc. and its
subsidiaries from 1983 to 1995.  Mr. Names resigned as President of Alfa
Resources, Inc. as of the closing of the CRI acquisition and resigned as a
director in 1997.  In 1987, Mr. Names became Special Counsel to the law firm
of Wills and Sawyer, P.C., Denver, Colorado, and maintained that relationship


                                       2
<PAGE>

<PAGE>
until December 1992.  Mr. Names was associated with the firm of Nelson &
Harding, Denver, Colorado, from 1980 to 1981, and the law firm of Schmidt,
Elrod & Wills, Denver, Colorado, where he practiced corporate and securities
law and became a Partner in October 1982.  Mr. Names received a Bachelor of
Arts Degree in Economics from the University of Colorado in 1973, and a Juris
Doctorate from the University of Denver College of Law in 1980.  He devotes
his full time to the business of the Company and its subsidiaries.

DENNIS R. STAAL - Chief Financial Officer and Director.  Mr. Staal has been a
Director and Chief Financial Officer of the Company since July 1993 and was
Secretary/Treasurer from July, 1993 to March 1999.  He also serves as a
director of some of the Company's subsidiaries.  Mr. Staal is a graduate of
the University of Nebraska, where he received a Bachelor of Science degree in
Business Administration in 1970.  From 1970 through 1973, he was a CPA with
Arthur Andersen & Co.  From 1973 through 1976, he was Controller for the
Health Planning Council of Omaha.  From 1977 through 1981, he served as a
Director of Wulf Oil Corporation and as President of such company from 1979 to
1981.  From 1979 through 1982, he served as a Director of Chadron Energy
Corporation, and as Director of the First National Bank of Chadron.  From 1982
through 1984, he was Chief Financial Officer of High Plains Genetics, Inc.
From 1986 to 1991, Mr. Staal was Director and President of Saba Petroleum
Company.  Mr. Staal is currently a director and  Treasurer of Alfa Resources,
Inc. As of April 1, 1999,  Mr. Staal reduced the amount of time he devotes to
the business of the Company from 80% to approximately 50%.

RICHARD E. KISSER, Secretary/Treasurer and Vice President, Accounting and
Finance.  Mr. Kisser was hired in June 1998 and was appointed by the Board of
Directors as the Vice President, Accounting and Finance in August 1998.  On
March 1, 1999 Mr. Kisser was appointed as Secretary/Treasurer for the Company
by the Board of Directors.  Mr. Kisser graduated from Central Michigan
University, where he received a Bachelor of Science degree in Accounting and
Business Management in 1978.  From 1978 through 1981, he was an In-Charge
Staff Accountant with Pricewaterhouse LLP.  From 1981 through 1997, Mr. Kisser
was employed by Total Petroleum, Inc.  He started as Assistant Manager of
Corporate Accounting in 1981.  In 1983 he was appointed Manager of Crude Oil
of Accounting and held that position until 1988.  In 1988 he was promoted to
Manager of Financial Services and held that position until 1989 when he became
Manager of Crude Oil and Products Accounting.  He held that position until
1990 when he was promoted to Director of Internal Audit.

ILYAS CHAUDHARY - Director.  Mr. Chaudhary has been a Director of the Company
since November 1995.  He has also been an officer and director of Capco
Resources, Inc. ("CRI"), which became been a wholly-owned subsidiary of the
Company, in October 1993.  He was an officer and a director of Saba Petroleum
Company, (now Greka Energy Corporation) a publicly held oil and gas company
from 1985 until 1998.   Mr. Chaudhary is a director and controlling
shareholder of Capco Resources Ltd.,an Alberta Stock Exchange listed company
and also Meteor's largest shareholder.  Mr. Chaudhary has 25 years of
experience in various capacities in the oil and gas industry, including eight
years of employment with Schlumberger Well Services from 1972 to 1979.  Mr.
Chaudhary received a Bachelor of Science degree in Electrical Engineering from
the University of Alberta, Canada.

IRWIN KAUFMAN - Mr. Kaufman has been a director of the Company since August
1997.  Mr. Kaufman is a financial consultant facilitating contacts with the
investment community. Mr. Kaufman helps arrange financing for small and mid-
sized companies and consults with management to enhance shareholder value.  He
has worked as a financial consultant for the last several years. Mr. Kaufman



                                       3
<PAGE>


<PAGE>
has also been a principal consultant for Computer and Mathematics Education
for the Sherman Fairchild Foundation.

RICHARD E. DANA - Mr. Dana has been a director of the Company since September
1998.  Mr. Dana is a business manager with experience covering thirty years,
the last 26 years of which were in the petroleum industry in both the upstream
(oil and gas exploration and production)and the downstream (refining and
marketing) sectors.  From 1971 until 1998 Mr. Dana was employed by Total
Petroleum Ltd starting as a Controller in 1971, then as Treasurer in 1980 and
became a Senior Vice President and Chief Financial Officer in 1989.

PAUL W. GREAVES -  President and Chief Executive Officer of the subsidiaries
and General Manager of Operations for the Company.  Mr. Greaves has been the
President and Chief Executive Officer of the following subsidiaries: Meteor
Marketing, Inc. (formerly Pyramid Stores, Inc.) and its subsidiaries, Graves
Oil & Butane Co., Inc. and Meteor Stores, Inc. (formerly Hillger Oil Company)
since in April, 1996.  Mr. Greaves has been Chief Executive Officer of
Fleischli Oil Company, Inc. since August, 1997.  Prior to working for the
Company, Mr. Greaves held the position of Regional Manager, Rocky Mountain
Region, for Propane Continental of Overland Park, Kansas, from April 1994 to
April 1996.  From 1989 until 1994, Mr. Greaves was Director of Business
Development for the Wescourt Group of Denver, Colorado, a petroleum marketing
and distribution holding company.  Mr. Greaves devotes his full time to the
business of the Company and its subsidiaries described above.

ROBERT JENSEN - President of Fleischli Oil Company, Inc. (a subsidiary of
Meteor)and General Manager of the Company's commercial division. Mr. Jensen
started with Fleischli in the early 1970's has held several management and
non-management positions including warehouse/delivery person,  assistant
manager of several retail gasoline stations and regional sales representative.
Mr. Jensen became President of Fleischli in 1993.  Mr. Jensen graduated from
the University of Wyoming in 1981. He is involved in numerous industry
organizations having earned Salesman of the Year awards from both the Wyoming
Contractors Associations and the Wyoming Mining Association. Mr. Jensen is a
board member of the Wyoming Chapter of the National Multiple Sclerosis
Society, Cheyenne LEADS economic development group and Chairman of the
Cheyenne, Laramie County Economic Development Joint Powers Board and member of
the U.S. Chamber of Commerce.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on a review of Forms 3 and 4 and amendments thereto furnished to
the Company during its most recent fiscal year, and Forms 5 and amendments
thereto furnished to the Company with respect to its most recent fiscal year
and certain representations, no persons who were either a director, officer,
or beneficial owner of more than 10% of the Company's common stock, failed to
file on a timely basis reports required by section 16(a) of the Exchange Act
during the most recent fiscal year.

ITEM 11.  EXECUTIVE COMPENSATION

The following information regarding the executive compensation for the
Company's Chief Executive Officer and  President for the fiscal years ended
December 31, 1998, 1997, and 1996.  No other Executive Officer received salary
and bonus in excess of $100,000 during such periods.



                                       4
<PAGE>

<PAGE>
<TABLE>
<CAPTION>
                               SUMMARY COMPENSATION TABLE

                                                 Long Term Compensation
                                              ----------------------------
                      Annual Compensation          Awards        Payouts
                   -------------------------  ----------------- ----------
                                                        Securi-
                                                        ties
                                                        Under-
                                      Other   Re-       lying               All
                                      Annual  stricted  Options/            Other
Name and Principal                    Compen- Stock     SARs     LTIP       Compen-
    Position      Year  Salary  Bonus sation  Award(s) (Number)  Payouts    sation
----------------- ---- -------- ----- ------ --------- -------   ---------  ------
<S>               <C>  <C>      <C>   <C>    <C>       <C>       <C>        <C>
Edward J. Names   1998 $105,000  --   $8,078*    --     36,910        --       --
 President and    1997 $105,000  --   $5,500*    --         --        --       --
Chief Executive   1996 $101,250  --   $5,040*    --         --        --       --
 Officer

</TABLE>
___________________

* Represents premiums paid on health insurance policies  and the use of a
Company vehicle.

<TABLE>
<CAPTION>
                       OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                 INDIVIDUAL GRANTS

                                                                  Potential
                                                                  Realizable
                               Percent                            Value at Assumed
                 Number of     Of Total                           Annual Rates
                 Securities    Options/SARs  Exercise             Of Stock Price
                 Underlying    Granted To    Or Base              Appreciation
                 Options/SARs  Employees In  Price    Expiration  For Option Term
Name             Granted (#)   Fiscal Year   ($/Sh)   Date        5%($)    10%($)
---------------  ------------  ------------  -------- ----------  ------   -------
<S>              <C>           <C>           <C>      <C>         <C>      <C>

Edward J. Names    10,000        5.0%        $3.0625    5/29/03   $ 8,461  $18,697
                   26,910       13.4%        $3.375    11/11/03   $25,080  $55,435

</TABLE>



                                       5
<PAGE>


<PAGE>

                   AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                              AND FY-END OPTION/SAR VALUES

                                        Securities
                                        Underlying         Value of Unexer-
                    Shares              Unexercised        cised in-the
                    Acquired            Options SARs       Money Options/
                    On                  At FY-end          SARs AT FY-end
                    Exercise  Value     Exercisable/       Exercisable/
      Name          (Number)  Realized  Unexercisable      Unexercisable
----------------   ---------  --------  -------------      ----------------
Edward J. Names         -0-       -0-   110,000/26,910        $-0-/$-0-


EMPLOYMENT ARRANGEMENTS

EDWARD J. NAMES, President of the Company, entered into a five-year employment
agreement with the Company which became effective in January 1994, which
provides that Mr. Names is required to devote substantially full time to the
business of the Company.  The agreement was amended in January 1999 to provide
for an annual salary of $125,000 plus an annual bonus based upon the financial
performance of the Company.  Pursuant to his employment agreement, Mr. Names
is allowed to devote up to 10 hours per month to other business operations
including his duties as a director or officer in other companies. Absent
notice to the contrary from the Company or Mr. Names, the five-year term of
the employment agreement renews automatically each year and such agreement has
been renewed each year.  The Company can terminate his employment, however, at
any time without cause and be obligated only for two years salary.  The
employment agreement includes a covenant not to compete which is effective for
one year after termination of employment.

DENNIS R. STAAL, Director of the Company has a three year consulting agreement
which provides for a fee of $400.00 per day for services as well as restricted
stock bonuses as approved by the Company's compensation committee. He devotes
approximately 50% of his time to the business of the Company and its
subsidiaries.  The Company may terminate Mr. Staal's consulting agreement at
any time and be obligated for a maximum payment of approximately $50,000.  The
agreement includes a covenant not to compete for nine months after termination
if Mr. Staal terminates the contract.
 
PAUL W. GREAVES entered into a three year employment agreement with the
Company's subsidiary, Meteor Marketing, Inc. which became effective in January
of 1999.  Mr. Greaves is required to devote full time to the business of the
Company.  The agreement calls for a base salary of $90,000 per year plus an
annual bonus based upon improved financial performance of Meteor and its
subsidiaries.  The Company may terminate Mr. Greaves's employment at any time,
without cause and be obligated for twelve months base salary and accrued but
unpaid bonuses.  The employment agreement includes a covenant not to compete
which is effective for six months after termination of employment.

ROBERT K. JENSEN, President of one of the Company's subsidiaries, entered into
an eighteen month agreement in August 1997 which was amended in January 199 to
a three year employment agreement.  The amended agreement provides for an
annual salary of $79,000 plus an annual bonus based upon improved financial
performance of the Company and certain of its subsidiaries.  The Company may
terminate Mr. Jensen's employment at any time, without cause and be obligated
for twelve months base salary and accrued but unpaid bonuses.  The employment



                                       6
<PAGE>


<PAGE>
agreement includes a covenant not to compete which is effective for six months
after termination of employment.

STOCK OPTION PLAN

A stock option plan providing for the issuance of incentive stock options and
non-qualified stock options to Meteor's employees was approved by Meteor's
shareholders on April 15, 1993.  Pursuant to the Plan, 500,000 shares of
Meteor's $.001 par value Common Stock have been reserved for issuance.  As of
March 31, 1999, and after reducing the number of expired options, 418,000
options were issued and outstanding under the Plan.

In March 1998 Meteor granted 5,000 options each to Irwin Kaufman and Rafiq
Sayed, Directors of the Company.  One half of such options vest immediately
and one half vest in March of 1999.  The exercise price is $4.25 per share.
Also in March, Meteor issued a total of 33,500 options to certain employees of
the Company.  Such options vest over five years and expire in March 2008.

In May of 1998 Meteor granted 10,000 options each to Edward Names, Dennis
Staal and Paul Greaves for personally guaranteeing a subsidiary note.  These
options vest immediately, the exercise price is $3.06 and expire in 2003.

In June of 1998 Meteor granted 10,000 options to Richard Kisser, Vice-
President, Accounting and Finance.  These options vest over three years and
expire in June 2001.  The exercise price is $3.75.

In September 1998, Meteor granted 15,000 options to Richard Dana, Director.
These options vest over three years and the exercise price is $4.125.

INCENTIVE EQUITY PLAN

The Board of Directors adopted the 1998 Incentive Equity Plan of the Company
(the "Incentive Plan") on November 10, 1998, which was approved by the
Stockholders at the Special Meeting of Shareholders held on the same day.

The purpose of the Incentive Plan is to enable the Company to attract officers
and other key employees and consultants and to provide them with appropriate
incentives and rewards for superior performance.  The Incentive Plan affords
the Company the ability to respond to changes in the competitive and legal
environments by providing the Company with greater flexibility in key employee
and executive compensation than was available through the previously approved
plan or individual stock option agreements.  This plan is designed to be an
omnibus plan allowing the Company to grant a wide range of compensatory awards
including stock options, stock appreciation rights, restricted stock, deferred
stock and performance shares or units.  The Incentive Plan is intended  to
encourage stock ownership by recipients by providing for or increasing their
proprietary interests in the Company, thereby encouraging them to remain in
the Company's employment.  The Incentive Plan has been prepared to comply with
all applicable tax and securities laws, including Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and state and
federal tax laws.

Subject to adjustment as provided in the Incentive Plan, the number of shares
of Common Stock that may be issued or transferred, plus the amount of shares
of common Stock covered by outstanding awards granted under the Incentive
Plan, shall not in the aggregate exceed 750,000.  The number of Performance
Units granted under the Incentive Plan shall not in the aggregate exceed
200,000.  The number of shares of Common Stock granted under the Incentive


                                       7
<PAGE>


<PAGE>
Plan to any individual in any calendar year shall not in the aggregate exceed
100,000.

In November of 1998 Meteor issued a total of 95,500 options to certain
employees of the Company as part of the Company 1998 bonus plan.  The exercise
price is $3.375 and the options will vest on November 9, 1999.   These options
expire November 9, 2003.

In January of 1999 Richard Kisser was granted an additional incentive stock
option to purchase 10,000 shares at the exercise price of $3.00 per share.
These options were issued per his employment agreement and the options will
vest over a three period.

As of March 31, 1999, 355,500 options were issued and outstanding under the
Incentive Plan.

DIRECTOR COMPENSATION

Outside Directors of the Company receive fees of $250 per meeting for
telephone meeting and $750 per meeting for attendance at a meeting in person.
Each Director is reimbursed for all reasonable and necessary costs and
expenses incurred as a result of being a Director of the Company. In addition,
the Company issues options to its Directors as determined by the Board. In
January of 1999 Meteor issued to all five directors 50,000 options each at the
exercise price of $3.75.  These options are non-qualified options granted
pursuant to the Company's Incentive Equity Plan and vested immediately but
become exercisable ratably over five years.

In addition to his earned regular compensation as a Director, Irwin Kaufman
received 27,500 additional options in March 1998 for outside consulting
services.  These options were granted under the Company's Stock Option Plan at
an exercise price of $4.25 per share.  These options expire in March 2001.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 1999, the stock ownership of
each person known by the Company to be the beneficial owner of five percent or
more of the Company's Common Stock, all Directors individually and all
Directors and Officers of the Company as a group.  Except as noted, each
person has sole voting and investment power with respect to the shares shown.


    NAME AND ADDRESS            AMOUNT OF BENEFICIAL    PERCENTAGE
   OF BENEFICIAL OWNER              OWNERSHIP            OF CLASS

Capco Resources Ltd.               1,243,350               31.7%
#950, 444 - 5th Avenue, S.W.
Calgary, Alberta
Canada TOP 2T8

Edward J. Names                      427,640(1)            10.9%
216 - 16th Street, Suite 730
Denver, CO 80202



                                       8
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<PAGE>
Ilyas Chaudhary                    1,353,350(2)            34.5%
#950, 444 - 5th Avenue, SW
Calgary, Alberta
Canada TOP 2T8

Dennis R. Staal                      140,932(3)             3.6%
216 - 16th Street, Suite 730
Denver, CO  80202

Irwin Kaufman                         58,600(4)             1.5%
8224 Paseo Vista Drive
Las Vegas, NV 89128

Richard Dana                          15,000(5)             .04%
128 Ash Street
Denver, CO 80220

The Estate of Theron J. Graves     1,002,915(6)           22.0%
761 South Miller
Farmington, NM  87499

All Executive Officers and         2,051,062(7)(8)         51.7%
Directors as a Group
(8 Persons)
__________________

(1)  Represents 40,240 shares held directly by Mr. Names, 265,000 shares held
     by NFF, Ltd., a limited partnership of which he served as general partner;
     2,400 shares held by his wife of which he disclaims beneficial ownership,
     and 120,000 shares underlying stock options exercisable within 60 days by
     Mr. Names.  Of the shares held by NFF, Ltd.

(2)  Includes shares of the Company held by Capco Resources Ltd. of which Mr.
     Chaudhary is Chairman of the Board, Chief Executive Officer and bene-
     ficially owns over 50% of its outstanding stock and 110,000 shares
     underlying stock options exercisable within 60 days by Mr. Chaudhary.

(3)  Includes 5,400 shares held by Mr. Staal; 71,500 shares held by PAMDEN,
     Ltd., a limited partnership of which Mr. Staal is general partner; 8,432
     shares held by Mystique Resources Company which is wholly owned by PAMDEN,
     Ltd.; 600 shares held by an IRA and 55,000 shares underlying stock options
     exercisable within 60 days by Mr. Staal.

(4)  Consists of 45,500 shares underlying stock options and warrants exercis-
     able within 60 days by Mr. Kaufman and 13,600 shares owned by Mr. Kaufman
     directly.

(5)  Consists of 15,000 shares underlying stock options exercisable within 60
     days by Mr. Dana.

(6)  Represents shares of the Company's Common Stock which the estate of Mr.
     Graves presently has the right to acquire upon the exchange of shares of
     Graves Preferred Stock. The percentage calculation is based on actual
     shares outstanding at March 31, 1999.

(7)  Includes 8,985 shares held directly and 40,000 shares underlying stock
     options exercisable within 60 days held by Paul W. Greaves, who is
     President and Chief Executive Officer of certain of the Company's
     subsidiaries.

(8)  Includes 4,190 shares held directly and 2,365 shares underlying stock
     options exercisable within 60 days  by Robert Jensen, who is President 
     of Fleischli Oil Company, Inc.

                                       9
<PAGE>

<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS INVOLVING THE COMPANY'S OFFICERS AND DIRECTORS

The Company leases certain real estate from the preferred stockholder of a
subsidiary.  For the year ended December 31, 1998, rents paid were $60,000.

The Company leases rolling stock from various related parties under capital
lease agreements.  The total obligation paid under these agreements for the
year ended December 31, 1998 was $69,000.

The Company sells its product to entities controlled by Gus Fleischli, a
Director of one of the Company's subsidiaries.  During the year ended December
31, 1998, revenues reported amounted to $66,000.

In June of 1998, the Company repurchased 533,000 shares of its outstanding
common stock for $2,000,000 from Capco Resources, Ltd.  Capco Resources, Ltd.
is the Company's largest shareholder, and Ilyas Chaudhary, a Director of the
Company, is a director and controlling shareholder of Capco Resources, Ltd.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  The following statements have previously been filed as part of this
Report:
    
                                                                     Page(s)

Report of Independent Accountants ................................     F-1
Consolidated Balance Sheets - December 31, 1998 and 1997 .........     F-2
Consolidated Statements of Operations - years ended December 31,
     1998, 1997 and 1996..........................................     F-4
Consolidated Statement of Shareholders' Equity - years ended
     December 31, 1998, 1997 and .................................     F-5
Consolidated Statements of Cash Flows - years ended December 31,
     1998, 1997 and 1996..........................................     F-6
Notes to Consolidated Financial Statements .......................     F-9

Financial Statement Schedule

Report of Independent Accountants.................................     S-1
Schedule 2 - Valuation and Qualifying Accounts....................     S-2

(b)

Exhibit
Number          Description                         Location
-------  --------------------------   ------------------------------------
 3.1     Articles of Incorporation,   Incorporated by reference to Exhibit
         as amended                   2.1 to Registrant's Form 1-A Offering
                                      Statement (SEC File No. 24D-3802 SML)



                                       10
<PAGE>


<PAGE>
 3.2     Bylaws                       Incorporated by reference to Exhibit
                                      2.2 to Registrant's Form 1-A Offering
                                      Statement (SEC File No. 24D-3802 SML)

10.1     Stock Option Plan            Incorporated by reference to Exhibit
                                      6.1 to Registrant's Form 1-A Offering
                                      Statement (SEC File No. 24D-3802 SML)

10.2     Stock Purchase Agreement     Incorporated by reference to Exhibit
         among Registrant, Graves     6.2 to Registrant's Form 1-A Offer-
         Oil & Butane Co., Inc. and   ing Statement (SEC File No. 24D-3802
         Theron J. Graves dated June  SML)
         23,1993, Amendment dated
         August 23, 1993 and Closing
         Memorandum dated September
         28, 1993

10.3     $2,350,000 Promissory Note   Incorporated by reference to Exhibit
         payable to Theron J. Graves  6.3 to Registrant's Form 1-A Offering
         and Security Agreement       Statement (SEC File No. 24D-3802 SML)

10.4     Notes Receivable ($550,000   Incorporated by reference to Exhibit
         and $100,000) from Theron    6.4 to Registrant's Form 1-A Offer-
         J. Graves                    ing Statement (SEC File No. 24D-3802
                                      SML)

10.5     Registration Agreement       Incorporated by reference to Exhibit
         regarding Subsidiary's       6.5 to Registrant's Form 1-A Offering
         Preferred Stock              Statement (SEC File No. 24D-3802 SML)

10.6     Security Agreement regard-   Incorporated by reference to Exhibit
         ing Subsidiary's Preferred   6.6 to Registrant's Form 1-A Offering
         Stock                        Statement (SEC File No. 24D-3802 SML)

10.7     Consulting Agreement with    Incorporated by reference to Exhibit
         Theron J. Graves             6.7 to Registrant's Form 1-A Offering
                                      Statement (SEC File No. 24D-3802 SML)

10.8     Lease regarding corporate    Incorporated by reference to Exhibit
         offices and storage yard     6.11 to Registrant's Form 1-A Offer-
                                      ing Statement (SEC File No. 24D-3802
                                      SML)

10.9     Lease regarding Albuquerque  Incorporated by reference to Exhibit
         warehouse                    6.12 to Registrant's Form 1-A Offer-
                                      ing Statement (SEC File No. 24D-3802
                                      SML)

10.10    Lease regarding East Main    Incorporated by reference to Exhibit
         Properties                   6.13 to Registrant's Form 1-A Offer-
                                      ing Statement (SEC File No. 24D-3802
                                      SML)

10.11    Norwest Credit and Security  Incorporated by reference to Exhibit
         Agreement                    6.14 to Registrant's Form 1-A Offer-
                                      ing Statement (SEC File No. 24D-3802
                                      SML)




                                       11
<PAGE>


<PAGE>
10.12    $4,000,000 Note Payable to   Incorporated by reference to Exhibit
         Norwest (partially drawn     6.15 to Registrant's Form 1-A Offer-
         upon)                        ing Statement (SEC File No. 24D-3802
                                      SML)

10.13    Meteor Corporate Guarantee   Incorporated by reference to Exhibit
         as regarding Norwest         6.16 to Registrant's Form 1-A Offer-
                                      ing Statement (SEC File No. 24D-3802
                                      SML)

10.14    Employment Agreement with    Incorporated by reference to Exhibit
         Edward J. Names              6.17 to Registrant's Form 1-A Offer-
                                      ing Statement (SEC File No. 24D-3802
                                      SML)

10.15    Leases regarding Cortez      Incorporated by reference to Exhibit
         truck stop                   6.18 to Registrant's Form 1-A Offer-
                                      ing Statement (SEC File No. 24D-3802
                                      SML)

10.16    Agreement between the        Incorporated by reference to Exhibit
         Registrant and Hillger Oil   10.16 to Company's Registration
                                      Statement on form 10 (SEC File No.
                                      0-27986)

10.17    Lease Agreement between      Incorporated by reference to Exhibit
         Hillger Oil Co., Inc. and    10.17 to Company's Registration
         Hillco, Inc.                 Statement on Form 10 (SEC File No.
                                      0-27968)

10.18    Credit and Security Agree-   Incorporated by reference to Exhibit
         ment between Hillger Oil     10.18 to Company's Registration
         Co., Inc. and Norwest        Statement on Form 10 (SEC File No.
         Business Credit, Inc.        0-27968)

10.19    Project Development and      Incorporated by reference to Exhibit
         Shareholders' Agreement      10.19 to Company's Registration
         for Pakistan Power Project   Statement on Form 10 (SEC File No.
                                      0-27968)

10.20    Amended and Restated Share   Incorporated by reference to Exhibit
         Exchange and Reorganization  10.20 to Company's Registration
         Agreement                    Statement on Form 10 (SEC File No.
                                      0-27968)

10.21    Amendment to Employment      Incorporated by reference to Exhibit
         Agreement with Edward J.     10.21 to Company's Registration
         Names                        Statement on Form 10 (SEC File No.
                                      0-27968)

10.22    Amended and Restated         Incorporated by reference to Exhibit
         Promissory Note from Saba    10.22 to Company's Registration
         Petroleum Company to Capco   Statement on Form 10 (SEC File No.
         Resources, Inc.              0-27968)

10.23    1997 Incentive Plan          Incorporated by reference to Exhibit
                                      10.23 to Company's Form 10-K dated
                                      12/31/96 (SEC File No. 0-27968)




                                       12
<PAGE>


<PAGE>
10.24    Second Amended and Restated  Incorporated by reference to Exhibit
         Agreement between Meteor     10.24 to Company's Form 10-K dated
         Industries, Inc., Capco      12/31/96 (SEC File No. 0-27968)
         Resources, Inc. and Saba
         Petroleum Company

10.25    Shareholder's Agreement      Incorporated by reference to Exhibit
         among Cogen Technologies,    10.25 to Company's Form 10-K dated
         Saba Capital Company, LLC,   12/31/96 (SEC File No. 0-27968)
         Capco Resources, Inc., et al

10.26    Letter Agreement with        Incorporated by reference to Exhibit
         Western Energy Resources     10.26 to Company's Form 10-K dated
         Limited                      12/31/96 (SEC File No. 0-27968)

10.27    Letter Agreement between     Incorporated by reference to Exhibit
         Meteor Industries, Inc.      10.27 to Company's Form 10-K dated
         and Capco Resources, Ltd.    12/31/96 (SEC File No. 0-27968)
         dated April 23, 1996

10.28    Meteor Corporate Guaranty    Incorporated by reference to Exhibit
         with Norwest Business        10.28 to Company's Form 10-K dated
         Credit, Inc.                 12/31/97 (SEC File No. 0-27968)

10.29    Revolving Note with Nor-     Incorporated by reference to Exhibit
         west Business Credit, Inc.   10.29 to Company's Form 10-K dated
                                      12/31/97 (SEC File No. 0-27968)

10.30    Credit and Security          Incorporated by reference to Exhibit
         Agreement                    10.30 to Company's Form 10-K dated
                                      12/31/97 (SEC File No. 0-27968)

10.31    Agreement between Tri-       Incorporated by reference to Form 8-K
         Valley Gas Co.; Share-       dated May 29, 1998 (SEC File No.
         holders and Fleischli Oil    0-27968)
         Company, Inc. to Purchase
         Tri-Valley Gas Co.

10.32    Agreement between Capco      Incorporated by reference to Form 8-K
         Capco Acquisub, Inc. and     dated December 31, 1998
         and Nevada Manhattan Mining  (SEC File No. 0-27968)
         Incorporated to sell Capco
         shares of Meteor stock

10.33    Agreement between Capco      Incorporated by reference to Form 8-K
         Acquisub, Inc. and Nevada    dated January 11, 1999
         Manhattan Mining Incor-      (SEC File No. 0-27968)
         porated to change control
         in of the Corporation
   
 
21       Subsidiaries of the          Previously filed
         Registrant

27.1     Financial Data Schedule for  Previously filed
         fiscal year ending
         December 31, 1998
    



                                       13
<PAGE>


<PAGE>
                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned thereunto duly authorized.

                                    METEOR INDUSTRIES, INC.



Dated: April 30, 1999               By:/s/ Edward J. Names
                                       Edward J. Names, President