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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A
   
                                AMENDMENT NO. 2
    
                              --------------------
(MARK ONE)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                       OR

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

                           COMMISSION FILE NO. 0-9300
                               HARCOR ENERGY, INC.

             (Exact name of registrant as specified in its charter)

            DELAWARE                                             33-0234380
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

  4400 POST OAK PARKWAY, SUITE 2220
           HOUSTON, TX                                            77027-3413
(Address of principal executive office)                           (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 961-1804

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                          NAME OF EACH EXCHANGE
      TITLE OF EACH CLASS                                  ON WHICH REGISTERED
      -------------------                                  -------------------
             NONE                                                  NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          COMMON STOCK, $0.10 PAR VALUE

                                (TITLE OF CLASS)

       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 check mark 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 26, 1998, the registrant had 16,268,387 shares of common stock
outstanding. The aggregate market value on March 26, 1998 of the registrant's
common stock held by non-affiliates of the registrant (including beneficial
owners holding less than 10% of the registrant's common stock) was $26,278,000
(based upon the last reported sales price of the registrant's common stock as
quoted on such date by the National Association of Securities Dealers, Inc.
Automated Quotation System).

       Document incorporated by reference:  None.

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       HarCor Energy, Inc. hereby amends its Annual Report on Form 10-K for the
year ending December 31, 1997, to file Exhibits 10:19, 10:20 and 10:21, which
were listed in Item 14 of the original filing but were inadvertently omitted or
mis-numbered in the original filing.
    


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                                   SIGNATURES


         Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       HARCOR ENERGY, INC.
                                       (Registrant)


   
Date:  April 16, 1998                  By: /s/ Francis H. Roth
    
                                           -------------------------------------
                                           Francis H. Roth
                                           President and        
                                           Chief Operating
                                           Officer                        

     

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                               INDEX TO EXHIBITS
                               -----------------

            10.19       Form of Severance Agreement between the Company and each
                        employee of the Company.
            10.20       Purchase and Sale Agreement between the Company and
                        Penroc Oil Corporation, dated December 3, 1997.
            10.21       Letter Agreement dated January 15, 1998, amending the
                        Purchase and Sale Agreement between the Company and
                        Penroc Oil Corporation dated December 3, 1997.