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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A

                              --------------------
(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 and restates Item 12 of its Annual 
Report on Form 10-K for the year ending December 31, 1997, to disclose a 
correction to the "Security Ownership of Certain Beneficial Owners and 
Management" table.


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                              HarCor Energy, Inc.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

      The following table sets forth information as to the number and percentage
of shares of Common Stock owned beneficially as of March 25, 1998 by (i) each
person known to the Company to be the beneficial owner of more than 5% of the
Common Stock, (ii) each director and each nominee for election as a director,
(iii) each Named Executive Officer and (iv) all directors and officers of the
Company as a group. Unless otherwise indicated in the footnotes following the
table, each named beneficial owner had sole voting and investment power over the
shares of Common Stock shown as beneficially owned by them.


<TABLE>
<CAPTION>
                                                  Shares Owned
                                                  Beneficially
                                                      As of            Percent
          Beneficial Owner(1)                    March 25, 1998(2)     of Class
          -------------------                    -----------------     --------
<S>                                              <C>                   <C>
Robert J. Cresci (3)..............................     27,500               *
Vinod K. Dar (3)..................................     22,500               *
David E.K. Frischkorn, Jr.(3).....................     17,500               *
Mark G. Harrington(3)(4)..........................    406,812             2.5
Albert J. McMullin (3)............................     56,000               *
Herbert L. Oakes, Jr.(3)..........................     22,500               *
Gary S. Peck(3)...................................    160,500               *
Francis H. Roth(3)................................    204,625             1.2
FMR Corp.(5)......................................  1,244,000             7.4
Trust Company of the West(6)......................  1,730,710            10.6
Paulson Partners (7)..............................  1,516,800             9.3
Timothy R. Barakett(8)............................  1,046,600             6.4
Turnberry Capital Management, L.L.C.(9)...........  1,359,200             8.4
All Directors and Officers as a group
   (8 persons)(4)(10).............................    917,937             5.6
</TABLE>


----------
*    Less than 1%

(1)  Information with respect to beneficial ownership is based on information
     publicly available or furnished to the Company by each person included in
     this table.

(2)  Includes, in each case, shares deemed beneficially owned by such persons or
     entities pursuant to Rule 13d-3 promulgated under the Securities Exchange
     Act of 1934, as amended, because such persons or entities have the right to
     acquire such shares within 60 days upon the exercise of stock options or
     similar rights or because such persons or entities have or share investment
     or voting power with respect to such shares.

(3)  Includes, 27,500, 17,500, 17,500, 252,500, 47,500, 17,500, 75,500, and
     116,500 shares for Messrs. Cresci, Dar, Frischkorn, Harrington, McMullin,
     Oakes, Peck, and Roth, respectively, purchasable within 60 days upon the
     exercise of stock options.

(4)  Mr. Harrington is the Chief Executive Officer and Chairman of the Board of
     Directors of the Company. The number of shares indicated includes 10,126
     shares held by Harrington and Company E V Fund I, Ltd., a limited
     partnership, of which Harrington and Company International Incorporated is
     the general or managing partner. Mr. Harrington is the majority
     stockholder, the President and a director of Harrington and Company
     International Incorporated. As a result, voting and investment power over
     such shares may be deemed to be shared between Mr. Harrington and


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     Harrington and Company International Incorporated. Mr. Harrington disclaims
     beneficial ownership of such shares.

(5)  The principal business address for FMR Corp. is 82 Devonshire Street,
     Boston, Massachusetts 02109. Includes of 550,000 shares issuable upon
     exercise of a warrant granted to Fidelity Management & Research Company
     ("Fidelity"), a wholly-owned subsidiary of FMR Corp., as a result of
     Fidelity's acting as investment advisor to various investment companies
     registered under the Investment Company Act of 1940. FMR Corp. disclaims
     sole power to vote or direct the voting of the shares owned directly by the
     Fidelity Funds, which power resides with the Funds' Boards of Trustees.
     Fidelity carries out the voting of the shares under written guidelines
     established by the Funds' Boards of Trustees. FMR Corp., through its
     control of Fidelity, and the Funds share the power to dispose of the
     1,244,000 shares owned and assumed to be owned by the Funds.

(6)  The business address of Trust Company of the West ("TCW") is 865 South
     Figueroa, Suite 1800, Los Angeles, CA 90017. Includes 1,474,359 shares
     beneficially owned by a General Mills pension fund, over which TCW controls
     voting and investment power as Investment Manager and Custodian. TCW
     disclaims beneficial ownership of the 1,474,359 shares.

(7)  The principal business address for Paulson Partners LP is 277 Park Avenue,
     26th Floor, New York, NY 10172.

(8)  The principal business address for Timothy R. Barakett is c/o Atticus
     Holdings, L.L.C. is 590 Madison Avenue, 32nd Floor, New York, NY 10022.
     Timothy R. Barakett is deemed, through sole voting and sole dispositive
     powers, to beneficially own 1,046,600 shares held in the aggregate by
     certain managed funds and accounts.

(9)  The principal business address for Turnberry Capital Management, L.L.C.
     ("Turnberry") is Two Greenwich Office Park, Greenwich, CT 06831. Turnberry
     is managing general partner for certain investment partnerships which hold
     the shares and has sole power to vote all securities owned by them.

(10) Includes 572,000 shares purchasable within 60 days upon the exercise of
     stock options.



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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 6, 1998                   By: /s/ Francis H. Roth
                                           -------------------------------------
                                           Francis H. Roth
                                           President and        
                                           Chief Operating
                                           Officer                        

     

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