UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                 FORM 10-K/A

                Annual Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934


For Fiscal Year Ended                          Commission File Number 0-13318
December 31, 1998


                           STAR TECHNOLOGIES, INC.
           (Exact name of registrant as specified in its charter)


            Delaware                                            93-0794452
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification No.)


                           1151-A Seven Locks Road
                          Potomac, Maryland  20854
                  (Address of principal executive offices)
                                 (Zip Code)


                               (301) 315-0240
            (Registrant's telephone number, including area code)

Securities registered pursuant        None
to Section 12(b) of the Act:

Securities registered pursuant        Common Stock, $.01 par value
to Section 12(g) of the Act:              (Title of each 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.

                           Yes   X         No

         The aggregate market value of voting stock held by non-affiliates of
the registrant as of March 24, 1999 was $5,255,000 based on the closing sale
price as reported by the OTC Bulletin Board.  22,060,384 shares of Common
Stock were outstanding as of March 24, 1999.

<PAGE>
Document incorporated by reference:

1.   Portions of the Registrant's definitive Proxy Statement for its Annual
     Meeting to be held June 21, 1999, are incorporated by reference into
     Part III of this Report on Form 10-K.


                                  PART III


Item 10.  Directors and Executive Officers of the Registrant

     Information set forth in the Company's definitive Proxy Statement for
its Annual Meeting to be held on June 21, 1999, which Proxy Statement will be
filed with the Securities and Exchange Commission no later than 120 days
after the end of the fiscal year covered by this Report, is incorporated
herein by this reference.  Also refer to the item entitled "Executive
Officers" in Part I of this Report on Form 10-K.

Item 11.  Executive Compensation

     Information set forth in the Company's definitive Proxy Statement for
its Annual Meeting to be held on June 21, 1999, which Proxy Statement will be
filed with the Securities and Exchange Commission no later than 120 days
after the end of the fiscal year covered by this Report, is incorporated
herein by this reference.

Item 12.  Security Ownership of Certain
          Beneficial Owners and Management

     Information set forth in the Company's definitive Proxy Statement for
its Annual Meeting to be held on June 21, 1999, which Proxy Statement will be
filed with the Securities and Exchange Commission no later than 120 days
after the end of the fiscal year covered by this Report, is incorporated
herein by this reference.

Item 13.  Certain Relationships and Related Transactions

     Information set forth in the Company's definitive Proxy Statement for
its Annual Meeting to be held on June 21, 1999, which Proxy Statement will be
filed with the Securities and Exchange Commission no later than 120 days
after the end of the fiscal year covered by this Report, is incorporated
herein by this reference.










                                     -1-
<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Star Technologies, Inc., certifies that it has duly caused this Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, in Montgomery County, State of Maryland, on the 11th day of May,
1999.


                                   STAR TECHNOLOGIES, INC.

Dated:   May 24, 1999              By: /s/ Brenda A. Potosnak
                                       ------------------------------------
                                       Brenda A. Potosnak
                                       Vice President of Finance and
                                       Administration, Secretary, Treasurer
                                       and Chief Financial Officer




































                                     -2-