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                                   FORM 10-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

For the fiscal year ended December 31, 1998

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

For the transition period from ________ to ___________

                         Commission file number: 0-26538

                           ENCORE MEDICAL CORPORATION
             (Exact name of Registrant as specified in its charter)

         DELAWARE                                              65-0572565
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

          9800 METRIC BLVD.
          AUSTIN, TEXAS                                            78758
(Address of principal executive offices)                         (Zip code)

                                  512-832-9500
               (Registrant's telephone number including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to section 12(g) of the Act:

                         Common Stock, $0.001 par value
                                   $5 Warrant
                                   $7 Warrant

         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 [ ] No [X]

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of Encore Medical Corporation, computed by reference to
the last sales price of such stock as of March 15, 1999, was $20,966,468.



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         Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of March 15, 1999, the latest practicable date.

Title                                                        Outstanding
-----                                                        -----------
Common Stock, par value $0.001                               9,077,681





         This Amended Form 10-K is being filed to correct the number of shares
outstanding of each of the registrant's classes of common stock, as of March 15,
1999. The number initially reported by the Company was 9,279,155, which was
incorrect. The correct number is 9,077,681.



         Pursuant to the requirements of Section 13 or 15(d) 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.

                           ENCORE MEDICAL CORPORATION

4-12-99                    By: /s/ NICK CINDRICH
-------                        -------------------------------------------------
Date                           Nick Cindrich, Chairman of the Board and Chief 
                               Executive Officer

4-12-99                    By: /s/ AUGUST FASKE
-------                        -------------------------------------------------
Date                           August Faske, Chief Financial Officer