SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  for the fiscal year ended December  31, 1998
                                       OR

     [ ]  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:  0-22076

                              Zydeco Energy, Inc.

             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   76-0404904
                      (I.R.S. Employer Identification No.)

                    1710 Two Allen Center, 1200 Smith Street
                                 Houston, Texas
                    (Address of principal executive offices)

                                     77002
                                   (Zip Code)

                                 (713) 659-2222
              (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, $.001 par value
                 Warrants to Purchase One Share of Common Stock
         Units Consisting of One Share of Common Stock and Two Warrants
                                (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 ((S) 229.405 under the Securities Exchange Act of 1934) 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. ____
     As of March 22, 1999, there were 10,357,096  shares of Zydeco Energy,  Inc.
Common  Stock,  $.001 par value,  issued  and  outstanding,  of which  6,775,643
shares,  having an aggregate market value of approximately  $2,329,466 were held
by non-affiliates of the registrant  (affiliates being, for these purposes only,
directors,  executive officers,  and holders of more than 5% of the registrant's
Common Stock).

                      DOCUMENTS INCORPORATED BY REFERENCE

     Part  III,  Items 10  through  13 are  incorporated  from the  registrant's
definitive  Proxy Statement to be filed in connection with its Annual Meeting of
Stockholders.


--------------------------------------------------------------------------------



<PAGE>
Explanation:

This amendment to Form 10-K is being filed to include Part III of the Form 10-K
for the year ended December 31, 1998.

<PAGE>
[OBJECT OMITTED].
                                       

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

DIRECTORS

         Set forth below is information concerning each of the five directors of
the Company who were serving on the Board of Directors at December 31, 1998. All
of the directors except Mr. Myers resigned as directors during the first quarter
of 1999.  Mr. Myers' term as sole  director will continue  until the next Annual
Meeting  of  Stockholders  or until  his  successor  has been duly  elected  and
qualified.

         SAM B. MYERS,  JR., age 61, has served since December 1995 as Director,
Chairman of the Board of  Directors,  and Chief  Executive  Officer  and,  until
October  1996,  President  of the  Company and in the same  capacity  for Zydeco
Exploration,  Inc. ("Zydeco Exploration"),  the Company's subsidiary,  since its
formation in March 1994. Mr. Myers has been an independent  oil and gas operator
and private  investor since 1961. In addition,  Mr. Myers has served as Chairman
of the Board of Directors of Search Capital Group, Inc.  ("Search"),  a publicly
held specialty financial services company,  from August 1985 until May 1995 when
he voluntarily resigned and as President and Chief Executive Officer from August
1985 until August 1993 and from November 1994 to January 1995.  Mr. Myers served
as interim President and Chief Executive  Officer of Search,  and certain of its
finance   subsidiaries,   for  30  days  commencing  December  1994,  after  the
resignation of Search's former President and Chief Executive Officer.  After Mr.
Myers' departure, eight finance subsidiaries,  whose assets consist primarily of
automobile loan portfolios, voluntarily filed for protection under Chapter 11 of
the federal bankruptcy code in August 1995.

         EDWARD R. PRINCE,  JR., age 69, has acted as Director and Vice Chairman
of the Board of Directors of the Company since December 1995, served in the same
capacity for Zydeco  Exploration since August 1994 and acted as Secretary of the
Company  from January 1998 to March 1998.  Mr.  Prince has been  involved in the
geophysical  service  industry for 35 years. Mr. Prince was a founder of Digicon
Inc., a publicly held geophysical contractor,  which is now part of Veritas DGC,
Inc. In 1994, he retired as Chief  Executive  Officer of Digicon,  a position he
held for more than 24 years.  Mr. Prince has served the geophysical  industry in
various  capacities  including  Chairman  of the  International  Association  of
Geophysical  Contractors  and as a director  of the  National  Ocean  Industries
Association and was awarded an honorary membership by the Society of Exploration
Geophysicists. Mr. Prince also serves as a director of GeoScience Corporation, a
publicly held designer and  manufacturer  of seismic data  acquisition  systems,
geoscientific software and related products and as a director of JetFax, Inc., a
publicly held manufacturer of multi-function product office equipment.

         HARRY C.  JOHNSON,  age 66, was  appointed a Director of the Company in
December 1995. He has over 40 years  experience in the oil and gas industry.  He
was  founder  and  served as Chief  Executive  Officer  of Red  Eagle  Resources
Corporation  until February 1995. Mr. Johnson has also been actively involved as
a principal in various businesses,  including banking, agriculture and aviation.
Mr. Johnson was formerly a registered principal with the National Association of
Securities  Dealers,  Inc.  and  was an  allied  member  of The New  York  Stock
Exchange.  Mr.  Johnson is a registered  professional  engineer with a degree in
petroleum engineering from the University of Oklahoma.

        CHARLES E. BRADLEY, SR., age 69, was appointed a Director of the
Company in December 1995. He is one of the founders of Stanwich Partners,  Inc.,
a private  investment  firm which  engages in  leveraged  buyouts,  and has been
President,  a Director and a shareholder  of that company since its formation in
1982.  Mr.  Bradley  serves in  executive  capacities  for  numerous  companies,
including  Chairman of the Board of Consumer Portfolio  Services,  Inc., Reunion
Industries Corp. (also Chief Executive Officer), DeVlieg-Bullard, Inc., Chatwins
Group,  Inc., Texon Energy  Corporation  (also President),  Sanitas,  Inc. (also
President)  and as a Director of General  Housewares  Corp. and Audit & Survey's
Inc.,  all of which  are  publicly-held  corporations.  Mr.  Bradley's  previous
experience also includes a position as a general partner in Price Waterhouse, an
international accounting firm.

         PHILIP A. TUTTLE, age 57, served as President, Chief Executive Officer,
Chairman of the Board,  and a Director of the Company from its formation in June
1993 until December 1995. Mr. Tuttle has continued to serve as a Director of the
Company since December 1995.  Since June 1989, he has been a general  partner of
Davis Venture Partners,  L.P., a private investment partnership and since August
1997, he has been a general partner of Davis, Tuttle Venture Partners, L.P. From
November 1990 until October 1995,  Mr. Tuttle was a Director of Quality  Tubing,
Inc.,  a  manufacturer  of steel coil tubing for the energy  services  industry,
becoming  Chairman  of the Board in May 1992.  Mr.  Tuttle is a founder  and was
formerly  President  of the Houston  Venture  Capital  Association.  He was also
President and a Director of the Houston Chapter of the Association for Corporate
Growth,  Chairman of the Accounting  Council at Rice  University-Jones  Graduate
School of Administration, and a member of the Board of Governors of the National
Association  of Small Business  Investment  Companies.  In addition,  Mr. Tuttle
serves  on  the  Board  of  Drypers  Corp.,  a  publicly   traded  company  that
manufactures  and  distributes  disposable  diapers.  He is a  Certified  Public
Accountant and Fellow of the Institute of Directors, London, England.


EXECUTIVE OFFICERS

         Mr. Myers and Mr. Prince were serving in the offices of Chief Executive
Officer and Vice  Chairman,  respectively,  as of December 31, 1998.  Mr. Prince
resigned  as an officer  and  director  of the  Company in March  1999,  but has
remained an employee of the Company.

         Dr. Norman S. Neidell,  age 59, joined the Company as Vice President in
July 1997.  Dr.  Neidell  founded  Wavefield  Image,  Inc. in September 1995 and
served as Chairman and President.  In June 1989, he co-founded Gandalf Explorers
International,  Ltd. (now MMS Petroleum PLC), of which he currently  serves as a
Director and technical  advisor and which is an Irish company also traded on the
London AIM Stock Exchange.  In June 1977, he co-founded Zenith  Exploration Co.,
Inc., an oil and gas company which developed high technology methods for seismic
stratigraphic exploration and served as a Director from inception until February
1987 and as its Chairman and  President  from 1985 to 1987.  In October 1973, he
co-founded  GeoQuest  International,  Inc.  and  was a major  shareholder  and a
Director  until April 1980. Dr.  Neidell left this  geological  and  geophysical
consulting  company in September 1982. Dr. Neidell was a lecturer and an Adjunct
Professor in the Geology  Department  of the  University of Houston from 1971 to
1987. He is a Past President and Honorary Member of the  Geophysical  Society of
Houston,  a Distinguished  Lecturer of the Society of Exploration  Geophysicists
("SEG"), a Past Associate Editor of Geophysics, and a member of several AAPG and
SEG committees.  He graduated with a BS in Mathematics from New York University,
a Post Graduate Diploma in Applied Geophysics from Imperial College, and a Ph.D.
in Geodesy and Geophysics from Cambridge University.


COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Section 16(a) of the Exchange Act requires the Company's  directors and
officers,  and  persons who own more than ten  percent of the  Company's  common
stock, to file reports of ownership and changes in ownership with the Commission
and The Nasdaq Stock Market. Based on the Company's review of the copies of such
reports received by the Company and on written  representations  received by the
Company,  the Company believes that no director,  officer or holder of more than
ten percent of the Common  Stock or  Preferred  Stock failed to file on a timely
basis the reports  required by Section  16(a) of the Exchange Act during  fiscal
1997.




<PAGE>


ITEM 11.   EXECUTIVE COMPENSATION

         The following table reflects all forms of compensation  for services to
the Company and its  subsidiaries  for the years ended December 31, 1998,  1997,
and 1996, for each of (i) the Chief Executive Officer,  (ii) all other executive
officers  of the Company  serving as of  December  31, 1998 and (iii) two former
executive  officers who  terminated  their  employment  prior to the end of 1998
(collectively, the "Named Executives").

<TABLE>
<CAPTION>
                                                                                         Long Term
                                                 ANNUAL COMPENSATION                COMPENSATION AWARDS
                                                                   OTHER ANNUAL            STOCK            ALL OTHER
NAME AND POSITION             YEAR  SALARY ($)      BONUS ($)    COMPENSATION ($)     OPTIONS GRANTED     COMPENSATION($) (1)
-----------------             ----  ----------      ---------    ----------------     ---------------     --------------
<S>                           <C>  <C>             <C>           <C>                <C>                   <C>               
                                                                                                                 

Sam B. Myers, Jr.             1998  $ 150,000       $    -        $       -                              $      6,893
  Chief Executive Officer     1997  $ 150,000       $    -        $       -                              $     11,957
                              1996  $ 150,500       $    -        $       -                              $      9,651

Edward R. Prince, Jr.         1998  $ 150,000       $    -        $       -                              $      6,569
  Vice Chairman               1997  $ 150,000       $    -        $       -                              $      1,346
                              1996  $ 150,000       $    -        $       -                              $          -

Norman S. Neidell             1998  $ 150,000       $    -        $       -                              $     10,050
  Vice President              1997  $  75,000  (2)  $    -        $       -               150,000        $      5,011
                              1996  $       -       $    -        $       -                              $          -

John O. Smith (3)             1998  $ 143,750       $    -        $       -               100,000        $      9,488
Former President and Chief    1997  $ 150,000       $    -        $       -                              $     11,948
  Operating Officer           1996  $  37,500  (4)  $    -        $       -               200,000        $     28,670     (5)

John W. McTigue, Jr. (6)      1998  $ 143,750       $    -        $       -                              $      7,068
  Former Vice President       1997  $ 108,333       $    -        $       -                              $      7,908
                              1996  $ 100,000       $    -        $       -                              $      5,922
</TABLE>

------------------------------


(1)      Includes the Company's portion of expenses incurred under the Company's
         health  and  long-term  disability  plans  under  the  same  terms  and
         conditions as available to all employees.
(2)      Dr. Neidell's employment with the Company commenced July 1, 1997.
(3)      Mr. Smith resigned as an officer and director and  terminated his 
         employment  with the Company on December 11, 1998.
(4)      Mr. Smith's employment with the Company commenced October 7, 1996.
(5)      Includes  $27,156  in  consulting  fees  paid to Mr.  Smith in 1996
         for  services  rendered  prior to his employment by the Company.
(6)      Mr. McTigue resigned as an officer and terminated his employment with 
         the Company  effective  December 10, 1998.


OPTION GRANTS

         The following table sets forth  information with respect to the options
to purchase  shares of common stock  granted under all stock option plans to the
Chief Executive  Officer or the other Named  Executives in the fiscal year ended
December 31, 1998:


                                                OPTION GRANTS IN 1998

<TABLE>
<CAPTION>
                                                                                       POTENTIAL REALIZABLE VALUE
                                                                                           AT ASSUMED ANNUAL RATEs
                                                                                         OF STOCK PRICES APPRECIATION
                                   INDIVIDUAL GRANTS                                       FOR THE OPTION TERM (1)
---------------------------------------------------------------------------------------- -----------------------------
                          NUMBER OF      % OF TOTAL
                         SECURITIES        OPTIONS        EXERCISE
                         UNDERLYING      GRANTED TO        OR BASE
                           OPTIONS       EMPLOYEE IN        PRICE          EXPIRATION
NAME                       GRANTED       FISCAL YEAR     ($/SH) (2)           DATE            5% ($)        10% ($)
-----------------------  ------------   --------------  --------------    --------------  --------------- ------------
<S>                      <C>            <C>              <C>              <C>              <C>             <C>

John O. Smith  (3)         150,000          45.2%          $2.063          5/20/08 (5)      $194,564       $493,064
                             (4)
</TABLE>

-----------------------


(1)      These amounts  represent  assumed rates of appreciation in the price of
         the  Company's  Common Stock  during the ten-year  term of the options.
         Actual  gains,  if any, on stock  option  exercises  will depend on the
         future price of the Common Stock and overall  stock market  conditions.
         There is no representation that the rates of appreciation  reflected in
         this table will be  achieved.  No such values  will be  achieved  since
         these options have expired unexercised.
(2)      The exercise price of all options granted during 1998 was equal to the
         market values of the underlying Common Stock on the date of grant.
(3)      Mr. Smith resigned as an officer and director and terminated his
         employment with the Company on December 11, 1998.
(4)      One-fourth of these options vest on each of the first four  anniversary
         dates following the date of grant.  Options are exercisable  within the
         ten-year period from the date of grant subject to the vesting schedule.
(5)      These options expired unexercised in the first quarter of 1999 as the
         result of Mr. Smith's resignation.



OPTION VALUES

         The  following  table  provides  information  concerning  the  value of
unexercised  options  held as of  December  31,  1998,  by the  Company's  Chief
Executive Officer and its other Named  Executives.  The value of all unexercised
options as  December  31, 1998 was zero  because  the fair  market  value of the
shares of Common Stock underlying such options,  determined by using the closing
price of the Company's Common Stock of $0.563 per share as of December 31, 1997,
was below all of the option exercise prices.


<PAGE>
<TABLE>
<CAPTION>


                                                         OPTION VALUES AT DECEMBER 31, 1998

                                       NUMBER OF SECURITIES UNDERLYING           VALUE OF UNEXERCISED OPTIONS AT
                                  UNEXERCISED OPTIONS AT DECEMBER 31, 1998              DECEMBER 31, 1998
                                  ------------------------------------------   -------------------------------------
NAME                                EXERCISABLE           UNEXERCISABLE          EXERCISABLE        UNEXERCISABLE
-------------------------------   -----------------   ----------------------   ----------------   ------------------
<S>                                   <C>                  <C>                   <C>             <C>    

Sam B. Myers, Jr.                            -                    -                      -                  -
Edward R. Prince, Jr. (1)              292,502                    -                $     0            $     -
Norman S. Neidell                       37,500              112,500                $     -            $     0
John O. Smith  (2)                      50,000              250,000                $     0            $     0
John W. McTigue, Jr.  (2)              625,004                    -                $     0            $     -
</TABLE>

-------------------------------


(1)      Mr. Prince  exercised  options to acquire 20,000 shares of Common Stock
         in 1998 at an exercise price of $1.60 per share.  Mr. Prince realized a
         value of $15,500  based on fair  market  value of such shares as of the
         date of exercise.  No other  options were  exercised in 1998 by persons
         indicated in the table.
(2)      All options held by Messrs.  Smith and McTigue  expired  unexercised
         in the first  quarter of 1999 due to their resignations from the 
         Company in December 1999.


AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS

         In 1995, Zydeco Exploration  entered into an employment  agreement with
Mr. McTigue. The agreement provided (i) for a four year term ending December 31,
1998 (the "Primary Term"), (ii) that Zydeco Exploration may terminate employment
with or  without  cause  during the  Primary  Term,  (iii) for a base  salary of
$150,000 and $100,000,  subject to the Zydeco Exploration  Board's discretion to
elect to defer up to 50% of the base salary for not more than one year, (iv) for
the payment of base salary for the  entirety of the Primary Term if the employee
is terminated  other than for death,  disability or for cause, (v) if terminated
for "cause" during the Primary Term, the agreement is terminated immediately and
Zydeco  Exploration shall have no further payment  obligations and (vi) that the
employee will retain confidentiality of certain information and will not compete
in the Timbalier Trench or Louisiana Transition Zone with Zydeco Exploration for
a  period  ended  one year  after  the  expiration  of the  Primary  Term or the
termination of the agreement,  whichever occurs first.  Mr. McTigue's  agreement
also  provided  for the issuance of certain  employee  stock  options  under the
employee  stock option plan then in effect for Zydeco  Exploration.  Mr. McTigue
resigned as an officer of the  Company  and his  employment  was  terminated  in
December 1998.

         In  connection   with  the   acquisition  of  Wavefield   Image,   Inc.
("Wavefield"),  the Company entered into an employment agreement with Dr. Norman
S. Neidell,  the founder and principal  shareholder of Wavefield.  The agreement
provides  (i) for an  initial  four year term  ending  July 1,  2001,  ("Initial
Term"),  (ii) that the Company may  terminate  employment  with or without cause
during the  Initial  Term,  (iii) for a base  salary of  $150,000,  (iv) for the
payment of the base salary for the remainder of the Initial Term if Dr.  Neidell
is terminated  other than for death,  disability or cause,  or he terminates his
employment  for good reason,  (v) if terminated  for "cause"  during the Initial
Term,  the  agreement is  terminated  immediately  and the Company shall have no
further   payment   obligations   and  (vi)  that  Dr.   Neidell   will   retain
confidentiality of certain information and will not compete with the Company for
a period  ending  one year  after  the  expiration  of the  Initial  Term or the
termination of the agreement,  whichever occurs first. In addition,  the Company
agreed to pay Dr.  Neidell  $20,000 per year for four years  commencing  July 1,
1997, in connection with the rental of certain office furniture and equipment.

         The Company has not entered into any other employment agreements.


COMPENSATION OF DIRECTORS

         In 1998,  nonemployee  directors  received fees of $1,000 per month for
serving  on the Board of  Directors  and its  Committees  and  reimbursement  of
reasonable expenses incurred in attending meetings.

         In  addition,  in  1996  the  Company  adopted  the  1996  Non-employee
Directors  Stock Option Plan (the  "Directors  Plan").  The Board granted 15,000
options  to each  of  Messrs.  Tuttle,  Bradley  and  Johnson,  pursuant  to the
Directors Plan. The options granted vest in one-third  increments  annually with
the first  one-third  vesting April 1, 1997.  The exercise  price of the options
granted is $6.69,  the average of the high bid price and low asked price for the
Common Stock on the date of the grant.


EXECUTIVE COMPENSATION POLICIES

         In view of the resignation of all the executive  officers and directors
of the Company,  except Mr. Myers,  in the first quarter of 1999,  all decisions
concerning  compensation  of executive  officers will be made by Mr. Myers,  the
sole  director of the  Company,  unless and until new  directors  are elected or
appointed and the Compensation Committee is reestablished.

         Mr. Myers has elected to take no  compensation  from the Company  after
February 28, 1999. Dr.  Neidell  receives  compensation  fixed in his employment
agreement.  Mr. Myers is not an "outside director" within the meaning of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code").


COMMON STOCK PERFORMANCE GRAPH

         Set forth  below is a  Performance  Graph which has been  prepared  for
inclusion in this Annual Report on Form 10-K. The Performance Graph is not to be
included or  incorporated  by reference into any other filing required under the
Securities  Act of 1933 or the  Securities  Exchange Act of 1934,  except to the
extent the  Performance  Graph is  specifically  and expressly  included with or
incorporated into such other filing.

         The  following  line  graph  compares  the  cumulative   total  average
stockholder  return of the Common Stock with the cumulative  total returns since
the Company  commenced  business in December 1995 to (1) the S&P 500 Stock Index
and  (2) an  index  composed  of  Crude  Petroleum  and  Natural  Gas  Companies
classified as SIC codes  1310-1319 and whose stocks trade on either the New York
Stock Exchange,  the American Stock Exchange or the NASDAQ ("Crude Petroleum and
Natural Gas Index").  Although the initial  public trading date of the Company's
common stock was December 21, 1993,  it did not actively  engage in any business
and did not become an operating company with oil and gas exploration  activities
until December,  1995. The graph tracks the performance of the Company's  common
stock from December 29, 1995 and sets the level for indices at 100 on such date.

                                                   ToTAL RETURN
                             [INCLUDE PERFORMANCE GRAPH WITH THE FOLLOWING DATA]
<TABLE>

           TOTAL RETURNS INDEX FOR:                        12/29/95     12/31/96     12/31/97     12/31/98
<S>        <C>                                                 <C>          <C>          <C>         <C>   

           Zydeco Energy, Inc.                                  100.0         94.3         34.0          8.5
           S&P 500 Stocks                                       100.0        123.3        164.6        212.3
           NYSE/AMEX/NASDAQ Stocks (SIC 1310-1319 US            100.0        131.3        130.6         81.9
           Companies)
           Crude Petroleum and Natural Gas
</TABLE>

Note:
         Indexes  provided by The Center for  Research in Security  Prices,  The
         University of Chicago Graduate School of Business.


GUIDELINES FOR INSIDER SALES

         While the Company has  generally  discouraged  officers,  directors and
employees  from  selling  Common  Stock  while  the  Company  is in the  initial
exploration phase, the Company acknowledges that sales by the Company's insiders
may occur  periodically.  The Company has  implemented an insider trading policy
for officers,  directors and employees designed to advise insiders who may trade
in Common Stock or other public securities of the Company of the restrictions on
such trading imposed by federal securities laws. The policy provides for advance
notice to Company  management who, with the assistance of Company counsel,  will
advise  Company  insiders  on the  possible  existence  of  material  non-public
information regarding the Company. Persons trading in Company stock in violation
of such policy are subject to discipline.



<PAGE>



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth certain  information,  as of March 31,
1999,  regarding beneficial ownership of Common Stock of each shareholder who is
known by the  Company to  beneficially  own more than 5% of Common  Stock,  each
Director,  each Named Executive,  and all directors and executive  officers as a
group.

<TABLE>
<CAPTION>
                                                                        COMMON STOCK BENEFICIAL OWNERSHIP
                                                               -----------------------------------------------------
NAME AND ADDRESS (IF REQUIRED) OF BENEFICIAL OWNER                 NUMBER OF SHARES            PERCENTAGE OF TOTAL
-------------------------------------------------------------  --------------------------      ---------------------
<S>                                                                    <C>                            <C>    

5% HOLDERS:

Richard L. Morgan                                                       1,562,510 (1)                  13.8%
    700 North Pearl Street, Suite 2170
    Dallas, Texas  75201

David M. Fender                                                         1,558,393  (2)                 13.7%
    116 East Front Street
    Tyler, Texas  75702


PRESENT EXECUTIVE OFFICERS AND DIRECTOR:
Sam B. Myers, Jr.                                                         133,215                       1.2%
Norman S. Neidell                                                          37,500  (3)                     *

FORMER OFFICERS AND DIRECTORS:
John W. McTigue, Jr.                                                          -0-                       0.0%
Edward R. Prince, Jr.                                                     312,502  (3)                  2.7%
Philip A. Tuttle                                                           62,512  (3)                     *
John O. Smith                                                                 -0-                       0.0%
Charles E. Bradley, Sr.                                                    15,000  (3)                     *
Harry C. Johnson                                                           10,000  (3)                     *
Directors and Officers as a Group (2 Persons)                             170,715  (3)                  1.5%
</TABLE>

---------------------

*        Less than 1%.
(1)      Includes  781,255  shares owned by The SBM III Trust and 781,255 shares
         owned by The MFM Trust;  Mr. Morgan is trustee of both trusts.  The SBM
         III Trust is a trust established for the benefit of the children of Sam
         B. Myers,  III. The MFM Trust is a trust established for the benefit of
         the  children  of  Melanie F.  Myers.  Mr.  Morgan has sole  voting and
         dispositive  power with respect to such shares.  Mr. Sam B. Myers,  Jr.
         does not have and  disclaims  any  beneficial  ownership  of the shares
         owned by the trusts.
(2)      Includes  10,000 shares owned  personally by Mr. Fender,  20,000 shares
         held by trusts for the benefit of Mr. Fender's family members for which
         Mr.  Fender is trustee,  and  1,528,393  shares  owned by The Bon Temps
         Trust for which Mr.  Fender is trustee.  The Bon Temps Trust is a trust
         established  for the benefit of the  children of Sam B. Myers,  Jr. Mr.
         Fender has sole  voting  and  dispositive  power  with  respect to such
         shares. Mr. Myers does not have and disclaims any beneficial  ownership
         of the shares owned by all of the trusts.
(3)      These amounts  include shares of Common Stock issuable upon exercise of
         options that are presently exercisable within 60 days.



<PAGE>



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On July 1, 1997, the Company  acquired all of the  outstanding  capital
stock of Wavefield Image, Inc. ("Wavefield"), the owner of the Wavefield Imaging
Technology,  a patented data processing technique which has been utilized by the
Company in its seismic data acquisition phase of seismic surveys.  Dr. Norman S.
Neidell,  a principal  shareholder  of Wavefield  and inventor of the  Wavefield
Imaging  Technology,  entered  into a four year  employment  agreement  with the
Company and was appointed Vice  President-Innovations  of the Company. Under Dr.
Neidell's  agreement,  Dr.  Neidell  retained  an option  to  obtain a  limited,
nontransferable  license  to the  Wavefield  Imaging  Technology  under  certain
conditions. The Company also granted him stock options, vesting over four years,
to purchase  150,000 shares of the Company's  Common Stock.  The Company and Dr.
Neidell have also agreed to negotiate in good faith to form an agreement between
them to own and exploit any non-seismic  applications  of the Wavefield  Imaging
Technology.  In addition,  the Company pays Dr. Neidell $20,000 annually for the
rental of certain office  furniture and equipment  pursuant to an agreement that
expires in 2000.

         The Company engaged the services of a law firm,  including the services
of a partner in the firm who is a son of Mr. Prince.  The Company  incurred fees
of  approximately  $173,664  payable to this firm during the year ended December
31,  1998.  Also in 1997,  the Company  paid  $262,380  for software and related
services to a vendor of which Mr. Prince is a director.

         The Company believes all of the transactions  with related parties have
been on terms no less  favorable  to the Company than those terms which may have
been obtained from unrelated third parties.

         None of the  officers  or  directors  of the  Company is related to any
other executive officer or director of the Company.



<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Houston, State of Texas.

                                              ZYDECO ENERGY, INC.
                                              (Registrant)


Date:  April 29, 1999                         By: /s/ Sam B. Myers, Jr.
                                                  ----------------------------
                                                  Sam B. Myers, Jr.
                                                  Chairman of the Board 
                                                  (Sole Director),
                                                  President, CEO and COO


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed below by the following  persons persons on behalf of
the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                                           Title
---------                                                           -----
<S>                                        <C>   


/s/ Sam B. Myers, Jr.                       Chairman of the Board (Sole Director), President,
-------------------------                   CEO and COO (Principal Executive Officer and
Sam B. Myers, Jr.                           Principal Financial and Accounting Officer)


</TABLE>