SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K/A

     [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._X___

     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).


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<PAGE>
Explanation:

This amendment is filed to correct the cover page to the recently filed 
Amendment to Form 10-K of Zydeco Energy, Inc.



<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 30, 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 person on behalf of
the Registrant and in the capacities and on the dates indicated.

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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)


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