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, 1998, or

         Transition report pursuant to section 13 or 15(d) of the Securities
---      Exchange Act of 1934 for the transition period ended
                                                              ------------------
Commission File Number: 2-93277-D

                          MEDIZONE INTERNATIONAL, INC.
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            (Exact name of registrant as specified in its charter)

        Nevada                                                 87-0412648
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(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

144 Buena Vista, P.O. Box 742, Stinson Beach, California       94970
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(Address of principal executive offices)                     (Zip code)

Registrant's telephone number (including area code):  (415) 868-0300

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

         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 hereto. Yes __ No X

     The aggregate market value of voting common stock held by non-affiliates of
the Registrant was $5,388,427 on December 31, 1998, based on the average bid and
asked prices of such stock as reported in the OTC Electronic  Bulletin Board and
the "pink sheets" of the National Daily Quotation Bureau.

On January 8, 1999,  the Company had  148,926,434  shares of common  stock,  par
value $.001 per share issued and outstanding.





<PAGE>



         The purpose of this Amendment is to file  corrected  disclosure in Item
9, which is restated in its entirety as follows:

Item 9.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure.
         ---------------------------------------------

         Subsequent to the end of the period covered by this report,  on January
18, 2000, the Company  appointed Jones Jensen & Co. ("Jones  Jensen") to replace
Andersen & Andersen LLP  ("Andersen") as independent  public  accountants of the
Company.

         The former  accountant,  Andersen,  was dismissed  June 30, 1998.  This
change was required because Kevin R. Andersen, a principal in Andersen, accepted
the position of Chief Financial Officer of the Company in June 1998.

         The  report  of  Andersen  on  the  Company's   consolidated  financial
statements  for the years ended  December 31, 1996 and 1997 contained no adverse
opinion or  disclaimer  of  opinion  and was not  qualified  or  modified  as to
uncertainty, audit scope or accounting principle, except that such report on the
consolidated financial statements included an explanatory paragraph with respect
to the Company being in the development stage and its having suffered  recurring
losses  which raise  substantial  doubt about its ability to continue as a going
concern.

         The  decision  to  engage  Jones  Jensen as the  Company's  independent
auditors was approved by the Company's board of directors.

         In connection with the audits for the years ended December 31, 1997 and
1996,  and through  June 30,  1998,  the Company has had no  disagreements  with
Andersen  on  any  matter  of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the  satisfaction of Andersen would have caused it to make reference
thereto  in its report on the  consolidated  financial  statements  for 1997 and
1996.

         During the years ended December 31, 1997 and 1996, and through June 30,
1998, there have been no reportable  events (as defined in Item  304(a)(1)(v) of
Regulation S-K).

         Andersen  has  provided  to  the  Company  a  letter  addressed  to the
Securities and Exchange  Commission  stating that it has reviewed the disclosure
provided  in this  section of this report on Form 10-K,  as amended,  and has no
disagreement  with the  relevant  portions of this  disclosure,  pursuant to the
requirements of Item 304(a)(3) of Regulation  S-K. A copy of such letter,  dated
February 29, 2000, is filed as an Exhibit to this report, as amended.


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules,
          Reports on Form 8-K
          ----------------------------------------

                  (d)      Exhibits  and  Financial  Statement  Schedules.   The
                           following  Exhibits form a part of this Annual Report
                           on Form 10-K, as amended:

Exhibit
Number     Description of Exhibit
-------    ----------------------

16           Letter of Former Accountants


<PAGE>


                                  SIGNATURES
                                -----------------

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the Company  has duly  caused  this Annual  Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                          MEDIZONE INTERNATIONAL, INC.


                            By: /s/ Edwin G. Marshall
                                -------------------------------------
                                Edwin G. Marshall
                                President and Chief Executive Officer

Date: February 29, 2000


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  this Annual Report has been signed below by the following
persons  on  behalf  of the  Company,  in the  capacities  shown and on the date
indicated:


Date: February 29, 2000            /s/ Edwin G. Marshall
                                ------------------------------------
                                Edwin G. Marshall, President
                                Chief Executive Officer and Director



Date: February 29, 2000            /s/Gerard V. Sunnen
                                ------------------------------------
                                Gerard V. Sunnen, Director



Date: February 29, 2000            /s/ William M. Hitt
                                ------------------------------------
                                William M. Hitt, Director



Date: February 29, 2000            /s/ Kevin R. Andersen
                                 ------------------------------------
                                 Kevin R. Andersen, Chief Financial
                                 Officer (and Principal Accounting Officer)