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                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                      ----------------------------------------
                                   FORM 10-KSB/A

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


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

             For the period from January 1, 1998 to September 30, 1998

                           COMMISSION FILE NUMBER 0-21999
                     -----------------------------------------

                            NHANCEMENT TECHNOLOGIES INC.
                   (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

              DELAWARE                                 84-1360852
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     incorporation or organization)

                          39420 LIBERTY STREET, SUITE 250
                            FREMONT, CALIFORNIA   94538
                      (Address of principal executive offices)

                                   (510)744-3333
                            (Issuer's telephone number)

           SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
                                        NONE

           SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                       Common Stock, par value $.01 per share
                                  (Title of class)
                     -----------------------------------------
     Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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
                                    ------    -----

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [   ]

     For the fiscal year ended September 30, 1998, the issuer's revenues totaled
$9.4 million.

     As of December 31, 1998, the aggregate market value of the voting common
equity of NHancement Technologies Inc. held by non-affiliates was approximately
$2,910,900 based upon the closing bid price for such common stock on such date
on The Nasdaq Stock Market SmallCap System, of $0.625per share.

     As of December 31, 1998, there were 5,808,700 shares of Common Stock
outstanding.

  Transitional Small Business Disclosure Format (check one)

     Yes      No  X
         ----    ---

     Documents Incorporated by Reference - None

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                            REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Shareholders
Infotel Technologies (Pte) Ltd


     We have audited the balance sheet of Infotel Technologies (Pte) Ltd (a
subsidiary of Nhancement Technologies Inc.) as of September 30, 1998, and the
related statements of operations and comprehensive income, shareholders' equity
and cash flows for the period from June 22, 1998 to September 30, 1998 (not
presented separately herein).  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

     We conducted our audit in accordance with United States generally accepted
auditing standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by the management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Infotel Technologies (Pte)
Ltd at September 30, 1998 and the results of its operations and its cash flows
for the period from June 22, 1998 to September 30, 1998, in conformity with
United States generally accepted accounting principles.


/s/ ERNST & YOUNG

ERNST & YOUNG

Singapore
October 20, 1998

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                                      SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has caused this amendment to its report on Form
KSB to be signed on its behalf by the undersigned, thereunto duly authorized.


                                   NHANCEMENT TECHNOLOGIES INC.

                               By: /s/ Douglas S. Zorn
                                  ------------------------------------------
                                   Douglas S. Zorn, President, Chief
                                   Executive Officer, Chief Financial Officer,
                                   Secretary and Director


                                 POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Douglas S. Zorn, N. Bruce Walko and Linda V.
Moore and each of them, his true and lawful attorneys-in-fact, each with full
power of substitution, for him in any and all capacities, to sign any amendments
to Registrant's report on Form 10-KSB and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact or their substitute or substitutes may do or cause to be done
by virtue hereof.

     In accordance with the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

          SIGNATURE                                TITLE                             DATE
<S>                             <C>                                             <C>

 /s/ N. Bruce Walko
-----------------------------
 N. Bruce Walko                 Chairman of the Board                           Feb. 26, 1999


 /s/ Douglas S. Zorn
-----------------------------
 Douglas S. Zorn                President, Chief Executive Officer, Chief       Feb. 26, 1999
                                Financial Officer, Secretary and Director
                                (Principal Executive, Financial and
                                Accounting Officer)


 /s/ James S. Gillespie
-----------------------------
 James S. Gillespie             Director                                        Feb. 26, 1999


 /s/ Robert J. Schmier
-----------------------------
 Robert J. Schmier              Director                                        Feb. 26, 1999

</TABLE>

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                                    EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                   DESCRIPTION OF EXHIBIT
------                   ----------------------
<S>                      <C>
24                  -    Power of Attorney included on signature page of this
                         report on on Form 10KSB/A.

</TABLE>