UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A
(Mark One)
   [ X ]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended   September 30, 1998

   [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
           For the transition period from                  to

                         Commission file number 1-14072

                             PEN INTERCONNECT, INC.
        (Exact name of small business issuer as specified in its charter)

            UTAH                                  87-0430260
 (State or other jurisdiction           (I.R.S. Employer Identification No)
 of incorporation or organization)

                 2351 South 2300 West, Salt Lake City, UT 84119
               (Address of Principal Executive Offices) (Zip Code)

                                 (801) 973-6090
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:
                     Common Stock, par value $0.01 per share
                              Common Stock Warrants

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act 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. X check

         State issuer's revenues for its most recent fiscal year. $17,091,432

         As of December 16, 1998,  there were  6,068,481  shares of the Issuer's
common stock,  par value $0.01,  issued and  outstanding.  The aggregate  market
value of the  Issuer's  voting  stock held by  non-affiliated  of the Issuer was
approximately  $8,396,384  computed at the closing  quotation  for the  Issuer's
common stock of $1.563 as of January 11, 1999.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Definitive Proxy Statement for the Annual Meeting of Shareholders to be
held in 1999.
<PAGE>


         This amendment on the Form 10-KSB/A to the Company's  annual report for
the fiscal year ended  September  30, 1998 is being filed to include the text to
Items 9 through 12 which are set forth below in their entirety.


                                    PART III


              ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
                                  EXCHANGE ACT

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

         Directors and Executive Officers.

         The Company's  directors and executive  officers,  and their respective
ages and  positions  with the  Company,  are set forth  below in  tabular  form.
Biographical  information  on each  person is set forth  following  the  tabular
information.  There are no family  relationships  between  any of the  Company's
directors or executive  officers.  The Company's board of directors is currently
comprised  of six  members,  each  of whom is  elected  for a term of one  year.
Executive  officers  are chosen by and serve at the  discretion  of the Board of
Directors.

     Name                              Age              Position

James S. Pendleton                      60        Chief Executive Officer;
                                                  Chairman of Board of Directors

Stephen J. Fryer                        60        President, Chief Operating
                                                  Officer and Director

Robert Albrecht                         45        Vice President and Chief
                                                  Financial Officer

Wayne R. Wright                         60        Director; Vice Chairman of
                                                  the Board of Directors

C. Reed Brown                           52        Director

James E. Harward                        46        Director

Milton Haber                            75        Director

Danieli Reni                            47        Vice President of
                                                  Engineering; President of
                                                  PowerStream Division


         James S.  Pendleton  has been  Chairman of the Board of  Directors  and
Chief Executive Officer of the Company since 1985. Mr. Pendleton also serves the
Company  as  Operations  Manager  for  Product  Design.  From 1974 to 1985,  Mr.
Pendleton was President and Chief Executive officer of PenTec Enterprises.  From
1972 to 1974,  he served as a Sales  Manager for W. H.  Bintze,  an  electronics
distribution  company. From 1964 to 1972, Mr. Pendleton was an electronics sales
representative for Straube  Associations,  a company  specializing in electronic
components.  Prior to joining Straube  Associates,  Mr.  Pendleton served in the
U.S. Navy as an Aviation and  Electronics  Specialist.  Mr.  Pendleton  attended
Foothill College of Business Administration.
<PAGE>

         Stephen J. Fryer has served as President and Chief Operating Officer of
the Company since 1998 and as a director of the Company since 1995.  Senior Vice
President of Sales and Marketing from October,  1996 to October 1997.  From 1989
to 1996,  Mr. Fryer was a principal in Ventana  International,  Ltd., an Irvine,
California based venture capital and private  investment banking firm. Mr. Fryer
graduated  from the  University of Southern  California in 1960 with a Bachelors
Degree in Mechanical  Engineering and has spent over  twenty-eight  years in the
computer business in the United States, Asia and Europe.

         Robert  Albrecht has served as the  Vice-President  and Chief Financial
Officer of the Company  since 1998.  He was most  recently  Controller  for a 60
million dollar public SLC company, and also was the Controller for Laidlaw Waste
Industry  Company,  in  charge of  internal  audits  and  analysis  of  business
acquisitions.  Mr. Albrecht has his Master Degree from Brigham Young  University
and is a Certified Public Accountant.


         Wayne R. Wright has served as Vice  Chairman of the Board of  Directors
since 1985.  From 1985 to 1998, he was Chief  Financial  Officer of the Company.
From 1984 to 1985, he was Vice President and Chief  Financial  Officer of PenTec
Enterprises.  From 1968 to 1984, he was Controller, Vice President of Operations
and Division General Manager for Beehive  International,  a computer  peripheral
company.  From 1967 to 1968, Mr. Wright was the General  Accounting  Manager for
Litton Data  Systems.  From 1961 to 1968,  he was  employed by  Beeline/Frontier
Refinery as Division Office Manager. Mr. Wright received his Bachelor of Science
Degree in Accounting and Finance from the University of Utah.

         C. Reed Brown has served as a director of the Company since 1989. Since
1973,  he has been a  practicing  attorney.  From 1992 to 1996 he served as Vice
President and General Counsel of Exerhealth, Inc.

         James E. Harward  received his B.A. from Brigham Young  University  and
his J.D. from the  University of California,  Hastings  School of Law. He was in
private  practice  for  the  following  six  years.  For  five  years  he was an
Administrative Law Judge for the Utah State Tax Commission after which he became
Director of Legal Affairs for the Utah State Industrial Commission.  For the two
years following that, he was corporate attorney for Sinclair Oil, and since 1997
he has been President of ELM  Management and Leasing.  He has been a director of
the Company since February, 1997.

         Milton Haber has been the CFO of Airline  Management  Corporation since
1996 and is a private investor.  From 1949 through 1983 Mr. Haber was a business
consultant,  small business owner and a private  investor.  He attended Brooklyn
College  from 1946  through  1948 after  serving in the United  States Air Force
during World War II.

         Danieli  Reni joined the Company in April of 1997 as  President  of the
PowerStream  Technology  Division  of the  Company  and was  appointed  the Vice
President  of  Engineering  of the  Company  in 1998.  From  1978 to 1980 he was
self-employed as an electronic engineer consultant.  From 1980 to 1981, he was a
Design  Engineer  for  General  Dynamics  and from 1981 to 1984,  he was  Design
Engineer for Teledyne Systems.  He was Project Engineer from 1984 to 1987 in the
R&D  Department  at Quoltron  Systems and from 1987 to 1991,  he was the Project
Engineer for Power Products for Apple Computer. He became President and Owner of
PowerStream  Technology,  Inc.  in 1991  and  operated  the  company  until  his
employment  with the  Company  in 1997.
<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act of 1934.

     Section  16(a) of the  Securities  Exchange Act of 1934,  and the rules and
regulations promulgated thereunder, require the Company's executive officers and
directors,  and  persons  who  beneficially  own  more  than  ten  percent  of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the  Securities and Exchange  Commission
and the National  Association of Securities Dealers Automated  Quotations System
and to furnish the Company with copies thereof.

     Based on its review of the copies of such forms received by the Company, or
written  representations  from certain reporting  persons,  the Company believes
that  during  fiscal  year  1998,  all  persons  had  complied  with the  filing
requirements under Section 16(a).

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

                         ITEM 10. EXECUTIVE COMPENSATION

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



     The  following  table  shows the  compensation  paid by the  Company to its
current  Chairman and Chief  Executive  Officer,  and the  Company's  other most
highly paid  executive  officer.  None of the other  executive  officer's  total
annual salary and bonus exceeded $100,000 for the years presented.

                           Summary Compensation Table

                               Annual Compensation

    Name and Principal Position
                            Fiscal
                              Year        Salary                  Bonus

    James S. Pendleton         1998      $139,000                    0
                               1997      $144,236                 $6,000
                               1996      $133,500                $45,000

    Stephen J. Fryer           1998      $108,000                    0
                               1997       $67,053                 $45,000
                               1996          N/A                     N/A



     * The tables above do not include certain insurance,  the use of a car, and
other personal benefits, the total value of which does not exceed $50,000 or 10%
of such person's salary and bonus.

<PAGE>
<TABLE>
<CAPTION>
                                                Option/SAR Grants in Fiscal Year 1998


                                         Number of Securities        Percent of Total        Exercise Price        Expiration
                                          Underlying Options        Options Granted to         per Share              Date
                 Name                           Granted             Employees in Fiscal
                                                                         Year 1998

<S>                                                <C>
        James S. Pendleton                         0
        Stephen J. Fryer                           0
        Robert Albrecht                         10,000
        Milton Haber                             5,000


                                              Aggregated Option/SAR Exercises in Fiscal
                                             Year 1998 and Fiscal Year End Option Values

                                           Shares Acquired                                Number of Securities  Value of Unexercised
                 Name                        on Exercise             Value Realized            Underlying       In-the-Money Options
                                                                                          Unexercised Options     at Fiscal Year End

                                                                                             Exercisable /           Exercisable /
                                                                                              Unexercised             Unexercised

<S>                                               <C>                     <C>               <C>    
        James S. Pendleton                       -0-                      None              200,000/200,000
        Stephen J. Fryer                         -0-                      None               28,500/28,500
        Robert Albrecht                          -0-                      None

</TABLE>



--------------------------------------------------------------------------------
            ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT
--------------------------------------------------------------------------------

         The  following  table sets forth the number of shares of the  Company's
common stock  beneficially  owned as of January 28, 1999, (i) by each person who
is known by the Company to own beneficially more than 5% of the Company's common
stock,  (ii)  by  each  director  and  director  nominee,  (iii)  by each of the
Company's named executive officers, and (iv) by all directors, director nominees
and  executive  officers,  as a group,  as reported by each such person.  Unless
otherwise indicated,  each stockholder's  address is c/o the Company, 2351 South
2300 West, Salt Lake City, Utah 84119


<PAGE>





                        Name and Address                       Amount and Nature
                      of Beneficial Owner                    of Beneficial Owner
--------------------------------------------------------------       ----------
Directors and Executive Officers                                             (1)

James S. Pendleton (2) (3)                                            1,035,037
Stephen J. Fryer (4)                                                    116,500
Robert Albrecht                                                          10,000
Wayne R. Wright (5)                                                     464,109
C. Reed Brown (6)                                                        60,000
Milton Haber                                                              5,000
James E. Harward                                                          2,000


Holders of More than 5%

James S. Pendleton Family Trust                                         456,441


All Officers and Directors as a Group (7 persons)
(2) (3) (4) (5) (6) (7)

       (1)   Except as noted otherwise, all shares are owned beneficially and of
             record.

       (2)   Includes  456,441  shares  of  Common  Stock  held by the  James S.
             Pendleton  Family  Trust of which Mr.  Pendleton  is a trustee  and
             beneficiary,  15,144  shares  in  Mr.  Pendleton's  account  in the
             Company's  ESOP,  and  200,000  shares that are  unissued  but with
             respect to which Mr. Pendleton has the right to acquire  beneficial
             ownership  through the exercise of stock options  within 60 days of
             the date of this filing.

       (3)   Includes  363,452  shares of Common Stock held by the Virginia C.G.
             Pendleton  Family Trust.  Mr. Pendleton has voting control of these
             shares.

       (4)   Includes  28,500 shares that are unissued but with respect to which
             Mr. Fryer has the right to acquire beneficial ownership through the
             exercise  of  stock  options  within  60 days  of the  date of this
             filing.

       (5)   Includes  100,000  shares held by the Wayne R. Wright Family Trust,
             50,000 shares held by the LaRae Wright  Family Trust,  of which Mr.
             Wright is a trustee and  beneficiary,  7,109 shares in Mr. Wright's
             account in the Company's ESOP, and 267,000 shares that are unissued
             but with  respect  to which Mr.  Wright  has the  right to  acquire
             beneficial  ownership  through the exercise of stock options within
             60 days of the date of this filing.

       (6)   Includes  60,000 shares that are unissued but with respect to which
             Mr. Brown has the right to acquire beneficial ownership through the
             exercise  of  stock  options  within  60 days  of the  date of this
             filing.

       (7)   Includes  2,000  shares that are unissued but with respect to which
             Mr. Harward has the right to acquire  beneficial  ownership through
             the  exercise of stock  options  within 60 days of the date of this
             filing.

         Except as set forth above,  the Company knows of no beneficial owner of
five percent or more of the  Company's  Common  Stock,  and does not know of any
arrangement  which may at a subsequent date result in a change of control of the
Company.
<PAGE>

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

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


         The  following  information  summarizes  certain  transactions,  either
engaged  in within  the last two (2) years of  proposed  to be engaged in by the
Company and the individuals described.

         In 1989, the Company loaned Mr. Pendleton $370,335, bearing interest at
10% per annum. The note was satisfied in full as of September 30, 1996. Interest
income received was $5,006 during fiscal year 1996.

         During fiscal year 1995, the Company guaranteed  personal  indebtedness
of Mr. Pendleton in the maximum amount of $180,000.  This  indebtedness was paid
in full during fiscal year 1996, and the guarantee has been released.

         During  fiscal  year  1997,  the  Company  paid to ELM  Management  and
Leasing,  of which Mr.  Harward  is the  president,  approximately  $55,000  for
payrolling and employee benefit services.


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

                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

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


        (a)     Reports on Form 8-K.

               No reports on Form 8-K were filed by the Company during the three
months ended September 30, 1998.




 (b)      INDEX OF EXHIBITS

Exhibit No.                                                   Description

               1.  Form of  Underwriter's  Warrant  Agreement  including Form of
                   Underwriter's  Warrant,  incorporated  by  reference  to  the
                   Company's Registration Statement filed on Form SB-2, SEC File
                   No. 33-96444.

               3.  Articles  of  incorporation  and  By-laws,   incorporated  by
                   reference to the Company's  Registration  Statement  filed on
                   Form SB-2, SEC File No. 33-96444.

             10.1  Asset   Purchase   Agreement   for  the  purchase  of  InCirT
                   Technology from the Cerplex Group, Inc. See Exhibit to Report
                   on Form 10-QSB dated June 30, 1996.

             10.2  Employment  Agreement  between  James  S.  Pendleton  and the
                   Company.  See Exhibit to Report on Form 10-QSB dated June 30,
                   1996.

             10.3  Employment Agreement between Wayne R. Wright and the Company.
                   See Exhibit to Report on Form 10-QSB dated June 30, 1996.
<PAGE>

             10.4  Employment  Agreement  between Robert D. Deforest Sr. and the
                   Company. See Exhibit to Report 10-QSB dated June 30, 1996.

             10.5  Employment  Agreement  between  Lewis Carl  Rasmussen and the
                   Company.  See Exhibit to Report on Form 10-QSB dated June 30,
                   1996.

             10.6  Employment  Agreement between Alan L. Weaver and the Company.
                   See Exhibit to Report on Form 10-QSB dated June 30, 1996.

             10.7  Loan and Security  Agreement  dated February 29, 1996 between
                   National  Bank of Canada and the  Company.  See 10-KSB  dated
                   September 30, 1996.

             10.8  Form  of  Warrant  between  the  Registrant  and  JW  Charles
                   Securities,  Inc., BMC Bach International Ltd., Gordon Mundy,
                   Louis  Centofanti  and Heracles  Holdings,  See  Registration
                   Statement filed on Form S-3, SEC File No. 333-60451

             10.9  Asset  Purchase   Agreement  dated  March  22,  1995  between
                   Registratant,   Insulectro,   Quality  Interconnect  Systems,
                   Quintec  Interconnect  Systems,  Quintec  Industries  and QIS
                   Electronics.  See Registration  Statement filed on Form SB-2,
                   SEC File No. 33-96444.

            10.10  Real Estate Lease dated June 2, 1993 between  Registrant  and
                   The  Equitable  Life  Insurance  Society.   See  Registration
                   Statement filed on Form SB-2, SEC File No. 33-96444.

            10.11  Form of 1995 Stock Option Plan.  See  Registration  Statement
                   filed on Form SB-2, SEC File No. 33-96444.

            10.12  Asset Purchase Agreement dated November 12, 1996 for the sale
                   of the San Jose Division between Touche  Electronics,  Inc. a
                   subsidiary  of TMCI  Electronics,  Inc. and the Company.  See
                   Exhibit to Report on Form 10-QSB dated December 31, 1996.

            10.13  Loan and Security  Agreement  between FINOVA and the Company.
                   See Exhibit to Report on Form  10-KSB,  dated  September  30,
                   1997.

            10.14  Employment   Agreement  between  Stephen  J.  Fryer  and  the
                   Company.   See  Exhibit  to  Report  on  Form  10-KSB,  dated
                   September 30, 1997.

            10.15  Employment  Agreement  between  Danieli Reni and the Company.
                   See Exhibit to Report on Form  10-KSB,  dated  September  30,
                   1997.

            10.16  Agreement  and  Plan of  Reorganization  through  Acquisition
                   dated April 1, 1997 between PowerStream Technology,  Inc. and
                   the  Company.  See  Exhibit to Report on Form  10-KSB,  dated
                   September 30, 1997.

            10.17  Finder's  Agreement  between  the  Registrant  and JW Charles
                   Securities,  Inc.,  dated  June  2,  1998.  See  Registration
                   Statement filed on Form S-3, SEC File No. 333-60451

              11.  Statement re: computation of per share earnings.  See Exhibit
                   to Report on Form 10-KSB, dated September 30, 1998.

             23.1. Consent of Grant Thornton LLP. See Form 10-KSB, filed January
                   13, 1999

              27.  Financial Data Schedule

<PAGE>


      Signatures

      In  accordance  with Section 13 or 15(d) of the Exchange  Act, the Company
      caused  this  report  to be  signed  on its  behalf  by  the  undersigned,
      thereunto duly authorized.


      Date:   January 28, 1999                     PEN INTERCONNECT, INC.



                                                   By: /s/Stephen Fryer
                                                   --------------------
                                                   Stephen Fryer
                                                   President and Director

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


        Date:  January 28, 1999                       By:/s/Stephen Fryer
        -----  ----------------                       -------------------
                                                      Stephen Fryer
                                                      President and Director


        Date:  January 28, 1999                       By:/s/Robert Albrecht
        -----  ----------------                       ---------------------
                                                      Robert Albrecht
                                                      CFO and Principal
                                                      Accounting Officer


        Date:  January 28, 1999                       By:/s/Wayne R. Wright
        -----  ----------------                       ---------------------
                                                      Wayne R. Wright
                                                      Director


        Date:  January 28, 1999                       By:/s/James Harward
        -----  ----------------                       -------------------
                                                      James Harward
                                                      Director


        Date:  January 28, 1999                       By:/s/Milton Haber
        -----  ----------------                       ------------------
                                                      Milton Haber
                                                      Director