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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K-A

                                                                 Amendment No. 1

  Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange
             Act of 1934 for the fiscal year ended December 31, 1998

                          STORAGE COMPUTER CORPORATION
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


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<S>                                                                    <C>       
                         DELAWARE                                                   02-0450593
(State or other jurisdiction of incorporation or organization          (I.R.S. Employer Identification No.)

       11 RIVERSIDE STREET, NASHUA, NEW HAMPSHIRE                                    03062-1373
        (Address of Principal Executive Offices)                                     (Zip Code)
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                                 (603) 880-3005
              (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 $0.001 PAR VALUE             AMERICAN STOCK EXCHANGE
-----------------------------             --------------------------------------
(Title or Class)                          (Name of Exchange on which registered)

     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 twelve 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 the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in a definitive proxy or information
statement incorporated in Part III of this Form 10-K or any amendments to this
Form 10-K. [X]

The aggregate market value of the Common Stock of the Registrant held by
non-affiliates was approximately $11,699,500 at April 9, 1999.

At December 31, 1998 there were issued and outstanding 11,347,823 shares of the
Registrant's Common Stock, with a par value of $.001.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement relating to the Company's Annual
Meeting of Stockholders to be held on May 17, 1999 are incorporated by reference
into Part III hereof.




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                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following documents are included as part of the report:

     (1) Financial Statements

          The following financial statements of the Company and the reports of
     the independent auditors are filed as part of this report:

               Index to Financial Statements
               Reports of Independent Auditors
               Statement of Consolidated Financial Position
               Statement of Consolidated Operations
               Statement of Consolidated Stockholders' Equity
               Statement of Consolidated Cash Flows
               Notes to Consolidated Financial Statements

     (2) Financial Statement Schedules

          None

     (3) Exhibits

          Certain of the exhibits listed hereunder have been previously filed
     with the Commission as exhibits to certain prior registration statements
     and periodic reports as indicated in the footnotes below. The location of
     each document so incorporated is indicated by footnote.

      *3.1     Restated Articles of Organization (Incorporated by reference as
               Exhibit 3.1 to the Company's Form S-4, Registration No. 33-87028,
               as filed on December 2, 1994).

      *3.2     Amended and Restated By-Laws (Incorporated by reference as
               Exhibit 3.2 to the Company's Form S-4, Registration No. 33-87028,
               as filed on December 2, 1994).

      *4.1     Specimen Common Stock Certificate (Incorporated by reference as
               Exhibit 4.1 to the Company's Form S-4, Registration No. 33-87028,
               as filed on December 2, 1994).

     *10.1     Restated and Amended Stock Incentive Plan. (Incorporated by
               reference as Exhibit 4.1 to the Company's Form S-8, Registration
               No. 333-31297, as filed on July 14, 1998).

     *10.2     Form of Restated and Amended Stock Incentive Plan, Stock Award
               (Incorporated by reference as Exhibit 4.2 to the Company's Form
               S-8, Registration No. 333-31297, as filed on July 14, 1998)

     *10.3     Promissory Note in the principal amount of $710,000 dated
               December 6, 1997 made payable to Theodore J. Goodlander.

     *10.4     Letter Agreement dated July 14, 1994 between the Registrant and
               Eddie Lu Hwang (Incorporated by reference as Exhibit 10.8 to the
               Company's Form S-4, Registration No. 33-87028, as filed on
               December 2, 1994).

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     *10.5     Joint Venture Agreement between the Registrant, Micro Research
               Computer Limited and Eddie Lu Hwang (Incorporated by reference as
               Exhibit 10.6 to the Company's Form S-4, Registration No.
               33-87028, as filed on December 2, 1994).

     *10.5b    Amended and Restated 1992 Stock Incentive Plan (Incorporated by
               reference as Exhibit 10.5 to Amendment No. 4 to the Company's
               Form S-3, Registration No. 333-04145, as filed on September 13,
               1997).

     *10.6     Amendment dated August 20, 1997, to the Revolving Credit
               Agreement dated August 6, 1996 between the Company and State
               Street Bank and Trust Company.

     *10.7     $10,000,000 Line of Credit Note from Registrant to State Street
               Bank and Trust Company dated August 20, 1997.

     *10.8     Loan Agreement dated August 6, 1996 between the Company and State
               Street Bank and Trust Company (Incorporated by reference to
               Exhibit 10.2 to Amendment No. 4 to the Company's Form S-3,
               Registration No. 333-04145, as filed on September 13, 1997.

      10.9     Second Amended and Restated Loan Agreement dated November 16,
               1998 between the Company and State Street Bank and Trust Company.

      10.10    $10,500,000 Amended Line of Credit Note from Registrant to State
               Street Bank and Trust Company dated November 16, 1998.

      10.11    Amended Security Agreement dated November 16, 1998 between the
               Company and State Street Bank and Trust Company.

     *21       Subsidiaries of the Company.

     *23.1     Consent of BDO Seidman, LLP.

     *23.2     Consent of Richard A. Eisner & Company, LLP. * 27 Financial Data
               Schedule.

     *99       "Safe Harbor" Statement under Private Securities Litigation
               Reform Act of 1996.

    ---------------
     * previously filed

(b) Reports on Form 8-K

    None.


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                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in Nashua, New
Hampshire, on the 15th day of April, 1999.

                                   STORAGE COMPUTER CORPORATION

                                   BY: /s/ Theodore J. Goodlander       
                                       ---------------------------------------
                                       Theodore J.  Goodlander
                                       Chairman of the Board of Directors, CEO
                                       (Principal Executive Officer)

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

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<CAPTION>
              SIGNATURE                                   CAPACITY                      DATE
              ---------                                   --------                      ----

<S>                                     <C>                                         <C> 
     /s/ Theodore J. Goodlander         Chairman of the Board of Directors, CEO     April 15, 1999
-------------------------------------   (Principal Executive Officer)
        Theodore J. Goodlander        

         /s/ Shigeho Inaoka             Director                                    April 15, 1999
-------------------------------------
           Shigeho Inaoka 

          /s/ Steven S. Chen            Director                                    April 15, 1999
-------------------------------------
           Steven S. Chen
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