SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB/A
                                 Amendment No. 1

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934: FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934:

    for the transition period from ________ to ________.

                         Commission File Number 1-13012

                         H.E.R.C. PRODUCTS INCORPORATED
                 (Name of small business issuer in its charter)

               Delaware                                     86-0570800
State of Incorporation or Organization        IRS Employer Identification Number

                          2202 W. Lone Cactus Drive #15
                           Phoenix, Arizona 85027-2621
                    (Address of principal executive offices)

                                 (602) 492-0336
                (Issuer's telephone number, including area code)

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

                                                     Name of each exchange
         Title of each class                          on which registered
         -------------------                          -------------------
    Common Stock, $.01 par value                     Boston Stock Exchange

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

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. [ ]

State issuer's revenues for its most recent fiscal year. $3,168,955

At March 11,  1999,  the  aggregate  market  value of the  voting  stock held by
non-affiliates  of the  registrant  was  $2,937,785  based on the closing market
price of the  Common  Stock on such  date as  reported  by the OTC BB  Market of
$0.39.

At March 11,  1999,  there were  11,526,053  shares of Common  Stock  issued and
outstanding.

Transitional Small Business Disclosure Format: Yes [ ]  No[X]

Documents Incorporated by Reference: None
<PAGE>
                  EXPLANATORY NOTE REGARDING AMENDMENT NO. 1:


     This Amendment No. 1 is being filed solely to correct a "flawed"  Financial
Data Schedule  previously  filed as Exhibit No. 27 to the Form 10-KSB filed with
the Commission on March 31, 1999.


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<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

Exhibit No:                         Exhibit
-----------                         -------

(3)(1)   Certificate of Incorporation of HERC, filed as Exhibit 3.1 to
         HERC's Registration Statement (No. 33-75166).

(3)(2)   By-Laws of HERC, filed as Exhibit 3.2 to HERC's Registration  Statement
         (No. 33-75166).

(3)(3)   Certificate  of   Designations,   Preferences   and  Other  Rights  and
         Qualifications  of the Class A Preferred  Stock,  as amended,  filed as
         Exhibit 99.1 to Form 8-K dated December 17, 1996.

(4)(1)   Specimen of Common Stock  certificate  (reference  also made to exhibit
         3.1 and 3.2),  filed as Exhibit  4.1 to HERC's  Registration  Statement
         (No. 33-75166).

(4)(2)   Form of Underwriter's Warrant Agreement and Warrant Certificate,  filed
         as Exhibit 4.2 to HERC's Registration Statement (No. 33-75166).

(4)(3)   Form of Warrant Agreement issued to Perrin,  Holden & Davenport Capital
         Corporation  dated December 17, 1996,  filed as Exhibit 4.2 of Form 8-K
         dated December 17, 1996.

(4)(4)   Form of Agency  Agreement  between HERC and Perrin,  Holden & Davenport
         Capital Corporation dated as of November 15, 1996, as amended, filed as
         Exhibit 4.3 of Form 8-K dated December 17, 1996.

(4)(5)   Form of Warrant  Agreement  between HERC and GKN Securities Corp. dated
         November 19, 1996,  filed as Exhibit 4.5 of Registration  Statement No.
         333-19361.

(4)(6)   Form of Warrant and Registration  Rights Agreement between HERC and the
         Equity  Group,  dated  September  27,  1996,  filed as  Exhibit  4.6 of
         Registration Statement No. 333-19361.

(10)(1)  1993 Incentive Stock Option Plan, as amended,  filed as Exhibit 10.3 to
         HERC's Registration Statement No. 33-75166.

(10)(2)  Agency  Agreement  between HERC and GKN  Securities  Corporation  dated
         March 4, 1996,  filed as Exhibit 10.8 to HERC's  Annual  Report on Form
         10K-SB for the fiscal year ended December 31, 1995

(10)(3)  Form of Purchase  Option issued to GKN Securities  Corporation and its'
         designees, filed as Exhibit 10.9 to HERC's Annual Report on Form 10K-SB
         for the fiscal year ended December 31, 1995

(10)(4)  Form of Warrant  Agreement  issued to investors on April 3, 1996, filed
         as Exhibit  10.10 to HERC's Annual Report on Form 10K-SB for the fiscal
         year ended December 31, 1995

(10)(5)  Form of Subscription  Agreement  between HERC and investors dated April
         3, 1996,  filed as Exhibit 10.11 to HERC's Annual Report on Form 10K-SB
         for the fiscal year ended December 31, 1995

(10)(6)  1996  Performance  Equity  Plan,  filed  as  Annex  A to  HERC's  Proxy
         Statement dated June 11, 1996.

(10)(7)  Form of Purchase  Option issued to GKN Securities  Corporation  and its
         designees  dated June 18, 1997,  filed as Exhibit  10.15 to HERC's Form
         10-KSB for the year ended December 31, 1997.

                                       2
<PAGE>
(10)(8)  Loan Agreement by and between HERC and  InterEquity  Capital  Partners,
         LLP dated  September  15,  1997 filed as Exhibit  10.18 to HERC's  Form
         10-KSB for the year ended December 31, 1997.

(10)(9)  Account Transfer and Purchase  Agreement by and between HERC,  H.E.R.C.
         Consumer Products, Inc., and KBK Financial Incorporated dated September
         22,  1997 filed as  Exhibit  10.19 to HERC's  Form  10-KSB for the year
         ended December 31, 1997.

(10)(10) Agreement  by and between  HERC and the U.S.  Navy dated August 8, 1997
         filed as  Exhibit  10.20  to  HERC's  Form  10-KSB  for the year  ended
         December 31, 1997.

(10)(11) Lease by and between HERC and Roger Buttrum dated May 14, 1996 filed as
         Exhibit  10.21 to HERC's  Form 10-KSB for the year ended  December  31,
         1997.

(10)(12) Form of Warrant  Agreement between HERC and Jerry Ludwig and Associates
         dated  September  3, 1997 filed as Exhibit  10.22 to HERC's Form 10-KSB
         for the year ended December 31, 1997.

(10)(13) Form of Warrant  Agreement between HERC and Shelby Carl dated September
         3, 1997 filed as Exhibit 10.23 to HERC's Form 10-KSB for the year ended
         December 31, 1997.

(10)(14) Amendment to Stock Option  Agreement by and between Gary S. Glatter and
         HERC dated March 23, 1995 filed as Exhibit  10.24 to HERC's Form 10-KSB
         for the year ended December 31, 1997.

(10)(15) Amendment  Number two to Stock Option  Agreement by and between Gary S.
         Glatter  and HERC dated  February  1, 1997  filed as  Exhibit  10.25 to
         HERC's Form 10-KSB for the year ended December 31, 1997.

(21)     Subsidiaries  filed with HERC's Form 10-KSB for the year ended December
         31, 1998.

(22)(1)  Consent of Independent  Certified Public Accountants (BDO Seidman, LLP)
         filed with HERC's Form 10-KSB for the year ended December 31, 1998.

(23)(2)  Consent of Independent Public  Accountants  (Arthur Andersen LLP) filed
         with HERC's Form 10-KSB for the year ended December 31, 1998.

(27)     Financial Data Schedule - Filed herewith

(99)(1)  Risk Factors filed with HERC's Form 10-KSB for the year ended  December
         31, 1998.

     (b)  Reports on Form 8-K: Not Applicable.

                                       3
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  H.E.R.C.  Products  Incorporated  has duly  caused  this
amendment  to the report on Form 10-KSB for the fiscal year ended  December  31,
1998 to be signed on its behalf by the undersigned, thereunto duly authorized.


                         H.E.R.C. PRODUCTS INCORPORATED


                                            By: /s/ S. Steven Carl
                                                -----------------------
Dated:  April 13, 1999                          S. Steven Carl, President and
                                                Chief Executive Officer