U. S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                 Form 10-KSB/A

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

For the fiscal year ended March 31, 1998    

Commission file number 0-9964



                              BESICORP GROUP INC.
                 (Name of small business issuer in its charter)


     New York                                        14-1588329
(State or other jurisdiction 
of incorporation or organization)           (IRS Employer Identification No.)

1151 Flatbush Road, Kingston, N.Y.                   12401
(Address of principal executive offices)           (Zip Code)

(914) 336-7700
(Issuer's Telephone Number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class:  Common Stock, $.10 par value
Name of each exchange on which registered:  AMEX Emerging Company Marketplace

Securities registered under 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. __X__

         The issuer's revenues for its most recent fiscal year:  $17,014,256

         The  aggregate  market value of Common Stock,  $.10 par value,  held by
nonaffiliates  based  upon the  closing  AMEX  sale  price on June 19,  1998 was
approximately $48,594,024.75

<PAGE>

         The number of outstanding shares of Common Stock, $.10 par value, on 
June 19, 1998 was 2,967,174 Common Shares.

         Transactional Small  Business Disclosure Format:  Yes____     No __X_

        
<PAGE>                


PART III
ITEM 9.           DIRECTORS,  AND EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS

MICHAEL F. ZINN
         Mr. Zinn, 45,  President,  Chief Executive  Officer and Chairman of the
Board of Directors,  has guided  Besicorp since founding the Company in 1976.
Prior to founding the Company, Mr. Zinn was director of a federally funded 
biomass-to-energy  project. Prior to the above appointment,  Mr. Zinn was 
employed in energy engineering. He has been awarded six U.S. patents and he is 
the cousin of Frederic Zinn. In June 1997,  Mr. Zinn  entered  guilty  pleas to
two felony  counts in the United States  District Court for the Southern 
District of New York in connection with contributions made to the 1992 election
campaign of Congressman Maurice Hinchey (the "Campaign Contribution 
Proceeding"). Mr. Zinn was fined  $36,673 and sentenced to a six month term of 
incarceration and a two year term of supervised release thereafter. He resigned
as Chairman of the Board, Chief Executive Officer and President of the Company
in November 1997 and was reappointed  to such  positions  in May  1998.  


GERALD A. HABIB
         Mr.  Habib,  52, has been a director of the Company  since May 1994. In
1993 Mr. Habib founded The Berkshire Group, a Shokan, NY investment  banking and
consulting concern that provides business development and merger and acquisition
services to chemical and process  clients and has served as president since that
time. From 1986 to 1990 he served as director of planning and development for NL
Chemicals, a multinational  specialty chemical company. Mr. Habib also served as
a vice president for Elitine Corporation, a technology licensing company, and as
a business  manager and manager of planning for Olin  Chemicals.  Since May 1995
Mr. Habib has also served as vice  president of a specialty  chemicals  company.
Mr. Habib holds a BS in Chemical  Engineering  from City  University of New York
and an MBA  from  New York  University.  Mr.  Habib  is a  director  of  Polymer
Solutions,  Inc.,  a  Canadian-based   manufacturer  of  advanced  polymer-based
products for the coatings and adhesives industry.


RICHARD E. ROSEN
       Mr. Rosen, 50, has been a director of the Company since May 1994. In 1993
Mr. Rosen founded Plato Software, Inc. of Saugerties, NY, a software development
company engaged in marketing accounting software and has held the position of
President since that time. From 1991 to 1993,  Mr. Rosen owned and operated
Rosebud Consulting Services, which provided analysis, development, and
implementation of computer software systems to medium-sized businesses.From 1985
to 1991 Mr. Rosen was general manager of Rosebud Shoes in New York City. Mr.
Rosen holds a BA in Social Sciences from the University of North Carolina.

<PAGE>

MELANIE NORDEN
         Ms. Norden, 51, has been a director of the Company since February
1998.  In 1988,  Ms. Norden founded BENCHMARKS, a full service consulting firm, 
providing consultation, management and planning services in fundraising, 
organizational development, conference and event planning and evacuation; 
volunteer, board and staff training; and public relations and marketing. Ms. 
Norden holds a BA from the State University of New York at Binghamton and 
completed  an MA Program at Manhattanville College in Purchase, New York.


MICHAEL J. DALEY
         Mr. Daley, 43, joined the Company as Financial Manager in August 1987
and was appointed Vice President, Finance & Administration in May 1989,Corporate
Secretary in April 1991, Chief Financial Officer in September 1994, and 
Director,  Chief Executive Officer and President in November 1997.  Concurrent
with Mr. Zinn's reappointment in May 1998, Mr. Daley was appointed Executive 
Vice President and continues to serve as Chief Financial Officer.  Prior to 
joining the Company, Mr. Daley was Assistant Controller managing partnership
accounting for Parliament Hill Corporation,  a syndicator of limited
partnerships investing in oil and gas exploration in the continental United 
States.  Mr. Daley's prior experience includes management positions in 
accounting and finance with several companies in the insurance industry.  Mr.
Daley holds a BS in Accounting from St. Francis College of Brooklyn, NY.

STEVEN I. EISENBERG
         Mr. Eisenberg, 47, joined the Company in January 1989 as Vice President
of Beta Development Company, was promoted to Vice President, Finance in December
1989 and Senior Vice President and General Manager in April 1991.  In July 1995
Mr. Eisenberg was promoted to Executive Vice President and Chief Operating
Officer.  Prior to joining the Company, Mr. Eisenberg was Vice President -
Corporate Finance for Keith, Marshall & Co. from 1984 to 1989. Mr. Eisenberg
holds an MBA (Finance) from Fairleigh Dickinson University and a BS (Economics)
from the State University of New York at Oneonta.  Mr. Eisenberg served as a
director of the Company from December 1989 until resigning from the Board in
May 1997.  Mr. Eisenberg resigned from the Company in August 1997.


<PAGE>


STEVEN G. NACHIMSON
         Mr. Nachimson, 37, joined the Company as Corporate Counsel in May 1995,
and was appointed an executive officer of the Company with the title of
Assistant Secretary in May 1997, and General Counsel and Corporate Secretary in
November 1997.  Prior to joining the Company, Mr. Nachimson was an attorney in
private practice with the firm of Samoff, Kaplan, Benton & Franzman, P.C., of
which he was a member from 1991 to 1995 and with which he was associated from
1990 to 1991.  From 1986 to 1990 Mr. Nachimson practiced with the law firm of
Moscowitz, Samoff & Benton, P.C.  Mr. Nachimson holds a J.D. from State 
University of New York at Buffalo School of Law, and an A.B. in Political 
Science from Vassar College.  Mr. Nachimson resigned from the Company in 
May 1998.

JOSEPH P. NOVARRO
         Mr.  Novarro,  56, joined the Company in 1994 as Technical  Manager and
was appointed Vice  President,  Project  Development in February 1997.  In 
November 1997, Mr. Navarro was appointed an executive officer of the Company
retaining the same title. Prior to joining the  Company,  Mr.  Novarro was the
Engineer/Project  Manager at Kamine Development  Corp.  Before that he held 
various  management  positions  during a 25-year  career at Long  Island
Lighting  Company.  Mr.  Novarro  holds a BS in Electrical  Engineering  from 
Manhattan  College and completed his  postgraduate studies at the Oak Ridge 
School of Reactor Technology.

JAMES E. CURTIN
         Mr.  Curtin,  48, joined the Company as Corporate  Controller in August
1995 and was appointed an executive officer of the Company with the title of 
Vice President and Controller in November 1997.  Prior to joining the Company, 
Mr. Curtin was Director of Financial Reporting for ENSERCH Engineering 
Engineers and  Constructors  from 1994 to 1995,  and held  several financial 
management positions  with  Ebasco  Services, Incorporated, an engineering, 
construction  and consulting  firm, from 1981 to 1994. Mr. Curtin holds a BBA 
in Accounting Practice from Pace University.

FREDERIC M. ZINN
Mr. Zinn,  41,  joined the Company as a temporary executive with the title of
Vice  President  in November  1997. He was appointed an executive officer of the
Company holding the title of  Senior  Vice  President  and  General  Counsel in
May 1998.  Prior to joining  the  Company,  Mr.  Zinn  was  the  President  of
Zinn  &  LeBovic,  a Professional  Law  Corporation,  from 1992 to 1997.  Before
that,  Mr. Zinn was General  Counsel at JTE Real Estate  Group,  Inc.  from 1989
to 1992;  Associate Attorney at Palmieri,  Tyler,  Weiner,  Wilhelm & Waldron 
from 1986 to 1988; and Associate  Attorney at Hart, King & Coldren from 1982 to 
1986. Mr. Zinn received a BA in Economics  from the University of California at
Davis and a JD from the UCLA School of Law. He is a cousin of Michael Zinn.


<PAGE>
         
Director Compensation

         Directors of the Company who are also  employees  are not paid any fees
or  compensation  for  their  services  as  members  of the  Company's  Board of
Directors or any committee thereof.

         Pursuant to the compensation program as modified in November 1997, each
Director who is not an employee of the Company ("Outside Director") receives an
annual retainer of $36,000 and per diem fees for each Board or Committee meeting
attended at the rate of $1,000 for each meeting in excess of two hours. Each 
Committe Chairman receives an additional $3,000 annual stipend.  Each Outside 
Director has the right, upon notice to the Company, to receive payment of 
director's fees in cash or in the Company's common stock. Further, for each year
of Board service, an Outside Director is issued a five year warrant (exercisable
in full one year after the date of issuance)dated the first day of the fiscal
year to purchase 2,500 shares of the Company's Common Stock at a price equal to 
the market price of the Company's  stock on the date of issuance.  Upon the
resignation or retirement of a director, any  unvested warrant grants shall
expire in full, with any vested warrant grants continuing to be exercisable in 
accordance with the applicable warrant agreement. In addition, each Outside 
Director was granted options to purchase 2,500 shares of stock at the exercise 
price of $.10 per share.  These options may be exercised up to and including 
December 31, 1998.  With respect to Messrs Rosen and Habib, any shares purchased
pursuant to the options shall be subject to the Company's right to repurchase at
the exercise price in the event such person's Board service terminates for any 
reason other than death or permanent disability prior to March 31, 1998.  With 
respect to Ms. Norden any shares purchased pursurant to the options shall be 
subject to the Company's right to repurchase at the exercise price in the event 
Board service terminates for any reason other than death or permanent 
disability prior to February 13, 2000. Outside  Directors  are also  reimbursed
for reasonable expenses relating to their duties.

<PAGE>


ITEM 10.          EXECUTIVE COMPENSATION

         The  following  table sets forth for the fiscal  years  ended March 31,
1998,  1997 and 1996,  the  compensation  awarded  or paid to, or earned by, the
Company's two Chief Executive Officers and three of the executive officers 
(referred to collectively with the Chief Executive Officer as the "Named 
Executives").


                           Summary Compensation Table

<TABLE>
<CAPTION>
<S>    

                     
                                                                   Long-Term
                                                                   Compensation
Name                                                               Securities       All Other
and                                                                Underlying       Compen-
Principal                          Annual Compensation             Options (#)      sation
Position                Year     Salary ($)       Bonus ($)          (1)            --($)---

                     <C>      <C>              <C>                <C>              <C>
Michael F. Zinn(5)      1998     229,249          586,250(6)                        3,400(3)
CEO and                 1997     350,794          293,792                          14,750(2)(3)
President               1996     350,000          250,000           39,000         14,620(2)(3)

Michael J. Daley(5)     1998     148,459          111,033                           4,900(3)
CEO, President, CFO     1997      91,462           21,000                           1,300(3)
& Corporate Secretary   1996      85,000           15,000            3,000          1,000(3)

Steven I. Eisenberg     1998      92,613          235,013(4)                        1,150(3)
EVP & COO               1997     174,858          223,670(4)                       14,750(2)(3)
                        1996     163,077          318,367(4)        13,500         14,620(2)(3)

Steven I. Nachimson     1998      91,346           15,000                             3,900(3)
General Counsel and     1997      64,327           12,000                                 0
Corporate Secretary     1996      49,538            6,000                                 0

Joseph P. Novarro       1998      98,654            35,000                            2,445(3)
Vice President,         1997      78,152            25,000                            1,782(3)
Project Development     1996      69,500            21,500                              520(3)

</TABLE>

(1)In January 1996 Messrs. Zinn and Eisenberg were granted non-statutory options
under the Amended and Restated 1993 Incentive Plan ("1993 Plan") to purchase 
restricted shares of the Company's Common Stock at $7.00 per share.  All options
were exercised by Messrs. Zinn and  Eisenberg, and the restrictions were 
scheduled to lapse in January 2001. Upon Mr.  Eisenberg's resignation from the 
Company and in accordance  with the Stock  Agreement,  the Company repurchased 
1,500  shares received as a result of the exercise of options for $11,976.48,
representing the repurchased price of $7.00 per share plus a rate of return 
based on the prime rate. At March 31, 1998 the aggregate 19,000 restricted 
shares of Common Stock held by Mr. Zinn had a net value of $418,000 based upon
a market value of $551,000, less the purchase price of $133,000. The Company
did not repurchase Mr. Zinn's shares. If such repurchase had been effected, the
repurchase price to be paid by the Company would have been calculated in the 
same manner that  the repurchase price for Mr. Eisenberg's shares was 
calculated.

<PAGE>

(2) Includes premiums of $10,000 paid by the Company on life insurance  policies
for Messrs. Zinn and Eisenberg in each of Fiscal 1997 and 1996.

(3) Includes the Company's matching contribution to its qualified 401(k) Plan to
the named individuals as follows:  for Fiscal 1998: Mr. Zinn, $3,400; Mr. Daley,
$4,900; Mr. Eisenberg,  $1,150; Mr. Nachimson,  $3,900; and Mr. Novarro, $2,445;
for Fiscal 1997: Mr. Zinn, $4,750; Mr. Daley, $1,300; Mr. Eisenberg, $4,750; and
Mr. Novarro, $1,782; for Fiscal 1996: Mr. Zinn, $4,620;  Mr. Daley,  $1,000; Mr.
Eisenberg $4,620; and Mr. Novarro, $520.

(4) The Company had a deferred  compensation  plan,  pursuant to which incentive
compensation was provided to certain key employees based on the future operating
performance of certain projects.  Pay-outs made from the Company's  compensation
plan for the named  individuals are as follows: for Fiscal 1998:  Mr. Eisenberg,
$3,750;  for Fiscal 1997: Mr. Eisenberg, $7,500; and for Fiscal 1996: Mr.
Eisenberg, $68,691. Mr. Eisenberg resigned from the Company effective August 
1997.

(5) During Fiscal 1998,  Mr. Zinn served the Company as CEO for the period April
1 through  November  11, 1997;  Mr.  Daley served as CEO from  November 11, 1997
through March 31, 1998.

(6) Includes bonus of $280,000 which was earned by Mr. Zinn in Fiscal 1997 and 
paid in Fiscal 1998.

                                 Stock Options

         Under the 1993  Plan up to  1,000,000  shares  of  Common  Stock may be
issued to officers, directors,  employees and consultants of the Company. Awards
under this plan may be in the form of  statutory  stock  options,  non-statutory
stock options,  stock appreciation rights ("SARs"),  dividend payment rights or
options to purchase  restricted  stock.  As disclosed above, during Fiscal 1998,
options to acquire 7,500 shares were granted to the Outside Directors under this
plan.

         The  following  table  provides  information  related  to  options  and
warrants exercised by the Named Executives during Fiscal 1998 and the number and
value of options and warrants held at fiscal year end. The Company does not have
any outstanding SARs.

            Aggregated Option/Warrant Exercises in Last Fiscal Year
                   and Fiscal Year-end Option/Warrant Values

<TABLE>
<S>                      <C>                      <C>            <C>                <C>   
                                                                                    Value of
                                                                  Number of         Unexercised         
                                                                  Unexercised       In-the-Money
                                                                  Options/Warrants  Options/Warrants
                           Number of                              at FY-End         at FY-End 
                           Shares Acquired        Value           Exercisable/      Exercisable/
Name                       on Exercise            Realized        Unexercisable     Unexercisable




Michael F. Zinn                     0                  $0         25,000/0          $678,125/$0

Michael J. Daley                    0                  $0         9,500/3,000      $224,875/$78,000

Steven I. Eisenberg            28,000            $666,400            0/0                  0/0

Steven G. Nachimson                 0                   0           0/2,000              0/$52,000

Joseph P. Novarro                   0                   0           0/2,000              0/$52,000


</TABLE>

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth  information  with respect to (i) each
person  (including  any "group" as that term is used in Section  13(d)(3) of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act")) known to the
Company  to be the  beneficial  owner of more  than 5% of the  Company's  Common
Stock, its only class of voting  securities,  (ii) the ownership of Common Stock
by each current director and nominee, (iii) the ownership of Common Stock by the
Chief  Executive  Officer and each other  executive  officer  named above in the
"Summary  Compensation  Table"  and (iv) the  ownership  of Common  Stock by all
current  directors and executive  officers of the Company as a group.  Except as
otherwise  provided in the footnotes to the table,  the  beneficial  owners have
sole voting and investment power as to all securities.

         Under the rules of the Securities and Exchange  Commission  ("SEC"),  a
person who directly or indirectly  has or shares voting power and/or  investment
power with respect to a security is considered  to be a beneficial  owner of the
security.  Shares  as to which  voting  power  and/or  investment  power  may be
acquired within 60 days are also considered to be beneficially owned under these
rules.  The  information  in the table is as of July 17, 1998, and is based on
data  furnished  to the Company by, or on behalf of, the persons  referred to in
the table.
        
<TABLE>
       
<S>                        <C>                                <C>

                           Number of Shares
Name of                    of Common Stock                    Percent of Common Stock
Beneficial Owner           Beneficially Owned  (1)(2)         Beneficially Owned (1)(2)

Michael F. Zinn            1,677,236 (3)                              56.1% (3)
Gerald A. Habib                5,000 (4)                                   *
Richard E. Rosen               5,000 (4)                                   *
Michael J. Daley              14,234 (5)                                   *(5)
Steven I. Eisenberg                 0                                      *
Steven G. Nachimson                 0                                      *
Joseph P. Novarro+                200                                      *
Melanie Norden                  2,500(6)                                   *

Current Directors and executive 
officers as a group
(6 persons)                1,704,170                                 56.8%
*  Less than 1 percent.

</TABLE>
<PAGE>

(1) Except as described below, such persons have the sole power to vote and 
direct the disposition of such shares.

(2) Assumes exercise of all presently exercisable options and warrants.

(3) Includes  25,000  shares that Mr. Zinn has the right to acquire  pursuant to
warrants which are presently exercisable and 77,456 shares held in the name of
his immediate family.

(4)  Includes 2,500 shares that Messrs. Habib and Rosen have the right to 
acquire pursuant to warrants which are presently exercisable.

(5) Includes 2,500 shares that may be acquired by Mr. Daley pursuant to 
currently exercisable options.

(6) Represents 2,500 shares that Ms. Norden has the right to acquire pursuant to
warrants which are presently exercisable.


         The address for each of the individuals identified above is:  1151
Flatbush Road, Kingston, New York 12401.

         
<PAGE>

ITEM 12.
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         As of March 31,  1998 and 1997,  entities  owned by Michael  Zinn,  the
Company's President, owed the Company $47,662 and $37,005, respectively, net of
airport usage and plane  services (the "Services")  performed by such  entities
on behalf of the Company. The cost of these Services were recorded for the 
fiscal years ended March 31, 1998 and 1997 as $31,939 and $90,621, respectively.

         The Company,  pursuant to applicable law and governing  documents,  had
advanced  certain legal expenses on behalf of certain  officers and directors in
connection  with  the  Campaign   Contribution   Proceeding, a shareholder
derivative lawsuit encaptioned, "Lichtenberg vs. Michael Zinn, et al." commenced
in New York Supreme Count (the "Lichtenberg Litigation") and a shareholder 
derivation lawsuit captioned, "John Bansbach vs. Michael Zinn, et al."
commenced in New York Supreme Court (the "Bansbach Litigation").

         As of March 31, 1998 and 1997,  such  advances on behalf of Mr. Zinn in
connection  with the  Campaign  Contribution  Proceeding  were an  aggregate  of
$338,517  and  $208,250,  respectively.  Of such  sum,  Mr.  Zinn has  agreed to
reimburse  the Company  $186,000 and as of July 29,  1998,  had  reimbursed  the
Company $45,000. The $141,000 balance does not bear interest.  In addition,  the
Company had advanced legal fees and  disbursements of approximately $217,663 
incurred in connection  with such proceeding on behalf of certain directors, 
officers, and current and former employees and their  spouses who were 
actual or potential  witnesses in this matter.  

         In connection with the Lichtenberg Litigation, the Company had advanced
as of March 31, 1998 an aggregate of $731,579 in legal fees and disbursements on
behalf of the Company and Messrs.  Zinn,  Eisenberg and Enowitz  (directors  and
officers  or  former  directors  and/or  officers  of  the  Company).  

         In connection with the Bansbach Litigation, the Company had advanced as
of March 31, 1998 an  aggregate of $136,994 in legal fees and  disbursements  on
behalf of the Company and Messrs. Zinn, Daley, Habib, Harris and Rosen (director
and officers or former  directors of the Company). 

          With regard to the legal actions described above, the Company, in
accordance with applicable law and to the extent required, has received
executed undertakings from each indemnified party for whom legal costs have been
advanced. 

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  directors and executive  officers,  and persons who own more than 10
per cent of any registered class of the Company's  equity  securities,  to file
with the SEC and the American Stock Exchange  reports of ownership of the Common
Stock of the  Company.  Reporting  persons  are  required by SEC  regulation  to
furnish the Company with copies of all such reports that they file.  To the best
of the  Company's  knowledge,  during the fiscal year ended March 31, 1998, its
officers,  directors  and greater than 10 per cent  beneficial  owners filed all
required Section 16(a) reports on a timely basis.



<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the Registrant has duly caused this Amendment No.1 to the Annual 
Report on Form 10-KSB to be signed on its behalf by the undersigned, thereunto 
duly authorized.

BESICORP GROUP, INC, Registrant

By:  /s/ Michael F. Zinn
         Michael F. Zinn
         President (principal 
         executive officer)                        Dated: July 29, 1998
              

    /s/ Michael J. Daley                      
        Michael J. Daley                           Dated: July 29, 1998
        Chief Financial Officer 
        (principal financial Officer) 


    /s/ James E. Curtin           
        James E. Curtin
        Vice President, Controller
        (principal accounting officer)             Dated: July 29, 1998