<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)




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

          For the quarterly period ended             April 2, 1999
                                                 ----------------------

                                       OR

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


         For the transition period from                  to
                                        ---------------       -----------------

                         Commission file number 0-16453
                                                -------


                                   HEARx LTD.
              ----------------------------------------------------
              Exact Name of Registrant as Specified in Its Charter

            Delaware                                    22-2748248
       -------------------------------------------------------------
       (State of Other Jurisdiction of              (I.R.S. Employer
        Incorporation or Organization)              Identification No.)

      1250 Northpoint Parkway, West Palm Beach, Florida              33407
      ------------------------------------------------------------------------
      (Address of Principal Executive Offices)                     (Zip  Code)

      Registrant's Telephone Number,  Including Area Code      (561) 478-8770
                                                               --------------

    ------------------------------------------------------------------------
               Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report

                  Indicate by check X 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 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
   ---    ---

On May 5, 1999 106,328,156 shares of the Registrant's Common Stock were
outstanding.


<PAGE>   2


                                      INDEX

<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  ----

PART I.                    FINANCIAL INFORMATION
<S>                                                                                 <C>
         Item 1.  Financial Statements:

           Consolidated Balance  Sheets
                  April 2, 1999 and December 25, 1998                               3

           Consolidated Statements of Operations
                  Three months ended April 2, 1999 and March 27, 1998               4

           Consolidated Statements of Cash Flows
                  Three months ended April 2, 1999 and March 27,1998                5

           Notes to Consolidated Financial Statements                               6


         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                         7-9

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk        10

PART II.          OTHER INFORMATION

         Item 2. Changes in Securities and Use of Proceeds                          10


         Item 6.  Exhibits and Reports on Form 8-K                                  10

                  Signatures                                                        11
</TABLE>





                                       2
<PAGE>   3


                            HEARX LTD. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                     ASSETS

                                                                             April 2,            December 25,
                                                                               1999                  1998
                                                                            ------------        ------------
                                                                           (unaudited)             (audited)

<S>                                                                         <C>                 <C>         
CURRENT ASSETS:
 Cash and cash equivalents                                                  $  2,253,231        $  2,650,111
 Investment securities                                                         2,776,641           7,170,780
 Accounts and notes receivable, less allowance for
   doubtful accounts of $ 542,579  and $588,509                                4,894,970           4,087,912
 Inventories                                                                     498,763             529,427
 Prepaid expenses                                                                296,513             338,868
 Other assets                                                                    391,736             500,888
                                                                            ------------        ------------
     Total current assets                                                     11,111,854          15,277,986

PROPERTY AND EQUIPMENT - NET                                                   9,104,290           7,100,530
INVESTMENT AND ADVANCES IN HEARX WEST LLC                                              -           1,406,900
OTHER                                                                          1,435,556           1,422,901
                                                                            ------------        ------------
                                                                            $ 21,651,700        $ 25,208,317
                                                                            ============        ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                     $  4,819,699        $  4,877,649
  Restructure reserve                                                            727,029           1,450,739
  Accrued salaries and other compensation                                        445,852             695,892
  Current maturities of long term debt                                           298,356             639,664
                                                                            ------------        ------------
      Total current liabilities                                                6,290,936           7,663,944
                                                                            ------------        ------------

LONG TERM DEBT, LESS CURRENT MATURITIES                                          120,316             123,316
                                                                            ------------        ------------
MINORITY INTEREST                                                               (362,620)                  -
                                                                            ------------        ------------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
 Non-redeemable preferred stock:
   (Aggregate liquidation preference $ 11,724,128 and $13,460,270) $1 par,
   2,000,000 shares authorized; issued and outstanding:
        1998 Convertible    7,500 shares outstanding                               7,500               7,500
        1997 Convertible    3,444 & 5,209 shares outstanding                       3,444               5,209
                                                                            ------------        ------------
           Total preferred stock                                                  10,944              12,709
  Common stock; $.10 par; 130,000,000 shares authorized;
   107,818,396, & 104,023,643 shares issued                                   10,781,839          10,402,364
  Additional paid-in capital                                                  77,346,789          77,531,270
  Accumulated deficit                                                        (71,507,258)        (70,257,968)
  Accumulated other comprehensive income                                          43,690              58,263
  Unamortized deferred compensation                                              (66,172)            (75,625)
  Treasury stock, at cost - 1,542,000 common shares                           (1,006,764)           (249,956)
                                                                            ------------        ------------
         Total stockholders' equity                                           15,603,068          17,421,057
                                                                            ------------        ------------
                                                                            $ 21,651,700        $ 25,208,317
                                                                            ============        ============
</TABLE>

See  accompanying notes to the consolidated financial statements




                                       3
<PAGE>   4




                            HEARX LTD. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               THREE MONTHS ENDED APRIL 2, 1999 AND MARCH 27, 1998


<TABLE>
<CAPTION>
                                                     April 2,             March 27,
                                                       1999                 1998
                                                    -------------        ------------- 
                                                    (Unaudited)           (Unaudited)

<S>                                                 <C>                  <C>          
NET REVENUES                                        $  10,454,525        $   7,094,329
                                                    -------------        ------------- 

COSTS AND EXPENSES:
  Cost of products sold                                 3,213,531            2,080,047
  Center operating expenses                             6,081,430            4,664,455
  General and administrative expenses                   1,858,409            1,716,068
  Depreciation and amortization                           586,050              555,055
  Interest expense                                          7,255               19,506
                                                    -------------        ------------- 
      Total costs and expenses                         11,746,675            9,035,131
                                                    -------------        ------------- 

LOSS BEFORE MINORITY INTEREST                          (1,292,150)          (1,940,802)

MINORITY INTEREST                                         269,521                    -
                                                    -------------        ------------- 

NET LOSS                                               (1,022,629)          (1,940,802)

DIVIDENDS ON PREFERRED STOCK                             (226,661)            (104,035)
                                                    -------------        ------------- 

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS          $  (1,249,290)       $  (2,044,837)
                                                    =============        ============= 

NET LOSS PER COMMON SHARE - BASIC AND DILUTED       $       (0.01)       $       (0.02)
                                                    =============        ============= 

WEIGHTED AVERAGE NUMBER OF SHARES OF
  COMMON STOCK OUTSTANDING                            105,258,978          100,353,997
                                                    =============        ============= 
</TABLE>

See accompanying notes to the consolidated financial statements




                                       4
<PAGE>   5


                           HEARX LTD. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASHFLOWS
               THREE MONTHS ENDED APRIL 2, 1999 AND MARCH 27, 1998





<TABLE>
<CAPTION>
                                                              1999                 1998
                                                           -----------        -----------
                                                           (Unaudited)         (Unaudited)
<S>                                                        <C>                <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   $(1,022,629)       $(1,940,802)
Adjustments to reconcile net loss to net cash
Used by operating activities:
     Depreciation and amortization                             586,051            555,055
     Write down of property and equipment                       19,765                  -
     Provision for doubtful accounts                           151,000               (750)
     Loss on disposition of property                               132             13,852

(Increase) decrease in:
     Accounts and notes receivable                            (958,058)          (549,135)
     Inventories                                                30,664             (3,590)
     Prepaid expenses                                           42,355             90,232
     Other current assets and deferred charges               1,503,450           (387,183)
Increase (decrease) in :
     Accounts payable                                         (134,975)           373,355
     Accrued expenses                                         (896,724)          (636,578)
                                                           -----------        -----------
Net cash used in operating activities                         (678,969)        (2,485,544)
                                                           -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                     (2,577,988)          (451,706)
     Purchase of investments                                         -         (6,000,000)
     Proceeds from the sale of mature investments            4,379,565          6,800,918
                                                           -----------        -----------
Net cash provided (used) by investing activities           $ 1,801,577        $   349,212
                                                           -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Principle payments:
     Short-term borrowings                                    (332,243)                 -
     Long-term debt                                             (3,000)           (43,360)
Forgiveness of long-term debt                                   (9,065)                 -
Minority interest                                             (384,940)                 -
Acquisition of treasury stock                                 (756,809)                 -
Accrued dividends                                             (226,661)          (104,035)
Proceeds from the issuance of  stock                           193,230            147,093
                                                           -----------        -----------
Net cash used by financing activities                       (1,519,488)              (302)
                                                           -----------        -----------
Net increase (decrease) in cash and cash equivalents          (396,880)        (2,136,634)
Cash and cash equivalents at beginning of period             2,650,111          3,644,838
                                                           -----------        -----------
Cash and cash equivalents at end of period                 $ 2,253,231        $ 1,508,204
                                                           ===========        ===========
</TABLE>


       See accompanying notes to the consolidated financial statements.

                                       5
<PAGE>   6


                           HEARX LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



       The accompanying unaudited consolidated financial statements should be
       read in conjunction with the Company's Annual Report on Form 10-K for the
       fiscal year ended December 25, 1998. All adjustments, consisting of
       normal recurring accruals, which are, in the opinion of management,
       necessary for a fair statement of results for interim periods have been
       made.

       1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Reclassifications

       Certain amounts in the 1998 consolidated financial statements have been
       reclassified in order to conform to the 1999 presentation.

       Principles of Consolidation

       The consolidated financial statements include the accounts of HEARx Ltd.
       and HEARx West LLC, a joint venture between HEARx Ltd. and the Permanente
       Federation. All intercompany transactions and accounts have been
       eliminated in the consolidation. Minority Interest represents the
       Permanente Federation's capital contribution less their share of the
       cumulative losses since the formation of the joint venture.

       2.   STOCKHOLDERS' EQUITY

       Conversion of 1997 Preferred Stock into shares of Common Stock

       During the quarter ended April 2, 1999, 1,765 shares of the 1997
       Convertible Preferred Stock were converted into 3,784,751 shares of
       Common Stock.

       Common Stock

       During the quarter ended April 2, 1999, no warrants were exercised.
       Employee stock options were exercised resulting in the issuance of 10,000
       shares of Common Stock.

       3.   RECENT ACCOUNTING PRONOUNCEMENTS

       In April 1998, the American Institute of Certified Public Accountants
       issued Statement of Position No. 98-5, "Reporting for the Costs of Start
       - Up Activities," ("SOP 98-5"). The pronouncement requires all companies
       to expense as incurred all start up costs related to new operations. It
       further requires expensing of previously capitalized costs. Since the
       Company adopted this accounting method in prior years there is no impact
       on its financial position or results of operations.

       In June 1998, the FASB issued Statement of Financial Accounting Standard
       No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
       ("SFAS 133"). The Company is required to adopt SFAS 133 for the year
       ending December 29, 2000. SFAS 133 establishes methods of accounting for
       derivative financial instruments and hedging activities related to those
       instruments as well as other hedging activities. Because the Company
       currently holds no derivative financial instruments and does not
       currently engage in hedging activities, adoption of SFAS 133 is expected
       to have no material impact on the Company's financial condition or
       results of operations.





                                       6
<PAGE>   7

       ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

       GENERAL

       Management believes the shift of patients from the Medicare population to
       managed care, which has occurred in recent years, will continue and
       increase in the future. To the extent the Company is successful in
       contracting with the providers of Medicare managed care for the provision
       of hearing care goods and services, the Company can enjoy the benefits of
       this shift.

       HEARx intends, as its ultimate goal, to establish a nationwide network of
       hearing care centers, located in the metropolitan areas or regions with
       concentrations of elderly consumers who are more likely to need the
       Company's products or services. The Company is currently expanding its
       hearing care center network through a joint venture ("HEARx West") with
       the Permanente Federation LLC. The joint venture agreement provides for a
       50/50 ownership by the Company and members of the Permanente Federation,
       with the centers bearing the HEARx name. At the end of the first quarter
       of 1999, HEARx operated a total of 77 centers. Those include 34 centers
       in Florida, 13 in New York, 15 in New Jersey and the 15 HEARx West
       centers in California. HEARx West is expected to open two more centers in
       California by the end of the third quarter of 1999.

       Management continues to try to position the Company as the leading
       provider of hearing care to the managed care marketplace. HEARx and HEARx
       West combined currently receives a per-member-per-month fee for more than
       1.2 million managed care members each month, with Medicare representing
       more than 500,000, Medicaid approximately 180,000 and commercial in
       excess of 500,000. In total, HEARx has over 170 contracts for hearing
       care with various healthcare providers. Management continues to observe,
       however, that a number of managed care organizations are experiencing
       significant difficulties arising from the widespread growth and reach of
       available plans and benefits, as well as the diverse nature of some of
       the defined participant populations. Many of these organizations,
       including some of those with whom HEARx has contracts, have focused
       substantial resources on correcting their own administrative, cost and
       information systems instead of expanding their plan memberships. As a
       result, HEARx has not experienced the growth it expected from this
       market. A number of managed care organizations have announced that they
       are withdrawing from selected geographic areas, some of which include
       HEARx markets.

       In order to reduce losses in response to the withdrawal of certain
       managed care companies from the Northeast region, the Company decided to
       close 12 of its most severely impacted centers in this region. All of
       these centers closed in January 1999. A restructure reserve of $1,450,739
       was established at the end of fiscal 1998, to cover the costs of closing
       the centers, including lease termination, employee severance and other
       costs. The Company believes the remaining reserve of $727,000 at April 2,
       1999 is adequate to cover remaining costs. The Company has successfully
       negotiated and completed lease buy-outs or exercised early termination
       options on nine of the twelve properties.

       The Company has conducted a comprehensive review of its computer systems
       to identify any system that could be affected by the "Year 2000" issue.
       This review was completed by the Company's Information Technology
       department. The costs associated with this process relate primarily to
       salaries and were expensed as incurred. The Year 2000 problem is the
       result of computer programs being written using two digits rather than
       four to define the applicable year. Any of the Company's programs that
       have time sensitive software may recognize a date using "00" as the year
       1900 rather than 2000. This could result in a system malfunction or
       miscalculation. Management believes the Year 2000 problem will not pose
       significant operational problems for the Company. The Company's computer
       operational programs have been written within the past three 



                                       7
<PAGE>   8

       years and use four digits to define the applicable year. The Company has
       sent requests for confirmations to outside vendors and principal
       customers to ensure their programs are Year 2000 compatible. A majority
       of the confirmations have been received and favorably evaluated as to
       Year 2000 issues. However, there can be no guarantee that the systems of
       other companies will be converted timely, or that a supplier will
       convert. If these entities are not timely with their conversions, the
       results could have a material adverse effect on the Company. A plan has
       been formulated to address these issues and testing will be ongoing
       through mid 1999. The Company believes any future costs associated with
       Year 2000 compliance by the Company will be immaterial.

       RESULTS OF OPERATIONS

       For the three months ended April 2, 1999 Compared to the three months
       ended March 27, 1998

       Net revenues increased $3,360,197, or 47%, to $10,454,526 in the first
       quarter of 1999 from $7,094,329 in the comparable quarter of 1998. The
       increase in net revenues resulted from an increase in the Company's
       non-insured "self-pay" business and the revenues from HEARx West. HEARx
       Ltd.'s net revenues for the first quarter of 1999, before consolidation
       with HEARx West, were the highest for a quarter in the Company's history.
       HEARx Ltd. recorded net revenues of $8,749,070 from 62 centers for the
       quarter, up 23%, from $7,094,329 from 75 centers for the comparable
       quarter of 1998.

       The loss before preferred dividends for the first quarter of 1999,
       including losses from the joint venture HEARx West, decreased 47% from
       $1,940,802 in the first quarter of 1998 to $1,022,629. The loss from
       operations before consolidation and preferred stock dividends decreased
       61% from $1,940,802 for the first quarter of 1998 to $753,109 for the
       first quarter of 1999.

       Cost of products sold increased $1,133,484, or 54%, to $3,213,531 in the
       first quarter of 1999 from $2,080,047 in the comparable quarter of 1998.
       Approximately 31% of the 54% increase is a direct result of the inclusion
       of cost of products sold for HEARx West. The remainder of the increase is
       attributable to the increase in sales from existing centers. The cost of
       products sold as a percent of net revenues, which was 29% for the first
       quarter of 1999 and 1998, fluctuates from period to period depending upon
       the sales mix and sales promotions.

       Center operating expenses increased $1,346,475, or 29%, to $6,010,930 in
       the first quarter of 1999 from $4,664,455 in the comparable quarter of
       1998. Approximately $1,056,949 of the increase is attributable to the
       center operating expenses of HEARx West. Consolidated center operating
       expenses as a percent of revenue decreased in the first quarter of 1999
       to 58% from 66% in the first quarter of 1998.

       HEARx Ltd.'s general and administrative expenses, before consolidation of
       HEARx West, decreased $24,868, to $1,691,200 in the first quarter of 1999
       from $1,716,068 in the comparable quarter of 1998. Consolidated general
       and administrative expenses increased $47,876 to $1,763,944 in the first
       quarter of 1999 from $1,716,068 in the comparable quarter of 1998.
       Consolidated general and administrative expenses as a percent of net
       revenue decreased to 18% in 1999 from 24% in the comparable period of
       1998.

       At the center level, the Company continues to be profitable in Florida
       and is profitable in California at the HEARx West centers. Florida sales
       for the quarter ended April 2, 1999 were up approximately 31%, from the
       comparable quarter in 1998. In the Northeast market, centers have yet to
       generate enough revenue to reach profitability, although revenues were up
       modestly over the comparable quarter of 1998 with 12 fewer centers.




                                       8
<PAGE>   9

       Depreciation and amortization expense increased $30,996, or 6%, to
       $586,051 in the first quarter of 1999 from $555,055 in the comparable
       quarter of 1998. Depreciation and amortization for HEARx Ltd., before
       consolidation, decreased ten percent, or $56,898. This decrease is due
       primarily to the closing of twelve centers in the Northeast.

       LIQUIDITY AND CAPITAL RESOURCES

       Working capital decreased $2,793,124 to $4,820,918 as of April 2, 1999
       from $7,614,042 as of December 25, 1998. The Company believes that its
       current working capital and revenues from operations are sufficient to
       support the Company's foreseeable capital requirements and operating
       needs through 1999 in accordance with its strategic plan, although there
       can be no assurance that other cash needs will not arise. The Company's
       strategic plan includes a commitment to loan up to $5 million to HEARx
       West. As of April 2, 1999, the Company had provided $2.5 million to HEARx
       West under this agreement. During 1999, the Company expects to lend
       additional funds to the joint venture under the agreement. During 1999
       the Company expects to receive approximately $1.4 million in cash from
       the joint venture for quarterly management fees and interest payments.

       Net cash used by operating activities decreased from $2,485,544 in the
       first quarter of 1998, to $678,971 in the first quarter of 1999. The
       decrease in cash used by operating activities was primarily the result of
       eliminating intercompany transactions between HEARx Ltd. and HEARx West.

       Net cash provided by investing activities increased from $349,212 in the
       first quarter of 1998, to $1,801,577 in the first quarter of 1999. Funds
       from the sales of investments decreased $2,241,383 from $6,800,918 in the
       first quarter of 1998, to $4,379,565 in the first quarter of 1999. In the
       first quarter of 1998, $6,000,000 was reinvested in securities and there
       were no funds reinvested in the first quarter of 1999. In addition, there
       was a $2,126,282 reduction in cash ($451,706 in 1998 to $2,577,988 in
       1999) primarily used in the construction of leasehold improvements and
       related purchase of property and equipment for the 15 HEARx West centers.

       Cash from financing activities increased from cash being used from
       financing activities of $302 in the first quarter of 1998 to $1,519,488
       in the first quarter of 1999. This increase was primarily the result of
       funds in the amount of $1,006,765 used to repurchase the Company's common
       stock and the repayment of short term borrowings in the amount of
       $332,243.







       Except for historical information provided in this discussion and
       analysis, the discussion includes forward looking statements, including
       those concerning the shift of patients from Medicare to managed care and
       the effect thereof on the Company; the Company's goals of establishing a
       nationwide center network; the loss of any existing contracts; the year
       2000 problem; the effect of closing the 12 northeast centers; and the
       expected revenues from HEARx West. Such statements involve certain risks
       and uncertainties that could cause actual results to differ materially
       from those in the forward-looking statements. Potential risks and
       uncertainties include industry and market conditions, unforeseen capital
       requirements, and the success of the joint venture with The Permanente
       Federation, as well as those risks associated with the Company's business
       described in the Company's filings with the Securities and Exchange
       Commission, including the Form S-3 resale registration statement dated
       September 29, 1998.



                                       9
<PAGE>   10


       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  None



       PART II - OTHER INFORMATION

       ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

       During the quarter ended April 2, 1999, 1,765 shares of the 1997
       Convertible Preferred Stock plus accrued dividends of $197,801 were
       converted into 3,784,751 shares of the Company's Common Stock. The 1997
       Convertible Preferred Stock was issued to certain "accredited investors"
       pursuant to Rule 506 of Regulation D, and the shares issued upon
       conversion thereof were also issued pursuant to Rule 506 Regulation D.

       ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

         3.1                        Restated Certificate of Incorporation of
                                    HEARx Ltd., including certain certificates
                                    of designations, preferences and rights of
                                    certain preferred stock of the Company. [3]
                                    Filed as an exhibit to the Company's Current
                                    Report on Form 8-K, filed May 17, 1996, as
                                    the exhibit number indicated in brackets,
                                    and incorporated herein by reference.

         3.2                        Amendment to Restated Certificate of
                                    Incorporation. [3.1A]. Filed as an exhibit
                                    to the Company's Quarterly Report on Form
                                    10-Q for the period ended June 28,1996, as
                                    the exhibit number indicated in brackets,
                                    and incorporated herein by reference.

         3.3                        Certificate of Designations, Preferences and
                                    Rights of the Company's 1997 Convertible
                                    Preferred Stock. [3] Filed as an exhibit to
                                    the Company's Current Report on Form 8-K,
                                    filed March 26, 1997, as the exhibit number
                                    indicated in brackets, and incorporated
                                    herein by reference.

         3.4                        By-Laws of HEARx Ltd. [3.2]. Filed as an
                                    exhibit to the Company's Registration
                                    Statement on Form S-18 (Registration No.
                                    33-17041-NY) as the exhibit number indicated
                                    in brackets, and incorporated herein by
                                    reference.

         27                         Financial Data Schedule (provided for the
                                    information of the Securities and Exchange
                                    Commission only).


         (b) Reports on Form 8-K:

              None



                                       10
<PAGE>   11


                                   SIGNATURES

             Pursuant to the requirements 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.

                                          HEARx Ltd.
                                          (Registrant)

             Date:  May 17, 1999             By:      s/Stephen J. Hansbrough
                                                      -----------------------
                                                      Stephen J. Hansbrough
                                                      President and
                                                      Chief Operating Officer

             Date:  May 17, 1999             By:      s/James W. Peklenk
                                                      ------------------
                                                      James W. Peklenk
                                                      Vice President and
                                                      Chief Financial Officer

                                       11