SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 1998

                                       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 1-9341

                                  HOWTEK, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                   02-0377419
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

 21 Park Avenue, Hudson, New Hampshire                                   03051
(Address of principal executive offices)                              (Zip Code)

                                 (603) 882-5200
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

     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  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirement for the past 90 days. YES _X_ NO___.

     As of the close of  business  on October  28,  1998  there were  10,760,206
shares outstanding of the issuer's Common Stock, $.01 par value.





                                  HOWTEK, INC.

                                      INDEX

                                                                            PAGE
PART I   FINANCIAL INFORMATION

 Item 1  Financial Statements

         Balance Sheets as of September 30, 1998
         (unaudited) and December 31, 1997                                     3

         Statements of Operations for the three month
         periods ended September 30, 1998 and 1997
         (unaudited) and for the nine month periods ended
         September 30, 1998 and 1997 (unaudited) 4

         Statement of Changes in Stockholders' Equity
         for the nine month period ended September 30, 1998
         (unaudited)                                                           5

         Statements of Cash Flows for the nine month periods
         ended September 30, 1998 and 1997 (unaudited)                         6

         Notes to Financial Statements (unaudited)                           7-8


 Item 2  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                      9-13


PART II  OTHER INFORMATION

 Item 5  Other Information                                                    14

 Item 6  Exhibits and Reports on Form 8-K                                     14


Signatures                                                                    15


                             2


                        HOWTEK, INC.

                       Balance Sheets



                                                                September 30, 1998         December 31, 1997
                                                                ------------------         -----------------
                                                                    (unaudited)
                                                                                       
                        Assets
Current assets:
  Cash and equivalents                                             $    229,986              $    235,326
  Accounts receivable:
    Trade-net of allowance for doubtful accounts
     of $32,933 in 1998 and $70,000 in 1997                           1,128,983                 1,475,952
  Inventory                                                           3,208,656                 3,515,993
  Prepaid and other                                                     133,443                   105,275
                                                                   ------------              ------------
      Total current assets                                            4,701,068                 5,332,546
                                                                   ------------              ------------

Property and equipment:
  Equipment                                                           2,467,140                 2,288,687
  Leasehold improvements                                                 27,827                      --
  Motor vehicles                                                          6,050                     6,050
                                                                   ------------              ------------
                                                                      2,501,017                 2,294,737
  Less accumulated depreciation and amortization                      1,587,008                 1,255,317
                                                                   ------------              ------------
      Net property and equipment                                        914,009                 1,039,420
                                                                   ------------              ------------

Other assets:
  Software development costs, net                                       608,521                   593,879
  Debt issuance costs, net                                               62,771                    78,040
  Patents, net                                                           20,038                    27,409
                                                                   ------------              ------------
      Total other assets                                                691,330                   699,328
                                                                   ------------              ------------

      Total assets                                                 $  6,306,407              $  7,071,294
                                                                   ============              ============

         Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable                                                 $    944,647              $  1,200,871
  Accrued interest                                                       70,078                    16,903
  Accrued expenses                                                      434,799                   322,448
                                                                   ------------              ------------
      Total current liabilities                                       1,449,524                 1,540,222

Loan payable to principal stockholder                                   300,000                      --
Convertible subordinated debentures                                   2,181,000                 2,181,000
                                                                   ------------              ------------
      Total liabilities                                               3,930,524                 3,721,222
                                                                   ------------              ------------

Commitments and contingencies

Stockholders' equity:
  Common stock, $.01 par value: authorized
    25,000,000 shares; issued 10,828,082 in 1998
    and 9,128,082 shares in 1997; outstanding
    10,760,206 in 1998 and 9,060,206 shares in 1997                     108,281                    91,281
  Additional paid-in capital                                         47,357,588                45,665,122
  Accumulated deficit                                               (44,139,722)              (41,456,067)
  Treasury stock at cost (67,876 shares)                               (950,264)                 (950,264)
                                                                   ------------              ------------
      Stockholders' equity                                            2,375,883                 3,350,072
                                                                   ------------              ------------

      Total liabilities and stockholders' equity                   $  6,306,407              $  7,071,294
                                                                   ============              ============



See accompanying notes to financial statements.


                             3



                        HOWTEK, INC.

                  Statements of Operations



                                                                    Three Months                              Nine Months
                                                                    September 30,                             September 30,
                                                           --------------------------------        --------------------------------
                                                               1998                1997                1998                 1997
                                                                     (unaudited)                             (unaudited)
                                                                                                           
Sales                                                      $  1,231,519        $  2,371,615        $  3,357,401        $  5,817,022
Cost of Sales                                                   929,690           1,784,195           2,823,522           4,374,347
                                                           ------------        ------------        ------------        ------------
Gross Margin                                                    301,829             587,420             533,879           1,442,675
                                                           ------------        ------------        ------------        ------------
Operating expenses:
  Engineering and product development                           299,442             361,298             808,807           1,055,016
  General and administrative                                    316,279             372,158           1,005,897           1,310,019
  Marketing and sales                                           450,496             410,752           1,251,652           1,228,875
  Unusual charges (note 4)                                         --                  --                  --             2,996,971
                                                           ------------        ------------        ------------        ------------
      Total operating expenses                                1,066,217           1,144,208           3,066,356           6,590,881
                                                           ------------        ------------        ------------        ------------
Loss from operations                                           (764,388)           (556,788)         (2,532,477)         (5,148,206)
                                                           ------------        ------------        ------------        ------------

Interest expense - net                                           47,169              46,642             151,178             214,988

Income from legal settlement (note 2)                              --                  --                  --            (6,000,000)
                                                           ------------        ------------        ------------        ------------

Income (loss) before tax provision                             (811,557)           (603,430)         (2,683,655)            636,806

Provision for income taxes                                         --                  --                  --               120,000
                                                           ------------        ------------        ------------        ------------

Net income (loss)                                          $   (811,557)       $   (603,430)       $ (2,683,655)       $    516,806
                                                           ============        ============        ============        ============

Net income (loss) per share                                $      (0.08)       $      (0.07)       $      (0.27)       $       0.06

Weighted average number of shares used
  in computing earnings per share                            10,760,206           9,033,994           9,933,466           9,032,576



See accompanying notes to financial statements.



                             4



                        HOWTEK, INC.

        Statement of Changes in Stockholders' Equity



                                                  Common Stock
                                          ---------------------------    Additional
                                            Number of                      Paid-in      Accumulated      Treasury      Stockholders'
                                          Shares Issued    Par Value       Capital        Deficit          Stock          Equity
                                          -------------  ------------   ------------   ------------    ------------    ------------
                                                                                                     
Balance at December 31, 1997                 9,128,082   $     91,281   $ 45,665,122   $(41,456,067)   $   (950,264)   $  3,350,072

Issuance of common stock for cash            1,700,000         17,000      1,692,466                                      1,709,466


Net loss                                          --             --             --       (2,683,655)           --        (2,683,655)
                                          ------------   ------------   ------------   ------------    ------------    ------------

Balance at September 30, 1998               10,828,082   $    108,281   $ 47,357,588   $(44,139,722)   $   (950,264)   $  2,375,883
                                          ============   ============   ============   ============    ============    ============



See accompanying notes to financial statements.



                             5



                        HOWTEK, INC.

                  Statements of Cash Flows



                                                                    Nine Months              Nine Months
                                                                September 30, 1998        September 30, 1997
                                                                ------------------        ------------------
                                                                   (unaudited)               (unaudited)
                                                                                       
Cash flows from operating activities:
  Net income (loss)                                                $(2,683,655)              $   516,806
                                                                   -----------               -----------
  Adjustments to reconcile net income
  (loss) to net cash provided by
  operating activities:
  Depreciation                                                         331,691                   787,044
  Amortization                                                         165,873                   288,595
  Asset writedown and reserve increases (note 4)                          --                   2,996,971
 (Increase) decrease:
    Accounts receivable                                                346,969                   935,791
    Inventory                                                          307,337                  (398,387)
    Other current assets                                               (28,168)                  (14,243)
  Increase (decrease):
    Accounts payable                                                  (256,224)               (1,209,468)
    Accrued expenses                                                   165,526                   243,270
                                                                   -----------               -----------
      Total adjustments                                              1,033,004                 3,629,573
                                                                   -----------               -----------

      Net cash provided by (used for)
       operating activities                                         (1,650,651)                4,146,379
                                                                   -----------               -----------

Cash flows from investing activities:
  Patents, software development and other                             (157,875)                 (281,706)
  Additions to property and equipment                                 (206,280)                 (405,070)
                                                                   -----------               -----------
      Net cash used for investing activities                          (364,155)                 (686,776)
                                                                   -----------               -----------

Cash flows from financing activities:
  Issuance of common stock for cash                                  1,709,466                    37,560
  Proceeds (repayment) of loan from principal
   stockholder (note 3)                                                300,000                (3,478,604)
                                                                   -----------               -----------
      Net cash provided by financing activities                      2,009,466                (3,441,044)
                                                                   -----------               -----------

    Increase (decrease) in cash and equivalents                         (5,340)                   18,559
    Cash and equivalents, beginning of period                          235,326                   235,143
                                                                   -----------               -----------
    Cash and equivalents, end of period                            $   229,986               $   253,702
                                                                   ===========               ===========

Supplemental disclosure of cash flow information:
  Interest paid                                                    $   107,611               $   885,326
                                                                   ===========               ===========



See accompanying notes to financial statements.


                             6




                        HOWTEK, INC.

                Notes to Financial Statements

                     September 30, 1998


(1)  Accounting Policies

          In the opinion of management all adjustments and accruals  (consisting
     only of  normal  recurring  adjustments)  which  are  necessary  for a fair
     presentation  of  operating  results  are  reflected  in  the  accompanying
     financial  statements.  Reference  should be made to Howtek,  Inc.'s Annual
     Report on Form 10-K for the year ended  December  31, 1997 for a summary of
     significant accounting policies. Interim period amounts are not necessarily
     indicative of the results of operations for the full fiscal year.

(2)  Legal Proceedings

          On April 24, 1997, the Company  announced that the lawsuit  brought by
     the Company on June 7, 1994, in the United States District Court,  District
     of New  Hampshire,  against TECO  Electric  and  Machinery  Co. Ltd.,  TECO
     Information  Systems Co., Ltd.,  Relisys (a TECO subsidiary) and Herman Hsu
     had been settled.  All existing  agreements between the companies have been
     terminated.  The Company has released the TECO  companies,  Relisys and Mr.
     Hsu from all covenants  not to compete and from any claims  relating to the
     scanner  technology  involved in the case.  TECO, in turn,  made a one-time
     payment of  $6,000,000  to the Company on April 23, 1997,  and has released
     the Company from any obligation to  manufacture  scanner  products  through
     TECO. Neither party admitted to any breach of contract or other wrong-doing
     in connection with the settlement of this lawsuit.

(3)  Loan Payable to Related Party

          The Company has a Convertible  Revolving Credit  Promissory Note ("the
     Convertible  Note") and Revolving  Loan and Security  Agreement  (the "Loan
     Agreement")  with Mr. Robert Howard,  Chairman of the Company,  under which
     Mr.  Howard has  agreed to  advance  funds,  or to  provide  guarantees  of
     advances  made  by  third  parties  in an  amount  up to  $8,000,000.  Such
     outstanding  advances are collateralized by substantially all of the assets
     of the  Company  and bear  interest  at prime  interest  rate plus 2%.  The
     Convertible Note entitles Mr. Howard to convert  outstanding  advances into
     shares of the Company's  common stock at any time based on the  outstanding
     closing market price of the Company's common stock at the time each advance
     is made.

          As of September  30, 1998,  the Company had  $8,000,000  available for
     future borrowings under the Loan Agreement.


                                       7



                                  HOWTEK, INC.

                          Notes to Financial Statements

                               September 30, 1998


(3)  Loan Payable to Related Party (continued)

          During  the first  five  months of 1998,  the  Company  borrowed,  (i)
     $400,000 from Mr. Robert Howard, the Company's Chairman,  and (ii) $300,000
     from Dr. Lawrence Howard, the son of Mr. Robert Howard, pursuant to Secured
     Demand  Notes and Security  Agreements  (the  "Notes").  Principal on these
     Notes were due and payable in full,  together with interest accrued and any
     penalties provided for, on demand. Under the terms of the Notes the Company
     agreed to pay  interest at the lower rate of (a) 12% per annum,  compounded
     monthly or (b) the maximum rate permitted by applicable law.

          In May 1998,  the Company  consummated  an agreement  with Mr.  Robert
     Howard and Dr.  Lawrence  Howard to convert the Notes into an  aggregate of
     700,000 shares of restricted common stock, par value $.01 per share, of the
     Company (the "Common Stock"). The conversions of the Notes were made on the
     same per share price as the Company's $1,000,000 private offering of Common
     Stock to an  unaffiliated  individual,  which was also  consummated  in May
     1998.

          During the third quarter of 1998, the Company  borrowed,  (i) $200,000
     from Mr.  Robert  Howard,  and (ii)  $100,000  from  Dr.  Lawrence  Howard,
     pursuant to Secured Demand Notes and Security Agreements (the "New Notes").
     Principal  on these New Notes are due and  payable in full,  together  with
     interest accrued and any penalties provided for, on demand. Under the terms
     of the New Notes the  Company  agreed to pay  interest at the lower rate of
     (a) 12% per annum,  compounded monthly or (b) the maximum rate permitted by
     applicable  law. The New Notes  currently bear interest at 12%.  Payment of
     the New Notes is secured by a security  interest  in certain  assets of the
     Company.

4)   Unusual Charges

          An unusual  charge of $2,996,971 was recorded in the second quarter of
     1997  consisting of the following:  (i) an inventory  reserve of $1,750,000
     resulting  from  management's  decision  in the  second  quarter of 1997 to
     discontinue support of certain products which had reached end of life; (ii)
     a bad debt reserve of $750,000 prompted by the bankruptcy filing of a major
     European  distributor in the second  quarter of 1997;  (iii) a write-off of
     test equipment for non-current  products of $224,610;  and (iv) a write-off
     of software development for non-current products in the amount of $272,361.


                                       8



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

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995:

Certain  information  included in this Item 2. and  elsewhere  in this Form 10-Q
that are not historical facts contain forward looking  statements that involve a
number of known and unknown  risks,  uncertainties  and other factors that could
cause the actual  results,  performance  or  achievements  of the  Company to be
materially  different  from  any  future  results,  performance  or  achievement
expressed  or  implied  by such  forward  looking  statements.  These  risks and
uncertainties  include,  but are not limited  to,  uncertainty  of future  sales
levels, protection of patents and other proprietary rights, the impact of supply
and   manufacturing   constraints  or   difficulties,   possible   technological
obsolescence of products,  competition and other risks detailed in the Company's
Securities  and Exchange  Commission  filings.  The words  "believe",  "expect",
"anticipate"  and  "seek"  and  similar  expressions  identify   forward-looking
statements.  Readers  are  cautioned  not  to  place  undue  reliance  on  these
forward-looking  statements,  which speak only as of the date the  statement was
made.

Results of Operations

Recent Developments

     In January 1998 the Company  commenced a  reorganization  of its management
and business.  The Company  developed a three-point plan to improve business and
financial  performance.  The  Company's  three  point  plan  is  to  (1)  reduce
breakeven;  (2) accelerate  the sale of the Company's new MultiRad  medical film
scanners; and (3) enhance graphic arts scanner products.  Through May 1998, $1.7
million in additional  equity was obtained by the Company to support its revised
operating plan.

     Since January 1998 the Company has significantly  reduced its overhead.  In
the second  quarter of 1998 the Company  showed an increase in its medical  film
digitizer  business.  During  the third  quarter of 1998 the  Company's  medical
product  sales were  $336,000,  compared to $155,000 in the same period in 1997.
For the nine months ended  September  30, 1998,  medical  sales were $687,000 in
1998,  compared  to  $384,000  in 1997.  The  Company  expects  sales of medical
products to continue to increase during the fourth quarter of 1998.

     At the end of the third  quarter the Company  introduced  three new graphic
arts  scanner  products.  The  Company  believes  that these new  products  will
contribute to sales beginning in the fourth quarter of 1998.

     Prior to the  introduction  of certain new products in September  1998, the
Company's primary graphic arts scanner products utilized  photo-multiplier  tube
(`PMT"),  or "drum  scanner"  technology  to capture and digitize an image.  The
technology  is  characterized  by a high degree of accuracy  and fidelity in the
acquisition and reproduction of complex images,  and is used  extensively  where
high quality  printing  (magazine  and catalog  work,  for example) is required.
Historically,  the Company competed in the market for drum scanners on the basis
of compact design, comparatively low price, and value.



                                       9



     Over the last several  quarters,  however,  competitive  scanning  products
which  use a charge  coupled  device  ("CCD"),  or  "flatbed"  technology,  have
increased  significantly  in image and scanning  quality.  These  devices may be
easier to use than drum  scanners  and in some  cases less  expensive,  and have
captured a  significant  portion of the market  formerly held by the Company and
other drum scanner  manufacturers.  The Company's sales of drum scanner products
declined  significantly  as it competed for business with newer,  less expensive
flatbed scanner products which were more suited to many customers' needs.

     The  Company has now updated and  repositioned  its drum  scanner  line and
acquired  flatbed  scanners  for  distribution  under the Company  brand.  These
products are sold with the Company's  proprietary  scanning and color management
software.

     In  September  1998 the  Company  introduced  the  HiResolve(TM)  8000 drum
scanner,  the Company's first new drum scanner product in two years, and two new
flatbed,  or CCD scanner  models to meet specific  production  and  photographic
applications, the HiDemand(TM) 200 and HiDemand(TM) 400.

     The  HiResolve  8000 is a compact  desktop drum scanner that offers  `true'
8000 dpi (dots per inch)  optical  resolution  which is sold with the  Company's
powerful color management and color separation software,  Trident 3.0. HiResolve
scanners  permit full  resolution  scans  across the entire  imaging  area.  The
Company  believes that the shipment of this new  generation  of high  resolution
desktop  scanners  will allow it to focus on the special  requirements  of large
format color printing,  as well as addressing  today's  requirement of five, six
and eight-color printing technologies.

     The HiDemand 200 CCD scanner is  engineered to provide  optimum  results in
high volume  environments.  The Company's new HiDemand 200 model is particularly
suited for scanning a high volume of 35mm to 4"x5" films,  at  resolutions up to
5600 dpi.  Using an  innovative  vertical  optics  design and an  advanced  8000
element CCD array, the HiDemand 200 is a compact and  comparatively  inexpensive
professional  film  scanning  solution,  which  also  has  the  ability  to scan
reflective  art to letter size, at lower  resolutions.  The Company  markets the
HiDemand  200 on an OEM  basis,  under  agreement  with the  product's  original
manufacturer in Denmark.

     The HiDemand 400 model is a premium,  yet  comparatively  affordable  large
format flatbed scanner that employs a patented  "mirror-free"  five-lens optical
system to provide maximum  resolution  across a range of original sizes. The new
HiDemand  400 is a rugged,  floor-standing  unit,  designed to process up to 200
scans per shift.  The  HiDemand  400  includes  three  powerful  digital  signal
processors  and an internal 2 gigabyte  hard disk,  to speed  image  capture and
communication  to  the  host  computer.  The  Company  acquired  the  rights  to
manufacture and market this product, on an exclusive basis, from a subsidiary of
Microtek, Inc. a large Taiwanese scanner manufacturer.


                                       10


     Contributing to the introduction of new scanners,  the Company released, in
June 1998, a new software  system for control of scanners,  automation  of color
management  and color  correction  tasks  required  to use  scans in  electronic
publishing  and four-color  separation to prepare images for press.  The Company
believes that its new scanner software offers a significant  additional  benefit
over  competitive  products,  in  that it is  currently  the  only  professional
scanning  software  product  which  operates  in the  Windows NT, as well as the
Macintosh, computer environment.

     The Company  believes that these new products  provide it with a foundation
for improved performance in the fourth quarter of 1998 and subsequent quarters.

Three and Nine Months Ended September 30, 1998 compared to Three and Nine Months
Ended September 30, 1997

     Sales for the three  months ended  September  30, 1998 were  $1,231,519,  a
decrease of $1,140,096 or 48% from the comparable  period in 1997. Sales for the
nine months ended September 30, 1998 were $3,357,401 a decrease of $2,459,621 or
42% from the comparable  period in 1997. The Company  attributes the decrease in
sales primarily to increased competition for drum scanners from high-end flatbed
scanners, the maturing of its Scanmaster 2500 product and the economic crisis in
Asia.

     Gross  margin as a  percentage  of sales,  for the three month period ended
September 30, 1998  increased to 25% from 13% in the second  quarter of 1998 and
8% in the first quarter of 1998.  The  improvement  in gross margin is primarily
due to increased sales and better management of indirect production costs.

     Engineering and product  development costs for the three month period ended
September  30,  1998  decreased  17% from  $361,298 in 1997 to $299,442 in 1998.
Engineering  and  product  development  costs for the nine  month  period  ended
September  30, 1998  decreased  23% from  $1,055,016  in 1997 to  $808,807.  The
overall decrease in engineering and product  development costs results primarily
from planned reductions in manpower and anticipated depreciation expense.

     General  and  administrative  expenses  in the  three  month  period  ended
September  30,  1998  decreased  15% from  $372,158 in 1997 to $316,279 in 1998.
General and administrative expenses in the nine month period ended September 30,
1998  decreased 23% from  $1,310,019 in 1997 to $1,005,897 in 1998. The decrease
in general and  administrative  expenses results primarily from the reduction in
personnel,  salaries,  and legal  fees in  connection  with a lawsuit  against a
former contract manufacturer.

     Marketing and sales expenses in the three month period ended  September 30,
1998  increased  10% from  $410,752 in 1997 to $450,496 in 1998.  Marketing  and
sales  expenses in the nine month  period  ended  September  30, 1998  increased
slightly from  $1,228,875 to  $1,251,652.  The increase  results  primarily from
increases in  commissions  and costs  related to a more  aggressive  advertising
program.



                                       11



     Net interest  expense for the three and nine month periods ended  September
30,  1998 was  $47,169  and  $151,178,  respectively,  compared  to $46,642  and
$214,988,  respectively, for the comparable period in 1997. The decrease for the
nine month period  resulted from the repayment of the notes  payable,  including
interest,  of $4,265,784 on April 25, 1997 to Mr. Robert Howard and Dr. Lawrence
Howard.

     In comparing the Company's  performance for the nine months ended September
30, 1998 to the nine  months  ended  September  30,  1997,  a  $6,000,000  legal
settlement  granted to the Company in April,  1997,  coupled with  $2,996,971 in
unusual  charges  taken  during the second  quarter  of 1997,  makes  comparison
difficult.  After giving  effect to  extraordinary  income and unusual  charges,
Howtek earned  $516,806,  or $0.06 per share for the nine months ended September
30,  1997,  on sales of  $5,817,022.  For the same  period in 1998,  the Company
recorded a loss of $2,683,655 on sales of $3,357,401.

Liquidity and Capital Resources

     At  September  30,  1998 the  Company  had  working  capital of  $3,251,544
compared to working  capital of  $3,792,324  at December 31, 1997.  The ratio of
current assets to current liabilities was 3.2:1 at September 30, 1998.

     Accounts  receivable  decreased by $346,969 during the first nine months of
1998. This decrease is due primarily to the effect of aggressive collections and
reduced sales in the first nine months of 1998.

     During the first five months of 1998,  the Company  borrowed,  (i) $400,000
from Mr.  Robert  Howard,  the  Company's  Chairman,  and (ii) $300,000 from Dr.
Lawrence Howard, the son of Mr. Robert Howard,  pursuant to Secured Demand Notes
and Security  Agreements  (The  "Notes").  Principal on these Notes were due and
payable in full,  together with interest accrued and any penalties provided for,
on demand.  Under the terms of the Notes the Company  agreed to pay  interest at
the lower rate of (a) 12% per annum,  compounded monthly or (b) the maximum rate
permitted by applicable  law. In May 1998, the Company  consummated an agreement
with Mr. Robert Howard and Dr.  Lawrence Howard to convert the Notes into shares
of  restricted  common  stock,  par value $.01 per share,  of the  Company  (the
"Common Stock").

     In May 1998, the Company consummated a private offering of 1,000,000 shares
of  Common  Stock,  to  an  unaffiliated  individual,   for  gross  proceeds  of
$1,000,000.

     During the third quarter of 1998, the Company  borrowed,  (i) $200,000 from
Mr.  Robert  Howard and (ii)  $100,000  from Dr.  Lawrence  Howard,  pursuant to
Secured  Demand Notes and Security  Agreements  (The "New Notes").  Principal on
these New Notes are due and payable in full,  together with interest accrued and
any  penalties  provided  for,  on demand.  Under the terms of the New Notes the
Company  agreed  to pay  interest  at the  lower  rate  of (a)  12%  per  annum,
compounded  monthly or (b) the maximum rate permitted by applicable law. The New
Notes  currently bear interest at 12%.  Payment of the New Notes is secured by a
security interest in certain assets of the Company.



                                       12



     The Company believes it can adequately fund its working capital and capital
equipment  requirements  based upon its anticipated  level of sales for 1998 and
the line of  credit  available  under  the  Revolving  Loan  Agreement  with its
Chairman, of which $8,000,000 was available as of September 30, 1998.

Impact of the Year 2000

     Many  currently  installed  computer  systems and  software  programs  were
designed to use only a two-digit date field. These date code fields will need to
accept four digit  entries to  distinguish  21st century dates from 20th century
dates. Until the date fields are updated, the systems and programs could fail or
give erroneous results when referencing dates following  December 31, 1999. Such
failure or errors could occur prior to the actual change in century. The Company
relies on  computer  applications  to manage  and  monitor  its  accounting  and
administrative  functions.  Failure  of  the  Company's  software  could  have a
material, adverse impact on the its business, financial condition and results of
operations  and on its  ability to achieve  sufficient  cash flow to service its
indebtedness.  The Company is currently assessing alternative  manufacturing and
financial  control  systems.  The Company has not yet  determined  the  exposure
related to non-compliance by its suppliers.  The Company's products are not date
aware and do not  present a year 2000  problem to its  customers.  Although  the
Company does not expect any  significant  costs or disruption in operations from
its  customers'  or  suppliers'  inability to achieve year 2000  compliance,  it
cannot predict the effect such noncompliance will have on the Company's business
operations.


                                       13



PART II OTHER INFORMATION

Item 5. Other Information

     Effective  February 23, 1998,  the Nasdaq Stock Market  adopted New Listing
and Continued  Listing  requirements for companies listed on the Nasdaq National
Market and Nasdaq SmallCap  Market.  As a result of these new  requirements  the
Company applied for  modification in its Nasdaq listing,  to the Nasdaq SmallCap
Market. On July 16, 1998 the Company transferred from the Nasdaq National Market
System to the Nasdaq SmallCap Market.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

     10.1 Secured Demand Note and Security Agreement between the Company and Mr.
Robert Howard dated August 28, 1998

     10.2  Secured  Demand Note and Security  Agreement  between the Company and
Lawrence A. Howard dated September 8, 1998.

     10.3 Secured Demand Note and Security Agreement between the Company and Mr.
Robert Howard dated September 14, 1998.


     27 Financial Data Schedule

     (b) No  reports on Form 8-K were filed  during the  quarter  for which this
report is filed.


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                                   Signatures

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned thereunto duly authorized.


                                                         Howtek, Inc.
                                             -----------------------------------
                                                          (Company)


Date: November 13, 1998                  By: /s/ W. Scott Parr
      -------------------------              -----------------------------------
                                             W. Scott Parr
                                             President, Chief Executive Officer,
                                             Director


Date: November 13, 1998                  By: /s/ Robert J. Lungo
      -------------------------              -----------------------------------
                                             Robert J. Lungo
                                             Vice President Finance,
                                             Chief Financial Officer


                                       15