UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING
Commission File Number 1-13012
(Check One)
X Form 10-K
For period ended 	December 31, 2003
Transition Report on Form 10-K and Form 10-KSB
Transition Report on Form 20-F
Transition Report on Form 11-K
Transition Report on Form 10-Q and Form 10-QSB
Transition Report on Form N-SAR
For the transition period ended
Read Attached Instruction Sheet Before Preparing Form.  Please Print or Type.
    Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
    If the notification relates to a portion of the filing checked
above, identify the item(s) to which the notification relates:

PART I
REGISTRANT INFORMATION
Full name of registrant: 	H.E.R.C. PRODUCTS INCORPORATED
Former name if applicable:
Address of principal executive office (Street and number):
1420 Columbus Avenue
City, state and zip code: 	Portsmouth, Virginia  23704
PART II
RULE 12b-25(b) AND (c)
        If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate.)

[X]
(a)	The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X]
(b)	The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date; and

(c)	The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.

PART III
NARRATIVE
        State below in reasonable detail why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
        The Registrant requires additional time to complete the audit
of its 2003 financial statements and, as a result, the Registrant is
unable to file its Form 10-KSB on the prescribed due date without
unreasonable effort or expenses.
PART IV
OTHER INFORMATION
(1)	Name and telephone number of person to contact in regard
to this notification.
S. Steven Carl	(757) 3930002
Name, Area Code, Telephone Number
(2)	Have all other periodic reports required under Section 13 or
15(d) or the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify report(s).
[X] Yes
(3)	Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
[X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
	H.E.R.C. PRODUCTS INCORPORATED
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.

Date 	March 30, 2004		By:  /s/S. Steven Carl
Chairman of the Board, Chief Executive Officer, and President
        Instruction. The form may be signed by an executive
officer of the registrant or by any other duly authorized
representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence
of the representative's authority to sign on behalf of the
registrant shall be filed with the form.



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