UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

Commission  File  Number  1-13012

Check  One)

[   ]  Form  10-K     [  ]  Form  20-F     [  ]  Form  11-K

[X]  Form  10-Q     [  ]  Form  N-SAR     [  ]  Form  N-CSR

For  period  ended     June  30,  2004

[  ]     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 segment reporting in
order  to  comply  with GAAP, and, as a result, the Registrant is unable to file
its  Form  10-QSB  on  the  prescribed  due  date without unreasonable effort or
expense.



                                     PART IV

                                OTHER INFORMATION

(1)     Name  and  telephone  number  of  person  to  contact  in regard to this
notification.

     S.  Steven  Carl     (757)  393-0002
     (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     [  ]  No

(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?

                             [  ]  Yes     [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     August  12,  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.