SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): January 14, 2002


                         H.E.R.C. PRODUCTS INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)


         DELAWARE                            1-13012                 86-0570800
(State or Other Jurisdiction              (Commission              (IRS Employer
    of Incorporation)                      File Number)                ID No.)


                 2215 W. Melinda Lane #A, Phoenix, Arizona 85027
               (Address of Principal Executive Office) (Zip Code)


       Registrant's telephone number, including area code: (623) 492-0336

                         H.E.R.C. PRODUCTS INCORPORATED

                                    FORM 8-K

                                 CURRENT REPORT


ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a)  On January 14, 2002, H.E.R.C. Products Incorporated (the "Company") engaged
     the  accounting  firm of  McGladrey  & Pullen,  LLP as its new  independent
     public  accountants  and  dismissed  Arthur  Andersen  LLP. The decision to
     change the Company's  accounting  firm was  recommended and approved by the
     Company's  Audit  Committee of the Board of  Directors  and approved by the
     Company's Board of Directors.

(b)  During the two most recent  fiscal  years ended  December 31, 2000 and 1999
     and the subsequent  interim  reporting  periods from the last audit date of
     December 31, 2000,  through and including the  termination  date of January
     14,  2002,  there were no  disagreements  between  the  Company  and Arthur
     Andersen LLP on any matter of accounting principles or practices, financial
     statement  disclosure,  accounting  scope or procedure,  or any  reportable
     events.

(c)  The  report of  Arthur  Andersen  LLP on the  financial  statements  of the
     Company  for the past two fiscal  years ended  December  31, 2000 and 1999,
     contained no adverse opinion or disclaimer of opinion and was not qualified
     or modified as to uncertainty, audit scope, or accounting principles.

(d)  The Company has not consulted with McGladrey & Pullen,  LLP during the last
     two fiscal years ended  December 31, 2000 and 1999 or during the subsequent
     interim  reporting  periods  from the last audit date of December 31, 2000,
     through and including the  termination  date of January 14, 2002, on either
     the  application  of accounting  principles or type of opinion  McGladrey &
     Pullen LLP might issue on the Company's financial statements.

(e)  The Company has requested Arthur Andersen LLP to furnish a letter addressed
     to the Securities and Exchange  Commission  stating whether Arthur Andersen
     LLP agrees with the above  statements  made by the Company.  A copy of this
     letter addressed to the SEC, dated January 14, 2002, is filed as Exhibit 16
     to this Form 8-K.

ITEM 7. EXHIBITS

     16.  Letter of Arthur  Andersen  LLP  regarding  the  change in  certifying
          accountant.

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                                   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 hereunto duly authorized.

Date: January 14, 2002               H.E.R.C. Products Incorporated


                                     By: /s/ Michael H. Harader
                                         ---------------------------------------
                                         Michael H. Harader
                                         Vice President, Chief Financial Officer
                                         and Treasurer

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