UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the fiscal year ended December 31, 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 0-5128

                              SCOTT'S LIQUID GOLD-INC.
             (Exact name of Registrant as specified in its charter)

              Colorado                                84-0920811
         (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)           Identification No.)

          4880 Havana Street, Denver, CO                 80239
     (Address of principal executive offices)         (Zip Code)

Registrant's telephone number:  (303)  373-4860

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class           Name of each exchange on which registered

     $0.10 Par Value Common Stock       New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

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
requirements for the past 90 days.

                         Yes       X                 No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (? 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of Registrant's knowledge, in definitive proxy or
information  statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  [   ]

The aggregate market value of the Registrant's voting stock held as of March 10,
1999 by non-affiliates of the Registrant was $7,750,853.  This calculation
assumes that certain parties may be affiliates of the Registrant and that,
therefore, 5,636,984 shares of voting stock are held by non-affiliates.

As of March 10, 1999, the Registrant had 10,103,058 shares of its $0.10 par
value common stock outstanding.




                                SIGNATURES

     Pursuant to the requirements of Section 13 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.

     Date:  March 30, 1999.


                              SCOTT'S LIQUID GOLD-INC.
                              a Colorado corporation


                              By:     /s/ Mark E. Goldstein
                                    Mark E. Goldstein, President
                                    Principal Executive Officer


                              By:     /s/ Barry Shepard
                                    Barry Shepard, Treasurer
                                    Principal Financial Officer


                              By:     /s/ Jeffry B. Johnson
                                    Jeffry B. Johnson, Controller


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of the Registrant and in
the capacities and on the dates indicated:


Date           Name and Title           Signature

March 30, 1999      Carolyn J. Anderson,     )
                    Director                 )
                              )
March 30, 1999      Mark E. Goldstein,       )
                    Director                 )
                              )
March 30, 1999      Jerome J. Goldstein,     )     /s/ Barry Shepard
                    Director                 )    Barry Shepard, for himself
                                                  and as Attorney-in-Fact for
                                                  the named directors who
March 30, 1999      Dennis H. Field,         )    together constitute all of the
members of Director
Registrant's Board of
Directors
                                             )
March 30, 1999      James F. Keane,          )
                    Director                 )
                              )
March 30, 1999      Michael J. Sheets,       )
                    Director                 )
                              )
March 30, 1999      Barry Shepard,           )
                    Director                 )



                       [ARTICLE] 5



                             
[PERIOD-TYPE]                   12-MOS
[FISCAL-YEAR-END]                          DEC-31-1998
[PERIOD-END]                               DEC-31-1998
[CASH]                                       5,421,400
[SECURITIES]                                         0
[RECEIVABLES]                                3,795,400
[ALLOWANCES]                                   679,200
[INVENTORY]                                  3,189,700
[CURRENT-ASSETS]                            13,542,200
[PP&E]                                      18,224,300
[DEPRECIATION]                                       0
[TOTAL-ASSETS]                              31,871,600
[CURRENT-LIABILITIES]                        5,602,000
[BONDS]                                     12,000,000
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[COMMON]                                     1,010,300
[OTHER-SE]                                  17,103,700
[TOTAL-LIABILITY-AND-EQUITY]                31,871,600
[SALES]                                     40,632,000
[TOTAL-REVENUES]                            41,253,700
[CGS]                                       13,581,900
[TOTAL-COSTS]                               44,585,200
[OTHER-EXPENSES]                                     0
[LOSS-PROVISION]                                     0
[INTEREST-EXPENSE]                           1,201,000
[INCOME-PRETAX]                           ( 4,532,500)
[INCOME-TAX]                              ( 1,758,400)
[INCOME-CONTINUING]                       ( 2,774,100)
[DISCONTINUED]                                       0
[EXTRAORDINARY]                                      0
[CHANGES]                                            0
[NET-INCOME]                              ( 2,774,100)
[EPS-BASIC]                             (       .27)
[EPS-DILUTED]                             (       .27)