SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-K/A

                        For Annual and Transition Reports
                    Pursuant to Sections 13 or 15(d) of the
                        Securities Exchange Act of 1934


(Mark One)

[X]  Annual report pursuant to Section 13 or 15(d) of the 
     Securities Exchange Act of 1934 (No Fee Required).
     For the fiscal year ended June 30, 1997 or

[ ]  Transition report pursuant to Section 13 or 15(d) of the 
     Securities Exchange Act of 1934 (No Fee Required)
     For the transition period from ___________to __________.

Commission File No. 1-8680


                          HIGH PLAINS CORPORATION
           (Exact name of registrant as specified in its charter)


           Kansas                                   48-0901658    
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                   Identification No.)

             200 W. Douglas, Suite #820,  Wichita, Kansas  67202
             (Address and zip code of principal executive offices)
                             (316) 269-4310
              (Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12 (b) of the Act: 

                                   NONE

Securities Registered Pursuant to Section 12 (g) of the Act: 

                       Common Stock, $0.10 par value
                              (Title of Class)

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 twelve (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 ninety (90) days.

                               YES  X     NO


<PAGE>

Indicate by check mark if disclosure of delinquent filers pursuant 
to Item 405 of Regulation S-K is not contained herein, and will 
not be contained, to the best of the 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 [ ].

As of June 30, 1997, there were 15,985,444 outstanding common 
shares of the Registrant.  As of June 30, 1997, the aggregate 
market value of voting stock of High Plains Corporation held by 
nonaffiliates was approximately $63,514,287.
                  


                   Documents Incorporated by Reference:

Portions of the Registrant's definitive Proxy Statement for the 
1997 Annual Meeting of Stockholders (the "Proxy Statement"), which 
is anticipated to be filed with the Securities and Exchange 
Commission within 120 days after the end of the Registrant's 
fiscal year end, are incorporated by reference in Part III.

Portions of the Registrant's 1997 Annual Report to Stockholders 
for the fiscal year ended June 30, 1997 (the "Annual Report") 
which is anticipated to be filed with the Securities and Exchange 
Commission within 120 days after the end of the Registrant's 
fiscal year end, are incorporated by reference in Parts I, II and IV.


<PAGE>  


PART I

Item 1                               BUSINESS


High Plains Corporation (the "Company") was incorporated under the 
laws of the State of Kansas on February 28, 1980.  The Company's 
principal offices are located at 200 W. Douglas, Suite 820, 
Wichita, Kansas 67202  and its telephone number is (316) 269-4310. 
(Financial information concerning the Company's operations is 
incorporated by reference from Management's Discussion and 
Analysis of Financial Condition and Results of Operations 
(Management's Discussion and Analysis) and the Financial 
Statements and Notes thereto in the Company's Annual Report.)

The Company manufactures and sells ethanol for blending with 
gasoline as a motor fuel.  The Company believes it is currently 
the sixth largest ethanol producer in the United States.  Ethanol 
increases the oxygen level in gasoline and reduces pollutants, 
including carbon monoxide and hydrocarbon particulate emissions.  
Industry sources estimate that 1.1 billion gallons of ethanol were 
used to oxygenate United States fuel supplies in 1996.  In 
addition, the Company sells distiller's grain (DDG), the primary 
by-product of ethanol production.  Selling prices of DDG generally 
vary with sorghum and corn prices.  The primary markets for the 
Company's DDG continues to be manufacturers of animal and pet 
foods, and direct consumers such as feedlots and dairies.

The Company operated two ethanol production facilities, one 
located in Colwich, Kansas and the other in York, Nebraska.  The 
Company's ethanol production capacity at the Colwich plant is approximately
20 million gallons per year and production capacity at the York 
facility is approximately 40 million gallons per year.  Actual 
ethanol production in fiscal 1996 and 1997, was below capacity due 
to the temporary shutdown of the plants in May 1996 through 
September 1996 for the Colwich plant and May 1996 through October 
1996 for the York facility.  (For information regarding the 
temporary shutdown of the Company's plants see "Temporary Shutdown 
of Plant Operations" discussion in Management's Discussion and 
Analysis in the Company's Annual Report which is incorporated 
herein by reference.) 

During fiscal 1997 and in prior years, the Company has typically 
maintained sufficient on-site grain storage for three to five days 
of continuous production. During fiscal 1997, the Company entered 
into an exclusive grain supply agreement with Centennial Trading, 
LLC for the procurement of all its grain requirements. The Company 
believes this agreement eliminates the need to buy and store grain 
offsite.  (Also see the discussion of raw materials in 
Management's Discussion and Analysis in the Company's Annual 
Report, which is incorporated by reference herein.)  

<PAGE>

The Company's production process depends upon a substantial 
uninterrupted supply of natural gas.  The Company has contracted 
with one natural gas provider to supply both its Colwich and York 
plants and the Company believes these supplies will be sufficient 
for its production needs.  If this source of natural gas supply is 
interrupted, the Company believes alternative supplies could be 
contracted with little or no interruption to the Company's normal 
operations due to the competitive nature of the natural gas 
market.  Other materials used in the production of ethanol are 
readily available from numerous suppliers.
    
In addition, the Company is dependent on rail transportation to 
ship its ethanol and DDG to its customers.  Any interruption of 
rail transportation due to a rail strike or any other circumstance 
would have a significant detrimental effect on the Company's 
operations.  During the latter part of fiscal 1997 the Company 
experienced a slow down in railcar movement as a result of a 
merger between two major railroad companies.  This slow down has 
created some minor delays in deliveries of product.  However, 
these delays are believed to be temporary and symptomatic of the 
railway system for all shippers, at this time.

Historically, the maximum finished ethanol inventory which the 
Company has attempted to keep in stock has equaled approximately 
four to five days of production.  Also, typical payment terms in 
the industry are "Net 10 days from delivery".  These low 
inventories of finished goods and quick payment terms from 
customers generally help to minimize the working capital needs of 
the Company.  At June 30, 1997, the Company's ethanol inventory 
levels met or exceeded its normal inventory maximum levels, due to 
accumulation of inventory resulting from a slowdown in railcar 
deliveries. 

The market price of ethanol is not related to grain prices, but 
has historically been determined by gasoline, octane enhancers and 
oxygenates prices plus federal tax incentives.  Therefore, High 
Plains is generally not able to compensate for increases in the 
cost of grain feedstock through upward adjustments in prices 
charged for its ethanol. (For information regarding the 
seasonality of the Company's business see "Seasonality" discussion 
in Management's Discussion and Analysis in the Company's Annual 
Report which is incorporated herein by reference.)   
  
For the fiscal year ended June 30, 1997, the Company's sales to 
three customers represented in the aggregate approximately 43.8% 
of the Company's total product sales and revenues.  The Company's 
DDG production is brokered under an exclusive agreement with 
ConAgra, Inc.  This exclusive agreement automatically renews for 
successive one-year terms unless written notice of termination is 
issued 90 days prior to the end of a term.
  
The Company is in direct competition with other ethanol producers, 
many of which have greater resources than the Company.  The 
largest ethanol producers include Archer Daniels Midland, Cargill, 
Minnesota Corn Processors and New Energy Co. of Indiana which are 


<PAGE>


capable of producing approximately 700 million, 100 million, 115
million and 75 million gallons of ethanol per year, respectively. 
In addition, there are several other competitors of a similar 
size and with similar resources to the Company.  Recent estimates 
place total domestic ethanol production capacity at 1.5 billion 
gallons per year.  Additionally, industrial grade ethanol 
production has increased in recent years.  This is a result of 
Archer Daniels Midland, other producers, and the Company diverting 
a portion of existing production capacity from fuel grade 
production to industrial grade products.  The Company is unable to 
predict what effect these changes in production will have on the 
demand and price of fuel grade or industrial grade ethanol.  (Also 
see the discussion of ethanol production in Management's 
Discussion and Analysis in the Company's Annual Report, which is 
incorporated herein by reference.)

The Company competes with the other ethanol producers on the basis 
of price and, to a lesser extent, delivery and service.  High 
Plains believes that it is able to compete favorably with other 
ethanol producers due to its proximity to ample grain supplies and 
due to the efficiencies of its plants.  The Company also believes 
that its locations offer an advantage over other ethanol producers 
in that the Company has ready access by rail to growing ethanol 
markets, which reduces its cost of sales.

The Company is also in competition with producers of MTBE, a 
petrochemical derived from methanol which costs less to produce 
than ethanol.  Many major oil companies produce MTBE, and because 
it is petroleum based, its use is strongly supported by such oil 
companies.  These companies have significant resources to market 
MTBE and to influence legislation and public perception of MTBE.  
These companies also have sufficient resources to begin production 
of ethanol should they choose to do so.

The Company is subject to extensive environmental regulation at 
the federal, state and local levels.  Air quality at the Colwich 
plant is regulated by the Environmental Protection Agency and the 
Division of Environment of the Kansas Department of Health and 
Environment (the "KDHE").  The KDHE regulates emission of volatile 
organic compounds into the air.  Volatile organic compound 
emissions are tested on a monthly basis at the Colwich plant, and 
the Company must submit semi-annual reports to the KDHE regarding 
these emissions tests.  The Company is required to obtain an air 
operating permit from the KDHE and must obtain KDHE approval to 
make plant alterations that could change the emission levels.  The 
KDHE also regulates the water usage, waste water discharge and 
hazardous waste at the Colwich plant under Kansas water pollution 
control and hazardous waste laws.  Water usage and waste water 
effluent quality are tested daily.  Monthly reports regarding 
water usage and quality are filed with the KDHE.  The Company is 
also required to submit periodic reports pursuant to the Kansas 
and Federal Emergency Planning Community Right-to-Know Act.  At 
the local level, the Company files semi-annual reports with the 
Sedgwick County Community Health Department regarding air quality 
at the Colwich plant.


<PAGE>


The York facility is subject to similar environmental regulations 
at the federal, state and local level.  Air quality at the York 
plant is regulated by the Environmental Protection Agency and the 
Nebraska Department of Environmental Quality (the "NDEQ").  The 
Company submits various reports throughout the year concerning 
emissions of volatile compounds.  The Company was required to 
obtain an air operating permit from the NDEQ and must obtain 
approval to make any plant alterations that could change the 
emission levels.  The NDEQ also regulates waste water discharge at 
the York Plant.  Waste water effluent quality is tested daily, and 
monthly reports are filed with NDEQ.  The York facility is also 
required to submit periodic reports pursuant to the Nebraska and 
Federal Emergency Planning Community Right-to-Know Act.  The 
Company has air quality permits, water discharge permits, and all 
other environmental permits required for operations at the York 
location.

At June 30, 1997, the Company employed 104 persons.  These 
included 42 employees at the Colwich, Kansas plant, 55 employees 
at the York, Nebraska plant, and 7 employees in the Wichita, 
Kansas corporate office.  The total number of employees is 
significantly higher compared to the prior year due to employees 
furloughed during the temporary shutdown of both of the Company's 
production facilities in May, 1996.  (For information regarding 
the temporary shutdown of the Company's plants see "Temporary 
Shutdown of Plant Operations" discussion in Management's 
Discussion and Analysis in the Company's Annual Report which is 
incorporated by reference herein.) 
  


Item 2                         PROPERTIES

The Company's principal executive offices at 200 W. Douglas, Suite 
820, Wichita, Kansas are leased and cover approximately 2,800 
square feet.

The Company presently owns the approximately 70 acres of land and 
the improvements thereon which comprise its Colwich, Kansas plant.

The Company also owns approximately 142 acres of land and the 
improvements thereon which comprise its York, Nebraska facility.  
The Company's primary lender holds a mortgage on approximately 59 
acres of land where the York facility is situated and on the 
ethanol production plant itself, as security for a loan to the 
Company.


Item 3                         LEGAL PROCEEDINGS

Commodity Specialist Company, (CSC) is a distributor of 
agricultural products which, from 1988 until April 1994, marketed 
and sold DDG produced by the Company.  A dispute developed between 
the Company and CSC after the termination of the contract under 
which CSC sold the Company's DDG.  In early September 1995, the 


<PAGE>


Company filed suit in the U.S. District Court for the District of
Kansas, against CSC in an attempt to collect approximately 
$110,000 which the Company believes it is owed by CSC for DDG sold 
but not paid for by CSC.  Subsequently, CSC filed a suit in the 
U.S. District Court for the District of Minnesota, Fourth 
Division, against the Company claiming damages in excess of $1.2 
million for lost profits, costs and expenses allegedly resulting 
from the termination of the contract and from the Company's 
alleged delivery of contaminated DDG to CSC for re-sale.  The two 
cases have now been consolidated for trial in the Minnesota Court. 
No reserves have been made for fiscal years 1995, 1996, or 1997 
for any amounts which may be payable to CSC; although for 
accounting purposes, a receivable of approximately $100,000 due 
from CSC to the Company was written down in fiscal 1994.  The 
Company's product liability insurance carrier has taken the 
position that its policy does not cover the claims made by CSC.  
Currently, the Company is vigorously defending the action filed by 
CSC.  The Company believes that the ultimate resolution of this 
dispute will not have a material adverse effect on the Company's 
financial condition.

On March 22, 1996, the Company filed suit against Summit Resource 
Management, Inc., Commodity Trading Incorporated, and Abbott 
Laboratories, in the United States District Court for the District 
of Kansas, as Civil Action No. 96-1105-FGT.  The suit alleges that 
the defendants are liable to the Company for damages suffered as a 
result of their sale to the Company of contaminated alcohol, which 
was processed into the Company's DDG by-product, and which caused 
damage to certain of the Company's customers who purchased this 
DDG for cattle feed.  All damage claims with the Company's DDG 
customers have now been settled (except for the CSC litigation 
described above).  As a result of this incident, the Company 
recorded expenses totaling $967,848 through fiscal 1995. The 
current suit by the Company against the providers of the 
contaminated alcohol seeks to recover these damages, as well as 
other losses and expenses incurred by the Company in connection 
with this incident.  No affirmative claims have been made against 
the Company by the defendants in this lawsuit.  At June 30, 1997 
the Company had reached a compromise settlement with one of the 
defendants, Abbott Laboratories, who has now been dismissed as a 
defendant in the suit.

The Company is also involved in one other pending lawsuit which 
has arisen in the course of normal business operations, but which 
is not expected to have a material adverse effect on the Company's 
financial condition.


Item 4                     SUBMISSION OF MATTERS TO A VOTE
                           OF SECURITY HOLDERS

No matters were submitted to a vote of the stockholders of the 
Company during the fourth quarter of the fiscal year ended June 
30, 1997.


<PAGE>


PART II

Item 5                     MARKET FOR THE REGISTRANT'S COMMON EQUITY
                           AND RELATED SECURITY HOLDER MATTERS

The Company's Common Stock is traded on the NASDAQ National Market 
System under the symbol HIPC.
  
The number of holders of record of the Company's common stock as 
of September 22, 1997, was approximately 8,683 determined by an 
examination of the Company's transfer book and through broker 
search.

The Company has not declared or paid any cash dividends on its 
Common Stock since its organization in 1980.  

The Company has no current plans to declare or pay any cash 
dividends in the foreseeable future.  The payment and rate of 
future cash dividends on the Company's Common Stock, if any, would 
be subject to review by the Board of Directors in light of the 
Company's financial condition, results of operations, capital 
requirements and other factors deemed relevant at that time.

Additional information  relating to this item, including 
historical market prices for the Company's Common Stock, is hereby 
incorporated by reference from the "Market For Registrant's Common 
Equity" section of the 1997 High Plains Corporation Annual Report 
to Stockholders for the year ended June 30, 1997 which is 
anticipated to be filed with the Securities and Exchange 
Commission within 120 days after the end of the Company's fiscal 
year ended June 30, 1997.



Item 6                     SELECTED FINANCIAL DATA

The information  relating to this item is hereby incorporated by 
reference from the "Five Year Summary of Selected Financial Data" 
in the 1997 High Plains Corporation Annual Report to Stockholders 
for the year ended June 30, 1997 which is anticipated to be filed 
with the Securities and Exchange Commission within 120 days after 
the end of the Company's fiscal year ended June 30, 1997.


Item 7                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information relating to this item is hereby incorporated by 
reference from the "Management's Discussion and Analysis" in the 
1997 High Plains Corporation Annual Report to Stockholders for the 
year ended June 30, 1997 which is anticipated to be filed with the 
Securities and Exchange Commission within 120 days after the end 
of the Company's fiscal year ended June 30, 1997.


<PAGE>


Item 8                     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                              HIGH PLAINS CORPORATION

                                FINANCIAL STATEMENTS

                         YEARS ENDED JUNE 30, 1997 AND 1996

                                        with

                             INDEPENDENT AUDITORS' REPORT


<PAGE>



                                  TABLE OF CONTENTS

                                                              Page


Independent Auditors' Report                                    1


Financial Statements:

  Balance Sheets                                                2

  Statements of Income                                          3

  Statements of Stockholders' Equity                            4

  Statements of Cash Flows                                      5

  Notes to Financial Statements                               6 - 24


<PAGE>



                          INDEPENDENT AUDITORS' REPORT


                          
The Stockholders and Board of Directors
High Plains Corporation


We have audited the accompanying balance sheets of High Plains
Corporation as of June 30, 1997 and 1996, and the related
statements of income, stockholders' equity and cash flows for
each of the three years in the period ended June 30, 1997. 
These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits. 

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion. 

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of High Plains Corporation as of June 30, 1997 and 1996, and the
results of their operations and cash flows for each of the three
years in the period ended June 30, 1997 in conformity with
generally accepted accounting principles. 


                                   
                                  s/ ALLEN, GIBBS & HOULIK, L.C.


August 7, 1997
Wichita, Kansas


<PAGE>
<TABLE>
                           HIGH PLAINS CORPORATION

                                BALANCE SHEETS

                            June 30, 1997 and 1996


<CAPTION>
                                    ASSETS

                                                   1997              1996 
<S>                                           <C>               <C>
CURRENT ASSETS               
  Cash and cash equivalents                    $  2,389,758      $  8,889,246  
  Accounts receivable:           
    Trade (less allowance of $75,000 and
      $100,000 in 1997 and 1996)                  4,102,173         1,266,497  
    Production credits and incentives             1,536,541           573,312  
  Inventories                                     4,246,783         1,680,843  
  Current portion of long-term notes receivable     117,417           106,552  
  Prepaid expenses                                  309,350           545,171  
  Refundable income tax                             145,328           410,259  

          Total current assets                   12,847,350        13,471,880  

PROPERTY, PLANT AND EQUIPMENT, AT COST              
   Land and land improvements                       323,496           142,283  
   Ethanol plants                                85,055,215        77,217,199  
   Other equipment                                  393,683           417,559  
   Office equipment                                 202,135           237,085  
   Leasehold improvements                            48,002            48,002  
                                                 86,022,531        78,062,128  
   Less accumulated depreciation                (20,444,381)      (17,573,003) 

          Net property, plant and equipment      65,578,150        60,489,125

OTHER ASSETS              
   Equipment held for resale                        427,432           451,090  
   Deferred loan costs (less accumulated
     amortization of $10,857 and $164,644
     in 1997 and 1996)                              103,623           312,823
   Long-term notes receivable, less
     current portion                                 41,742           314,159  
   Other                                             76,235            57,018  

          Total other assets                        649,032         1,135,090

                                                $79,074,532       $75,096,095  

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         LIABILITIES AND STOCKHOLDERS' EQUITY               

                                                    1997              1996 
<S>                                            <C>               <C>
CURRENT LIABILITIES               
  Revolving lines-of-credit                     $  6,200,000      $        --  
  Current maturities of long-term debt                    --        4,897,619  
  Current maturities of capital
    lease obligations                                519,384           30,999
  Accounts payable                                 5,114,452          692,135  
  Estimated contract commitments                          --          629,093  
  Accrued interest                                   298,551          156,294  
  Accrued payroll and property taxes                 644,846          492,590  

          Total current liabilities               12,777,233        6,898,730
               
Revolving line-of-credit                           7,700,000        2,000,000  
Long-term debt, less current maturities                   --       12,447,619  
Capital lease obligations, less current
  maturities                                       2,500,014           12,655
Other                                                441,109          155,748  

                                                  10,641,123       14,616,022  


STOCKHOLDERS' EQUITY               

  Common stock, $.10 par value, authorized
    50,000,000 shares; issued 16,396,622
    shares and 16,247,289 shares at
    June 30, 1997 and 1996, respectively, of
    which 411,178 and 391,178 shares were
    held as treasury stock at June 30, 1997
    and 1996, respectively                         1,639,662        1,624,729  
  Additional paid-in capital                      37,348,072       36,752,644  
  Retained earnings                               17,763,627       16,030,337  

                                                  56,751,361       54,407,710  
  Less:              
    Treasury stock - at cost                        (863,911)        (737,660) 
    Deferred compensation                           (231,274)         (88,707) 

          Total stockholders' equity              55,656,176       53,581,343  

                                                 $79,074,532      $75,096,095  


<FN>
                          The accompanying notes are an integral
                            part of these financial statements.

</TABLE>
<PAGE>
<TABLE>
                           HIGH PLAINS CORPORATION

                             STATEMENTS OF INCOME

                   Years Ended June 30, 1997, 1996 and 1995

<CAPTION>
                                     1997             1996            1995 
<S>                             <C>              <C>             <C>
Product sales and revenues       $63,121,510      $73,920,096     $52,769,014  
Revenues from forward contracts           --       14,005,313              --  
        Net sales and revenues    63,121,510       87,925,409      52,769,014  

Cost of products sold             59,414,514       69,414,221      43,698,552  
(Recovery) expense from forward
  contracts                         (610,069)       2,524,235              --  
        Total costs and expenses  58,804,445       71,938,456      43,698,552  

        Gross profit               4,317,065       15,986,953       9,070,462  

Selling, general and
  administrative expenses          1,653,681        2,022,095       1,519,615  
        Operating income           2,663,384       13,964,858       7,550,847  

Other income (expense):
  Interest and other income          276,345          175,296         151,511  
  Interest expense                (1,354,983)      (2,220,427)     (1,268,354) 
  Gain (loss) on sale of equipment   129,649          256,606        (112,024) 
  Non-recurring expenses                  --               --        (108,196) 
                                    (948,989)      (1,788,525)     (1,337,063) 

        Net earnings before
          income taxes             1,714,395       12,176,333       6,213,784  

Income tax benefit (expense)          18,895         (355,256)       (141,377) 

        Net earnings            $  1,733,290      $11,821,077    $  6,072,407

Earnings per common and dilutive
  common equivalent share       $        .11      $       .74    $        .39  


<FN>
                      The accompanying notes are an integral
                        part of these financial statements.

</TABLE>
<PAGE>
<TABLE>
                               HIGH PLAINS CORPORATION

                         STATEMENTS OF STOCKHOLDERS' EQUITY

                      Years Ended June 30, 1997, 1996 and 1995

<CAPTION>
                              Preferred Stock        Common Stock                    Retained
                             Number                Number               Additional   Earnings
                               of                    of                  Paid-In   (Accumulated  Treasury    Deferred
                             Shares     Amount     Shares    Amount      Capital     Deficit)      Stock    Compensation  Total
<S>                          <C>     <C>        <C>        <C>        <C>         <C>           <C>         <C>        <C>
Balance, June 30, 1994        25,000  $ 150,000  11,031,988 $1,103,199 $33,266,850 $ (1,863,147) $(244,377)  $      --  $32,412,525
Exchange of preferred stock
  for common stock           (25,000)  (150,000)     36,918      3,692     146,308                                               --
Exercise of stock options                           615,479     61,548   1,704,258                                        1,765,806
Four for three stock split                        3,786,562    378,656    (378,656)                                              --
Net earnings for year                                                                 6,072,407                           6,072,407

Balance, June 30, 1995            --         --  15,470,947  1,547,095  34,738,760    4,209,260   (244,377)         --   40,250,738
Exercise of stock options                           776,342     77,634   1,897,884                                        1,975,518
Purchase of common stock                                                                          (493,283)                (493,283)
Employee stock purchase                                                                                       (141,937)    (141,937)
Amortization of deferred
  compensation                                                                                                  53,230       53,230
Income tax benefit from the
  exercise of stock options                                                116,000                                          116,000
Net earnings for year                                                                11,821,077                          11,821,077

Balance, June 30, 1996            --         --  16,247,289  1,624,729  36,752,644   16,030,337   (737,660)    (88,707)  53,581,343
Exercise of stock options                           149,333     14,933     516,560                                          531,493
Purchase of common stock                                                                          (126,251)                (126,251)
Employee stock purchase                                                                                       (273,750)    (273,750)
Amortization of deferred                                                                                                           
  compensation                                                                                                 131,183      131,183
Compensation expense on
  stock options granted                                                     78,868                                           78,868
Net earnings for year                                                                 1,733,290                           1,733,290

Balance, June 30, 1997            --    $   --  16,396,622  $1,639,662 $37,348,072  $17,763,627  $(863,911)  $(231,274) $55,656,176

<FN>
                                                                      The accompanying notes are an integral
                                                                        part of these financial statements.

</TABLE>
<PAGE>
<TABLE>


                                HIGH PLAINS CORPORATION

                               STATEMENTS OF CASH FLOWS

                        Years Ended June 30, 1997, 1996 and 1995

<CAPTION>
                                           1997        1996          1995 
<S>                                  <C>           <C>          <C>
Cash flows from operating activities:                         
   Net earnings                       $  1,733,290  $11,821,077  $  6,072,407  
   Adjustments to reconcile net
     earnings to  net cash provided
     by operating activities:                         
     Depreciation and amortization       3,405,364    2,869,699     2,084,469  
     Provision for bad debt                     --           --        68,487
     (Gain) loss on sale of equipment     (129,649)    (256,606)      112,024  
     Amortization of deferred
       compensation                        107,923       53,230            --
     Compensation expense on stock
       options granted                      78,868           --            --
     Payments received on notes
       receivable                          236,552       96,691        37,598
     Changes in operating assets
       and liabilities:
         Accounts receivable            (3,773,905)   1,953,952    (1,949,675) 
         Inventories                    (2,565,940)     964,434    (1,703,415) 
         Equipment held for resale         105,794      606,353      (487,921) 
         Refundable income tax             264,931     (294,259)      107,825  
         Prepaid expenses                  235,821     (160,312)       52,080  
         Accounts payable                4,422,317   (3,103,913)      (62,638) 
         Estimated contract commitments   (629,093)     629,093            --  
         Accrued liabilities               168,262     (385,670)      228,671  
            Net cash provided by
              operating activities       3,660,535   14,793,769     4,559,912

Cash flows from investing activities:                        
   Proceeds from sale of property,
     plant and equipment                    43,620       54,477       586,237  
   Acquisition of property,
     plant and equipment                (4,802,664)  (4,947,663)  (16,519,158) 
   (Increase) decrease in other
     non-current assets                    (19,217)       5,591         5,804  
            Net cash used in
              investing activities      (4,778,261)  (4,887,595)  (15,927,117) 

Cash flows from financing activities:
   Payments on long-term debt          (17,345,238)  (5,273,810)   (2,380,952) 
   Proceeds from long-term debt                 --           --    12,668,328  
   Payments on revolving
     line-of-credit                     (3,100,000)  (1,000,000)   (1,000,000) 
   Proceeds from revolving
     lines-of-credit                    15,000,000    3,000,000     1,000,000
   Payments on capital lease
     obligations                          (295,330)    (332,828)     (186,054) 
   Increase in other non-current assets   (207,558)          --       (30,648) 
   Increase in other non-current
     liabilities                            97,996       13,811            --
   Issuance of common stock                 49,500           --            --  
   Proceeds from exercise of options       418,868    1,975,518     1,765,807  
            Net cash (used in)
              provided by financing
              activities                (5,381,762)  (1,617,309)   11,836,481  
            (Decrease) increase
              in cash and
              cash equivalents          (6,499,488)   8,288,865       469,276  

Cash and cash equivalents:                             
   Beginning of year                     8,889,246      600,381       131,105  
            End of year               $  2,389,758  $ 8,889,246  $    600,381  

<FN>
                                The accompanying notes are an integral
                                 part of these financial statements.


</TABLE>
<PAGE>

                                     HIGH PLAINS CORPORATION

                                  NOTES TO FINANCIAL STATEMENTS


 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash Equivalents - High Plains Corporation, the "Company,"
considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents. 

The Company maintains its cash in bank deposit accounts which,
at times, may exceed federally insured limits.  The Company has
not experienced any losses in such accounts.  The Company
believes it is not exposed to any significant credit risk on
cash and cash equivalents.

Inventories - Inventories are stated at the lower of cost
(first-in, first-out) or market.  To the extent practical, the
Company follows a policy of hedging certain commodity
transactions related to anticipated production requirements. 
This is done to reduce risk due to market price fluctuations. 
Readily marketable exchange-traded futures contracts are the
designated hedge instruments since there is a high correlation
between the market value changes of such contracts and the price
changes on grain commodities.  Gains or losses arising from open
and closed hedging transactions are included as an adjustment to
the value of inventories and reflected in cost of sales in the
statements of income when the underlying purchase contracts are
fulfilled.

Property, Plant and Equipment - Property, plant and equipment
are recorded at cost.  The cost of internally-constructed assets
includes direct and allocable indirect costs.  Plant
improvements are capitalized, while maintenance and repair costs
are charged to expense as incurred.  Periodically, a plant or a
portion of a plant's equipment is shut down to perform certain
maintenance projects which are expected to improve the operating
efficiency of the plant over the next year.  These expenses are
generally incurred once a year and thus are capitalized and
amortized over the future 12-month period benefited.  Included
in prepaid expenses at June 30, 1997 and 1996 were $220,523 and
$429,207, respectively, of these expenditures.

Provisions for depreciation of property, plant and equipment are
computed using the straight-line method over the following
estimated useful lives:

<TABLE>
   <S>                      <C>
    Ethanol plants           5 -  40 years

    Other equipment          5 -  10 years

    Office equipment         3 -  10 years

    Leasehold improvements         5 years

</TABLE>


                                   (Continued)

<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Whenever events or changes in circumstances indicate that the
carrying amount of a long-lived asset may not be fully
recoverable, the Company reviews that asset for impairment. 
Scheduled future expirations of state incentive payments and
federal fuel tax incentive programs are not considered to be
such an event or change because of the government's history of
extending the expirations of these incentives.

Equipment Held for Resale - The Company acquired ethanol
processing equipment located in New Iberia, Louisiana to be
utilized in the construction of the York, Nebraska facility. 
Amounts allocated for equipment not utilized for the Nebraska
facility are recorded as equipment held for resale and these
amounts are decreased as sales occur.  Management expects a gain
upon its ultimate disposition and, accordingly, no loss has been
provided for.

Deferred Loan Costs - The Company incurred certain costs in
connection with obtaining financing.  The Company is amortizing
these costs over sixty months, the life of the debt.

Fair Value of Financial Instruments - The fair values of
financial instruments recorded on the balance sheet are not
significantly different from the carrying amounts.

Income Taxes - The Company uses an asset and liability approach
to financial accounting and reporting for income taxes. 
Deferred income tax assets and liabilities are computed annually
for differences between the financial statement and tax bases of
assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected
to affect taxable income.  Valuation allowances are established
when considered necessary to reduce deferred tax assets to the
estimated amount expected to be realized.  Income tax expense is
the tax payable or refundable for the period plus or minus the
change during the period in deferred tax assets and liabilities.
 Under FASB Statement No. 109, Accounting for Income Taxes, (FAS
109) the tax benefit from utilization of loss carryforwards is
not reflected as an extraordinary item.  


                                 (Continued)


<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)



 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Deferred Compensation - Under the Employee Stock Purchase Plan
(Note 12), compensation is recognized as an expense in the
period in which the employee performs the services, which is
generally the period over which the stock appreciation is vested
or earned.  With the exception of certain officers, the
employees must continue to work for five years to acquire the
full amount of the stock.  Compensation expense attributable to
future services has been recorded as deferred compensation in
the equity section of the balance sheets and is amortized over
the period of future services.  Officers who have ten years of
continuous service are allowed to prepay their obligation and
receive the stock immediately and thus, the compensation
attributable to their election is recognized upon their election
to participate in the plan.

Stock-Based Compensation - The Company has chosen to continue to
account for stock-based compensation for employees using the
intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, and
related Interpretations.  Accordingly, compensation cost for
stock options is measured as the excess, if any, of the quoted
market price of the Company's stock at the date of grant over
the amount an employee must pay to acquire the stock.  However,
the Company accounts for stock-based compensation for
non-employees as provided under FASB Statement No. 123,
Accounting for Stock-Based Compensation (FAS 123). The fair
value of the option grant is estimated on the date of grant
using the Black-Scholes option pricing method.

Recently Issued Accounting Standards - In February 1997, FASB
issued Statement No. 128, Earnings Per Share (FAS 128),
effective for the Company for the interim periods and years
ended after December 15, 1997.  FAS 128 replaces the
presentation of primary earnings per share (EPS) with a
presentation of "basic" EPS.  Basic EPS excludes the dilutive
effects of common stock equivalent shares in its calculation.  A
diluted EPS will still be required, and will be computed
similarly to the current fully diluted EPS (see Note 14).  Under
FAS 128, both the basic and diluted EPS amounts will be
presented in the financial statements.  Also, the statement will
require restatement of all prior period EPS data presented in
the financial statements.  EPS as calculated at June 30, 1997,
1996, and 1995 would not be materially different if calculated
using basic EPS.

Other pronouncements issued by the Financial Accounting
Standards Board with future effective dates are either not
applicable or not material to the financial statements of the
Company.


                                 (Continued)

<PAGE>



                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect:  1) the reported amounts of assets and liabilities, 2)
disclosures such as contingencies, and 3) the reported amounts
of revenues and expenses included in such financial statements. 
Actual results could differ from those estimates.

Contingencies - In the normal course of business, the Company
becomes party to litigation and other contingencies that may
result in loss or gain contingencies.  The Company follows
Statement of Financial Accounting Standards No. 5, Accounting
for Contingencies.  Under FAS No. 5, loss contingencies are
accrued if available information indicates that it is probable
that a loss is incurred and the amount of such loss can be
reasonably estimated.

Reclassifications - Certain items have been reclassified on the
1996 balance sheet to be consistent with the classifications in
1997.


 2.  DESCRIPTION OF BUSINESS

Ethanol Production Business - The Company's principal business
is the operation of two plants in Kansas and Nebraska for the
distillation and production of industrial and fuel grade ethanol
for sale to customers concentrated primarily in the Western
United States for mixture with gasoline to be used as a motor
fuel.  The Company's operations are dependent upon state
governmental incentive payments.  Kansas production incentive
payments recorded as product sales and revenues in the
accompanying financial statements were $1,304,019 for fiscal
1995, $1,126,386 for fiscal 1996 and $1,160,141 for fiscal 1997.
 The Kansas incentive program is currently scheduled to expire
July 1, 2001.

The State of Nebraska offers a transferable production tax
credit in the amount of $.20 per gallon of ethanol produced for
a period of sixty months from date of first eligibility.  The
credit is only available to offset Nebraska motor fuels excise
taxes.  The Company transfers these credits to a Nebraska
gasoline retailer which then reimburses the Company for the
credit amounts less a handling fee.  Not less than two million
gallons and not more than twenty-five million gallons of ethanol
produced annually at the Nebraska facility are eligible for the
tax credit.  The Company will no longer be eligible for this
credit after December 31, 1999.  Nebraska production tax credit
amounts recorded as revenues in the accompanying financial
statements were $2,713,772 in fiscal 1995, $4,428,437 in fiscal
1996 and $4,019,584 in fiscal 1997.

                                (Continued)


<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


 2.  DESCRIPTION OF BUSINESS (Continued)

The market for the Company's ethanol product is affected by the
Federal government's excise tax incentive program scheduled to
expire on September 30, 2000.  Under this program, gasoline
distributors who blend gasoline with ethanol receive a federal
excise tax rate reduction for each blended gallon, resulting in
an indirect pricing incentive to ethanol.  This tax rate
reduction equals $.054 per blended gallon containing 10% or more
ethanol by volume.  Alternatively, blenders may claim an income
tax credit of $.54 per gallon of ethanol mixed with gasoline. 
The market for the Company's product is also affected through
Federal regulation by the Environmental Protection Agency under
the Clean Air Act and the Reformulated Gasoline Program.

Shut Down of Plant Operations - Due to increasing corn and
milo-feedstock prices, management temporarily suspended
operations at both its York and Colwich facilities in May 1996. 
The Company had forward contracted grain purchases to insure the
availability of grain needed for its production process at a
fixed price.  These contracts would have allowed continued
operations through approximately August 1997.  Due to grain
prices rising to record levels in excess of the forward
contracted levels, the Company sold all of its forward grain
contracts for approximately $14 million after commissions.  See
Note 8 for details on the Company's outstanding commitments at
June 30, 1996 related to undelivered contracts for the sale of
ethanol and dried distiller's grain (DDG).  Expenses incurred
prior to the year ending June 30, 1996 to fill these contracts
were estimated to be approximately $2.5 million.

The Colwich facility reopened in September 1996, and the York
facility reopened in October 1996.  During the shutdown period,
the Company began modifying the York facility to produce a
higher-quality industrial grade ethanol as well as the fuel
grade ethanol it already produced.  In January 1997, the Company
completed construction and began initial testing of the new
industrial grade processing equipment.  Modifications and test
runs of the new equipment continued into June 1997 while the
Company pursued customers for the sale of its higher quality
product.


 3.  NOTES RECEIVABLE

In January 1995, the Company disposed of its engineering
division, and certain property assets associated with the
division were transferred to the former officer who took over
the operations under a separate, unrelated company.  This
company and former officer agreed to pay $300,000 and $100,000,
respectively, in notes, plus interest at 9.75% over 45 months. 
The remaining balance on these notes receivable were $119,370
and $39,789 at June 30, 1997 and $199,283 and $66,428 at June 30,
1996, respectively.  These notes are secured by the property
transferred and the former officer's personal guarantee.


                                  (Continued)

<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)



 4.  INVENTORIES

Inventories consisted of:
<TABLE>
<CAPTION>
                                                    June 30,                 
                                               1997          1996       
 <S>                                      <C>            <C>
  Raw materials                            $  957,894     $  157,939
  Work-in-process                             396,747             --
  Finished goods                            2,149,904        821,481
  Spare parts                                 664,530        701,423
  Adjustment to market for 
    hedged grain inventory                     77,708             --

                                           $4,246,783     $1,680,843
</TABLE>

 5.  REVOLVING LINES-OF-CREDIT

On January 10, 1997, the Company entered into a credit agreement
with a bank to refinance the Company's existing long-term debt
and revolving line-of-credit.  Under the new credit agreement,
the Company has two revolving lines-of-credit.  The
lines-of-credit have an interest rate option equal to the bank's
prime rate or the LIBOR rate, whichever the Company elects.  On
one credit line, the Company may borrow up to a maximum of
$4,000,000.  At June 30, 1997, $2,300,000 of the outstanding
balance bears interest at a LIBOR-based rate of 8.14% through
January 8, 1998; the remaining $1,700,000 bears interest at the
prime rate of 8.5% at June 30, 1997.  This revolving
line-of-credit has an initial maturity of January 10, 1998.

The Company may borrow up to a maximum of $9,900,000 on the
other revolving line-of-credit, which has a maturity of December
31, 2002.  At June 30, 1997, $9,350,000 bears interest at a
LIBOR-based rate of 8.14%, expiring January 8, 1998.  The
remaining balance of $550,000 bears interest at a LIBOR-based
rate of 8.02%, expiring September 30, 1997.

The maximum availability under the lines-of-credit is limited so
that the amount of collateral securing the lines at all times
exceeds the outstanding balances by a ratio of at least 2 to 1. 
Collateral on the lines includes all eligible receivables,
inventory, general intangibles, property and equipment located
at the York, Nebraska plant, and the Company's rights to
payments under present or future production incentive contracts
from the Ethanol Plant Production Credit Agreement with the
State of Nebraska.  The maximum availability under the
$9,900,000 line-of-credit decreases each calendar quarter
by $550,000.  Therefore, the Company can expect to pay at least
$2,200,000 on this line-of-credit in the next fiscal year.  This
amount is included in the current maturities of the
lines-of-credit on the balance sheet.



                               (Continued)

<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


 5.  REVOLVING LINES-OF-CREDIT (continued)

The financing agreement contains various restrictions, including
the maintenance of certain financial ratios, fulfilling certain
net worth and indebtedness test, and capital expenditure
limitations.  At June 30, 1997, the Company was in violation of
a certain covenant; however, the bank has waived its rights to
declare the debt due and payable based on this covenant
violation through June 30, 1998.


 6.   LONG-TERM DEBT

Long-term debt consisted of:
<TABLE>
<CAPTION>
                                                   1997           1996
<S>                                          <C>              <C>
Term loan payable to bank in monthly
installments of $297,619 plus interest
at a two-year fixed rate equal to 1.5% above
prime rate (9.75% at June 30, 1996) with a
final payment due September 2000.             $       --       $ 17,345,238 
                                                      --         17,345,238
 Less current maturities                              --          4,897,619   
                                              $       --       $ 12,447,619 

</TABLE>

 7.  LEASES

Sale - Leaseback Transaction - On December 12, 1996, the Company
sold certain processing equipment for the production of
industrial grade ethanol for $3,128,676 and concurrently entered
into an agreement to lease the property back at $54,191 per
month through December 12, 2002.  The sale of equipment was
recorded resulting in a gain of $87,447 which was deferred and
will be recognized over the six-year term of the lease
agreement.  The lease has been classified as a capital lease. 
The equipment under lease is included in ethanol plants totaling
$3,128,676, less accumulated depreciation of $7,838, for a net
book value of $3,120,838 at June 30, 1997.

Other Capital Leases - The Company also leases various
processing equipment, a forklift, and two photo copiers under
long-term agreements which have been classified as capital
leases.  The leases have terms of two to three years, and 
expire through September 1999.  As of June 30, 1997, cost and
accumulated depreciation on equipment under capital leases
amounted to $284,068 and $29,568, for a net book value of
$254,500.  At June 30, 1996, cost and accumulated depreciation
on equipment under capital leases amounted to $103,960 and
$15,725, for a net book value of $88,235.


                                   (Continued)

<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


 7.  LEASES (Continued)

Operating Leases - The Company leases 100 railroad cars under an
operating lease expiring in fiscal year ending June 30, 1999. 
Annual rentals are $618,000 for all 100 cars.  The Company also
leases 32 cars under an operating lease expiring in June 30,
2002.  Annual rentals are $213,120 for all 32 cars.  The Company
leases an additional 52 railroad cars under various operating
leases expiring through fiscal year ending June 30, 2001.  Rent
paid during the years ended June 30, 1997, 1996 and 1995 was
$977,449, $865,941, and $806,942, respectively.

Future Minimum Lease Payments - The following is a schedule of
future minimum lease payments for capital leases and operating
leases as of June 30, 1997:

<TABLE>
<CAPTION>
                                              Capital         Operating
       Year Ending June 30                     Leases          Leases
       <S>                                <C>               <C>
               1998                        $    727,674      $ 1,132,020
               1999                             671,194          960,040 
               2000                             656,532          250,200 
               2001                             650,290          225,480 
               2002                             650,290          213,120 
            Thereafter                          325,145               -- 


  Total minimum lease payments                3,681,125      $ 2,780,860

  Less amount representing interest             661,727       
            

  Present value of net minimum lease payments 3,019,398       

  Less current maturities                       519,384       

                                            $ 2,500,014       
</TABLE>

The Company has subleased 20 of the above railroad cars under
various short-term noncancelable operating leases.  The total
minimum future rentals to be received in fiscal year ended June
30, 1998 is $94,500.

Interest Payments - Interest paid on long-term debt, the
revolving lines-of-credit and capital leases in 1997, 1996 and
1995 amounted to $1,328,310, $2,249,297 and $2,051,866,
respectively.  The Company capitalized $115,585 and $889,211 in
interest in 1997 and 1995, respectively, as part of the cost of
construction at the York, Nebraska facility.  No interest was
capitalized in 1996.


                                  (Continued)

<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


 8.  COMMITMENTS

Forward and Futures Contracts - The Company periodically enters
into forward contracts with suppliers and customers on both the
purchase of grain and the sale of ethanol and DDG.  At June 30,
1997, the Company had forward contracts to purchase
approximately 1,728,000 bushels of milo and corn at fixed prices
totaling $4,432,000 with delivery dates of July through August
1997.  An additional 679,000 bushels were held under contracts
for delivery, however, at June 30, 1997, no prices had been set.
 The unpriced contracts are for deliveries from July through
December 1997.  At June 30, 1997, the Company had also purchased
futures contracts on approximately 1,250,000 bushels.  These
contracts had been purchased at prices ranging from $2.66 to
$2.74 per bushel, while the fair market value of the futures was
approximately $2.38 per bushel at June 30, 1997, resulting in
unrealized losses at year-end.  The Company had forward
contracts to sell 32,600 tons of DDG at fixed prices totaling
approximately $2,585,000.  No losses were expected on these
contracts.  At June 30, 1996, the Company had no forward
contracts to purchase grain.  No material forward contracts for
purchases or sales existed at June 30, 1995.

The Company sells DDG and certain condensed distiller's solubles
(CDS), the by-products of its ethanol production, through
merchandisers.  At June 30, 1996 one merchandiser had certain
unfilled contracts for DDG.  The Company also had two unfilled
contracts to sell ethanol at June 30, 1996.  Due to the shutdown
of plant operations (See Note 2), the Company was liable for the
difference in the contracted sales prices and the costs to
purchase the necessary product to fill these contracts.  The
Company's liability for this difference at June 30, 1996 was
approximately $292,000 for DDG and $629,093 for ethanol.  The
$292,000 was recorded as an offset to a receivable from the DDG
merchandiser and the $629,093 was recorded as a liability. 
These contracts mostly extended through September 1996, and
final settlements were dependent on fluctuations in the price
the Company had to pay to fill the contracts while the plants
were not in production.  Final settlements during the year ended
June 30, 1997 resulted in a $610,069 recovery of the expense
recorded at June 30, 1996.

Retirement and Consulting Agreement - On April 11, 1997, the
Company entered into an agreement with the former President and
Chairman of the Board to provide a retirement benefit package
and consulting agreement for future services.  As part of the
retirement package, the Company agreed to grant (on August 1,
1997) 14,000 non-qualified options at an exercise price equal to
one-half of the lowest closing price achieved by the Company's
stock between May 1, 1997 and August 1, 1997.


                                  (Continued)


<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


 8.  COMMITMENTS (continued)

In consideration for future consulting services to be provided
by the former President, the Company agreed to make payments
equal to the amounts required under his former employment
contract, which would have expired July 1, 2000.  At June 30,
1997, this totaled $401,979 plus annual bonuses of 2% of net
income before taxes.  The Company also agreed to grant the
former President 50,000 nonqualified stock options on each April
11, 1997, 1998 and 1999 at the then closing stock price.


 9.  INCOME TAXES

For Federal income tax purposes at June 30, 1997, the Company
had a net operating loss carryforward of approximately
$13,334,000 and approximately $5,857,000 of federal general
business tax credit carryforwards, which, if not used, will
expire as follows:

<TABLE>
<CAPTION>
                                                             Net
               Expires in         Operating                General 
               Fiscal Year       Loss Amount           Business Credit
                  Ending         Carryforward           Carryforward   
               <S>            <C>                      <C>
                   1998        $         --             $      1,000
                   1999                  --                1,263,000
                   2000                  --                    7,000
                   2001                  --                   86,000
                   2002              78,000                       --
                   2003           6,430,000                4,500,000
                   2004             453,000                       --
                   2005             992,000                       --
                   2008               3,000                       --
                   2009             485,000                       --
                   2012           4,893,000                       --

                               $ 13,334,000             $  5,857,000

</TABLE>

The general business credits expiring in fiscal 1998-2001 are
investment tax credits and the credits expiring in fiscal 2003
are small ethanol producer tax credits.  In the event these
credits would expire, the Company would receive a deduction of
50% of the investment tax credit and 100% deduction of the small
ethanol producer credit in the year of expiration.

                              (Continued)


<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


 9.  INCOME TAXES (continued)

The Company also has a Nebraska investment credit carryforward
of $4,528,000, expiring in fiscal 2003, which may be used to
offset taxes in the State of Nebraska.

The tax net operating loss carryforward and federal tax credit
carryforwards discussed above and other matters result in
deferred tax assets under FAS 109 totaling $16,379,000 at June
30, 1997 (see below).  The book basis of property, plant and
equipment in excess of its tax basis results in an offsetting
deferred tax liability of $13,318,000, and the valuation
allowance offsets an additional $3,061,000, leaving no net
deferred tax assets at June 30, 1997.  Future tax expenses, if
any, may be offset, at least in part, by net increases in future
tax assets (including changes in the valuation allowance) to the
extent that such assets exceed the amounts of future deferred
tax liabilities.  The Company expects to continue annually to
provide for a reasonable valuation allowance, to reduce deferred
tax assets to zero until such time as future taxable income is
generated or assured (if ever).

Income taxes consisted of:
<TABLE>
<CAPTION>
                                                     June 30,                          
                                       1997            1996             1995      
<S>                              <C>              <C>            <C>
Current tax (benefit) expense     $    (18,895)    $   355,256    $   141,377

Tax effect of changes in deferred
  tax assets and liabilities:
    Book basis of plant and 
      equipment in excess of tax
      basis                          3,354,000       2,652,000      1,216,000
    Nondeductible accrued expenses     239,000        (303,000)            --
    (Increase) decrease in net 
      operating loss carryforward   (2,979,000)      1,588,000      1,195,000
    (Increase) decrease in tax 
      credits carryforward             (80,000)         80,000             --
    Increase in Nebraska investment
      credit carryforward             (931,000)       (170,000)    (3,427,000)
    AMT credit carryforward and
      other                            258,000        (230,000)      (179,000)
    Change in asset valuation
      allowance                        139,000      (3,617,000)     1,195,000

  Deferred tax expense                      -0-             -0-            -0-

  Income tax (benefit) expense    $    (18,895)    $   355,256    $   141,377

</TABLE>
                                     (Continued)


<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


 9.  INCOME TAXES (Continued)

A reconciliation between the actual income tax expense and
income taxes computed by applying the statutory Federal income
tax rate to earnings before income taxes is as follows:

<TABLE>
<CAPTION>
                                                  June 30,                          
                                    1997            1996             1995      
<S>                            <C>            <C>              <C>
Computed income tax expense,
  at 34%                        $  582,894     $  4,139,953     $  2,112,687
Utilization of net operating 
  loss carryforwards              (582,894)      (4,139,953)      (2,112,687)
Alternative minimum tax                 --          239,256          141,377
Other, net                         (18,895)         116,000               --

Total income tax
  (benefit) expense             $  (18,895)    $    355,256     $    141,377

</TABLE>

The Company has deferred income tax liabilities and assets arising from the
following temporary differences and carryforwards:

<TABLE>
<CAPTION>
                                                      June 30,                
                                               1997             1996       
<S>                                       <C>             <C>
Deferred tax liabilities:
  Book basis of property, plant and
    equipment in excess of tax basis       $ 13,318,000    $   9,964,000

Deferred tax assets:
  Net federal and state operating loss
    carryforwards                          $  5,510,000    $   2,531,000
  Nebraska investment credit carryforward     4,528,000        3,597,000
  General business credit carryforward        5,857,000        5,777,000
  AMT credit carryforward and other             420,000          678,000
  Nondeductible accrued expenses                 64,000          303,000

                                             16,379,000       12,886,000

Less:  Valuation allowance                    3,061,000        2,922,000

                                           $ 13,318,000    $   9,964,000

Net deferred income taxes                  $         -0-   $          -0-

</TABLE>

                                    (Continued)

<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


10.  PREFERRED STOCK

The Company had 25,000 shares authorized of no par value
cumulative preferred stock at June 30, 1994.  All 25,000 shares
were designated 11.5% cumulative preferred stock and were
outstanding.  Cumulative dividends on the outstanding preferred
stock aggregating $174,200 ($6.98 per share) had not been
declared or provided for at June 30, 1994.  During the fiscal
year ended June 30, 1995, the preferred stock was converted into
36,918 shares of common stock.


11.  COMMON STOCK SPLIT

On February 22, 1995, the Company issued 3,786,562 additional
shares of common stock necessary to effect a 4-for-3 common
stock split.  The earnings per common share for the year ended
June 30, 1995 has been retroactively adjusted for the above
splits as if they had occurred on July 1, 1994.


12.  STOCK-BASED COMPENSATION

The Company has three stock-based compensation plans which are
described below.  Grants to employees under those plans are
accounted for following APB Opinion No. 25.  Accordingly, no
compensation cost has been recognized for options granted to
employees in the financial statements, except under the employee
stock purchase plan where compensation expense equals the excess
of the fair market value of the shares over the exercise price
on the grant date.  Grants to non-employees under the plans are
accounted for under FAS 123.  For the 50,000 options granted to
non-employees in the year ended June 30, 1997, $78,868 was
recognized as compensation expense.  Had compensation cost for
all the stock-based compensation plans been determined based on
the fair value grant date, consistent with the provisions of FAS
123, the Company's net earnings and earnings per share would
have been reduced to the proforma amounts below:

<TABLE>
<CAPTION>
                                           1997            1996
<S>                                   <C>             <C>        
Net earnings:            
  As reported                          $ 1,733,290     $ 11,821,077 
  Pro forma                              1,381,750       10,302,658 
Earnings per share:           
  As reported                              $  .11          $  .74 
  Pro forma                                   .09             .65 

</TABLE>

The pro forma requirements of FAS 123 have been applied only to
options granted after June 30, 1995.


                                 (Continued)


<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)



12.  STOCK-BASED COMPENSATION (Continued)

Fixed Stock Option Plans - The Company has two fixed option
plans under which it may grant options to key employees,
officers and directors to purchase common stock, with a maximum
term of 10 years, at the market price on the date of grant. 
Options up to 1,200,000 shares may be granted under the 1990
plan and options up to 3,000,000 shares may be granted under the
1992 plan.  All options are 100% vested at the date of grant.  
The fair value under FAS 123 of each option granted is estimated
on the date of grant using the Black-Scholes option pricing
model with the following weighted average assumptions for 1997
and 1996:  dividend rate of 0% for all years; price volatility
of 51.47% and 51.49%; risk-free interest rates of 6.6% and
6.26%; and expected lives of 5 years and 4 years.

A summary of the status of the two fixed plans at June 30, 1997,
1996, and 1995 and changes during the years then ended is as
follows:

<TABLE>
<CAPTION>
                         1997                   1996                   1995      
                           Weighted-            Weighted-            Weighted-
                  Number    Average      Number  Average     Number   Average
                    of      Exercise       of    Exercise      of     Exercise
                  Shares     Price       Shares   Price      Shares    Price
<S>             <C>        <C>        <C>        <C>       <C>        <C>
Outstanding and
  exercisable
  at beginning
  of year        2,175,154  $5.7334    1,964,675  $4.7652   1,495,800  $3.8410 
Granted            204,333   3.9377      986,821   5.1525     522,000   7.8381 
Net effect of
  stock split           --                    --              562,354      n/a
Exercised:                            
  Prior to stock
    split               --                    --              290,600   2.9219
  After stock
    split          124,333   3.3689      776,342   2.5447     324,879   2.8200 
Expired or
  surrendered      436,961   5.8665           --                   --

Outstanding and
  exercisable at
  end of year    1,818,193   5.6612    2,175,154   5.7334   1,964,675   4.7652 

Weighted-average
  fair value per
  option of
  options granted
  during the year
  under FAS 123      $2.04                $2.38                   n/a      

</TABLE>

                                   (Continued)


<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


12.  STOCK-BASED COMPENSATION (Continued)

The following table summarizes information about the outstanding
options at June 30, 1997:

<TABLE>
<CAPTION>
                                                Weighted-         Weighted
                                                 Average           Average
                                  Number        Remaining         Remaining              
  Range of Exercise Prices      Outstanding       Life              Life
     <S>                         <C>           <C>              <C>
      $3.19 to $5.00              443,000       6.1 years        $    3.6480
      $5.12 to $6.12              943,193       5.1 years             5.3779 
          $8.34                   432,000       7.4 years             8.3440 

                                1,818,193         

</TABLE>

The Company's 1990 and 1992 Stock Option Plans were approved for
modification at the Company's November 1994 annual meeting of
stockholders.  The approved amendments provide that when
optionees exercise their options, above, and remit the exercise
payment to the Company, they may be granted a one-time option to
purchase a like quantity of Common Shares as those options
exercised (Reload Options).   The Reload Options shall have an
exercise price equal to the closing sales price of the Company's
Common Stock on the day in which the original options were
exercised, and shall have an exercise period that extends to the
later of one year from the date of grant of the Reload Option or
the expiration date of the originally exercised option.  Options
subject to reload included in total outstanding options at June
30, 1997 totaled 975,000 shares.  These have a weighted-average
exercise price of $6.31.

The implementation of the above amendments to the 1990 and 1992
plans was delayed by the Directors until August 2, 1995.  On
that date, 366,746 options were granted to optionees who had
exercised their options prior to August 2, but after November,
1994, as compensation for the delay in implementation of the
"Reload" amendments.  The exercise price of these options was
$5.25, the closing sales price on August 2, 1995.  Further, on
August 4, 1995, options totaling 264,675 were exercised;
accordingly, Reload Options in the same amount were granted at
that day's closing price, also $5.25 per share.  These 631,421
options are not subject to further "Reload" provisions.


                               (Continued)


<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


12.  STOCK-BASED COMPENSATION (Continued)

Employee Stock Purchase Plan - In August, 1995 the Company
adopted a compensatory Employee Stock Purchase Plan, effective
for a 3-year period, to provide employees of the Company with an
incentive to remain with the Company and an opportunity to
participate in the growth of the Company.  The plan is
administered by the Company's Board of Directors.  Employees
with one year of service are able to elect annually to purchase
shares of the Company's common stock at a price equal to 50% of
its lowest market value recorded between May 1 and August 1 of
each calendar year.  The aggregate number of shares which may be
purchased under the plan shall not exceed 80,000 as adjusted for
stock splits or stock dividends.

Employees must elect to purchase a designated number of shares
on or before May 15 of each calendar year, except that the
election for the first year may be made on or before January 31,
1996.  The number of shares that may be purchased by each
employee is limited to 100 shares per year of service.  The
shares are paid for by the participating employees through
payroll deductions ratably over a five-year period and
prepayment is not permitted.  The employee vests in the shares
over the same five-year period based on the amounts paid. 
Shares are transferred to the employee only at the end of the
five-year period.  Compensation cost is measured on August 1 of
each year, which is the first date that both the purchase price
and the number of shares are known.  The amount of compensation
measured on the measurement date is recorded as deferred
compensation and charged to expense over the periods in which
the employee performs the related services, which is the same as
the vesting period.

The Company also adopted a stock purchase plan for certain key
management personnel, which is similar to the above plan, except
that the aggregate number of shares available shall not exceed
250,000 and the employee is limited to 1,000 shares plus an
additional 1,000 shares for each year of service.  Vesting is
the same as above except that any employee who is also an
officer of the Company and who has achieved at least ten
continuous years of employment shall have the option to prepay
any balance due for shares purchased under the plan.  At that
time, the Company will immediately transfer said shares to the
employee.  The amount of compensation measured for this key
management employee plan is on the same measurement date as set
forth above for the employee plan.  Deferred compensation is
recorded and charged to expense over the five-year vesting
period except for those officers eligible to prepay.  For those
officers, the expense is recognized immediately upon the
measurement date.

                                  (Continued)

<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


12.  STOCK-BASED COMPENSATION (Continued)

Employees and key management personnel elected to purchase
shares through the stock purchase plan as noted below:

<TABLE>
<CAPTION>
                           Number
                             of          Exercise         Deferred
              Year         Shares        Per Share      Compensation
             <S>          <C>             <C>           <C>
              1997         87,600          $ 1.50        $  273,750
              1996         75,700            2.50           141,937 

</TABLE>

Amortization of the deferred compensation recognized in the
income statement was $107,923 and $53,230 for the period ending
June 30, 1997 and 1996, respectively.  Forfeitures of shares in
1997 from employee terminations totaled 13,539 shares under the
1996 year purchase.  The fair value under FAS 123 of each
purchased share is estimated on the date of grant using the
Black-Scholes option pricing model with the following
assumptions:  expected life of 5 years for all years; dividend
rate of 0% for all years; risk-free interest rates of 6.8% and
5.6% in 1997 and 1996, and price volatility of 53% in 1997 and
1996.  The weighted average fair value per share granted would
be $3.09 in 1997 and $2.91 in 1996.


13.  MAJOR CUSTOMERS

Sales to individual customers of 10% or more of net sales and
revenues are as follows:

<TABLE>
<CAPTION>
                  Sales During the Year           Trade Accounts Receivable
                      Ended June 30,                 Balance at June 30,       
  Customer     1997         1996         1995        1997           1996      
   <S>     <C>          <C>           <C>          <C>           <C>
     A      $12,532,761  $        --   $       --   $  421,759    $       --
     B        8,653,840   11,356,458     8,871,672     594,879       568,016
     C        6,460,989    8,553,353     8,384,212     425,999       587,508
     D               --           --     9,345,425          --            --
     E               --   13,917,311            --          --            --

            $27,647,590  $33,827,122   $26,601,309  $ 1,442,637   $1,155,524

</TABLE>
                                    (Continued)


<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


14.  EARNINGS PER SHARE

Earnings per common and dilutive common equivalent share
(primary earnings per share) are computed by dividing net
earnings by the weighted average number of common stock and
common stock equivalent shares with a dilutive effect.

Share and per share information have been adjusted to give
effect to stock splits in the three years ended June 30, 1997.

Earnings per common share assuming full dilution assume, in
addition to the above, the additional dilutive effect of stock
options whenever the period end stock price of the Company is
higher than the average stock price of the Company during the
period.  Such per share amounts are not separately presented
since they are equal to earnings per common and dilutive common
equivalent share.

The weighted average number of common stock and common stock
equivalent shares used in the computation of net earnings per
share of common stock is as follows:

<TABLE>
<CAPTION>
                                1997             1996              1995      
<S>                         <C>              <C>               <C>
Earnings per common
  and dilutive common
  equivalent share:
    Weighted average
      common shares          15,933,157       15,736,310        14,760,967
    Stock options                90,323          192,095           908,134

    Average common and
      common dilutive
      shares outstanding     16,023,480       15,928,405        15,669,101

Earnings per common share
  assuming full dilution:
    Additional dilutive
      effect of
      stock options                 --                --                --

    Common stock outstanding
      assuming full
      dilution               16,023,480       15,928,405        15,669,101

</TABLE>

                                  (Continued)

<PAGE>


                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


15.  ADDITIONAL INFORMATION FOR STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                       1997           1996            1995 
<S>                               <C>             <C>             <C>
Interest paid                      $ 1,328,310     $ 2,249,297     $ 2,051,866
Income taxes paid                           --         645,000         145,813 

</TABLE>

The Company had the following non-cash transactions:

<TABLE>
<CAPTION>
                                       1997           1996            1995 
<S>                               <C>             <C>             <C>
Purchase of plant and equipment
  in exchange for debt             $ 3,271,074     $    66,286     $   496,250 
Increase in accrued compensation
  costs at implementation of
  employee stock purchase plan         273,750         141,937              -- 
Surrender of common stock in
  lieu of employee payroll tax
  obligations                          126,251         493,283              -- 
Increase in additional
  paid-in-capital from tax
  benefit of exercise of
  stock options                             --         116,000              --
Decrease in deferred
  compensation from
  employee terminations                 23,260              --              -- 
Acceptance of notes receivable
  in exchange for sale of property,
  plant and equipment                       --              --         400,000 
Exchange of preferred stock for
  common stock                              --              --         150,000 

</TABLE>

16.  401(k) PLAN

The Company adopted a 401(k) Plan on June 1, 1991.  All
employees who are over the age of 19 and have one year (1,000
hours) of service are eligible to participate.  Employees may
contribute from 1% to 12% of their pay.  The Company matches
100% of the first 1% of employee salary deferrals and 50% of the
next 5% of employee salary deferrals.  The Company contributions
to the Plan for the years ended June 30, 1997, 1996 and 1995
were $27,822, $27,100 and $29,165, respectively.





Item 9                     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                           ACCOUNTING AND FINANCIAL DISCLOSURE

None.



PART III

Item 10                    DIRECTORS AND EXECUTIVE OFFICERS OF 
                           THE REGISTRANT

Under the securities laws of the United States, the Company's 
directors, executive officers, and any persons holding more than 
ten percent of the Company's securities are required to report to 
the Securities and Exchange Commission and to the NASDAQ National 
Market System by a specified date his or her ownership of or 
transactions in the Company's securities.  To the Company's 
knowledge, based solely on information filed with the Company, all 
of these requirements have been satisfied, except as noted below: 
Ronald D. Offutt and Arthur Greenberg each failed to timely file 
one Form 3 and one Form 4 each, with a total of one transaction for
each Form 4, for the month of June 1997.  The transactions involved
the issuance of stock options to each of the individuals as new
directors of the Company.  The Form 3 and Form 4's reflecting these
transactions were filed in October, 1997.  Also, Gregory Heuer and
Daniel Allison, management personnel of the Company, failed to file
one Form 4 each reflecting a total of two transactions each for the
month of January 1997.  The transactions involved the purchase of stock 
through an employee stock purchase plan.  The Form 4's listing 
these transactions were filed in March 1997.
  
The balance of information relating to this item is hereby 
incorporated by reference from the "Directors and Executive 
Officers" section of the High Plains Corporation definitive Proxy 
Statement for the  1997 Annual Meeting of Stockholders, which is 
anticipated to be filed with the Securities and Exchange 
Commission within 120 days after the end of the Company's fiscal 
year ended June 30, 1997.


Item 11                     EXECUTIVE COMPENSATION

The information relating to this item is hereby incorporated by 
reference from the "Executive Compensation" section of the High 
Plains Corporation definitive Proxy Statement for the 1997 Annual 
Meeting of Stockholders, which is anticipated to be filed with the 
Securities and Exchange Commission within 120 days after the end 
of the Company's fiscal year ended June 30, 1997.


<PAGE>


Item 12                     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                            OWNERS AND MANAGEMENT

The information relating to this item is hereby incorporated by 
reference from the "Security Ownership of Certain Beneficial 
Owners and Management" section of the High Plains Corporation 
definitive Proxy Statement for the 1997 Annual Meeting of 
Stockholders, which is anticipated to be filed with the Securities 
and Exchange Commission within 120 days after the end of the 
Company's fiscal year ended June 30, 1997.


Item 13                     CERTAIN RELATIONSHIPS AND RELATED
                            TRANSACTIONS

The information relating to this item is hereby incorporated by 
reference from the "Certain Relationships and Related 
Transactions" section of the High Plains Corporation definitive 
Proxy Statement for the 1997 Annual Meeting of Stockholders, which 
is anticipated to be filed with the Securities and Exchange 
Commission within 120 days after the end of the Company's fiscal 
year ended June 30, 1997.



PART IV

Item 14                     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, 
                            AND REPORTS ON FORM 8-K

(a)  Documents Filed as a Part of This Report

     (1)  Financial Statements
    
         The financial statements, notes and independent auditors' reports
         described in Item 8, to which reference is hereby made.

<PAGE>

     (2)  Financial Statement Schedules

          None.      


     (3)  Exhibits

          See Index to Exhibits attached hereto and incorporated by     
          reference herein.


(b)  Reports on Form 8-K

     During the quarter for which this report is filed, these   
     reports on Form 8-K have been filed.

       May 14, 1997    Disclosure of delay in production of          
                       industrial grade ethanol and extension of
                       time granted to meet sales contract for
                       same.

       May 14, 1997    Company disclosed appointment of Raymond      
                       G. Friend, President to the Board of
                       Directors, along with two new outside
                       directors, Ronald D. Offutt and Arthur
                       Greenberg.

       May 15, 1997    Announced the retirement of then Chairman     
                       and President Stanley E. Larson, election
                       of Daniel O. Skolness as Chairman of the
                       Board and promotion of Raymond G. Friend
                       as President. Additionally, Company
                       announces cancellation of industrial grade
                       contract by customer for reasons of force
                       majeure.

       May 22, 1997    Disclosure of earnings per share for the      
                       quarter ending March 31, 1997.

  
(c)  Exhibits

     Exhibits are listed in Item 14(a)(3) and filed as part of     
     this report.
  
All forward-looking statements made in these materials and materials
incorporated herein by reference are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that all forward-looking statements involve
risks and uncertainty.  Among the factors that could cause actual
results to differ materially from those anticipated by certain of the
above statements are the following: 1) legislative changes regarding
air quality, fuel specifications or incentive programs; 2) changes in
cost of grain feedstock; 3) changes in market prices or demand for
motor fuels and ethanol.  Additional information concerning those and
other factors is contained in the Company's Securities and Exchange
Commission filings, including but not limited to, its Proxy Statement,
Annual Report, quarterly 10Q filings and press releases, copies of
which are available from the Company without charge.

<PAGE>
          

                              SIGNATURES


    Pursuant to the requirements of Section 13 or 15(d) 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 in Wichita, Kansas on the 10th day of 
October, 1997.

                              HIGH PLAINS CORPORATION


                              By:/Raymond G. Friend/             
                                  Director/President

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

  Signature                    Title                      Date


                               Chairman of the
                               Board and a
/ Daniel O. Skolness   /       Director                   October 10, 1997



/ Raymond G. Friend    /       Director/President         October 10, 1997



/ H.T. Ritchie         /       Director/Secretary         October 10, 1997



/ Donald Schroeder     /       Director/Treasurer         October 10, 1997



/ John F. Chivers      /       Director                   October 10, 1997



/ Donald M. Wright     /       Director                   October 10, 1997



/ Arthur Greenberg     /       Director                   October 10, 1997


 
/ Ronald Offutt        /       Director                   October 10, 1997



<PAGE>


                                                                Page 1 of 3
       Index to Exhibits

3-1    Articles of Incorporation, as amended, of the Company, 
       (incorporated herein by reference to Exhibits 3.1 
       through 3.10 to the Company's Registration Statement on 
       Form S-1, dated February 9, 1993).

3-2    Bylaws of the Company, as amended, of the Company 
       (incorporated herein by reference to Exhibits 3.5 and 3.6 to 
       the Company's Registration Statement on Form S-1, dated 
       April 18, 1988).

3-3    Certificate of Amendment to Articles of Incorporation 
       of the Company, dated October 14, 1994 (incorporated herein 
       by reference to Exhibit 3-7 to the Company's Annual Report 
       on Form 10-K for the fiscal year ended June 30, 1995).

3-4    Certificate of Amendment of Articles of Incorporation 
       of the Company, dated November 22, 1994 (incorporated herein 
       by reference to Exhibit 3-8 to the Company's Annual Report 
       on Form 10-K for the fiscal year ended June 30, 1995).

3-5    Certificate of Correction of Certificate of Amendment 
       to Articles of Incorporation of the Company, dated March 22, 
       1993, (incorporated herein by reference from Exhibit 4-2 to 
       the Company's Registration Statement on Form S-8, dated 
       January 16, 1996).

4-1    Form of Common Stock Certificate (incorporated herein 
       by reference from Exhibit 4-1 to the Company's Registration 
       Statement on Form S-1, dated April 18, 1988).
    
10-1   Ethanol production credit agreement with the State of 
       Nebraska Department of Revenue dated October 9, 1992 
       (incorporated by reference from Exhibit 10-7 to the 
       Company's annual filing on Form 10-K, dated June 30, 1994).



<PAGE>


                                                                Page 2 of 3

10-2   High Plains Corporation 1990 Stock Option Plan 
       (incorporated by reference from Exhibit 10-8 to the 
       Company's Registration Statement on Form S-1, dated February 
       9, 1993).

10-3   High Plains Corporation 1992 Stock Option Plan 
       (incorporated by reference from Exhibit 10-14 to the 
       Company's Registration Statement on Form S-1, dated February 
       9, 1993).
    
10-4   Lease dated April 12, 1993 between High Plains 
       Corporation and Garvey Center L.C. (incorporated by 
       reference from Exhibit 10-8 to the Company's annual filing 
       on Form 10-K, dated June 30, 1994).

10-5   Exchange and Release Agreements dated October 18, 
       1994, providing conversion rights for the 11 1/2% Cumulative 
       Preferred Stock to Common Stock (incorporated by reference 
       from Exhibit 10-2 to the Company's quarterly filing on Form 
       10-Q, dated September 30, 1994).

10-6   Amendment to the Company's 1990 Stock Option Plan, dated 
       November 18, 1994, increasing the number of shares 
       available under the plan and granting of additional 
       options to replace certain options when exercised 
       (incorporated by reference from Exhibit 10-11 to the 
       Company's annual filing on Form 10-K dated June 30, 
       1995).

10-7   Amendment to the Company's 1992 Stock Option Plan, 
       dated November 18, 1994, increasing the number of shares 
       available under the plan and granting of additional options 
       to replace certain options when exercised (incorporated by 
       reference from Exhibit 10-12 to the Company's annual filing 
       on Form 10-K dated June 30, 1995).
   
10-8   Real Estate Installment Agreement dated January 19, 
       1995, between David J. Vander Griend and the Company, 
       regarding sale of certain real estate (incorporated by 
       reference from Exhibit 10-5 to the Company's filing on Form 
       8-K dated January 19, 1995).  
        


<PAGE>


                                                                Page 3 of 3
      

10-9   Asset Purchase Agreement dated January 19, 1995, between  
       ICM, Inc. and the Company, regarding sale of various   
       tangible and intangible property (incorporated by   
       reference from Exhibit 10-6 to the Company's filing on   
       Form 8-K dated January 19, 1995).
  
10-10  Employment Agreement dated April 1, 1995, between the     
       Company and Raymond G. Friend, for the continuation of     
       employment through July 1, 2000 (incorporated by reference 
       from Exhibit 10-18 to the Company's annual filing on Form 10-K 
       dated June 30, 1995).

10-11  High Plains Corporation 1995 Employee Stock Purchase Plan  
       (incorporated herein by reference from Exhibit 4-14 to the 
       Company's Registration statement on Form S-8, dated January 
       22, 1996).

10-12  High Plains Corporation 1995 Key Management Employee     
       Stock Purchase Plan (incorporated herein by reference from 
       Exhibit 4-15 to the Company's Registration Statement on Form 
       S-8, dated January 22, 1996).

10-13  Agreement between the Company and ConAgra, Inc., for sale 
       of Dried Distiller's Grains and Wet Distiller's Grains 
       (incorporated herein by reference from Exhibit 10-14 to 
       the Company's annual filing on Form 10-K dated June 30, 
       1996).

10-14  Stanley E. Larson Retirement and Consulting Agreement,     
       dated April 11, 1997 attached hereto.

10-15  Agreement between Centennial Trading, LLC, Michael Rowan 
       and the Company, dated January 7, 1997, for the 
       exclusive supply of grain to the Company, attached 
       hereto.

11-1   Statement on Computation of Per Share Earnings 
       (incorporated herein by reference from the Company's 1997 
       Annual Report to Stockholders for the fiscal year ended June 
       30, 1997 which is anticipated to be filed with the 
       Securities and Exchange Commission within 120 days after the 
       end of the Company's fiscal year ended June 30, 1997).

24-1   Consent of Allen, Gibbs, and Houlik, L.C., independent 
       certified public accountants.

27-1   Financial Data Schedule.



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