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

                                FORM 10-KSB/A-1

[X]                      ANNUAL REPORT PURSUANT TO SECTION 13
                OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                    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
          For the Transition Period from               to 
                                         -------------    -------------
                           COMMISSION FILE NO. 0-21179

                           QUEEN SAND RESOURCES, INC.
                 (Name of small business issuer in its charter)

            STATE OF DELAWARE                                  75-261556
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                      Identification No.)

           3500 OAK LAWN, SUITE 380
                DALLAS, TEXAS                                    75219-4398
    (Address of principal executive offices)                     (Zip Code)

          ISSUER'S TELEPHONE NUMBER:                           (214) 521-9959

Securities registered under Section 12(b) of the Exchange Act:    none

Securities registered under Section 12(g) of the Exchange Act: 

   Common Stock, par value $.0015 per share

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment of this Form 10-KSB.[ ]

         State issuer's revenues for its most recent fiscal year. $4,381,035

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, of such common equity, as of April 20, 1998 was
$118,094,986. (In computing this number, issuer has assumed all holders of
greater than 5% of the common equity and all directors and officers are
affiliates of the issuer.)

         State the number of shares outstanding of each of the issuer's classes 
of common equity, as of April 20, 1998: 23,572,153.

         The information required by Items 9, 10, 11 and 12 under Part III of
this report is incorporated by reference from the issuer's definitive proxy
statement for its 1997 Annual Meeting of Stockholders dated October 28, 1997.

         Transitional Small Business Disclosure Format: YES [ ] NO [X]

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                           QUEEN SAND RESOURCES, INC.

                                FORM 10-KSB/A-1

                                 AMENDMENT NO. 1

         The undersigned registrant hereby amends and restates Note 2 to
Financial Statements of Business Acquired, Collins and Ware Properties, Notes to
Statements of Operating Revenues and Direct Operating Expenses on page F-34 of
its Annual Report on Form 10-KSB for the fiscal year ending June 30, 1997 by
adding disclosure concerning development and exploratory costs incurred as set
forth in the pages attached hereto.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.



                                       QUEEN SAND RESOURCES, INC.


                                       By: /s/ ROBERT P. LINDSAY 
                                           ------------------------------------
                                       Robert P. Lindsay
                                       Chief Operating Officer
                                       and Executive Vice President




Dated:  April 22, 1998



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2.       SUPPLEMENTAL OIL AND GAS RESERVE AND STANDARDIZED MEASURE INFORMATION 
(UNAUDITED)

         During the fiscal years ended June 30, 1996 and 1997, development costs
of $773,000 and $437,000, respectively, were incurred on the properties. There
were no exploratory costs or incremental general and administrative costs
incurred.

RESERVE QUANTITY INFORMATION

         The following table presents the Company's estimate of the proved oil
and gas reserves of the Collins and Ware Properties, all of which are located in
the United States, as of June 30, 1997. The Company emphasizes that reserve
estimates are inherently imprecise and that estimates of new discoveries are
more imprecise than those of producing oil and gas properties. Accordingly, the
estimates are expected to change as future information becomes available. The
estimates have been prepared by independent petroleum reservoir engineers.

<TABLE>
<CAPTION>

                                         Oil                    Gas
                                        (Bbls)                 (Mcf)
                                        ------               ---------
<S>                                     <C>                  <C>      
Proved reserves                         850,805              1,476,139
                                        =======              =========
Proved developed reserves               632,825              1,228,483
                                        =======              =========     
</TABLE>

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED OIL
AND GAS RESERVES

         The Standardized Measure of Discounted Future Net Cash Flows Relating
to Proved Oil and Gas Reserves ("Standardized Measure") is a disclosure
requirement under Statement of Financial Accounting Standards No. 69.

         The Standardized Measure does not purport to be, nor should it be
interpreted to present, the fair value of the oil and gas reserves of the
Collins and Ware Properties. An estimate of fair value would also take into
account, among other things, the recovery of reserves not presently classified
as proved, the value of unproved properties, and consideration of expected
future economic and operating conditions.

         Under the Standardized Measure, future cash flows are estimated by
applying year-end prices, adjusted for fixed and determinable escalations, to
the estimated future production of year-end proved reserves. Future cash flows
are reduced by estimated future production costs, based on period-end costs, and
projected future development costs to determine net cash inflows. The Collins
and Ware Properties are not a separate tax paying entity. Accordingly, the
Standardized Measure for the Collins and Ware Properties is presented before
deduction of income taxes. Future net cash flows are discounted using a 10%
annual discount rate to arrive at the Standardized Measure.

         The Standardized Measure of discounted future net cash flows relating
to proved oil and gas reserves of the Collins and Ware Properties at June 30,
1997 follows:

<TABLE>

<S>                                                               <C>        
Future cash inflows                                               $18,929,000

Future production and development                                   6,031,055
                                                                  -----------
Future net cash flows                                              12,898,035

10% annual discount for estimated timing of cash flows              4,932,053
                                                                  -----------
Standardized Measure                                              $ 7,965,982
                                                                  ===========

</TABLE>


         Estimates of economically recoverable oil and gas reserves and of
future net revenues are based upon a number of variable factors and assumptions,
all of which are to some degree speculative and may vary considerably from
actual results. Therefore, actual production, revenues, taxes, development and
operating expenditures may not occur as estimated. The reserve data are
estimates only, are subject to many uncertainties and are based on data gained
from production histories and on assumptions as to geologic formations and other
matters. Actual quantities of gas and oil may differ materially from the amounts
estimated.

         The weighted average prices of oil and gas at June 30, 1997 used in the
calculation of the Standardized Measure were $19.24 per barrel and $1.74 per
Mcf, respectively.



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