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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K/A
Amendment No. 1 to Form 10-K/A

|/x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000
|--- | --------------------------------------------------------------------------------------------------------------------------------
|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition
period from  to     

Commission File Number 000-30493

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BIONEBRASKA, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

47-0727668(I.R.S Employer
Identification No.)


4130 N.W. 37th Street, Lincoln, Nebraska 68524-1922(Address of principal executive offices)

Registrant's
telephone number, including area code:(402) 470-2100

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: Common Stock, $.01 par value.

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes /x/  No / /

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

As
of March 20, 2001, the Company had outstanding 7,359,183 shares of Common Stock, $.01 par value.

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The
Form 10-K is hereby amended to replace Item 11Executive Compensation in its entirety as follows:

ITEM 11. EXECUTIVE COMPENSATION



The following table shows, for the fiscal years ending December 31, 2000, 1999 and 1998, the cash compensation paid by BioNebraska, as well as other
compensation paid or accrued to those years, to Thomas R. Coolidge, BioNebraska's Chairman and Chief Executive Officer, and to each of the four other most highly compensated executive officers whose
total cash compensation exceeded $100,000 during fiscal year 2000 (together with Mr. Coolidge, the "Named Executive Officers") in all capacities in which they served:

|                                                                                 |  |                |     |     |                         |  |    | Long Term
Compensation
Awards
|-------------------------------------------------------------------------------- |  | -------------- | --- | --- | ----------------------- |  | -- | -----------------------------
|
|
|
|Thomas R. Coolidge, Chairman of the Board,
Chief Executive Officer and Secretary |  | 2000
1999
1998 |     | $$$ | 309,482
294,745
256,300 |  | $$ | 
61,896
58,949              
|Fred W. Wagner, President, Chief Scientist and
Treasurer                         |  | 2000
1999
1998 |     | $$$ | 265,650
253,000
220,000 |  | $$ | 
53,130
50,600              
|Mario Ehlers, Senior Vice President and Chief
Medical Officer                    |  | 2000
1999
1998 | (1) | $$$ | 160,000
144,000
72,917  |  | $$ | 
32,000
28,800              
|Barton Holmquist, Senior Vice President,
Research and Development                |  | 2000
1999
1998 |     | $$$ | 190,000
177,100
154,000 |  | $$ | 
38,000
35,420              
|Mal Riddell, Managing Director                                                   |  | 2000
1999
1998 |     | $$$ | 160,000
150,000
130,000 |  | $$ | 
32,000
30,000              

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Mr. Coolidge,
Dr. Wagner and Dr. Holmquist have entered into employment agreements with the Company, under which either party may terminate the contract on one
year's notice. The Company has also entered into employment agreements with Dr. Ehlers and Mr. Riddell, which can be terminated by either the employee or the Company, on six month's
notice.

All
of the officers and employees of the Company, including Mr. Coolidge, Dr. Wagner, Dr. Holmquist, Dr. Ehlers and Mr. Riddell, have signed
agreements with the Company which incorporate provisions for Company ownership of all inventions and technology conceived by them which pertain to the Company's business, and the safeguarding of the
Company's confidential information and trade secrets. All of the employment agreements with the officers and key employees contain covenants prohibiting the employee from (i) competing with the
Company, (ii) interfering with its business or business relationships, and (iii) soliciting any Company personnel (employees and independent contractors) for employment elsewhere, during
employment with the Company and thereafter for specified periods after termination of employment and in the event certain compensation is paid to the officer or key employee.

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Stock Plan

The BioNebraska, Inc. Stock Plan (the "Stock Plan"), which was originally adopted in 1993 and subsequently amended, authorizes the grant of options to
purchase up to 2,140,000 shares of Common Stock. Both incentive stock options and non-qualified stock options may be granted under the Stock Plan. Exercise prices for incentive stock
options must equal the market value per share at the time of
grant. The stock options are granted with the approval of the Board of Directors of the Company or a committee thereof. As of December 31, 2000, there were outstanding options under the Stock
Plan to purchase a total of 1,645,000 shares, of which options to purchase, 965,346 shares were exercisable, and 93,005 outstanding options issued outside of the Stock Plan, which are currently
exercisable. Prior to July 2000, options were generally granted for terms of five years. In 1998, the Board approved the modification of outstanding options to purchase an aggregate of 270,000
shares issued to officers, directors, employees and consultants to extend the terms for five additional years. Consistent with industry practice, the Board elected in July 2000 to grant all new
options for ten-year terms and authorized the modification of all other outstanding options to extend the terms for five additional years, subject to consent of the holders. The Company
reported a compensation charge for financial reporting purposes in 1998 and 2000 to reflect these extensions.

Option Grants

No stock options were granted under the BioNebraska, Inc. Stock Plan to the Named Executive Officers during the year ended December 31, 2000.
Mr. Riddell received a non-qualified stock option outside the Plan in exchange for the termination of outstanding Stock Appreciation Rights with a base price of $1.77 per share.
Termination of the SAR eliminated the Company's cash obligation under the outstanding SAR. The following table contains information concerning that stock option grant.

|                |  | Option Grants in Last Fiscal Year
Individual Grants |  |    |   |   |      | 
|--------------- |  | --------------------------------------------------- |  | -- | - | - | ---- | 
|
|
|
|
|
|Malcolm Riddell |  | 35,511                                              |  | 21 | % | $ | 1.77 | 

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Option Exercises and Year-End Values

No stock options were exercised by the Named Executive Officers during the year ended December 31, 2000. The following table sets forth certain
information regarding exercisable options held by each of the Named Executive Officers at December 31, 2000.

|                   |  | Aggregated Option Exercises in Last Fiscal Year and
Option Values at Fiscal Year End
|------------------ |  | ------------------------------------------------------------------------------------
|
|
|
|Thomas R. Coolidge |  |                                                                                    
|Fred Wagner        |  |                                                                                    
|Barton Holmquist   |  |                                                                                    
|Malcolm Riddell    |  |                                                                                    
|Mario Ehlers       |  |                                                                                    

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All directors hold office for an indefinite term continuing until the next meeting of stockholders at which directors are elected. Non-employee
directors are paid $1,000 per quarter and $1,000 per meeting attended, and are reimbursed for expenses and compensated for consulting services. In addition, the current non-employee
directors have received non-qualified stock options to purchase an aggregate of 112,000 shares of Common Stock at the fair market value on the date of grant.



Mr. Jenks is a member of the Compensation Committee and also provides consulting services to BioNebraska. In 2000, Mr. Jenks earned $106,615 for
these services.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1
to the Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 14th day of June 2001.

| |  | BIONEBRASKA, INC.    
| |  | ---------------------
| |  | /s/THOMAS R. COOLIDGE
| |  | By:                  

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the Form 10-K has been signed below by the following persons in
the capacities indicated on June 14, 2001.

|Signature                               |  | Title                                                                                          |  | 
|--------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | 
|                                        |  |                                                                                                |  | 
|/s/THOMAS R. COOLIDGEThomas R. Coolidge |  | Chairman, Chief Executive Officer, Secretary and Director                                      |  | 
|/s/DAVID S. WALKERDavid S. Walker       |  | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |  | 
|*Fred W. Wagner, Ph.D.                  |  | President, Chief Scientist, Treasurer and Director                                             |  | 
|*Walter R. Barry, III                   |  | Director                                                                                       |  | 
|*Grant W. Denison, Jr.                  |  | Director                                                                                       |  | 
|*Richard A. deSouza                     |  | Director                                                                                       |  | 
|*William J. Jenkins, M.D.               |  | Director                                                                                       |  | 
|*Stephen W. Jenks                       |  | Director                                                                                       |  | 
|*Erich Sager                            |  | Director                                                                                       |  | 

|*By: |  | /s/THOMAS R. COOLIDGE               |  |  |  | 
|---- |  | ----------------------------------- |  |  |  | 
|     |  | Thomas R. Coolidge Attorney-In-Fact |  |  |  | 

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