SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549
                                   FORM 10-Q

        [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended April 30, 1999

                                       OR

        [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

        For the transition period from_________________to__________________


                         COMMISSION FILE NUMBER  0-1287


                              STERLING SUGARS, INC.
        ____________________________________________________________________
              Exact name of registrant as specified in its charter


                 Delaware                              72-0327950
        _______________________________       ______________________________
        State or other jurisdiction of         IRS employer identification
        incorporation or organization                     number


            P. O. Box 572, Franklin, La.                   70538
        ____________________________________________________________________
        Address of principal executive offices            Zip Code


        Registrant's telephone number including area code       318 828 0620

                                  Not Applicable
        ____________________________________________________________________
        Former name, former address and former fiscal year, if changed since
        last report.


        Indicate by check mark whether 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 such shorter
        period that the registrant was required to file such reports), and
        (2) has been subject to such filing requirments for the past 90 days.

        YES X  NO

        There were 2,500,000 common shares outstanding at June 2, 1999.


                                                  Total number of pages    15

                                                                          -1-







<PAGE>
                            STERLING SUGARS, INC.

                                 I N D E X

                                                                  PAGE
                                                                 NUMBER
        PART I:  FINANCIAL INFORMATION:

         ITEM 1. FINANCIAL STATEMENTS

                 Condensed balance sheets April 30, 1999
                 (unaudited) and July 31, 1998                     I-1

                 Statements of earnings and retained earnings
                 Nine months ended April 30, 1999 (unaudited)
                 and 1998 (unaudited) (restated)
                 and 1998 (unaudited) (restated)                   I-2

                 Statements of earnings and retained earnings
                 Three months ended April 30, 1999 (unaudited)
                 and 1998 (unaudited) (restated)                   I-3

                 Statements of cash flows
                 Nine months ended April 30, 1999 (unaudited)
                 and 1998 (unaudited) (restated)                   I-4

                 Notes to condensed financial statements
                 Three and nine months ended April 30, 1999
                 and 1998                                          I-6

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS     I-8

        PART II. OTHER INFORMATION:

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8K                  II-1






















                                                                      -2-






<PAGE>
                            STERLING SUGARS, INC.
                          CONDENSED BALANCE SHEETS

                                                   April 30,    July 31,
                                                     1999          1998
                                                   UNAUDITED       NOTE
     ASSETS:                                    ---------------------------
      CURRENT ASSETS:
         Cash and short-term investments        $      2,361  $    164,152
         Accounts receivable                       5,678,849       376,308
         Inventories                               4,824,615       655,001
         Expenditures for future crops               125,705       330,760
         Deferred income taxes                       543,000       543,000
         Other current assets                        526,567       720,664
                                                ------------- -------------
            TOTAL CURRENT ASSETS                $ 11,701,097  $  2,789,885
                                                ------------- -------------
       Property, plant and equipment - net      $ 24,040,411  $ 24,312,667
                                                ------------- -------------
       Expenditures for future crops            $  1,208,174  $  1,208,174
                                                ------------- -------------
       Notes receivable - net of allowance      $    456,712  $    497,460
                                                ------------- -------------
       Other assets                             $     42,588  $     34,002
                                                ------------- -------------
                                                $ 37,448,982  $ 28,842,188
                                                ============= =============
     LIABILITIES AND STOCKHOLDERS' EQUITY:
      CURRENT LIABILITIES:
        Notes Payable                           $ 4,188,030   $  1,135,000
        Accounts payable and accrued expenses     1,479,193        885,857
        Due cane growers                          4,275,624        239,835
        Current portion long-term debt              950,877        941,151
                                                ------------- -------------
            TOTAL CURRENT LIABILITIES           $10,893,724   $  3,201,843
                                                ------------- -------------
       Long-term debt                           $ 8,260,054   $  8,777,263
                                                ------------- -------------
       Deferred income taxes                    $ 1,183,900   $  1,183,900
                                                ------------- -------------

     STOCKHOLDERS' EQUITY:
        Common stock                            $  2,500,000  $  2,500,000
        Additional paid in capital                    38,245        40,455
        Retained earnings                         14,573,059    13,138,727
                                                ------------- -------------
                                                $ 17,111,304  $ 15,679,182
                                                ------------- -------------


                                                $ 37,448,982  $ 28,842,188
                                                ============= =============

       NOTE: The balance sheet at July 31, 1998 has been taken from the
             audited financial statements at that date, and condensed.

                   See notes to condensed financial statements

                                      I-1                               -3-






<PAGE>
                            STERLING SUGARS, INC.
                 STATEMENT OF EARNINGS AND RETAINED EARNINGS
                                 (UNAUDITED)

                                                NINE MONTHS ENDED APRIL 30
                                                ---------------------------
                                                      1999         1998
                                                      ----       (Restated)
                                                                   NOTE B
                                                                 ----------
        REVENUES:

         Sugar and molasses sales                $37,658,969   $39,687,828
         Interest earned                               3,800        16,237
         Mineral leases and royalties                 81,882       113,954
         Loss on sale of depreciable assets             -         (139,902)
         Gain on sale of land                        299,495          -
         Other                                     1,422,816       848,931
                                                 ------------  ------------
                                                 $39,466,962   $40,527,048
                                                 ------------  ------------

        COSTS AND EXPENSES:

         Cost of products sold                   $35,515,072   $34,885,123
         General and administrative                  709,281       741,004
         Interest expense                            929,171       952,568
                                                 ------------  ------------
                                                 $37,153,524   $36,578,695
                                                 ------------  ------------

        NET EARNINGS BEFORE INCOME TAXES         $ 2,313,438   $ 3,948,353
        INCOME TAXES                                 879,106     1,500,374
                                                 ------------  ------------
        NET EARNINGS                             $ 1,434,332   $ 2,447,979

        RETAINED EARNINGS AT BEGINNING OF PERIOD  13,138,727    11,847,433
                                                 ------------  ------------
        RETAINED EARNINGS AT END OF PERIOD       $14,573,059   $14,295,412
                                                 ============  ============

        NET EARNINGS PER SHARE                   $       .57   $       .98
                                                 ============  ============










                    See notes to condensed financial statements




                                      I-2                                 -4-






<PAGE>
                            STERLING SUGARS, INC.
                 STATEMENT OF EARNINGS AND RETAINED EARNINGS
                                 (UNAUDITED)

                                              THREE MONTHS ENDED APRIL 30
                                              -----------------------------
                                                      1999         1998
                                                      ----       (Restated)
                                                                   NOTE B
                                                                 ----------
        REVENUES:

         Sugar and molasses sales                $ 8,509,408   $12,238,562
         Interest earned                               1,820           982
         Mineral leases and royalties                 40,290        31,237
         Gain on sale of land                        299,495          -
         Other                                       104,553        13,967
                                                 ------------  ------------
                                                 $ 8,955,566    $12,284,748
                                                 ------------  ------------

        COSTS AND EXPENSES:

         Cost of products sold                   $ 9,493,240   $12,730,143
         General and administrative                  309,763       264,896
         Interest expense                            238,563       280,567
                                                 ------------  ------------
                                                 $10,041,566   $13,275,606
                                                 ------------  ------------

        NET LOSS BEFORE INCOME TAXES             $(1,086,000)  $  (990,858)
        INCOME TAXES (CREDIT)                       (412,680)     (376,526)
                                                 ------------  ------------
        NET LOSS                                 $  (673,320)  $  (614,332)

        RETAINED EARNINGS AT BEGINNING OF PERIOD  13,138,727    14,279,585
                                                 ------------  ------------
        RETAINED EARNINGS AT END OF PERIOD       $12,465,407   $13,665,253
                                                 ============  ============

        NET LOSS PER SHARE                       $ (     .27)  $ (     .25)
                                                 ============  ============










                    See notes to condensed financial statements





                                      I-3                                 -5-






<PAGE>
                            STERLING SUGARS, INC.
                           STATEMENT OF CASH FLOWS
                                (UNAUDITED)
                                                  NINE MONTHS ENDED APRIL 30
                                                  ---------------------------
                                                         1999       1998
                                                         ----     (Restated)
                                                                    NOTE B
                                                                  ----------

   OPERATING ACTIVITIES:
    Net earnings                                   $  1,434,332  $  2,447,979
    Adjustments to reconcile net earnings to net
     cash provided by operating activities:
     Depreciation                                     1,650,464     1,414,618
     Loss on sale of depreciable assets                    -          139,902
     Gain on sale of land                              (299,495)         -
    Changes in operating assets and liabilities:
     Increase in accounts receivable                ( 5,302,541)   (4,700,725)
     Increase in inventories                        ( 4,169,614)   (1,621,478)
     Increase in accounts payable accrued
      expenses and due cane growers                   4,629,125     1,502,775
     Other items - net                                   88,911       799,106
                                                    ------------ ------------
    Net cash provided by operating activities      $ (1,968,818)  $(   17,823)
                                                    ------------ ------------
    INVESTING ACTIVITIES:
     Collection on notes receivable                      78,774       129,288
     Issuance of notes receivable                        38,026          -
     Purchase of property, plant and equipment     $( 1,078,763) $( 2,528,109)
     Proceeds from sale of depreciable assets              -              299
     Proceeds from sale of land                         299,495          -
                                                    -----------  ------------
     Net cash used in investing activities         $(   738,520) $( 2,398,522)
                                                    ------------ ------------
    FINANCING ACTIVITIES:
     Proceeds from short-term notes payable
      and long-term debt                           $ 27,568,607  $ 17,155,275
     Payments on short-term notes payable
      and long-term debt                            (25,023,060)  (16,723,413)
                                                    ------------ ------------
     Net cash provided by financing activities     $  2,545,547  $    431,862
                                                    ------------ ------------

    Decrease in cash and temporary investments     $(   161,791) $( 1,984,483)
    Cash and temporary investments at the
     beginning of the period                            164,152       302,616
                                                    ------------ ------------
    Cash and temporary investments at the
     end of the period                             $      2,361  $( 1,681,867)
                                                    ============ ============



    Continued

                  See notes to condensed financial statements

                                      I-4                                 -6-






<PAGE>
                            STERLING SUGARS, INC.
                           STATEMENT OF CASH FLOWS
                                (UNAUDITED)

      Supplemental information:

         Interest paid                              $  838,088  $  843,539
                                                    =========== ===========
         Income taxes paid                          $    -0-    $  225,000
                                                    =========== ===========















































                                      I-5                               -7-







<PAGE>
                            STERLING SUGARS, INC.
                   NOTES TO CONDENSED FINANCIAL STATEMENTS
              THREE AND NINE MONTHS ENDED APRIL 30, 1999 AND 1998
                      (UNAUDITED)          (CONTINUED)


        A. CONDENSED FINANCIAL STATEMENTS:

             The condensed balance sheet as of April 30, 1999,
           the statements of earnings and retained earnings for the three
           and  nine months ending April 30, 1999 and 1998, and the condensed
           statements of cash flows for the nine month periods then
           ended have been prepared by the Company, without audit.  In
           the opinion of management, all adjustments (which include
           only normal recurring adjustments) necessary to present
           fairly the financial position, results of operations and
           cash flows at April 30, 1999 and for all periods presented
           have been made.

             Certain information and footnote disclosures normally
           included in financial statements prepared in accordance with
           generally accepted accounting principles have been condensed
           or omitted.  It is suggested that these condensed financial
           statements be read in conjunction with the July 31, 1998
           report to stockholders and/or the transition Form 10-K filed with
           the Securities and Exchange Commission on October 30, 1998.
           The results of operations for the period ending April 30, 1999
           are not necessarily indicative of the operating results expected
           for the full year.





























                                      I-6                                -8-






<PAGE>
                            STERLING SUGARS, INC.
                   NOTES TO CONDENSED FINANCIAL STATEMENTS
             THREE AND NINE MONTHS ENDED APRIL 30, 1999 AND 1998
                                (UNAUDITED)

        B. CHANGE OF FISCAL YEAR

           The Company changed its fiscal year from January 31 to July 31 of
           each year and was audited for the six month period
           ending July 31, 1998.  In conjunction with the audit, a transition
           Form 10K was filed with the Securities and Exchange Commission on
           October 30, 1998.

           In past years the Company deferred sales and costs related
           to the coming grinding season for the first three quarters of the
           fiscal year in order to properly match revenues and expenses.
           With the change in the fiscal year, these deferrals are no longer
           necessary.

           To provide comparable financial statements for the periods
           ending April 30, 1999 and 1998, the Statement of earnings and
           retained earnings and the Statement of cash flows for the previous
           year have been restated.


































                                 I-7                                     -9-







<PAGE>
                            STERLING SUGARS, INC.
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Results of Operations:

      General Information:

         The Company's grinding season commenced on October 1, 1998 and
     ended January 9, 1999.  A total of 1,031,144 tons of sugarcane were
     processed which was a company record.  The Company processed 899,989
     tons last year also a company record at that time.

         Sugar yield was down this year at 187.87 pounds of sugar per ton
     of sugarcane compared to 210.31 pounds the previous year.  The lower
     yield for the current year was most likely caused by the unusually
     warm weather experienced throughout the harvesting season.  This caused
     the cane to continue its growth.  Sugarcane uses sugar for
     growth thereby causing a decrease in sugar yield while at the same time
     increasing the yield of sugarcane per acre.  Even though the Company
     ground 131,155 tons of cane more than last year, only slightly more
     sugar was produced.  For the current crop, the Company produced
     193,724,015 pounds of raw sugar compared to 189,284,124 pounds the
     previous year.  The price of raw sugar remained approximately the same
     for both years.

         Blackstrap molasses production increased from 4.86 gallons per ton
     the previous year to 5.20 gallons per ton of cane for the current year.
     Total production of molasses was 4,376,292 gallons last
     year compared to 5,356,924 gallons this year.  However, the increased
     production was offset by a decline in price for blackstrap molasses.
     The price last year was quoted at $57.50 per ton of molasses (there are
     171 gallons of molasses per ton) compared to the current price of
     $32.50 per ton.  Lower demand worldwide, particularly in the Asian
     sector, has caused the price to drop.

     Sugar and Molasses Sales:

         Sugar and molasses sales for the nine months ended April 30, 1999
     and 1998 were as follows:
                                                1999            1998
                                             ----------------------------

         Raw sugar sales                     $36,834,532     $38,641,894
         Blackstrap molasses                     824,437       1,045,934
                                             ------------    ------------
                                             $37,658,969     $39,687,828
                                             ============    ============









                                   I-8                                 -10-







<PAGE>

         Sugar and molasses sales remained steady for the two periods.
     Raw sugar inventories were $4,168,485 for the nine months ended April
     30, 1999 and $1,816,416 for the same period last year.  The difference
     in inventories is reflected in the raw sugar sales above given that
     the quantity of sugar produced and the price were approximatley the
     same.  Although the Company produced more molasses in the current year,
     sales are down due to a drop in price.  The current price for molasses
     is $32.50 per ton compared to $57.50 at the same time last year.  The
     price drop is a result of an over supply of molasses worldwide coupled
     with lesser demand.

     Interest Earned:

         Interest earned for the nine month period ending April 30,
     1999 was $3,800 compared to $16,237 for the same period last year.  The
     interest income for the current period reflects the smaller amount of
     funds available for short-term investment and to a lesser extent lower
     interest rates.

     Mineral Leases and Royalties:

          Mineral leases and royalties were down for the nine months ended
     April 30, 1999 at $81,882 compared to $113,957 for the same period
     last year.  With the decline in oil prices, seismic activity has also
     declined resulting in less income from that source.  Mineral leases and
     royalties increased for the three month periods ending April 30, 1999
     and 1998.  These figures were $40,290 and $31,237, respectively.  The
     increase resulted from the renewal of an oil and gas lease on 321 acres
     in St. Mary Parish during the quarter ended April 30, 1999.

     Loss on the Sale of Depreciable Assets:

          There was no loss from the sale of depreciable assets for the
     nine months ended April 30, 1999.  A loss of $139,902 was recorded
     for the same period last year.  This loss resulted from the sale or
     scrapping of obsolete machinery and equipment.

     Gain on the Sale of Land:

          In February, 1999, the Company sold 1,795.31 acres to the U. S.
     Corps of Engineers under threat of expropriation.   The sale resulted
     in a gain of $299,495.  The land sold consisted entirely of low lands
     and wet lands.  The Company retained mineral rights to the land.  To
     avoid tax consequences, the Company purchased 416.07 acres of like-kind
     property for $503,940.  This purchased property is principally cane land.











                                   I-9                                  -11-







<PAGE>

     Other Revenues:

          Other revenues, which consist mainly of miscellaneous income items
     and cane land rentals, were $1,422,816 for the nine months ended April
     30, 1999 and $848,931 for the nine months ended April 30, 1998.  The
     1998 other revenues amount includes a one time charge of $440,000 against
     cane rental income of Oaklawn Plantation made in conjunction with the
     purchase of approximatley 8,500 acres in December, 1996.  For the three
     months ended April 30, 1999 and 1998, other revenues were $104,553 and
     $13,967, respectively.  The 1999 amount included for the first time cane
     land rentals for land that had been purchased in LaFourche Parish
     the previous year.

     Cost of Products Sold:

          Cost of products sold totaled $35,515,072 for the nine months ended
     April 30, 1999 and $34,885,123 for the nine months ended April 30,
     1998.  The costs charged to this account are relative to the sales of
     raw sugar and molasses.

     General and Administrative Expenses:

          General and administrative expenses were $709,281 for the nine
     months ended April 30, 1999 and $741,004 for the same period last
     year.  The principal difference in two amounts is auditing expense.
     Because of the change in fiscal year, the Company incurred no auditing
     expense for the nine months ending April 30, 1999 whereas such charges
     were included in the nine months ending April 30, 1998.

     Interest Expense:

          Interest expense decreased slightly from $952,568 for the nine
     ended April 30, 1998 to $929,171 for the nine months ended April 30,
     1999.  The decline resulted from lower interest rates.  For the period
     ended April 30, 1998, the short-term interest rate was 8.50 percent.
     Beginning in August, 1998, the rate declined steadily with the rate
     stabilizing at 6.75 percent in November, 1998. The Company also
     renegotiated the terms of a long-term loan with a bank from a rate of
     8.25 percent to 8.00 percent effective October 1, 1998.

     Income Taxes:

          The income tax expense for the three and nine month periods
     ending April 30, 1999 and 1998 was recorded at the statutory rate
     of 38 percent which reflects the 34 percent federal corporate rate plus
     4 percent state income taxes.

     Liquidity and Capital Resources:

          At April 30, 1999, the Company had working capital of $807,373
     compared to a negative working capital of $411,958 at July 31, 1998.
     Due to the seasonal nature of the industry, it is not uncommon to have
     a negative working capital balance just before the start of the new
     season.



                                   I-10                                 -12-






<PAGE>

         For the six month period ending July 31, 1999, the Company has
     budgeted $4,275,950 for capital improvements and repairs to the factory
     and $14,194,473 (which includes short-term debt repayment) for general
     and administrative expenses.  At April 30, 1999, short-term debt was
     $4,188,030 and the Company expects to substantially pay off the debt by
     the year ended July 31, 1999. The remainder of the budgeted expenditures
     will be financed internally with any excess financed short-term through
     a bank with which the Company has a $9,000,000 line of credit.















































                                     I-11                               -13-







<PAGE>

        PART II - OTHER INFORMATION


         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8K
                  (a) Exhibits - None
                  (b) Reports on Form 8K

                       On March 8, 1999, the Company filed Form 8K
                       notifying the Securities and Exchange Commission
                       that the Company had changed auditors. The Form 8K
                       is incorporated herein by reference.














































                                     II-1                                -14-







<PAGE>
                                  SIGNATURES



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




                                             STERLING SUGARS, INC.
                                             ---------------------
                                                 (REGISTRANT)


     DATE     June 11, 1999               By /s/ Craig P. Caillier
         ---------------------------          ---------------------
                                              CRAIG P. CAILLIER
                                              PRESIDENT AND
                                              CHIEF EXECUTIVE OFFICER



    DATE      June 11, 1999               By /s/ Stanley H. Pipes
        ----------------------------          ---------------------
                                              STANLEY H. PIPES
                                              VICE PRESIDENT AND TREASURER






























                                     II-2                                -15-