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 January 31, 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 March 2, 1999. 
                                                  
                                                  
                                                  Total number of pages    14
                                                   
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<PAGE>
                            STERLING SUGARS, INC.
                            
                                 I N D E X 
                            
                                                                  PAGE
                                                                 NUMBER
        PART I:  FINANCIAL INFORMATION:
         
         ITEM 1. FINANCIAL STATEMENTS 

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

                 Statements of earnings and retained earnings
                 Six months ended January 31, 1999 (unaudited)            
                 and 1998 (unaudited) (restated)                   I-2
                                  
                 Statements of earnings and retained earnings
                 Three months ended January 31, 1999 (unaudited)
                 and 1998 (unaudited) (restated)                   I-3
                 
                 Statements of cash flows 
                 Six months ended January 31, 1999 (unaudited)
                 and 1998 (unaudited) (restated)                   I-4
                                  
                 Notes to condensed financial statements 
                 Three and six months ended January 31, 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





















                                                                       
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<PAGE>
                            STERLING SUGARS, INC.
                          CONDENSED BALANCE SHEETS

                                                  January 31,    July 31,
                                                     1999          1998
                                                   UNAUDITED       NOTE
     ASSETS:                                    ---------------------------
      CURRENT ASSETS:
         Cash and short-term investments        $      4,264  $    164,152 
         Accounts receivable                      10,091,258       376,308
         Inventories                              12,018,446       655,001
         Expenditures for future crops                94,291       330,760
         Deferred income taxes                       543,000       543,000
         Other current assets                        341,624       720,664 
                                                ------------- -------------
            TOTAL CURRENT ASSETS                $ 23,092,883  $  2,789,885
                                                ------------- -------------
       Property, plant and equipment - net      $ 23,670,014  $ 24,312,667
                                                ------------- -------------
       Expenditures for future crops            $  1,208,174  $  1,208,174
                                                ------------- -------------
       Notes receivable - net of allowance      $    453,228  $    497,460
                                                ------------- -------------
       Other assets                             $     38,734  $     34,002
                                                ------------- -------------
                                                $ 48,463,033  $ 28,842,188
                                                ============= ============= 
     LIABILITIES AND STOCKHOLDERS' EQUITY:
      CURRENT LIABILITIES:
        Notes Payable                           $10,030,000   $  1,135,000
        Accounts payable and accrued expenses     2,839,088        885,857
        Due cane growers                          7,282,006        239,835
        Current portion long-term debt              939,122        941,151
                                                ------------- ------------- 
            TOTAL CURRENT LIABILITIES           $21,090,216   $  3,201,843
                                                ------------- -------------
       Long-term debt                           $ 8,354,718   $  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                         15,295,954    13,138,727    
                                                ------------- ------------- 
                                                $ 17,834,199  $ 15,679,182
                                                ------------- ------------- 
             
                                                
                                                $ 48,463,033  $ 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)

                                                SIX MONTHS ENDED JANUARY 31
                                                ---------------------------
                                                      1999         1998
                                                      ----       (Restated)
                                                                   NOTE B
                                                                 ----------
        REVENUES:
         
         Sugar and molasses sales                $29,149,561   $27,449,266
         Interest earned                               1,980        15,255
         Mineral leases and royalties                 41,592        82,717
         Loss on sale of depreciable assets             -         (139,902) 
         Other                                     1,318,263       834,964  
                                                 ------------  ------------
                                                 $30,511,396   $28,242,300
                                                 ------------  ------------
        
        COSTS AND EXPENSES:
        
         Cost of products sold                   $26,021,795   $22,154,980
         General and administrative                  399,518       476,108
         Interest expense                            610,686       672,001
                                                 ------------  ------------
                                                 $27,031,999   $23,303,089 
                                                 ------------  ------------
        
        NET EARNINGS BEFORE INCOME TAXES         $ 3,479,397   $ 4,939,211
        INCOME TAXES                               1,322,170     1,876,900 
                                                 ------------  ------------
        NET EARNINGS                             $ 2,157,227   $ 3,062,311

        RETAINED EARNINGS AT BEGINNING OF PERIOD  13,138,727    11,217,274
                                                 ------------  ------------
        RETAINED EARNINGS AT END OF PERIOD       $15,295,954   $14,279,585
                                                 ============  ============

        NET EARNINGS PER SHARE                   $       .86   $      1.22
                                                 ============  ============










                    See notes to condensed financial statements




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

                                              THREE MONTHS ENDED JANUARY 31
                                              -----------------------------
                                                      1999         1998
                                                      ----       (Restated)
                                                                   NOTE B
                                                                 ----------
        REVENUES:
         
         Sugar and molasses sales                $22,027,084   $17,513,792
         Interest earned                                  51        14,261
         Mineral leases and royalties                 20,278        35,993
         Gain (loss) on sale of depreciable assets                (138,779)
         Other                                       884,986       325,162  
                                                 ------------  ------------
                                                 $22,932,399    $17,750,429
                                                 ------------  ------------
        
        COSTS AND EXPENSES:
        
         Cost of products sold                   $18,705,515   $12,475,916
         General and administrative                  234,125       374,365
         Interest expense                            350,288       381,371
                                                 ------------  ------------
                                                 $19,289,928   $13,231,652 
                                                 ------------  ------------
        
        NET EARNINGS BEFORE INCOME TAXES         $ 3,642,471   $ 4,518,777
        INCOME TAXES                               1,384,138     1,717,135
                                                 ------------  ------------
        NET EARNINGS                             $ 2,258,333   $ 2,801,642

        RETAINED EARNINGS AT BEGINNING OF PERIOD  13,037,621    11,477,943
                                                 ------------  ------------
        RETAINED EARNINGS AT END OF PERIOD       $15,295,954   $14,279,585
                                                 ============  ============

        NET EARNINGS (LOSS) PER SHARE            $       .90   $      1.12
                                                 ============  ============










                    See notes to condensed financial statements




                                      
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<PAGE>
                            STERLING SUGARS, INC.
                           STATEMENT OF CASH FLOWS
                                (UNAUDITED)
                                                  SIX MONTHS ENDED JANUARY 31
                                                  ---------------------------
                                                         1999       1998
                                                         ----     (Restated) 
                                                                    NOTE B
                                                                  ----------

   OPERATING ACTIVITIES:
    Net earnings                                   $  2,157,227  $  3,062,311
    Adjustments to reconcile net earnings to net
     cash provided by operating activities:
     Depreciation                                     1,109,744       884,493
     Loss on sale of depreciable assets                    -          139,902
    Changes in operating assets and liabilities: 
     Increase in accounts receivable                ( 9,714,950)   (2,326,949)
     Increase in inventories                        (11,363,445)  (12,794,272)
     Increase in accounts payable accrued             
      expenses and due cane growers                   8,995,402     6,878,567
     Other items - net                                  724,284       276,751
                                                    ------------ ------------
    Net cash provided by operating activities      $ (8,091,738)  $(3,879,197)
                                                    ------------ ------------
    INVESTING ACTIVITIES:
     Collection on notes receivable                      44,232       147,596
     Issuance of notes receivable                          -       (   72,662)
     Purchase of property, plant and equipment     $(   582,808) $( 1,828,177)
     Proceeds from sale of depreciable assets              -              299
                                                    -----------  ------------
     Net cash used in investing activities         $(   538,576) $( 1,752,944)
                                                    ------------ ------------
    FINANCING ACTIVITIES:
     Proceeds from short-term notes payable
      and long-term debt                           $ 22,303,200  $ 15,402,657
     Payments on short-term notes payable
      and long-term debt                            (13,832,774)   (9,862,409)
                                                    ------------ ------------
     Net cash provided by financing activities     $  8,470,426  $  5,540,248
                                                    ------------ ------------
    
    Decrease in cash and temporary investments     $(   159,888) $    (91,893)
    Cash and temporary investments at the 
     beginning of the period                            164,152       302,616
                                                    ------------ ------------
    Cash and temporary investments at the 
     end of the period                             $      4,264  $    210,723
                                                    ============ ============
                                                    
    

    Continued
               
                  See notes to condensed financial statements 


                                                                            
                                      I-4                                 -6-






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

      Supplemental information:

         Interest paid                              $  610,686  $  672,001
                                                    =========== ===========
         Income taxes paid                          $    -0-    $  225,000
                                                    =========== ===========















































                                      I-5                               -7-







<PAGE>
                            STERLING SUGARS, INC. 
                   NOTES TO CONDENSED FINANCIAL STATEMENTS
              THREE AND SIX MONTHS ENDED JANUARY 31, 1999 AND 1998
                      (UNAUDITED)          (CONTINUED)


        A. CONDENSED FINANCIAL STATEMENTS:

             The condensed balance sheet as of January 31, 1999,
           the statements of earnings and retained earnings for the three
           and six months ending January 31, 1999 and 1998, and the condensed
           statements of cash flows for the six 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 January 31, 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 January 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 January 31, 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 SIX MONTHS ENDED JANUARY 31, 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 January 31, 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
     $35.00 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 six months ended January 31, 1999
     and 1998 were as follows:
                                                1999            1998
                                             ----------------------------

         Raw sugar sales                     $28,488,330     $26,793,724
         Blackstrap molasses                     661,231         655,542
                                             ------------    ------------
                                             $29,149,561     $27,449,266
                                             ============    ============

         Sugar and molasses sales remained steady for the two periods.
     Raw sugar inventories also remained steady at $12,018,446 for the six
     months ended January 31, 1999 and $12,617,812 for the same period last
     year.





                                   I-8                                  -10-






<PAGE>

     Interest Earned: 

         Interest earned for the six month period ending January 31,
     1999 was $1,980 compared to $15,255 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.  Comparable figures were recorded for the three month
     periods ending January 31, 1999 and 1998.  They were $51 and $14,261
     respectively.

     Mineral Leases and Royalties:    
     
          Mineral leases and royalties were down for the six months ended
     January 31, 1999 at $41,592 compared to $82,217 for the same period
     last year.  With the decline in oil prices, seismic activity has also
     declined resulting in less income from that source.  A similar decline
     was registered in mineral leases and royalties for the three month
     periods ending January 31, 1999 and 1998.  These figures were $20,278
     and $35,993, respectively.
     
     Loss on the Sale of Depreciable Assets: 

          There was no loss from the sale of depreciable assets for the
     six months ended January 31, 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.

     Other Revenues: 

          Other revenues, which consist mainly of miscellaneous income items
     and cane land rentals, were $1,318,263 for the six months ended January
     31, 1999 and $834,964 for the six months ended January 31, 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.  Cane land
     rentals for that period without the charge was $1,214,077 compared to
     $1,250,422 for the current year.

     Cost of Products Sold: 

          Cost of products sold totaled $26,021,795 for the six months ended
     January 31, 1999 and $22,154,980 for the six months ended January 31,
     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 $399,518 for the six
     months ended January 31, 1999 and $476,108 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 six months ending January 31, 1999 whereas such charges
     were included in the six months ending January 31, 1998.




                                    I-9                                 -11-






<PAGE>

     Interest Expense: 
          
          Interest expense declined slightly from $672,001 for the six months
     ended January 31, 1998 to $610,686 for the six months ended January 31,
     1999.  The decline resulted from lower interest rates.  For the period
     ended January 31, 1998, the short-term interest rate was 8.50 percent.
     After January 31, 1998 and 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 six month periods
     ending January 31, 1999 and 1998 were 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 January 31, 1999, the Company had working capital of $2,002,667
     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.

         For the six month period ending July 31, 1999, the Company has
     budgeted $3,091,566 for capital improvements and repairs to the factory
     and $12,925,748 (which includes short-term debt repayment) for general
     and administrative expenses.  The Company expects to finance the
     majority of these expenditures internally with any excess financed
     short-term through a bank with which the Company has a $9,000,000 line
     of credit.























                                     
                                     I-10                               -12-





        
<PAGE>

        PART II - OTHER INFORMATION


         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8K
                  (a) Exhibits - None 
                  (b) Reports on Form 8K 
                       On August 25, 1998, the Company filed Form 8K
                       notifying the Securities and Exchange Commission
                       that the Company had changed its fiscal year from
                       January 31 to July 31.  The Form 8K is incorporated
                       herein by reference.

                       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                                -13-






<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     March 15, 1999               By /s/ Craig P. Caillier
         ---------------------------          ---------------------
                                              CRAIG P. CAILLIER
                                              PRESIDENT AND 
                                              CHIEF EXECUTIVE OFFICER



    DATE      March 15, 1999               By /s/ Stanley H. Pipes
        ----------------------------          ---------------------
                                              STANLEY H. PIPES 
                                              VICE PRESIDENT AND TREASURER





























                                     
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