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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   _________

                                  FORM 10-K/A
                         (AMENDMENT NO. 1 TO FORM 10-K)
 (Mark One)
     [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998

                                       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 0-22302

                      ILLINOIS SUPERCONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                               36-3688459
(State or other jurisdiction                                 (I.R.S. Employer
     of incorporation)                                      Identification No.)

                               451 KINGSTON COURT
                          MT. PROSPECT, ILLINOIS 60056
                                 (847) 391-9400
          (Address and telephone number of principal executive offices)

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class
                               -------------------

                    Common Stock, par value $0.001 per share
                         Preferred Stock Purchase Rights

         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. [ ]

         On March 25, 1999, 12,557,344 shares of the registrant's Common Stock
were outstanding. The aggregate market value on March 25, 1999 of the
registrant's Common Stock held by non-affiliates of the registrant was
$14,127,012.

                      DOCUMENTS INCORPORATED BY REFERENCE

         Certain portions of the registrant's definitive proxy statement for the
annual meeting of stockholders held on June 9, 1999 are incorporated by
reference in Part III of this Form 10-K.

         This Amendment to the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 is being provided to amend and restate Item
7 and to include a new auditor's consent as Exhibit 23.

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

     The information contained in this Form 10-K contains forward-looking
statements which involve certain risks, uncertainties and contingencies which
could cause the Company's actual results, performance or achievements to differ
materially from those expressed, or implied, by such statements. See the
italicized language on the introductory page of this Form 10-K.

RESULTS OF OPERATIONS

Years Ended December 31, 1998 and 1997

     The Company's net revenues increased $2,204,796 from $1,038,134 in 1997 to
$3,242,930 in 1998, as a result of increased sales of the Company's radio
frequency ("RF") front-end products. An increase in units sold contributed
$2,400,000 to the increase in net revenues. This positive variance was partially
offset by $195,000 in lower revenues as a result of price reductions. The
increase in units sold was in the Company's RangeMaster(R) product line. Price
decreases occurred in both the SpectrumMaster(R) and RangeMaster(R) product
lines. Sales of the Company's transmit products were not material.

     Net revenues in the fourth quarter of 1998 were $1,504,497, as compared to
$282,384 for the fourth quarter of 1997. This revenue growth was the result of
the increased acceptance of the Company's products by operators, price
reductions that the Company implemented in October 1998 and a large scale
deployment of the Company's products by one of the largest cellular operators in
the U.S. However, due to a decrease in customer orders and shipments, the
Company's revenues in the first quarter of 1999 were significantly lower than
revenues for the fourth quarter of 1998. Management is unable to predict whether
this decline in revenues will continue in each of the remaining fiscal quarters
of 1999. Historically, the Company has experienced quarterly fluctuations in
revenues as its products attempt to gain market acceptance while being subject
to the lengthy purchase processes of its customers. Net revenues from product
sales represent gross product shipments less reserves for potential returns.
Such reserves are based on the Company's historical product return rates. All of
the net revenues in 1997 and 1998 were from commercial product sales and leases.
The Company has concentrated its efforts on its commercial product development
programs and does not expect revenues to increase dramatically unless and until
it ships a significantly larger amount of its commercial products.

     Net revenues derived from international sales of the Company's products in
1997 and 1998 were in U.S. Dollars and were not material. Net revenues derived
from leased products in 1997 and 1998 were in U.S. Dollars and were not
material. Such products were leased to certain of the Company's customers for
testing purposes, and such products were returned to the Company after
completion of the tests.

     Cost of product sales was $7,047,347 for the year ended December 31, 1998,
as compared to $4,401,077 for the year ended December 31, 1997. The cost of net
product sales for 1998 and 1997 consisted of direct material, labor and overhead
costs associated with the products that were shipped during the year, plus
approximately $375,000 and $529,000, respectively, of costs, which consisted
primarily of allocated overhead costs, incurred to produce units in ending
finished goods inventory that exceed net realizable value. Due to low
utilization levels and excess capacity in the Company's manufacturing facility,
cost of net product sales exceeded net revenues for the years ended December 31,
1998 and 1997. The Company expects the cost of net product sales to exceed net
revenues until it manufactures and ships a significantly higher amount of its
commercial products.

     The Company's internally funded research and development expenses decreased
$1,197,235 from $4,132,019 in 1997 to $2,934,784 in 1998. Research and
development costs were reduced during 1998, as compared to 1997, primarily due
to a reduction in personnel and operating costs during 1998 resulting from the
successful development of the Company's core products, the abandonment of
certain commercially unfeasible products, and the greater efficiency of the
Company's employees as they became more experienced. The Company expects to
continue reducing its research and development expenses during 1999.



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     Selling and marketing expenses decreased to $1,847,680 in 1998 from
$1,918,044 in 1997. This decrease was due to lower advertising, recruiting and
consulting expenses during 1998 as compared to 1997. The decrease was partially
offset by increased salary and freight expenses in 1998.

     General and administrative expenses increased $597,784 from $2,772,274 in
1997 to $3,370,058 in 1998. The increase in general and administrative expenses
was due primarily to higher consultant, legal and office expenses during 1998 as
compared to 1997.

     Investment income increased $99,957 from $254,781 in 1997 to $354,738 in
1998. This increase was due to a higher average cash, cash equivalent and
investment balance during 1998.

     Interest expense increased $10,229,950 from $17,969 in 1997 to $10,247,919
in 1998. This increase was primarily due to $10,101,401 of non-cash interest
charges related to the Company's Senior Convertible Notes due May 15, 2002 (the
"Notes") issued in May 1998. See "Liquidity and Capital Resources." The Notes
were issued with a non-detachable conversion feature that was "in-the-money" on
the date of issuance, and a portion of the proceeds equal to the intrinsic value
of the conversion feature (equal to $9,918,750, and calculated as the difference
between the conversion price and the quoted market price of the Company's Common
Stock on the date of issuance multiplied by the number of shares into which the
Notes are convertible) was allocated to additional paid-in capital, thus
creating a discount to the debt. This discount was recognized as a charge to
interest expense using the effective interest method over the period from the
date of issuance to the date the Notes first became convertible (August 15, 1998
for up to one-half of the original principal amount and November 15, 1998 for
the remaining principal amount). In addition, a portion of the proceeds equal to
the fair value of the warrants issued in conjunction with the Notes (equal to
$1,230,000, and calculated using the Black-Scholes Approximation Formula) was
allocated to additional paid-in capital, thus creating an additional discount to
the debt. This discount will be recognized as a charge to interest expense using
the effective interest method over the four year term of the Notes.

Years Ended December 31, 1997 and 1996

     The Company's net revenues increased $828,312 from $209,822 in 1996 to
$1,038,134 in 1997, as a result of increased sales of the Company's RF front-end
products. Sales volumes increased in both the RangeMaster(R) and
SpectrumMaster(R) product lines. Sales of the Company's transmit products were
not material. Pricing variance had no material impact on net revenues. Net
revenues from product sales represent gross product shipments less reserves for
potential returns. Such reserves are based on the Company's historical product
return rates. A government contract accounted for $53,122 of the Company's net
revenues in 1996, while all of the net revenues in 1997 were from commercial
product sales and leases.

     Cost of net product sales was $4,401,077 for the year ended 1997, as
compared to $0 for the year ended 1996. The cost of net product sales for 1997
consisted of direct material, labor and overhead costs associated with the
products that were shipped during the year, plus approximately $529,000 of
costs, which consist primarily of allocated overhead costs, incurred to produce
units in ending finished goods inventory that exceed net realizable value. With
the introduction of the SpectrumMaster(R) Ultra product into the Company's
product line, management determined that there was little marketability for an
early SpectrumMaster(R) filter product model. Management decided, therefore, to
write down the costs associated with this early SpectrumMaster(R) inventory.
Consequently, a total of $309,000 was charged to cost of net product sales in
the fourth quarter of 1997. Due to low utilization levels and excess capacity in
the Company's manufacturing facility, cost of net product sales exceeded net
revenues for the year ended December 31, 1997.

     The Company's internally funded research and development expenses decreased
$2,290,902 from $6,422,921 in 1996 to $4,132,019 in 1997. Research and
development costs were reduced during 1997, as compared to 1996, primarily due
to the initiation of full-scale manufacturing activities during 1997. Costs
associated with manufacturing activities during 1997 were recorded as
manufacturing overhead expenses and were charged as cost


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of product sales. Costs associated with the development of manufacturing
activities and processes during 1996 were recorded as research and development
expenses during that period. Additional reductions of research and development
costs in 1997 as compared to 1996 are due to reductions in personnel, materials
and other operating costs.

     Selling and marketing expenses increased to $1,918,044 in 1997 from
$1,834,640 in 1996. This increase was due to the addition of sales personnel and
expanded product marketing and advertising efforts during 1997 as compared to
1996. The increase was partially offset by reduced consulting costs during 1997.

     General and administrative expenses decreased $518,536 from $3,290,810 in
1996, to $2,772,274 in 1997. The decrease in general and administrative expenses
was due primarily to lower administrative personnel, consultant and legal
expenses during 1997 as compared to 1996.

     Investment income decreased $249,130 from $503,911 in 1996 to $254,781 in
1997. This decrease was due to a lower average cash equivalent and investment
balance during 1997.

     Interest expense decreased $11,633 from $29,602 in 1996, to $17,969 in
1997. The decrease is primarily due to a lower average outstanding debt balance
during 1997.

IMPACT OF YEAR 2000

     The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Computer programs
that have time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities.

     The Company has established a task force comprised of several employees to
evaluate the Company's status with respect to the Year 2000 Issue. The task
force has identified the following areas as possibly being affected by the Year
2000 issue: (1) IT and non-IT systems, (2) manufacturing applications and (3)
third-party relationships. For each of these areas, the Company is in the
process of identifying and assessing specific software, equipment and systems
which are potentially susceptible to the Year 2000 Issue. The Company expects to
develop and implement corrective actions to ensure that by September 30, 1999
its software, equipment and systems will function properly with respect to dates
in the year 2000 and thereafter. The Company believes the total cost of such
year 2000 compliance activities will not be material. The Company believes that
it has no material exposure to contingencies related to the Year 2000 Issue for
the products that it has sold to date.

     The Company processes its transactions and applications utilizing a network
of personal computers. In addition, the Company's telephone system, fax
machines, payroll, alarm systems and other miscellaneous systems utilize
computer equipment and software. The Company is identifying which software and
equipment needs to be upgraded. Based on its assessment to date, the Company
does not believe that significant modifications or replacement of its software
systems will be required to be year 2000 compliant. Most of the software used by
the Company in operational applications has been acquired within the past 18
months and is year 2000 compliant.

     The Company's manufacturing activities rely on machine tools and test
stations, each of which contain embedded technology. The Company has identified
the particular hardware and software systems used in such manufacturing
applications. The Company is communicating orally and in writing with suppliers
of these systems and based on such conversations believes the manufacturing
applications are year 2000 compliant.

     The Company relies on third party suppliers for raw materials, utilities
and other key supplies and services. The Company, therefore, recognizes that it
is vulnerable to third party suppliers that fail to remediate their own Year



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2000 Issues. The Company is communicating orally and in writing with its
significant suppliers to determine their year 2000 compliance status. The
Company is also dependent upon its customers for sales and cash flow. The
Company does not currently have any formal information concerning the year 2000
compliance status of its customers, but has received indications that most of
the Company's customers are working on year 2000 compliance.

     The Company's most reasonably likely worst case scenario with respect to
the Year 2000 Issue is that (1) its manufacturing applications may malfunction
and (2) third party suppliers of raw materials and utilities and customers may
be unable to remediate their own Year 2000 Issues. In such scenario, the Company
could experience manufacturing interruptions, delays in distribution of its
products and reduced sales. This would have a material adverse effect on the
Company's operations. The Company currently has no contingency plan in event
such reasonably likely worst case scenario occurs.

     The Company currently believes that the Year 2000 Issue will not pose
significant operational problems for the Company. However, if all Year 2000
Issues are not properly identified or remediated on a timely basis, the
Company's results of operations or relationships with customers and suppliers
may be materially adversely affected. There can be no guarantee that the systems
of other companies on which the Company relies will be timely converted or that
their failure to do so would not have a material adverse effect on the Company's
operations.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 1998, the Company's cash, cash equivalents and investments,
including certain restricted investments, were $2,489,942, reflecting a decrease
of $1,157,257 from $3,647,199 at December 31, 1997. $680,696 in principal amount
of promissory notes, plus $138,355 of accrued interest thereon, from certain
stockholders is outstanding as of December 31, 1998. These notes were due on
April 30, 1997. The Company has filed a lawsuit to collect on the outstanding
balance, but there can be no assurance when and if such promissory notes will be
repaid. See "Item 3. Legal Proceedings."

     The continuing development of and expansion in sales of the Company's RF
filter product lines will require continued commitment of substantial funds to
undertake continued product development and manufacturing activities and to
market and sell its RF front-end products. The actual amount of the Company's
future funding requirements will depend on many factors, including: the amount
and timing of future revenues, the level of product marketing and sales efforts
to support the Company's commercialization plans, the magnitude of its research
and product development programs, the ability of the Company to improve product
margins, the cost of additional plant and equipment for manufacturing and the
costs involved in protecting the Company's patents or other intellectual
property.

     On May 15, 1998, the Company entered into a Securities Purchase Agreement
(the "Agreement") with various parties. Under the terms of the Agreement, the
Company issued and sold $10,350,000 in aggregate principal amount of the Notes
and issued warrants to purchase 4,140,000 shares of the Company's Common Stock
(the "Warrants"). The Notes bear interest at 2% per annum, payable in cash or in
shares of the Company's Common Stock at the Company's option, and mature on May
15, 2002. Holders of the Notes may convert the principal amount, plus accrued
and unpaid interest, if any, into shares of the Company's Common Stock at a
fixed conversion price of $1.50 per share. Conversions were not permitted during
the first 90 days following the issuance of the Notes and were limited to
one-half of the original principal amount during the period from 91 to 180 days
after the issuance of the Notes. On and after May 15, 2000, the Company may
redeem all or a portion of the Notes at a redemption price equal to the
principal amount plus accrued interest thereon, if any, under certain
conditions. The Warrants have an exercise price of $3.75 per share and expire on
May 15, 2001. The Agreement contains several covenants which limit the Company's
ability to incur additional indebtedness and to create any lien, pledge, or
encumbrance on any assets of the Company.



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     On March 31, 1999, the Company privately issued an aggregate of $3.3
million initial principal amount of Senior Convertible Notes due May 15, 2002
(the "New Notes") and issued warrants to purchase 1,320,000 shares of the
Company's Common Stock (the "New Warrants"). The New Notes bear interest at the
rate of 6% per annum, payable in cash or shares of Common Stock at the Company's
option, and mature on May 15, 2002. Holders of the New Notes may convert the
principal amount, plus accrued and unpaid interest, if any, into shares of the
Company's Common Stock at a fixed conversion price of $1.125 per share. On and
after May 15, 2000, the Company may redeem all or a portion of the New Notes at
a redemption price equal to the principal amount plus accrued interest thereon,
if any, under certain conditions. The New Warrants have an exercise price of
$1.4625 per share and expire on March 31, 2002. In the event that the Company
fails to achieve break-even or positive operating income during the second
quarter of 2000, the New Notes, together with the Notes, may become immediately
due and payable unless the holders thereof agree to modify or waive such
provision. Concurrently with the issuance of the New Notes, the Company amended
certain terms of $5.5 million in aggregate principal amount of the Notes (the
"Amended Notes") and the Warrants exercisable for an aggregate of 2,200,000
shares of the Company's Common Stock (the "Amended Warrants") issued in
connection therewith. The Amended Notes were amended to bear interest at the
rate of 6% per annum, payable in cash or shares of the Company's Common Stock at
the Company's option, and the fixed conversion price for the Amended Notes was
reduced from $1.50 to $1.125 per share. The exercise price of the Amended
Warrants was reduced from $3.75 to $1.4625 per share.

     Despite the recently completed issuance and sale of New Notes, the Company
believes that during the fourth quarter of 1999 it will require substantial
additional funds to finance its product development, manufacturing and marketing
activities. The Company's strategy to generate sufficient working capital to
fund its operations and cash requirements in the future includes advancing
market penetration with OEMs and customers in overseas markets, building strong
and enduring relationships with existing customers and expanding product
offerings to meet varying customer needs, reducing product costs through
economies of scale in material purchases, refinement of the manufacturing
processes, and the further implementation of an overhead reduction program. The
Company is actively seeking financing in order to obtain working capital to
continue its operations according to its current operating plan through the
fourth quarter of 1999 and beyond. If the Company is unable to obtain adequate
funds when needed in the future, the Company would be required to substantially
delay, scale-back or eliminate the manufacturing, marketing or sales of one or
more of its products or research and development programs, or may be required to
obtain funds through arrangements with collaborative partners or others that may
require the Company to relinquish rights to certain of its technologies, product
candidates or potential products that the Company would not otherwise
relinquish.







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                                    SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                   ILLINOIS SUPERCONDUCTOR CORPORATION


                                   By: /s/ EDWARD W. LAVES
                                       ----------------------------------------
                                       Edward W. Laves, Ph.D.
                                       President and Chief Executive Officer
Dated:  June 15, 1999
















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                                  EXHIBIT INDEX

  EXHIBIT
  NUMBER                     DESCRIPTION OF EXHIBITS
  ------                     -----------------------

    23.       Consent of Ernst & Young LLP.













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