U.S. SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q/A
Amendment No. 1 to Form 10-Q/A  (Mark One) XXX
  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
  SEPTEMBER 30, 2000____
  TRANSITION REPORT UNDER SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM 
  TO
  Commission File Number 000-30493 BioNebraska, Inc.(Exact name of small business issuer as
  specified in its charter)Delaware
  47-0727668(State or other jurisdiction
  (I.R.S. Employerof incorporation or organization
  Identification No.)3820 N.W. 46th Street, Lincoln,
  Nebraska
  68524-1637(Address of principal executive offices)
  Zip Code
 (402) 470-2100(Issuer's Telephone Number)  Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the registrant was required
to file such report), and (2) has been subject to such filing requirements for
the past 90 days.   YES X   NO As of
October 27, 2000 the Company had 7,297,220 shares of Common Stock, $.01 par
value per share, outstanding. BIONEBRASKA, INC.
INDEX

This Form
10-Q is hereby amended to replace the Financial Statements in Item 1 of Part I
as follows:

PART I.FINANCIAL
INFORMATION

ITEM 1.
  FINANCIAL STATEMENTSCondensed Consolidated Balance Sheets as ofSeptember 30, 2000 and December 31, 1999
  (unaudited)Condensed Consolidated Statement of Operationsfor thethree
  and nine month periods ended September 30, 2000and
  September 30, 1999 (unaudited)Condensed Consolidated Statement of Cash Flowsfor thenine
  month periods ended September 30, 2000 and September 30, 1999  (unaudited)Notes to Financial StatementsSIGNATURES

BioNebraska,
Inc.(a development stage
company)Condensed Consolidated Balance Sheets(unaudited)

September 30,
  December 31,2000
  1999ASSETS
  (As restated,
  (As restated,see Note 2)
  see Note 2)Current AssetsCash and cash
  equivalents
  $12,099,834
  $18,393,567Receivables
  10,002
  13,896Inventories
  39,265
  35,172Total
  Current Assets
  12,149,101
  18,442,635Property and Equipment, at cost
  8,658,299
  6,428,248Less: accumulated
  depreciation
  2,723,645
  2,085,439Net
  property and equipment
  5,934,654
  4,342,809Patents and Patents Licensed,
  at cost
  719,747
  719,747Less: accumulated amoritization
  160,098
  128,805Net
  patents and patents licensed
  559,649
  590,942Other Assets:Licensing
  agreements, net of amortization
  92,500
  82,500Deposits and fees
  45,874
  45,717Deferred Financing
  costs, net of amortization
  448,603
  -Total
  Other Assets
  586,977
  128,217TOTAL
  ASSETS
  $19,230,381
  $23,504,603LIABILITIES AND SHAREHOLDERS' EQUITYCurrent Liabilities:Accounts payable
  and accrued expenses
  1,009,458
  1,637,605Accrued stock
  appreciation rights
  956,377
  956,377Long-Term
  obligations - current portion
  898,757
  565,335Total
  Current Liabilities
  2,864,592
  3,159,317Long-Term Liabilities:Long-Term
  obligations, less current maturities
  $1,923,727
  $1,414,369Total
  Liabilities
  4,788,319
  4,573,686Redeemable Preferred StockSeries A,E,F ($0.01
  par value, 411,750 sharesauthorized,
  138,938 issued and outstanding,at
  redemption value)
  16,449,170
  15,453,012Shareholders' EquityCommon stock,
  ($0.01 par value, 20,000,000shares
  authorized, 7,297,220 and 6,719,233shares
  issued and outstanding)
  72,972
  67,192Convertible
  preferred stock, Series B,C,D,G($0.01
  par value; 216,500 shares authorized,148,104
  shares issued and outstanding)
  1,481
  1,481Additional
  paid-in capital
  52,640,758
  47,369,275Deficit
  accumulated during thedevelopment
  stage
  (54,722,319)
  (43,960,043)Total
  Shareholders' Equity/(Deficit)
  (2,007,108)
  3,477,905TOTAL
  LIABILITIES ANDSHAREHOLDER'S
  EQUITY/(DEFICIT)
  $19,230,381
  $23,504,603See accompanying notes

BIONEBRASKA, INC.(a development
stage company)Condensed Consolidated Statement of Operations(unaudited)

Three Months Ended
  September 30,
  Nine Months Ended
  September 30,

  Cumulative period
  From April 15, 1988
  (date of incorporation)2000
  1999
  2000
  1999
  to September 30, 2000Revenues
  $2,545
  $960
  $10,040
  $2,136
  $3,660,377Operating Costs and ExpensesGeneral and administrative
  653,167
  528,867
  1,848,809
  1,516,836
  15,546,296Clinical trials
  483,174
  78,844
  2,319,330
  736,745
  4,009,079Research and development
  2,281,458
  1,718,954
  6,882,640
  6,207,683
  38,978,142Total
  Operating Costs and Expenses
  3,417,799
  2,326,665
  11,050,779
  8,461,264
  58,533,517Net Operating Loss
  (3,415,254)
  (2,325,705)
  (11,040,739)
  (8,459,128)
  (54,873,140)Other Income (Expense)Interest income
  164,140
  30,774
  577,865
  135,985
  1,434,592Interest expense
  (150,612)
  (32,511)
  (299,401)
  (150,031)
  (1,283,771)13,528
  (1,737)
  278,464
  (14,046)
  150,821NET LOSS
  $(3,401,726)
  $(2,327,442)
  $(10,762,275)
  $(8,473,174)
  $(54,722,319)Preferred stock dividends accreted and cumulating
  but not declared
  $(693,055)
  $(693,055)
  $(2,079,166)
  $(2,079,166)
  $(9,181,150)Net loss applicable to common stock
  $(4,094,781)
  $(3,020,497)
  $(12,841,441)
  $(10,552,340)
  $(63,903,469)Basic and diluted net loss per common share
  $(0.57)
  $(0.61)
  $(1.82)
  $(2.24)
  $(1.30)Average number of common shares outstanding
  7,184,721
  4,933,582
  7,042,125
  4,701,264
  3,924,440See accompanying notes

BIONEBRASKA, INC.(a development stage
company)Condensed Consolidated Statement of Cash Flows(unaudited)

Nine Months Ended
  September 30,
  Cumulative period
  From April 15, 1988
  (date of incorporation)2000
  1999
  to September 30, 2000CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
  $(10,762,275)
  $(8,473,174)
  $(54,722,319)Adjustments to reconcile net
  loss to net cash flows from operating activities:Depreciation and amortization
  669,499
  310,858
  3,122,717Deferred financing costs
  64,086
  -
  64,086Expensing acquisition of in
  process research & development
  -
  700,000
  1,200,000Modification of stock options
  -
  -
  810,000Change in operating assets and
  liabilities:Accounts receivable
  and other current assets
  (199)
  (30,348)
  (49,266)Accounts payable
  and accrued expenses
  (628,146)
  212,914
  1,965,835Net
  cash flows from operating activities
  (10,657,035)
  (7,279,750)
  (47,608,947)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and
  equipment
  (2,230,050)
  (2,629,327)
  (8,889,978)Increase in deposits and other
  assets
  (10,157)
  (41,765)
  (138,374)Increase in patents
  -
  -
  (727,041)Acquisition of GRFCo
  -
  (700,000)
  (1,200,000)Net
  cash flows from investing activities
  (2,240,207)
  (3,371,092)
  (10,955,393)CASH FLOWS FROM FINANCING ACTIVITIES:Net proceeds from issuance of
  common stock
  5,760,730
  3,286,202
  39,209,320Net proceeds from issuance of
  preferred stock
  -
  -
  27,231,371Proceeds from long-term
  obligations
  1,429,797
  1,441,334
  4,103,727Payments on long-term
  obligations
  (587,018)
  (260,958)
  (1,281,244)Proceeds from bridge notes
  payable
  -
  -
  3,765,500Payments on bridge notes
  payable
  -
  (1,123,750)
  (2,364,500)Restricted cash
  -
  3,114,774
  -Net
  cash flows from financing activities
  6,603,509
  6,457,602
  70,664,174NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS
  (6,293,733)
  (4,193,240)
  12,099,834CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
  18,393,567
  5,403,171
  -CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $12,099,834
  $1,209,931
  $12,099,834Supplemental DisclosuresStock option extension in
  exchange for extension of redeemable preferred stock
  $512,689
  $-
  $512,689Interest paid
  $235,315
  $150,031
  $1,219,684See accompanying notes

BioNebraska, Inc.Notes to Condensed
Consolidated Financial Statements
September 30, 2000 and 1999
(unaudited)

Note 1.  Summary of
Significant Accounting Policies

Basis of Presentation
-The condensed consolidated balance sheets as of September
30, 2000, the condensed consolidated statement of operations for the three and
nine month periods ended September 30, 2000 and 1999 and the condensed
consolidated statement of cash flows for the nine month periods ended September
30, 2000 and 1999 have been prepared by the Company without audit in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In
the opinion of management, all adjustments (all of which are normal and
recurring in nature) considered necessary to present fairly the financial
position at September 30, 2000, and results of operations and cash flows have
been included.  Results of operations
for the interim period are not necessarily indicative of the results that may
be expected for the full fiscal year, or any other period.  These financial statements and notes should
be read in conjunction with the audited financial statements for the year ended
December 31, 1999, included in the Companys Form 10 Registration Statement
filed with the Securities and Exchange Commission.

Principles of
Consolidation -The consolidated statements include the
accounts of BioNebraska, Inc. and its wholly owned subsidiary, GRFCO, Inc.  There are no material intercompany
transactions.

Net loss per share Net loss
per share is computed by dividing the net loss applicable to common stock by
the weighted-average number of common shares outstanding for the period. Basic
and diluted earnings per share are the same because all common equivalent
shares would be antidilutive due to the losses.

Segment information- The Company is a developmental stage
business with areas of activity in the biological and medical sciences. These
areas include: the development and application of processes for the production
by biological means of middle range peptide hormones and the development of
pharmaceutical programs for therapeutic applications of middle-range
peptides.  Based on this the Company
operates and reports in one business segment as biotechnology developments.

Cash equivalents -The Company
considers all highly liquid investment instruments with a maturity of less than
three months when purchased to be "cash equivalents."

Property, Equipment
and Leasehold Improvements -Property,
equipment and leasehold improvements are stated at cost less accumulated
depreciation.  Depreciation of
furniture, fixtures and equipment is computed using the accelerated and
straight line methods over estimated useful lives of from 3 to 10 years.  Modular facilities and leasehold
improvements are depreciated using the straight line method over the shorter of
the lease arrangements or their estimated useful lives (from 15 to 40 years).

Shareholders Equity -During the first nine months of 2000, the Company issued
370,516 shares of Common Stock at $12.50 per share. Of the total shares, 85,800
shares were sold to accredited investors through a registered broker dealer who
received an 8% commission on the sales and 117,800 shares were sold directly by
the Company to accredited investors without a commission. In addition, on
September 12, 2000, Medtronic, Inc. exercised purchase rights outlined in the
1998 Investment Agreement with the Company and purchased 166,916 shares of
Common Stock at $12.50 per share.  In
addition, warrants and stock options to purchase a total of 207,471 shares were
exercised during the same period for gross proceeds of $1,221,226.

Recently Issued
Accounting Standards- In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 133
Accounting for Derivative Instruments and Hedging Activities (SFAS 133),
which will become effective for the Company on January 1, 2001.  SFAS 133 requires companies to record
derivatives on the balance sheet as assets or liabilities, measured at fair
value.  Gains or losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge accounting. The
Company is currently reviewing the standard and its effect on the financial
statements, but does not expect it to have a significant effect on its
financial position or the results of its operations.  The Company does not use derivatives for speculative or trading
purposes.

Going Concern
Considerations- In accordance with its plans, the
Company, from inception, has experienced losses from its activities in research
and development, without fully offsetting revenues.  This and the fact that the Company is a development stage
business create a substantial doubt as to its ability to continue as a going concern.

The Company has obtained financing through
private placement offerings.  As in the
past, the Company is pursuing additional equity placement offerings and
collaborations to fund several of its programs as well as its corporate
overhead.

The Companys ability to obtain profitability
on substantial portions of its operations will also depend in large part
on:  obtaining regulatory approvals of
some of its products; entering into satisfactory agreements for product
commercialization; making the transition from a developmental stage business to
a manufacturing and marketing company; and obtaining additional financing
through development collaborations or equity or debt issues, as necessary.

The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

Note 2.  Restatement

Subsequent
to the issuance of the financial statements for the nine-month period ended
September 30, 2000, the Companys management determined that the Companys
Series E and F preferred stock should have been classified differently in the
financial statements.  As a result, the
financial statements as of September 30, 2000 were restated to increase
redeemable preferred stock presented outside of shareholders equity/(deficit)
and reduce shareholders equity.   The
net loss applicable to common shareholders was not affected by this restatement
for the three and nine-month periods ended September 30, 2000 and 1999.   The effects of this restatement on the
Company's financial statements are as follows:

As
  Previously
  Reported
  As
  RestatedAs of December 31, 1999:Redeemable preferred stock
  $1,755,156
  $15,453,012Convertible preferred stock
  2,752
  1,481Additional paid in capital
  61,065,861
  47,369,275As
  Previously
  Reported
  As
  RestatedAs of September 30, 2000:Redeemable preferred stock
  $1,821,250
  $16,449,170Convertible preferred stock
  2,752
  1,481Additional paid in capital
  67,267,407
  52,640,758

SIGNATURES





Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Amendment No. 1 to Form 10-Q/A to be signed on its behalf by
the undersigned thereunto duly authorized.



BIONEBRASKA,
  INC.Dated:  March 27, 2001
  
  /s/
  Thomas R. Coolidge


  Thomas
  R. Coolidge
  Chief Executive Officer and Chairman
  (Duly Authorized Officer)/s/ David S. Walker


  David
  S. Walker
  Senior Vice President and Chief Financial Officer
  (Principal Financial Officer)