SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549




                          FORM 10-Q/A

      Quarterly Report Pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934


For Quarter Ended                            Commission File No.
December 31, 1997                                     33-67422




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




          Delaware                             43-1289921
  (State of Incorporation)                (I.R.S. Employer
                                         Identification No.)




                    Pierre Laclede Center
                         Suite 1500
                     7733 Forsyth Blvd.
                St. Louis Missouri 63105-1821
                       (314) 863-6880
                              
  (Name, address, including ZIP Code, and telephone number,
including area code, of registrant's principal executive offices)
                    
                                                          
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  report(s), and (2) has been subject  to  such  filing
requirements for the past 90 days.   YES [ X ] NO [   ]

The number of shares of the Company's common stock outstanding on
January 31, 1998 was 869,934.

PART I - FINANCIAL INFORMATION
Condensed Financial Statements

                              
                   Sabreliner Corporation
                 Consolidated Balance Sheets
                   (Dollars in Thousands)
                              
                                    Unaudited         Audited
                                   December 31,    June 30, 1997
                                       1997
Assets                                                   
Current assets:                                          
  Cash                               $  2,169          $ 22,994
     Accounts receivable (net of                        
        allowances of $548                       
        and $550, respectively)        26,881            29,952
     Inventories                       40,753            31,542
     Contracts in process (net of                       
        customer advances and                    
        progress payments of $20,361   43,971            20,192
        and $15,143, respectively)
  Prepaid and other current             6,778             4,697
    assets
     Total current assets             120,552           109,377
                                                   
Property and equipment, (net of                    
  depreciation of $23,055                            
  and $21,286, respectively)           44,983            37,882
Deferred financing costs                           
  and other assets                      8,587             9,641
                                                   
  Total assets                       $174,122          $156,900
                                                   
Liabilities and stockholders'                      
  equity
Current liabilities:                               
  Accounts payable                   $ 31,382          $ 24,997
   Current portion of long-term                       
     debt and capital leases              711               750
  Customer advances                     3,111             5,588
  Accrued compensation                  5,683             7,068
  Accrued interest expense              2,034             1,946
  Other accrued liabilities             5,915             8,994
     Total current liabilities         48,836            49,343
                                                   
Long-term debt and capital             93,971            94,863
  leases
Revolving credit facility              15,144                 -
Other long-term liabilities             2,201             2,202
                                                   
Stockholders' equity                   13,970            10,492
                                                   
  Total liabilities and              $174,122          $156,900
  stockholders' equity
                              
                   Sabreliner Corporation
            Consolidated Statements of Operations
                         (Unaudited)
 (Dollars in Thousands, Share and per Share Data as Stated)


                      Three Months Ended       Six Months Ended
                     December    December    December    December
                     31, 1997    31, 1996    31, 1997    31, 1996
                                                         
Net revenue          $69,159     $51,729     $132,312    $102,698
Cost of revenue       55,214      45,557      104,737      87,404
 Gross margin         13,945       6,172       27,575      15,294
Selling, general                                         
and administrative     8,025       9,360       15,574      16,106
expense
                                                         
 Operating income      5,920      (3,188)      12,001        (812)
 (loss)
                                                        
Interest expense,     (3,320)     (3,280)      (6,312)     (6,284)
  net
Other income              10          (6)         (57)         (3)
  (expense)           
 Earnings (loss)                                         
  before income        2,610      (6,474)       5,632      (7,099)
  taxes
                                                       
Income tax              (990)      2,754       (2,139)      2,964
(expense) benefit   
 
                                                         
 Net income (loss)    $1,620    $(3,720)       $3,493     $(4,135)
                                                         
                                                         
                                                         
Earnings per share                                       
data
                                                         
 Basic earnings                                          
 (loss)              $ 1.86      $(4.27)       $4.01     $(4.75)
 per share                  
                                                         
 Diluted earnings                                        
 (loss)              $ 1.85      $(4.25)       $3.99     $(4.73)
 per share
                                                         
 Dividends paid per                                      
 common share        $ 0.00      $ 0.00        $0.00      $0.00
                                                         
                   Sabreliner Corporation
            Consolidated Statements of Cash Flows
                         (Unaudited)
                   (Dollars in Thousands)
                              
                              
                                           Six Months Ended
                                        December      December
                                        31, 1997      31, 1996
                                        
Cash flows from operating activities:                
Net income (loss)                       $  3,493      $ (4,135)
                                                     
Adjustments to reconcile net                         
  earnings to net cash provided
  by operating activities:
       Depreciation                        3,016         3,006
       Amortization                          646           601
       Changes in assets and             (34,857)      (15,746)
       liabilities
                                                     
Net cash used by operating activities    (27,702)      (16,274)
                                                     
Cash flows used in investing                         
activities:
Capitalized expenditures                 (10,121)       (3,802)
                                                     
Cash flows from financing activities:                
Principal payments on long-term debt                 
  and capital leases                        (381)         (577)
Proceeds from revolving credit                       
  facility and other short-term                    
  borrowings                              17,394         9,550
Purchase of treasury stock                   (15)            -
Net cash provided by                                 
  financing activities                    16,998         8,973
                                                     
Net decrease in cash and                             
  cash equivalents                       (20,825)      (11,103)
                                                     
Cash and cash equivalents,                           
  beginning of period                     22,994        12,254
                                                     
Cash and cash equivalents,                           
  end of period                          $ 2,169       $ 1,151

Notes to Unaudited Condensed Financial Statements

Basis of Presentation

The   information  set  forth  in  these  interim  financial
statements  as  of  and for the three and six  months  ended
December  31,  1997 and December 31, 1996 is unaudited.   In
the   opinion   of   management,  the  unaudited   financial
statements  reflect  all adjustments necessary  to   present
fairly  the financial results of Sabreliner Corporation  and
its  subsidiaries Midcoast Aviation, Inc., SabreTech,  Inc.,
Dimension   Aviation,  Inc.  and  Turbotech  Repairs,   Inc.
(operating  as  part of Premier Turbines)  for  the  periods
indicated.   Results  of operations for the  interim  period
ended  December 31, 1997 are not necessarily  indicative  of
the results of operations for the full fiscal year.

Inventories

Components of inventories as of  December 31, 1997 and  June
30, 1997 were:

                               December       June
                                           
        Aircraft parts         $36,766       $28,839
        Raw materials            1,637         1,403
        Pre-owned aircraft       2,350         1,300
           Total               $40,753       $31,542

Contracts in Process

Contracts in process represent accumulated contract cost and
estimated  earnings  thereon based upon  the  percentage  of
completion  of  unbilled customer orders, net of  applicable
customer  advance  or  progress  payments.   In  determining
balances  of  contracts in process, the Company follows  all
the  requirements  of  SOP81-1.   Title  to  or  a  security
interest  in certain items included in contracts in  process
can be vested in the U.S. government and other customers  by
reasons of progress payment provisions of related contracts.
Included in the contracts in process as of December 31, 1997
are the proportionate revenues earned on amounts subject  to
claim  settlement, representing less than $1.0 million.   In
accordance  with  industry standards, contracts  in  process
relating  to long-term contracts are classified  as  current
assets even though a portion may not be realized within  one
year.

Earnings Per Share

In  1997,  the  Financial Accounting Standards Board  issued
Statement  of  Financial  Accounting  Standards   No.   128,
Earnings per Share.  Adoption of Statement 128 requires  the
replacement of the previously-reported primary earnings  per
share with a dual presentation of basic and diluted earnings
per  share.   Basic  earnings per share  is  computed  using
outstanding common stock only.  Diluted earnings  per  share
includes  the  dilutive  effects of  options,  warrants  and
convertible securities.  All earnings per share amounts  for
all  periods  have  been  presented,  and  where  necessary,
restated to conform to the Statement 128 requirements.   The
following  table  sets forth the computation  of  basic  and
diluted earnings per share:
                              
                      Three Months Ended       Six Months Ended    
                     December    December    December    December
                     31, 1997    31, 1996    31, 1997    31, 1996
                                                         
Numerator:                                               
  Numerator for basic                                      
  EPS - Net Income     $1,620    $(3,720)    $3,493      $(4,135)
                                                         
 Effect of dilutive       -           -          -            -
 securities
 
 Numerator for                                          
 fully                $1,620      $(3,720)    $3,493     $(4,135)
 diluted EPS    
                                                         
Denominator:                                             
  Denominator for                                          
  basic EPS -          869,934     870,934     870,434    870,884 
  weighted-average
  shares
                                                         
 Employee stock          4,937       4,106       4,937      4,118
 options
    Denominator                                             
    diluted EPS -                                            
    weighted-average                                         
    shares and         874,871     875,040     875,371    875,002
    assumed conversions
                                                            
EPS:                                                        
Basic earnings per      $ 1.86      $(4.27)      $4.01     $(4.75)
share         
                                                            
Diluted earnings per    $ 1.85      $(4.25)      $3.99     $(4.73)
share
                                                            
                                                            
Options  to purchase 1,400 shares of common stock at  $17.22
per share which were outstanding through August 19, 1996 and
4,000  shares of common stock at $15.00 per share which  are
currently  outstanding were not included in the  computation
of  diluted earnings per share because the options' exercise
price  was greater than or equal to the average market price
of  the  common shares, and, therefore, the effect would  be
antidilutive.


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


                         SABRELINER CORPORATION



Date: March 5, 1998      /s/  F. Holmes Lamoreux
                         F. Holmes Lamoreux
                         Chairman of the Board and
                         Chief Executive Officer



Date: March 5, 1998     /s/ Rodney E. Olson
                         Rodney E. Olson
                         Senior Vice President, Finance  and
                         Corporate  Development  and   Chief
                         Financial Officer