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
                              
                       AMENDMENT NO. 1

For Quarter Ended                            Commission File No.
December 31, 1996                                     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, 1997 was 870,834.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On May 11, 1996, ValuJet Flight 592 from Miami, carrying 110
passengers  and  crew  crashed into the Florida  Everglades.
Prior  to  take-off, employees of SabreTech's Miami facility
returned  to  ValuJet  various company materials,  including
five   boxes  containing  oxygen  generators,  which,  after
consultation  with ValuJet's flight crew, were  loaded  into
the  cargo bay of Flight 592 by ValuJet employees.  Although
the cause of the crash has not been officially determined by
the National Transportation Safety Board (NTSB), SabreTech's
actions associated with Flight 592 have been included in the
NTSB  investigation.   The  Federal Aviation  Administration
(FAA)   is   also  conducting  an  investigation  into   the
circumstances surrounding the ValuJet crash and  has  sought
information from SabreTech and various of its employees  and
contract  workers  in  connection therewith.   In  addition,
SabreTech  is  one  of several subjects of an  investigation
being conducted by a federal grand jury in conjunction  with
the  United  States  Attorney for the Southern  District  of
Florida.  The Company has cooperated fully throughout  these
investigations and is continuing to do so.  Public  hearings
concerning  the crash of Flight 592 were held  in  November,
1996.

SabreTech,  ValuJet and others have been named as defendants
in  numerous wrongful death actions that have been filed  by
families of victims.  Additional wrongful death actions  are
expected to be filed, naming SabreTech, ValuJet and  others.
The  Company's legal costs of defending against these  civil
actions and any possible claim settlements are funded by the
Company's insurance policies.  Management believes  coverage
is adequate to provide for such legal actions.

The  Company has recognized the costs associated  with  this
incident,  such as media relations, incremental professional
services,  legal  fees  not covered by insurance,  increased
insurance  premiums and other costs related to  the  various
investigations  and  other lawsuits  of  approximately  $5.6
million;  of  which  $3.8 million were recorded  during  the
second  quarter of fiscal 1997.  In January of  fiscal  1997
the  Company sold certain assets associated with  the  Miami
facility and exited its operations there.  Remaining  assets
were  relocated  to  other  operational  units  within   the
Company.    Shutdown   costs  of  the  facility,   including
provision  for continuing ValuJet related expenses  of  $2.5
million were recognized in December. The ultimate outcome of
the  legal  actions related to the ValuJet Flight 592  crash
and  the length of time necessary to resolve all outstanding
issues  cannot be determined at this time; the Company  does
not   know   whether   the   continuing   effects   of   the
investigations  and related lawsuits will  have  a  material
adverse  effect  upon the future results  of  operations  or
financial condition of the Company.

The Company has been subject to government inquiry regarding
an  alleged environmental incident that may have occurred at
the  Perryville  facility  prior  to  the  flooding  of  the
facility in July, 1993.  Supplemental requests for documents
concerning  this  matter were received during  fiscal  1996.
The  Company  has complied with all requests for  documents.
No  other  significant actions or developments have occurred
during fiscal 1997.

In  addition to the litigation discussed above, the  Company
is  subject to other legal proceedings and claims arising in
the ordinary course of its business.  Although there can  be
no  assurance  as to the outcome of litigation,  it  is  the
opinion  of  management  (based upon  the  advice  of  legal
counsel) that all such actions or proceedings are covered by
insurance or will be resolved without material effect on the
Company's financial position or results of operations.
                              
                              
                              
                         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



                           /s/ Rodney E. Olson

Date: February 28, 1997    Rodney E. Olson
                           Senior Vice President, Finance
                           and Corporate Development
                           and Chief Financial Officer