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 JUNE 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 XNO
  
As of August 3, 2000 the Company had 7,126,640 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 INFORMATIONItem
  1.
  FINANCIAL
  STATEMENTSCondensed Consolidated Balance Sheetsas of
  June 30, 2000 and December 31, 1999 (unaudited)Condensed Consolidated Statement of Operationsfor the
  three and six month periods ended June 30, 2000 and June 30, 1999 (unaudited)Condensed Consolidated Statement of Cash Flowsfor the
  six month periods ended June 30, 2000 and June 30, 1999 (unaudited)Notes to Condensed Consolidated Financial StatementsSIGNATURES


BioNebraska, Inc.(a development stage company)Condensed Consolidated Balance Sheets(unaudited)June 30,
  
  December 31,2000
  
  1999ASSETS
  
  
  
  
  
  (As restated,
  see Note 2)
  
  (As restated,
  see Note 2)Current
  AssetsCash
  and cash equivalents
  
  
  $    13,099,208
  
  $    18,393,567Receivables
  
  
  
  
  16,532
  
  13,896Inventories
  
  
  
  
  39,238
  
  35,172Total Current Assets
  
  
  
  13,154,978
  
  18,442,635Property
  and Equipment, at costModular
  Facilities
  
  
  
  209,410
  
  149,810Furniture
  and fixtures, computer and 
              office
  equipment
  
  398,128
  
  353,459Laboratory
  and production equipment
  
  4,218,897
  
  3,951,534Construction-in-Progress
  
  2,561,821
  
  1,482,2207,388,256
  
  5,937,023Less:  accumulated depreciation
  
  
  2,429,366
  
  2,063,090Net property and equipment
  
  
  4,958,890
  
  3,873,933Leasehold
  Improvements, at cost
  
  
  952,522
  
  491,225Less:  accumulated depreciation
  
  
  29,896
  
  22,349Net leasehold improvements
  
  
  922,626
  
  468,876Patents
  and Patents Licensed, at cost
  
  
  719,747
  
  719,747Less:  accumulated amortization
  
  
  149,667
  
  128,805Net patents and patents licensed
  
  570,080
  
  590,942Other
  Assets:Licensing
  agreements
  
  
  
  92,500
  
  82,500Deposits
  and fees
  
  
  
  54,054
  
  45,717Total Other Assets
  
  
  
  146,554
  
  128,217TOTAL ASSETS
  
  
  
  $     19,753,128
  
  $     23,504,603See
  accompanying notes to financial statements
 BioNebraska, Inc.(a development stage company)Condensed Consolidated Balance Sheets
  (unaudited)June 30,
  
  December 31,LIABILITIES
  AND SHAREHOLDERS' EQUITY
  
  2000
  
  1999(As restated,
  see Note 2)
  
  (As restated,
  see Note 2)Current
  LiabilitiesAccounts
  payable
  
  
  
  $ 1,941,233
  
  $ 1,608,335Accrued
  expenses
  
  
  
  12,126
  
  29,270Accrued
  stock appreciation rights
  
  
  956,377
  
  956,377Equipment
  financing - current portion
  
  565,335
  
  565,335Total Current Liabilities
  
  
  3,475,071
  
  3,159,317Long-Term
  LiabilitiesOther
  notes payable
  
  
  
  0
  
  25,000Equipment
  financing - less current portion
  
  1,335,265
  
  1,389,369Total Long-Term Liabilities
  
  
  1,335,265
  
  1,414,369Total Liabilities
  
  
  4,810,336
  
  4,573,686Redeemable
  Preferred StockSeries
  A,E,F ($0.01 par value, 411,750 sharesauthorized,
  138,938 issued and outstanding,at
  redemption value)
  
  16,117,117
  
  15,453,012Shareholders'
  EquityCommon
  stock, ($0.01 par value, 20,000,000shares
  authorized, 7,087,181 and 6,719,233shares
  outstanding, respectively)
  
  70,872
  
  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
  50,073,913
  
  47,369,275Deficit
  accumulated during the development stage
  (51,320,591)
  
  (43,960,043)Total Shareholders' Equity/(Deficit)
  
  
  (1,174,325)
  
  3,477,905TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY/(DEFICIT)
  $19,753,128
  
  $ 23,504,603See
  accompanying notes to financial statements

BioNebraska, Inc.(a
  development stage company) Condensed Consolidated
  Statement of Operations
  (unaudited)Three Months Ended 
  June 30,
  Six Months Ended
   June 30,2000
  1999
  2000
  1999RevenuesMetal detection kit sales
  $7,495
  $0
  $7,495
  $1,176Total Revenues
  7,495
  0
  7,495
  1,176Operating
  Costs and ExpensesGeneral and administrative
  586,700
  502,696
  1,195,642
  987,969Clinical trials
  687,763
  163,361
  1,397,426
  657,901Research and development
  2,658,088
  2,236,378
  5,039,912
  4,488,729Total Costs and Expenses
  3,932,551
  2,902,435
  7,632,980
  6,134,599Operating
  Loss
  (3,925,056)
  (2,902,435)
  (7,625,485)
  (6,133,423)Other
  Income (Expense)Interest and other income
  201,953
  39,912
  413,725
  105,211Interest expense
  (73,389)
  (28,345)
  (148,788)
  (117,520)128,564
  11,567
  264,937
  (12,309)Net
  Loss
  (3,796,492)
  (2,890,868)
  (7,360,548)
  (6,145,732)Preferred
  stock dividendsaccreted
  and cumulating butnot
  declared
  (693,055)
  (693,055)
  (1,386,111)
  (1,386,111)Net
  loss applicable to common stock
  $(4,489,547)
  $(3,583,923)
  $(8,746,659)
  $(7,531,843)Basic
  and diluted net loss per
   common share
  $(0.64)
  $(0.77)
  $(1.27)
  $(1.63)Average
  number of common 
   shares outstanding
  $6,973,626
  $4,635,139
  $6,903,207
  $4,622,272See accompanying notes to financial statements

BioNebraska, Inc.(a development stage company)Condensed Consolidated Statement of Cash
  Flows(unaudited)Six Months EndedJune 30,2000
  1999CASH
  FLOWS FROM OPERATING ACTIVITIES:Net loss
  $(7,360,548)
  $(6,145,732)Adjustments to reconcile net loss to net
  cash
       used in operating activities:Depreciation and amortization
  394,685
  263,691Change in operating assets and
  liabilities:Accounts receivable and other current
  assets
  (6,701)
  (19,371)Accounts payable and accrued expenses
  315,755
  153,434Net cash used in operating
  activities
  (6,656,809)
  (5,747,978)CASH
  FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment
  (1,912,528)
  (1,864,872)Increase in deposits and other assets
  (18,337)
  (67,500)Acquisition of GRFCO
  0
  (700,000)Net cash used in investing
  activities
  (1,930,865)
  (2,632,372)CASH
  FLOWS FROM FINANCING ACTIVITIES:Net proceeds from issuance of common
  stock
  3,372,420
  4,114,995Proceeds from equipment financing loans
  274,042
  584,002Payments on equipment financing loans
  (328,147)
  (109,890)Payments on other notes payable
  (25,000)
  0Payments on bridge notes payable
  0
  (1,123,750)Proceeds from other notes payable
  0
  25,000Net cash provided by financing activities
  3,293,315
  3,490,357NET
  DECREASE IN CASH AND CASH EQUIVALENTS
  (5,294,359)
  (4,889,993)CASH
  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
  18,393,567
  8,517,945CASH
  AND CASH EQUIVALENTS AT END OF PERIOD
  $13,099,208
  $3,627,952



See accompanying notes to financial
statements

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



Note 1.Summary of Significant Accounting Policies

Basis of Presentation- The
condensed consolidated balance sheets as of June 30, 2000, the condensed
consolidated statement of operations for the three and six month periods ended
June 30, 2000 and 1999 and the condensed consolidated statement of cash flows
for the six month periods ended June 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 June 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 six months of 2000, the Company issued 203,600 shares of Common Stock
at $12.50 per share in a private placement to accredited investors in the
United States.  Of the total shares,
85,800 shares were sold through a registered broker dealer who received an 8%
commission on the sales and the remaining shares were sold directly by the
Company without a commission.  In
addition, warrants and stock options to purchase a total of 164,348 shares were
exercised during the same period for gross proceeds of $919,000.

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 six-month period ended June
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 and that modifications made to certain stock options in 1998 were
not properly reflected.   As a result,
the financial statements as of June 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 these
restatements for the three and six-month periods ended June 30, 2000 and
1999.   The effects of these
restatements on the Company's financial statements are as follows:

As PreviouslyReported
  As RestatedAs of December 31, 1999:Redeemable preferred stock
  $1,755,156
  $15,453,012Convertible preferred stock
  2,752
  1,481Additional paid in capital
  60,255,861
  47,369,275Deficit accumulated during the
    development stage
  (43,150,043)
  (43,960,043)As of June 30, 2000:Redeemable preferred stock
  $1,799,219
  $16,117,117Convertible preferred stock
  2,752
  1,481Additional paid in capital
  63,580,540
  50,073,913Deficit accumulated during thedevelopment stage
  (50,510,591)
  (51,320,591)

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. CoolidgeChief Executive Officer and Chairman(Duly Authorized Officer)/s/ David S. Walker_________________David S. WalkerSenior Vice President and Chief Financial
  Officer(Principal Financial Officer)