FORM 10-QSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

     For the Quarterly period ended December 31, 1999

OR

[ ]  TRANSITION REPORT PURUSANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number 0-14306

                     INTERCELL CORPORATION
                     ---------------------
(Exact name of small business issuer as specified in its charter)

          Colorado                                  84-0928627
          --------                                  ----------
(State or other jurisdiction of                  (I.R.S. employer
 incorporation or organization)                identification number)

          370 17th Street, Suite 3580
            Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code:  (303) 592-1010

                       Not applicable
(Former name, former address or former fiscal year, if changed since last
 report)


Indicate by check mark whether the issuer (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
                                          ---      ---


As of February 7, 1999 there were 99,891,188 shares of the registrant's sole
class of common shares outstanding.


Transitional Small Business Disclosure Format          Yes       No   X
                                                            ---      ---







<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
                                      INDEX


PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS                                            PAGE
                                                                         ----

    Condensed Consolidated Balance Sheet
       December 31, 1999 (As restated)                                      1

    Condensed Consolidated Statements of Operations
       Three Months Ended December 31, 1999 (As restated) and 1998          2

    Condensed Consolidated Statement of Changes in Stockholders' Deficit
       Three Months Ended December 31, 1999 (As restated)                   3

    Condensed Consolidated Statements of Cash Flows
       Three Months Ended December 31, 1999 (As restated) and 1998          5

    Notes to Condensed Consolidated Financial Statements
       Three Months Ended December 31, 1999 and 1998                        6


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                               12


PART II - OTHER INFORMATION                                                14


ITEM 2.  CHANGES IN SECURITIES                                             14

ITEM 6.  EXHIBITS                                                          14


    SIGNATURES
































<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                                DECEMBER 31, 1999
                              (AS RESTATED, NOTE 8)

<TABLE>
<CAPTION>

Assets
------
<S>                                                            <C>
Current assets:
  Cash and cash equivalents                                    $      1,000
                                                                 ----------

    Total current assets                                              1,000

Investment in land held for sale                                    500,000
Restricted cash                                                      21,000
                                                                 ----------

       Total assets                                            $    522,000
                                                                 ==========

Liabilities and Stockholders' Deficit
-------------------------------------

Current liabilities:
  Accounts payable and accrued liabilities                     $    523,000
  Accounts payable - affiliate                                      123,000
  Notes payable to related parties                                   23,000
  Notes payable - other                                              50,000
  Convertible debentures                                            826,000
  Deferred gain on agreement to sell affiliate stock                423,000
  Liabilities of discontinued operations                          3,347,000
                                                                 ----------
    Total current liabilities                                     5,675,000
                                                                 ----------

Commitment and Contingencies

Stockholders' deficit:
  Convertible preferred stock; 10,000,000 shares authorized:
    Series C; 41 shares issued and outstanding
     (liquidation preference of $510,000)                           421,000
    Series D; 1,080 shares issued and outstanding
     (liquidation preference of $3,024,000)                       2,646,000
  Warrants to acquire common stock                                3,075,000
  Common stock; no par value; 100,000,000 shares authorized
    83,962,605 shares issued and outstanding                     22,505,000
  Additional paid-in capital                                      7,127,000
  Accumulated deficit                                           (40,533,000)
  Receivable from agreement to sell affiliate stock             (   394,000)
                                                                 ----------
      Total stockholders' deficit                               ( 5,153,000)
                                                                 ----------

        Total liabilities and stockholders' deficit            $    522,000
                                                                 ==========

<FN>

See accompanying notes to condensed consolidated financial statements.

</TABLE>



                                        1

<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                  THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                              December 31,
                                                         ---------------------
                                                           1999         1998
                                                           ----         ----
                                                      (As restated,
                                                         Note 8)
<S>                                                    <C>             <C>
General and administrative expense                     $   85,000        417,000
                                                         --------       --------

Loss from operations                                    (  85,000)     ( 417,000)
                                                         --------       --------

Interest income                                             1,000            -
Interest expense                                        (  22,000)     (  20,000)
                                                         --------       --------
                                                        (  21,000)     (  20,000)
                                                         --------       --------

Loss from continuing operations                         ( 106,000)     ( 437,000)
                                                         --------       --------

Discontinued operations:
  Loss from operations to be disposed of                      -        (  67,000)
                                                         --------       --------

Loss from discontinued operations                             -        (  67,000)
                                                         --------       --------

Net loss                                                ( 106,000)     ( 504,000)

Deemed dividend on Series C preferred stock relating
  to relating to in-the-money conversion terms          (   7,000)     (  14,000)
Accrued dividends on Series D preferred stock           (  38,000)     (  37,000)
Accretion on Series C preferred stock                   (  14,000)     (  29,000)
                                                         --------       --------

Net loss applicable to common
  stockholders                                         $( 165,000)     ( 584,000)
                                                         ========       ========

Net loss per share, basic and diluted, applicable
   to common stockholders:
  Loss from continuing operations                      $(    0.00)     (    0.02)
  Loss from discontinued
   operations                                                 -              -
                                                         --------       --------

  Net loss                                             $(    0.00)     (    0.02)
                                                         ========       ========

Weighted average number of common shares outstanding   80,949,160      37,514,481
                                                       ==========      ==========

<FN>

See accompanying notes to condensed consolidated financial statements.

</TABLE>

                                        2

<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                   (UNAUDITED)
                      THREE MONTHS ENDED DECEMBER 31, 1999
                              (AS RESTATED, NOTE 8)

<TABLE>
<CAPTION>

                                   Convertible
                                 Preferred Stock         Warrants to          Common Stock
                               -------------------         Acquire            ------------
                              Shares         Amount      Common Stock      Shares      Amount
                              ------         ------      ------------      ------      ------
<S>                           <C>         <C>              <C>           <C>            <C>
Balances
  October 1, 1999               1,150     $  3,282,000     3,075,000     66,309,089     $22,231,000

Conversion of Series
  C Preferred Stock           (    29)     (   274,000)          -       17,653,516         274,000
Accretion on
  preferred stock                 -             14,000           -              -               -
Amortization of
  deemed dividend                 -              7,000           -              -               -
Accrual of
  preferred stock dividend        -             38,000           -              -               -
Net loss                          -                -             -              -               -
                               ------       ----------     ---------     ----------      ----------
Balance as of
  December 31, 1999             1,121     $  3,067,000     3,075,000     83,962,605     $22,505,000
                               ======       ==========     =========     ==========      ==========

                                       (Continued)

</TABLE>


































                                        3

<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                   (UNAUDITED)
                      THREE MONTHS ENDED DECEMBER 31, 1999
                              (AS RESTATED, NOTE 8)
                                   (Continued)

<TABLE>
<CAPTION>

                                             Receivable
                                                from
                                             agreement
                              Additional      to sell                          Total
                               Paid-In       affiliate        Accumulated  Stockholders'
                               Capital        Stock             Deficit       Deficit
                               -------        -----             -------       -------

<S>                           <C>            <C>             <C>            <C>
Balances
  October 1, 1999             7,127,000      (394,000)       (40,368,000)   (5,047,000)

Conversion of Series
  C Preferred Stock                 -             -                  -             -
Accretion on
  preferred stock                   -             -          (    14,000)          -
Amortization of
  deemed dividend                   -             -          (     7,000)          -
Accrual of
  preferred stock
  dividend                          -             -          (    38,000)          -
Net loss                            -             -          (   106,000)   (  106,000)
                              ---------       -------         ----------     ---------

Balance as of
  December 31, 1999           7,127,000      (394,000)       (40,533,000)   (5,153,000)
                              =========       =======         ==========     =========

</TABLE>






























                                        4

<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                  THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                                   THREE MONTHS ENDED
                                                                      DECEMBER 31,
                                                                     ---------------
                                                                  1999             1998
                                                                  ----             ----
                                                              (As restated,
                                                                 Note 8)
<S>                                                         <C>               <C>
Cash flows from operating activities:
 Net loss                                                   $(   106,000)     (   504,000)
 Less loss from discontinued operations                              -             67,000
                                                              ----------       ----------
   Loss from continuing operations                           (   106,000)     (   437,000)
 Adjustments to reconcile net loss to net cash used
   in operating activities:
  Other                                                              -              3,000
  Changes in operating assets and liabilities:
   Increase (decrease) in accounts payable
     and accrued liabilities                                      90,000          185,000
                                                              ----------       ----------
    Net cash used in continuing operations                   (    16,000)     (   249,000)
                                                              ----------       ----------

Cash flows from investing activities:
 Other assets                                                      7,000           21,000
 Payments received on notes receivable                               -              1,000
                                                              ----------       ----------
    Net cash provided by (used in) investing activities            7,000           22,000
                                                              ----------       ----------

Net decrease in cash and cash equivalents                    (     9,000)     (   227,000)
Cash and cash equivalents beginning of period                     10,000          251,000
                                                              ----------       ----------
Cash and cash equivalents end of period                     $      1,000           24,000
                                                              ==========       ==========

Supplemental disclosure of cash flow information:
 Cash paid for interest                                     $        -              2,000
                                                              ==========       ==========

Supplemental disclosure of noncash investing and financing activities:

                                                                  1999             1998
                                                                  ----             ----
Conversion of note payable due related party
  to common stock                                           $     95,000              -
Accretion on preferred stock                                      14,000           29,000
Amortization of deemed dividend on preferred stock                 7,000           14,000
Accrual of preferred stock dividend                               38,000           37,000

<FN>

See accompanying notes to consolidated financial statements.

</TABLE>






                                        5

<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                  THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998


1.  BUSINESS, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------------------------------------------------


Presentation of Interim Information

The accompanying consolidated financial statements include the accounts of
Intercell Corporation, a Colorado corporation (the Company), and its significant
subsidiaries:  Sigma 7 Corporation, (a corporation that filed for voluntary
liquidation under Chapter 7 of the U.S. Bankruptcy Code on December 31, 1998),
Particle Interconnect Corp., and Arizcan Properties, Ltd.  All significant
intercompany accounts and transactions have been eliminated in consolidation.

Additionally as described below, and in Note 8, the consolidated financial
statements, as restated, reflect Nanopierce Technologies, Inc.'s (Nanopierce's)
results of operations and cash flows as a consolidated company from the date of
acquisition (February 26, 1998) through June 30, 1999, and as an investment
accounted for under the equity method of accounting beginning in July 1999, due
to a decrease in the Company's voting ownership interest to below 50% in July
1999.  The Company's investment in Nanopierce is carried at zero in the
Company's financial statements and therefore the equity method has been
suspended and the Company's share of Nanopierce's losses has not been recorded.

In the opinion of the management of the Company, the accompanying unaudited
consolidated financial statements include all material adjustments, including
all normal and recurring adjustments, and those discussed in Note 8, considered
necessary to present fairly the financial position and operating results of
the Company for the periods presented.  The financial statements and notes are
presented as permitted by Form 10-QSB, and do not contain certain information
included in the Company's last Annual Report on Form 10-KSB/A for the fiscal
year ended September 30, 1999.  It is the Company's opinion that when the
interim statements are read in conjunction with the September 30, 1999 Annual
Report on Form 10-KSB/A, the disclosures are adequate to make the information
presented not misleading.  Interim results are not necessarily indicative of
results for a full year or any future period.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has incurred
significant operating losses, and has a working capital deficiency and a
stockholders' deficit at December 31, 1999.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.  The
independent auditors' report on the Company's financial statements for the year
ended September 30, 1999 included a "going concern" explanatory paragraph,
meaning the auditors also expressed substantial doubt about the Company's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or amounts and classifications of liabilities that
might result from the outcome of this uncertainty.















                                        6

<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                  THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998


To address its current cash flow concerns, the Company has been in discussions
with investment bankers and financial institutions attempting to raise funds to
support current and future operations.  This includes attempting to raise
additional working capital through the sale of additional capital stock (see
note 2) or through the issuance of debt.  In addition, the Company, through
Nanopierce, is actively marketing the PI Technology, primarily through the
development of strategic relationships with established leaders in the
technology industry, the licensing of the PI Technology and/or the sale of
products incorporating the PI Technology.


Investment in Nanopierce

At December 31, 1999, the Company owns approximately 33% of the outstanding
common stock of Nanopierce.  The summarized financial position and results of
operations of Nanopierce as of and for the period ended December 31, 1999, was
as follows:

     Current assets                              $ 116,000
     Long-term assets:
       Intellectual property         816,000
       Other                          56,000       872,000
                                   ---------       -------
     Total assets                                $ 988,000
                                                   =======

     Current liabilities:
       Notes payable             $   444,000
       Accounts payable and
        accrued expenses             285,000       729,000
                                   ---------
     Stockholders' equity                          259,000
                                                   -------
     Total liabilities and stockholders' equity  $ 988,000
                                                   =======

                            Three months ended
                               December 31,
                            ------------------
                            2000          1999
                            ----          ----
     Revenues          $      -      $      -
     Net loss          $( 822,000)   $( 300,000)
     Net loss
      attributable
      to common
      stockholders     $( 822,000)   $( 300,000)
















                                        7

<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                  THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998


Nanopierce is engaged in the design, development and licensing of products using
its intellectual property, the PI Technology.  The PI Technology consists of
patents, pending patent applications, patent applications in preparation, trade
secrets, trade names, and trade marks.  The PI Technology improves electrical,
thermal and mechanical characteristics of electronic products.  Nanopierce has
designated and is commercializing its PI Technology as the Nanopierce Connection
System (NCS) and markets the PI Technology to companies in various industries
for a wide range of applications.  Nanopierce has not realized any royalty
revenue through December 31, 1999.


Use of estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and reported amounts of revenues and expenses during the
reporting periods.  Actual results could differ from those estimates.


Restricted Cash

Restricted cash consists of cash held in an escrow account in connection with
the Company's sale of a former subsidiary.


Reclassifications

Certain amounts in the 1998 financial statements have been reclassified to
conform with the 1999 presentation.


2.  AUTHORIZED CAPITAL
----------------------

The Company's authorized capital consists of, among other classes of securities,
100,000,000 common shares.  As of February 7, 2000 there are 99,891,188 common
shares issued and outstanding.  In addition, the Company has outstanding certain
classes of securities which are convertible into common shares which would, if
converted, cause the Company to exceed its authorized common shares.  This is
prohibited by the laws of the State of Colorado and therefore until the Company
is able to convene a Special Meeting of the Shareholders pursuant to the proxy
solicitation requirements of Section 14 of the Securities Act of 1934, and the
law of the State of Colorado, it cannot permit such conversions, which means the
Company is or will be in default of certain terms and conditions of such
instruments.  The securities affected consists of the following as of February
7, 2000:

         (1)  26 shares of Series C Preferred shares,
         (2)  1,080 shares of Series D Preferred shares,
         (3)  Warrants convertible into 2,637,450 shares; and
         (4)  Options convertible into 6,927,000 common shares.

The Company intends to promptly prepare and file proxy solicitation materials to
convene a Special Meeting of Shareholders to among other things, increase its
authorized common shares in an amount sufficient to permit the conversion of its
authorized and/or outstanding convertible securities.





                                        8

<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                  THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998


3.  LOSS PER SHARE
------------------

SFAS No. 128, Earnings per Share, requires dual presentation of basic and
diluted earnings or loss per share (EPS) with a reconciliation of the numerator
and denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation.  Basic EPS excludes dilution.  Diluted DPS reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the entity.

Loss per share of common stock is computed based on the average number of common
shares outstanding during the year.  Stock options, warrants, convertible debt
and convertible preferred stock are not considered in the calculation, as the
impact of the potential common shares (approximately 68,556,050 shares at
December 31, 1999 and approximately 46,839,850 shares at December 31, 1998)
would be to decrease loss per share.  Therefore, diluted loss per share is
equivalent to basic loss per share.


4.  RISK CONSIDERATIONS
-----------------------


BUSINESS RISK

The Company and its equity investment, Nanopierce, are subject to risks and
uncertainties common to technology-based companies, including rapid
technological change, dependence on principal products and third party
technology, new product introductions and other activities of competitors,
dependence on key personnel, and limited operating history.


5.  DISCONTINUED OPERATIONS
---------------------------

Liabilities of discontinued operations at December 31, 1999, consist of Sigma
liabilities as follows:

Accounts payable and accrued liabilities                $   986,000
Notes payable                                             2,240,000
Other liabilities                                           121,000
                                                         ----------
                                                        $ 3,347,000
                                                         ==========

The liabilities of $3,347,000 remain on the books of Sigma as of December 31,
1999, pending a final judgment from the U.S. Bankruptcy Court as to the
disposition of these liabilities.  Management's estimates of these liabilities
have not changed during the period ended December 31, 1999.

Notes payable of discontinued operations primarily consist of $1,700,000, 10%,
unsecured notes payable issued in a 1997 private placement, originally due in
October 1998.

The $67,000 loss from discontinued operations for the three months ended
December 31, 1998 represents accrued interest on the notes payable to the date
of the bankruptcy filing.





                                        9

<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                  THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998


6.  STOCKHOLDERS EQUITY
-----------------------

See Note 2 regarding authorized shares of the Company.

During the three months ended December 31, 1999, the Company issued 17,653,516
shares of common stock in connection with Series C Preferred Stock conversions.

In January, 2000, the Company issued 5,928,583 shares of common stock in
connection with Series C Preferred Stock conversion and issued 10,000,000 shares
of common stock as a payment on the convertible debentures.


7.  LICENSE AGREEMENTS AND LITIGATION
-------------------------------------

The Company is involved in various claims and legal actions arising in the
ordinary course of business.  In the opinion of management, the ultimate
disposition of these matters, including the Nanopierce judgment, will not have a
material adverse effect on the financial statements of the Company.


8.  ACCOUNTING FOR INVESTMENT IN NANOPIERCE AND RESTATEMENT OF 1999 CONSOLIDATED
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS
--------------------

During the quarter ended September 30, 1999, the Company's ownership interest in
Nanopierce was reduced to below 50%.  In the previously issued September 30,
1999, consolidated financial statements, included in the Company's September 30,
1999 Form 10-KSB, the Company reported Nanopierce as a consolidated subsidiary
through September 30, 1999, based on several factors which were believed to
constitute a controlling financial interest in Nanopierce by Intercell,
including common ownership by the President, Director, and CEO of the Company.

Subsequent to the original issuance of the Company's September 30, 1999,
consolidated financial statements, and based upon a further evaluation of the
factors utilized in determining a controlling financial interest, management
determined that beginning in July 1999, the Company's investment in Nanopierce
should be accounted for under the equity method of accounting.

At June 30, 1999, and through September 30, 1999, the Company's investment in
Nanopierce was $0.  Therefore, as a result of the Company's change to the equity
method to account for its investment in Nanopierce, the Company suspended
recognition of its proportionate share of Nanopierce's net loss beginning with
the fourth quarter ended September 30, 1999, which was $236,000, and
accordingly, the Company restated its 1999 consolidated financial statements to
reflect this accounting change, as presented in the Company's Form 10-KSB/A.















                                       10

<PAGE>




                     INTERCELL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                  THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998


In the previously issued December 31, 1999 consolidated financial statements,
included in the Company's December 31, 1999 Form 10-QSB, the Company had
previously reported Nanopierce as a consolidated subsidiary through December 31,
1999.  At September 30, 1999 and through December 31, 1999 the Company's
investment in Nanopierce continued to be $0, and the Company continued to
suspend recognition of its proportionate share of Nanopierce's net losses during
the quarter ended December 31, 1999.  Accordingly, the Company's consolidated
financial statements as of and for the quarter ended December 31, 1999 have been
restated to reflect the accounting change as follows:

                                     As previously
                                        Reported              As restated
                                        --------              -----------

     Total assets                    $   692,000             $   522,000
     Total liabilities                 6,280,000               5,675,000
     Stockholders' deficit            (5,588,000)             (5,153,000)

     Net loss                         (  904,000)             (  106,000)
     Net loss applicable to
      Common stockholders             (  963,000)             (  165,000)
     Net loss per share applicable
      to common stockholders:         (     0.01)             (     0.00)








































                                       11

<PAGE>




     ITEM 2.  MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

GENERAL

The statements contained in this Form 10-QSB/A, if not historical, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and involve risks and uncertainties that could
cause actual results to differ materially from the results, financial or
otherwise, or other expectations described in such forward-looking statements.
Any forward-looking statement or statements speak only as of the date on which
such statements were made, and the Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after the date
on which such statements are made or reflect the occurrence of unanticipated
events.  Therefore, forward-looking statements should not be relied upon as
prediction of actual future results.

The independent auditors' report on the Company's financial statements for the
year ended September 30, 1999 included a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern.  Management's plans in regard to the factors prompting the
explanatory paragraph are discussed below and also in Note 1 of the audited
financial statements contained in the Company's Annual Report on Form 10-KSB/A
for the fiscal year ended September 30, 1999.

Intercell Corporation discontinued all operations of its majority owned
subsidiary Sigma 7 Corporation, a manufacturer of memory modules located in San
Diego, CA, on June 5, 1998.  Sigma 7 Corporation subsequently filed for
liquidation under Chapter 7 of the United States Bankruptcy Code on December 30,
1998.  The liabilities of $3,347,000 remain on the books pending a final
judgment from the U.S. Bankruptcy Court as to the disposition of these
liabilities.

The Company, through its 33 percent owned subsidiary, Nanopierce Technologies,
Inc, is currently engaged in the design, development and licensing of products
using its patented particle interconnect technology.


RESULTS OF OPERATIONS

During the quarter ended September 30, 1999, the Company's ownership interest in
Nanopierce was reduced to below 50%.  In the previously issued September 30,
1999, consolidated financial statements, included in the Company's September 30,
1999 Form 10-KSB, the Company reported Nanopierce as a consolidated subsidiary
through September 30, 1999, based on several factors which were believed to
constitute a controlling financial interest in Nanopierce by Intercell,
including common ownership by the President, Director, and CEO of the Company.

Subsequent to the original issuance of the Company's September 30, 1999,
consolidated financial statements, and based upon a further evaluation of the
factors utilized in determining a controlling financial interest, management
determined that beginning in July 1999, the Company's investment in Nanopierce
should be accounted for under the equity method of accounting.

At June 30, 1999, and through September 30, 1999, the Company's investment in
Nanopierce was $0.  Therefore, as a result of the Company's change to the equity
method to account for its investment in Nanopierce, the Company suspended
recognition of its proportionate share of Nanopierce's net loss beginning with
the fourth quarter ended September 30, 1999, which was $236,000, and
accordingly, the Company restated its 1999 consolidated financial statements to
reflect this accounting change, as presented in the Company's Form 10-KSB/A.








                                       12

<PAGE>




In the previously issued December 31, 1999 consolidated financial statements,
included in the Company's December 31, 1999 Form 10-QSB, the Company had
previously reported Nanopierce as a consolidated subsidiary through December 31,
1999.  At September 30, 1999 and through December 31, 1999 the Company's
investment in Nanopierce continued to be $0, and the Company continued to
suspend recognition of its proportionate share of Nanopierce's net losses during
the quarter ended December 31, 1999.  Accordingly, the Company's consolidated
financial statements as of and for the quarter ended December 31, 1999 have been
restated to reflect the accounting change as follows:

                                     As previously
                                        Reported              As restated
                                        --------              -----------

     Total assets                    $   692,000             $   522,000
     Total liabilities                 6,280,000               5,675,000
     Stockholders' deficit            (5,588,000)             (5,153,000)

     Net loss                         (  904,000)             (  106,000)
     Net loss applicable to
      Common stockholders             (  963,000)             (  165,000)
     Net loss per share applicable
      to common stockholders:         (     0.01)             (     0.00)

The Company had no revenue from continuing operations for the three months ended
December 31, 1999 and 1998.

The Company experienced a net loss of $106,000 for the three months ended
December 31, 1999 compared to a net loss of $504,000 for the three months
ended December 31, 1998.  General and administrative expenses decreased
to $85,000 for the three months ended December 31, 1999 from $417,000 for
the three months ended December 31, 1998.  This decrease is primarily due to
expenses incurred by Nanopierce in the 1999 period (as described elsewhere, the
Company consolidated the operations of Nanopierce through June 30, 1999).
Interest expense increased by $2,000 in the 1999 period as compared to the 1998
period as a result of normal fluctuations.


LIQUIDITY AND FINANCIAL CONDITION

The Company has a working capital deficit of $5,674,000 at December 31, 1999
compared to a working capital deficit of $5,575,000 at September 30, 1999.

The Company's liabilities increased to $5,675,000 at December 31, 1999 compared
to $5,585,000 at September 30, 1999.  The increase was due in part to an
increase in accounts payable due to affiliate for advances and an increase in
accrued liabilities.

The Company's current operations are not generating positive cash flow.  Since
the Company's operations are not sufficient to fund the Company's capital
requirements, the Company may enter into a revolving loan agreement with a
financial institution, or attempt to raise additional capital through the sale
of additional capital stock (See Note 2), sale of Nanopierce stock, or through
the issuance of debt.  At the present time the Company does not have a revolving
loan agreement with any financial institution nor can the Company provide
assurances that it will be able to raise funds through issuance of debt or
equity in the Company.


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

In June 1998, the Financial Accounting Standard Board (FASB) issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities.  This
statement, as amended by SFAS No. 137, is effective for fiscal years beginning
after June 15, 2000.  Currently, the Company does not have any derivative
financial instruments and does not participate in hedging activities; therefore,
management believes that SFAS No. 133 will not impact the Company's financial
statements.

                                       13

<PAGE>



                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

On July 1, 1998, the Company was served a summons and complaint naming it, its
subsidiary, Sigma and others affiliated with the Company, by Classic Trading,
Inc., a California corporation, with the Superior Court of the State California,
Count of Orange, CV 796047 (the " Classic Trading Lawsuit").  Classic Trading,
Inc. alleges breach of contact and believes that it is owed $135,000.00.  The
Company has filed an answer denying the allegations.  The litigation has not
been further prosecuted since then.


ITEM 2.     CHANGES IN SECURITIES

The Company made the following unregistered sales of its securities from
October 1, 1999 to December 31, 1999.

<TABLE>
<CAPTION>

DATE OF SALE     TITLE OF SECURITIES     SHARES       CONSIDERATION             PURCHASER
------------     -------------------     ------       -------------             ---------
<S>                  <C>                <C>           <C>                      <C>
10/05/99             Common             12,218,767    Series C Conversion      Queensway Financial Group
10/26/99             Common              3,333,333    Series C Conversion      The Gifford Fund, Ltd.
12/31/99             Common              2,071,416    Series C Conversion      Capital Venture Group

</TABLE>

                       EXEMPTION FROM REGISTRATION CLAIMED

All of the sales by the Company of its unregistered securities were made by the
Company in reliance upon Section 4(2) of the Act.  All of the individuals and/or
entities listed above that purchased the unregistered securities were all known
to the Company and its management, through pre-existing business relationships,
as long standing business associates, friends, and employees.  All purchasers
were provided access to all material information which they requested and all
information necessary to verify such information and were afforded access to
management of the Company in connection with their purchases.  All purchasers of
the unregistered securities acquired such securities for investment and not with
a view toward distribution, acknowledging such intent to the Company.  All
certificates or agreements representing such securities that were issued
contained restrictive legends, prohibiting further transfer of the certificates
or agreements representing such securities, without such securities either being
first registered or otherwise exempt from registration in any further resale or
disposition.

ITEM 6.     EXHIBITS

EXHIBITS

Exhibit 11     Statement of Computation of Earnings per Share
Exhibit 27     Financial Data Schedule














                                       14

<PAGE>




                                   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.

                                    INTERCELL CORPORATION
                                    (REGISTRANT)

Date:  August 29, 2000              By: /s/  Paul H. Metzinger
                                    --------------------------
                                        Paul H. Metzinger, President,
                                        Chief Executive Officer &
                                        Chief Financial Officer
























































<PAGE>