FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934.

For the quarterly period ended September 30, 1998 or        

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 1-8680

                             HIGH PLAINS CORPORATION

              (Exact name of registrant as specified in its charter)

Kansas                                                            #48-0901658
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                            Identification No.)

200 W. Douglas                                                          67202
Suite #820                                                         (Zip Code)
Wichita, Kansas
(Address of principal
executive offices)

                                  (316)269-4310
                         (Registrant's telephone number)

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 reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                YES X           NO   

                       APPLICABLE ONLY TO ISSUERS INVOLVED IN
                          BANKRUPTCY PROCEEDINGS DURING THE
                                PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Sections 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                YES             NO   

                       Common Stock, Par Value $.10 per share,
                   Outstanding at September 30, 1998 - 15,999,444


<PAGE>


PART I                         FINANCIAL INFORMATION


Item 1.  FINANCIAL STATEMENTS

Balance Sheets                                                         3 - 4

Statements of Operations                                                 5

Statements of Stockholders' Equity                                       6

Statements of Cash Flows                                                 7

Selected Notes to Financial Statements                                 8 - 9


Item 2.  MANAGEMENT'S DISCUSSIONS AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS                                                 9 - 13


PART II                       OTHER INFORMATION


Item 1.  Legal Proceedings                                               14

Item 5.  Other Information                                               14

Item 6.  Exhibits and Reports on Form 8-K                                14


<PAGE>



                           HIGH PLAINS CORPORATION
                                Balance Sheets
                                  (Unaudited)
                     September 30, 1998 and June 30, 1998

<TABLE>
<CAPTION>    
                                               September 30,     June 30,
Assets                                             1998            1998
                                                (Unaudited)         **
<S>                                             <C>             <C>
Current Assets:
  Cash and cash equivalents                     $   739,880     $   674,894
  Accounts Receivable            
    Trade (less allowance of $75,000)             6,547,627       4,500,579
    Production credits and incentives               758,692         829,849
  Inventories                                     3,692,801       6,328,232
  Current portion of long-term                          
    notes receivable                                  7,919          31,307
  Prepaid expenses                                1,081,018          85,168
  Refundable income tax                                 -0-          30,000
         Total current assets                    12,827,937      12,480,029

  Property, plant and equipment, at cost:
    Land and land improvements                      433,496         433,496
    Ethanol plants                               93,538,533      92,906,633
    Other equipment                                 631,226         473,345
    Office equipment                                289,280         279,278
    Leasehold improvements                           48,002          48,002
                                                 94,940,537      94,140,754
    Less accumulated depreciation               (24,747,067)    (23,819,484)
      Net property, plant and equipment          70,193,470      70,321,270

Other assets:
  Equipment held for resale                         202,321         264,554
  Deferred loan costs (less accumulated
  amortization of $46,796 and $38,095,
  respectively)                                     115,923         117,890
  Other                                              32,196          65,886
         Total other assets                         350,440         448,330

                                                $83,371,847     $83,249,629


</TABLE>


[FN]
                   See accompanying notes to financial statements.

                        ** From audited financial statements.


<PAGE>



                             HIGH PLAINS CORPORATION
                             Balance Sheets Continued
                                   (Unaudited)
                       September 30, 1998 and June 30, 1998

<TABLE>
<CAPTION>

                                               September 30,     June 30,
Liabilities and Stockholders' Equity               1998            1998
                                               (Unaudited)          **

<S>                                            <C>              <C>
Current liabilities:
  Revolving lines-of-credit                    $ 9,900,000      $ 9,000,000
  Current maturities of capital lease                                          
   obligations                                     510,569          500,852
  Accounts payable                               8,235,048        8,364,074
  Accrued interest                                 225,344          223,722
  Accrued payroll and property taxes               910,881          822,971
  Deferred income taxes payable                     75,000              -0-
       Total current liabilities                19,856,842       18,911,619


Revolving line-of-credit                         8,850,000        9,700,000
Capital lease obligations, less                 
  current maturities                             1,871,190        2,002,623
Other                                              405,240          364,240
                                                11,126,430       12,066,863

Stockholders' equity:
  Common stock, $.10 par value, authorized
    50,000,000 shares; issued 16,410,622   
    shares at September 30, 1998 and June
    30, 1998, of which 411,178 shares were
    held as treasury stock at September 30,
    1998 and June 30, 1998                       1,641,062        1,641,062
  Additional paid-in capital                    37,457,167       37,457,167
  Retained earnings                             14,300,310       14,170,697
                                                53,398,539       53,268,926

  Less:
    Treasury stock - at cost                      (863,911)        (863,911)
    Deferred compensation                         (146,053)        (133,868)
     Total Stockholders' equity                 52,388,575       52,271,147

                                               $83,371,847      $83,249,629


</TABLE>

[FN]
                  See accompanying notes to financial statements.

                      ** From audited financial statements.


<PAGE>



                             HIGH PLAINS CORPORATION
                             Statements of Operations
                                   (Unaudited)
                  Three Months Ended September 30, 1998 and 1997


<TABLE>
<CAPTION>
                                                 Three Months   Three Months
                                                     Ended          Ended
                                                 September 30,  September 30,
                                                     1998           1997
    
<S>                                               <C>            <C>
Net sales and revenues                            $26,389,859    $22,570,837
Cost of products sold                              25,679,801     20,506,099
  Gross profit                                        710,058      2,064,738

Selling, general and administrative
 expenses                                             457,461        450,128
  Operating income (loss)                             252,597      1,614,610

Other income (expense):
  Interest and other income                           251,615         30,937
  Interest expense                                   (442,599)      (342,588)
  Gain on sale of equipment                           143,000            -0- 
                                                      (47,984)      (311,651)

  Net earnings before income
   taxes                                              204,613      1,302,959

Income tax (expense) benefit                          (75,000)        67,922
  
  Net earnings                                    $   129,613    $ 1,370,881 


Basic and diluted earnings per share:             $       .01    $       .09


</TABLE>


[FN]
                  See accompanying notes to financial statements.



<PAGE>




                             HIGH PLAINS CORPORATION
                        Statement of Stockholders' Equity
                                   (Unaudited)
                       Three Months Ended September 30, 1998


<TABLE>         
<CAPTION>

             
                     Common Stock                                                                                               
                                           Additional  
                   Number                    Paid-in      Retained      Treasury     Deferred         
                  of Shares     Amount       Capital      Earnings       Stock     Compensation    Total

<S>             <C>         <C>          <C>           <C>           <C>          <C>          <C>
Balance,
 June 30, 1998  16,410,622  $ 1,641,062  $ 37,457,167  $ 14,170,697  $ (863,911)  $ (133,868)  $ 52,271,147

Employee Stock
 purchase                                                                            (23,351)       (23,351)
   
Amortization of
 deferred compensation                                                                11,166         11,166

Net Earnings for
 the Quarter                                                129,613                                 129,613
                                                                         
         

Balance, 
 September 30,
 1998           16,410,622  $ 1,641,062  $ 37,457,167  $ 14,300,310  $ (863,911)  $ (146,053)  $ 52,388,575


</TABLE>

[FN]
                     See accompanying notes to financial statements.


<PAGE>


                              HIGH PLAINS CORPORATION
                              Statements of Cash Flows
                                    (Unaudited)
                   Three Months Ended September 30, 1998 and 1997

<TABLE>
<CAPTION>

                                                        1998         1997   
<S>                                                <C>           <C>
Cash flows from operating activities:
  Net earnings                                     $   129,613   $ 1,370,881 
  Adjustments to reconcile net earnings to
   net cash provided by operating activities:
     Depreciation and amortization                     936,283       850,868
     Amortization of deferred compensation              11,166        17,713
     Gain on sale of equipment                        (143,000)          -0-
     Debt forgiveness                                 (231,359)          -0-
     Compensation expense on stock options
      granted                                              -0-        39,131
     Payments received on notes receivable              23,388        28,294
     Deferred income taxes                              75,000           -0-
Changes in operating assets and liabilities:
  Accounts receivable                               (1,975,891)     (673,607)
  Inventories                                        2,635,431     1,035,447
  Refundable income tax                                 30,000       145,328
  Prepaid expenses                                    (995,850)     (290,845)
  Accounts payable                                     102,333    (1,121,354)
  Accrued liabilities                                   89,532       (97,589)
                                                                          
  Net cash provided by operating activities            686,646     1,304,267
                                                                          
Cash flows from investing activities:
  Proceeds from sale of equipment                      205,233         4,679
  Acquisition of property, plant and equipment        (799,783)   (1,442,512)
  Decrease in other non-current assets                  26,957           -0-
                                                                          
  Net cash used in investing activities               (567,593)   (1,437,833)
                                                                          
Cash flows from financing activities:
  Proceeds from revolving lines-of-credit              900,000           -0-
  Payment on revolving line-of-credit                 (850,000)     (550,000)
  Payments on capital lease obligations               (121,716)     (127,619)
  Increase in other non-current liabilities             17,649         7,079
                                                                          
  Net cash provided by financing activities            (54,067)     (670,540)
                                                                          
  Increase in cash and cash equivalents                 64,986      (804,104)

Cash and cash equivalents:
Beginning of quarter                                   674,894     2,389,758
  End of quarter                                   $   739,880   $ 1,585,654

</TABLE>

[FN]
                   See accompanying notes to financial statements.



<PAGE>



                            HIGH PLAINS CORPORATION
                     Selected Notes to Financial Statements

(1)  BASIS OF PRESENTATION
  
     The accompanying financial statements have been prepared by High Plains
     Corporation ("Company") without audit.  In the opinion of 
     management, all adjustments (which include only normally recurring 
     adjustments) necessary to present fairly the financial position, 
     results of operations and changes in financial position for the 
     periods presented, have been made.

     Certain information and footnote disclosures normally included in 
     financial statements prepared in accordance with generally accepted 
     accounting principals have been condensed or omitted.  The results 
     of operations for the period ended September 30, 1998 are not 
     necessarily indicative of the operating results for the entire 
     year.


(2)  Debt Forgiveness

     The Company recorded $231,359 in debt forgiveness related to funds 
     advanced by a customer to the Company for the acquisition and 
     installation of certain process equipment.  The debt forgiveness 
     results from the renegotiation of an existing supply agreement 
     between the Company and the customer.   


(3)  Revolving-lines-of-credit

     At September 30, 1998 the Company failed to meet certain financial
     covenant ratios as required under the Company's existing lending
     agreement. However, on November 10, 1998 the lender waived its rights
     to declare the debt due and payable based on these covenant violations
     at September 30, 1998.  The Company is currently negotiating with the
     lender for the expansion of the Company's existing lines-of-credit and
     reset certain covenant requirements to potentially avoid future
     violations.


(4)  Stock-Based Compensation

     The Company continues to account for stock-based compensation for
     employees using the intrinsic value method prescribed in APB No. 25.
     Accordingly, compensation cost for stock options is measured as the
     excess, if any, of the quoted market price of the Company's stock at
     the date of grant over the amount an employee must pay to acquire the
     stock.  Had compensation cost for stock-based compensation been determined
     based on the fair value grant date, consistent with the provisions of
     FAS 123, the Company's net earnings and earnings per share above would
     have been reduced to the proforma amounts below:



<PAGE>


<TABLE>
<CAPTION>

     For the quarters ending
      September 30,                      1998            1997   
     <S>                              <C>             <C>
     Net earnings
      As reported                     $129,613        $1,370,881

      Pro forma                        113,242         1,240,957

     Diluted earnings per share:
      As reported                     $    .01        $      .09
      Pro forma                            .01               .08

</TABLE>


     The Company's basic earnings per share for the pro forma information noted
     above are the same as the Company's diluted earnings per share for all the
     periods disclosed.


(5)  Earnings Per Share

     The Company, as required under FASB Statement No. 128 Earnings Per
     Share (FAS 128) has replaced the presentation of primary earnings per
     share (EPS) with Basic EPS and Diluted EPS.  Under FAS 128 both the
     basic and diluted must be presented in the financial statements.  Also,
     under the FAS 128 all prior period EPS data presented in the financial
     statements must be restated for comparative purposes.

     The diluted earnings per share for the three months ended September 30,
     1998 and 1997 have been calculated based on 16,181,721 and 16,009,802
     diluted shares outstanding, respectively,  The Company's diluted earnings
     per share in the financial statements contained herein are the same as the
     basic earnings per share for each of the periods disclosed.


Part I

                    MANAGEMENTS DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2.


Forward-looking Statements

Forward-looking statements in this Form 10Q, future filings including but not
limited to, the Company's annual 10K, Proxy Statement, and 8K filings by 
the Company with the Securities and Exchange Commission, the Company's 
press releases and oral statements by authorized officers of the Company 
are intended to be subject to the safe harbor provisions of the Private 
Securities Litigation Reform Act of 1995.  Investors are cautioned that 
all forward-looking statements involve risks and uncertainty, including 
without limitation, the risk of a significant natural disaster, the 
inability of the Company to ensure against certain risks, the adequacy of 
its loss reserves, fluctuations in commodity prices, change in market 
prices or demand for motor fuels and ethanol, legislative changes 
regarding air quality, fuel specifications or incentive programs, as well 



<PAGE>



as general market conditions, competition and pricing.  The Company
believes that forward-looking statements made by it are based upon 
reasonable expectations.  However, no assurances can be given that actual 
results will not differ materially from those contained in such forward-
looking statements.  The words "estimate", "anticipate", "expect", 
"predict", "believe" and similar expressions are intended to identify 
forward-looking statements.


THREE MONTHS ENDED SEPTEMBER 30, 1998 and 1997

Net Sales and Revenues and Operating Expenses and Results of
Operations.

During the three months ended September 30, 1998, approximately 17.1 million
gallons of fuel grade ethanol were sold at an average price of $1.05 per 
gallon, compared to approximately 12.6 million gallons sold during the 
same period ended September 30, 1997, at an average price of $1.13 per 
gallon.  Industrial grade ethanol sold during the three months ended 
September 30, 1998 totaled approximately .8 million gallons at an average 
price of $1.38 per gallon, compared to approximately .84 million gallons 
sold during the same period ended at September 30, 1997 at an average 
price of $1.31 per gallon.  Additionally, the Company purchased and sold 
approximately 1.0 million gallons of fuel grade ethanol with no 
significant gain or loss on the transactions.  Higher net sales and 
revenues for the three months ended September 30, 1998 compared to the 
same period ended September 30, 1997 were primarily due to the 2.9 
million gallons of fuel ethanol sold at the Portales, Mew Mexico plant 
during the three months ended September 30, 1998.  The Portales facility 
was acquired in December, 1997 and became operational in March, 1998.  
The increased net sales and revenues for the period ending September 30, 
1998 were off set by a 7% decline in the average sale price for fuel 
grade ethanol experienced in the Company's fiscal 1999 first quarter 
compared to the average sale price for fuel grade ethanol in same period 
in fiscal 1998.

Cost of products sold as a percentage of net sales and revenues was 97.3% and
90.9% for the three month periods ended September 30, 1998 and 1997, 
respectively.  The increase in cost of products sold as a percentage of 
net sales and revenues was due to decreased per gallon revenues as 
described above, offset by lower average costs per bushel of grain.  
Average grain costs for the period ended September 30, 1998 were $2.29 
per bushel compared to an average cost of $2.44 per bushel for the period 
ended September 30, 1997.

Selling, general and administrative expenses were slightly higher for the 
three months ended September 30, 1998, compared to the same period ended 
September 30, 1997.  The slight increase is a result of increased 
staffing for the period ended September 30, 1998 compared to staffing for 
the period ended September 30, 1997.



<PAGE>



Net earnings decreased from 6.1% as a percentage of net sales and revenues 
for the three months ended September 30, 1997 to net earnings of 0.5% as 
a percentage of net sales and revenues for the same period ended 
September 30, 1998.  The decrease in net earnings as a percentage of net 
sales and revenues results primarily from a decrease in gross profits for 
the 1999 period from 1998.
  

Liquidity and Capital Resources

The Company's primary source of funds during the first fiscal quarter of 1999
was cash flow from operations and advances from revolving lines-of-
credit.  At September 30, 1998, the Company had negative working capital 
of approximately ($7.0) million.  Working capital decreased compared to 
the June 30, 1998 negative working capital of ($6.4) million.  This 
decrease is the net effect of a decrease in inventories, increase in 
accounts receivables and the increase in borrowings on the Company's 
revolving lines-of-credit.

Capital expenditures in the first three months of fiscal 1999 amounted to 
$0.8 million compared to $1.4 million, for the same period in fiscal 
1998.  These expenditures were primarily for modifications at the three 
plants.

In the opinion of management, funds expected to be generated from future 
operations and the Company's ability to rely upon future secured 
borrowings will provide adequate liquidity for the foreseeable future.  
The Company may however, seek additional funding through sale of stock, 
exercise of options held by directors and officers, or issue debt and/or 
equity securities as additional sources of financing are needed.


Seasonality

Ethanol prices increased as expected towards the end of the first fiscal 
quarter for 1999.  Prices for ethanol sold in mandated oxygen markets 
historically increase during the months September through March due to 
the Federal Oxygen Program.  Although these seasonal price increases have 
occurred, both gasoline and ethanol prices are somewhat lower than those 
experienced in the summer and fall of 1997.  Since ethanol replaces 
gasoline, changes in gasoline have historically resulted in similar 
changes in the price paid for ethanol.  Gasoline prices have recently 
trended lower, and levels of on-hand finished ethanol inventory appear to 
be slightly higher than normal, which could lead to some softening of the 
ethanol market during the third fiscal quarter for 1999.  The Company has 
contracted to sell virtually all of the Company's ethanol production 
volume into January 1999, and substantial amounts thereafter, at prices 
which management believes to be favorable.

The Company's feedstock prices continued to decline significantly from fiscal
1998, as the corn markets reached a ten year low near the end of this 
first fiscal quarter for 1999.  After a slight rebound in October, grain 
prices again declined and are expected to weaken further as harvest 
continues due to the anticipated near record harvest.  While weather, 
carryouts, exports and other factors can still significantly affect grain 
prices, the U.S. Department of Agriculture crop reports predict the 
second largest corn crop in the last ten years along with a large 
carryout.  As part of a risk management program, the Company has 


<PAGE>



contracted grain deliveries for all three plants for a substantial
portion of fiscal year 1999.  The Company locked in prices for virtually 
all grain deliveries into January 1999. However, the Company has reserved 
the right to price most of the remainder of the contracted purchases in 
anticipation of potentially lower prices.

Prices for the Company's distillers grain by-products (DDGS), which 
historically fluctuate with the price of corn, are also currently lower 
than prices received during fiscal 1998.  These fluctuations in the price 
of DDGS are expected to provide some hedge for the Company against the 
possibility of an increase in grain prices.  However, an oversupply of 
competing feed ingredients currently exists in the marketplace, and if 
this oversupply continues, it could lessen the ability of DDGS to offset 
the impact of higher corn prices. 


Year 2000 Issues

The Company continues to assess its exposure to Year 2000 (Y2K) compliance 
issues.  In the manufacturing process, preliminary tests have demonstrated 
that the main computer process systems continue to operate without 
interruption and with no identifiable disruption to processing controls.  The
cost of purchasing Y2K upgrades for this software, which the Company may 
acquire as part of its routine upgrades and maintenance contracts is 
approximately $11,000.

In addition, diagnostic procedures are on going at the plant level to 
identify and test any imbedded technologies, which may also require some type 
of upgrade or replacement due to the Y2K issue.  This phase of the Company's 
Y2K compliance program is expected to be completed during the first quarter 
of calendar 1999.  Due to insufficient information, the Company is currently 
unable to estimate the impact on operations, if any, or estimate the cost for
potential Year 2000 issues related to imbedded chips and similar 
technologies.

During fiscal 1998, the Company upgraded its existing financial reporting 
software to a Y2K compliant version, at a cost of approximately $5,000.  
Upgrades to other existing financial software packages and PC hardware for 
compliance with Year 2000 are estimated not to exceed approximately $10,000.

The Company has also begun the process of making inquiries and gathering 
information regarding Y2K compliance exposures faced by its vendors and 
customers.  Management has insufficient information at this time to assess 
the degree to which vendors and customers have addressed or are addressing 
Y2K compliance issues, and to fully evaluate the risk of disruption to 
operations that those businesses might face as a result of Year 2000 issues.

At September 30, 1998, the Company had not developed any contingency plans to 
handle the most reasonably likely "worst case" scenarios.  Due to the risk of 
loss of certain utilities and the currently unknown status of the ability of 
the utility companies to continue to supply needed services, the Company 
expects to develop a contingency plan by mid-1999.  Except for the services 
previously noted, no major part or critical operation of any segment of the 
Company's business is reliant on a single source for raw materials, supplies, 
or services.  Nonetheless, there can be no assurance that the Company will be 
able to identify all Y2K compliance risks, or, that all contingency plans 
will assure uninterrupted business operations across the millennium.




<PAGE>




PART II                       OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

No new legal proceedings were instigated during the quarter ended September 30,
1998 which would be considered other than in the ordinary course of the 
Company's business.


Item 2.  CHANGES IN SECURITIES

Not applicable.


Item 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


Item 5.  SUBSEQUENT EVENTS.

None.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a).  Exhibit 27-1   Financial Data Schedule

         b).  Reports on Form 8-K and 8-KA.  During the quarter for which this
              report is filed, the Company filed the following Form 8-K's:
   

              July 1, 1997           Announcement of formation of a new four-
                                     person senior management team.      

              August 14, 1998        Company announced fiscal year end earnings
                                     and earnings per share at June 30, 1998.


<PAGE>

  


                                 SIGNATURES


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


HIGH PLAINS CORPORATION



Date   February 11, 1999                          /s/Gary R. Smith
                                                     President  
                                                     Chief Executive Officer