FORM 10-Q

                     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 December 31, 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 December 31, 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                                                10 - 14


PART II  OTHER INFORMATION


Item 1.  Legal Proceedings                                               15 

Item 4.  Submission of Matters to a Vote of Security Holders             15  

Item 6.  Exhibits and Reports on Form 8-K                                16


<PAGE>

<TABLE>
  
                             HIGH PLAINS CORPORATION
                                  Balance Sheets
                                    (Unaudited)
                        December 31, 1998 and June 30, 1998




<CAPTION>
                                                   December 31,      June 30,
Assets                                                 1998            1998 
                                                   (Unaudited)          **
<S>                                               <C>              <C>
Current Assets:
  Cash and cash equivalents                       $  1,071,970     $   674,894
  Accounts Receivable            
    Trade (less allowance of $75,000                                           
      in 1998 and 1997)                              7,086,352       4,500,579
    Production credits and incentives
      (less allowance of $124,222 and $0)              342,132         829,849
  Inventories                                        4,144,519       6,328,232
  Current portion of long-term                                          
    notes receivable                                       -0-          31,307
  Prepaid expenses                                     936,349          85,168
  Refundable income tax                                    -0-          30,000
         Total current assets                       13,581,322      12,480,029

  Property, plant and equipment, at cost:
    Land and land improvements                         433,496         433,496
    Ethanol plants                                  94,123,655      92,906,633
    Other equipment                                    539,926         473,345
    Office equipment                                   298,654         279,278
    Leasehold improvements                              48,002          48,002
                                                    95,443,733      94,140,754
    Less accumulated depreciation                  (25,698,557)    (23,819,484)
      Net property, plant and equipment             69,745,176      70,321,270

Other assets:
  Equipment held for resale                            151,151         264,554
  Deferred loan costs (less accumulated
    amortization of $55,434 and $38,095, 
    respectively)                                      107,285         117,890
  Other                                                 30,178          65,886
        Total other assets                             288,614         448,330

                                                  $ 83,615,112    $ 83,249,629


<FN>

                  See accompanying notes to financial statements.


                      ** From audited financial statements.


</TABLE>
<PAGE>

<TABLE>

                             HIGH PLAINS CORPORATION
                             Balance Sheets Continued
                                   (Unaudited)
                       December 31, 1998 and June 30, 1998

<CAPTION>
                                                   December 31,      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                                        515,446         500,852
  Accounts payable                                   8,720,973       8,364,074
  Accrued interest                                     268,506         223,722
  Accrued payroll and property taxes                   746,151         822,971
  Deferred income taxes payable                        161,000             -0-
      Total current liabilities                     20,312,076      18,911,619

Revolving line-of-credit                             8,000,000       9,700,000
Capital lease obligations, less                                         
  current maturities                                 1,742,272       2,002,623
Deferred income taxes payable                          221,328             -0-
Other                                                  417,828         364,240
                                                    10,381,428      12,066,863

Stockholders' equity:
  Common stock, $.10 par value, authorized
  50,000,000 shares; issued 16,410,622
  shares at December 31, 1998 and June     
  30, 1998, of which 411,178 shares were   
  held as treasury stock at December 31,    
  1998 and June 30, 1998                             1,641,062       1,641,062
  Additional paid-in capital                        37,457,167      37,457,167
  Retained earnings                                 14,823,600      14,170,697
                                                    53,921,829      53,268,926

  Less:
    Treasury stock - at cost                          (863,911)       (863,911)
    Deferred compensation                             (136,310)       (133,868)
       Total stockholders' equity                   52,921,608      52,271,147

                                                  $ 83,615,112    $ 83,249,629


<FN>

                See accompanying notes to financial statements.


                     ** From audited financial statements.


</TABLE>

<PAGE>

<TABLE>


                            HIGH PLAINS CORPORATION
                              Statements of Income
                                  (Unaudited)
                  Three Months Ended December 31, 1998 and 1997
                 and Six Months Ended December 31, 1998 and 1997

<CAPTION>

                             Three Months Ended          Six Months Ended
                                 December 31,               December 31, 
                              1998         1997          1998         1997

<S>                       <C>          <C>           <C>          <C>
Net sales and revenues    $22,776,074  $21,660,983   $49,165,933  $44,231,820
Cost of products sold      21,080,787   20,489,792    46,760,588   40,995,891
  Gross Profit              1,695,287    1,171,191     2,405,345    3,235,929

Selling, general and
administrative expenses       515,505      465,213       972,966      915,342
  Operating income          1,179,782      705,978     1,432,379    2,320,587

Other income (expense):
  Interest expense           (455,809)    (324,534)     (898,408)    (667,122)
  Interest and other income    16,502       31,932       268,117       62,871
  Gain on sale of assets       90,143          -0-       233,143          -0-
                             (349,164)    (292,602)     (397,148)    (604,251)

Net earnings before
  income taxes                830,618      413,376     1,035,231    1,716,336

Income tax (expense)
  benefit                    (307,328)      (7,968)     (382,328)      59,953

Net earnings              $   523,290  $   405,408   $   652,903  $ 1,776,289

Diluted earnings per   
share:                  
  Net earnings            $       .03  $       .03   $       .04  $       .11


<FN>

                 See accompanying notes to financial statements.

</TABLE>

<PAGE>

<TABLE>


                             HIGH PLAINS CORPORATION
                       Statements of Stockholders' Equity
                                    (Unaudited)
                       Six Months Ended December 31, 1998

<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

     
Amortization of
 deferred
 compensation                                                                        9,743         9,743

Net earnings for
 the quarter                                              523,290                                523,290
                                                                                                              
        
Balance
 December 31,
 1998            16,410,622  $1,641,062  $37,457,167  $14,823,600  $ (863,911)  $ (136,310)  $52,921,608
                                                                                                              
        

<FN>
                              See accompanying notes to financial statements.


</TABLE>

<PAGE>

<TABLE>


                            HIGH PLAINS CORPORATION
                            Statements of Cash Flows
                                  (Unaudited)
                   Six Months Ended December 31, 1998 and 1997

<CAPTION>
                                                     1998             1997   
<S>                                              <C>              <C>
Cash Flows from operating activities:
 Net earnings                                    $   652,903      $ 1,776,289
 Adjustments to reconcile net earnings to
  net cash provided by operating activities:
   Depreciation and amortization                   1,897,711        1,682,192
   Amortization of deferred compensation              20,909           32,948
   Compensation expense on stock options granted         -0-           39,131
   Provision for bad debt                            124,222              -0-
   Gain on sale of equipment                        (233,143)          (1,050)
   Debt forgiveness                                 (231,359)             -0-
   Deferred income taxes                             382,328              -0-
   Payments on notes receivable                       31,307           57,283
Changes in operating assets and liabilities:
 Accounts receivable                              (2,222,278)      (2,227,156)
 Inventories                                       2,183,713        1,088,341
 Refundable income tax                                30,000          145,328
 Prepaid expenses                                   (851,181)        (544,586)
 Accounts payable                                    588,258        1,135,837
 Accrued liabilities                                 (32,036)         (37,070)
                                                                               
     Net cash provided by operating activities     2,341,354        3,147,487 
                                                                               
Cash flows from investing activities:
 Proceeds from sale of equipment                     436,545            8,590
 Acquisition of property, plant and equipment     (1,394,280)      (5,904,041)
 Decrease (increase) in other non-current                      
  assets                                              28,976          (19,735)
                                                                               
     Net cash used in investing activities          (928,759)      (5,915,186)
                                                                               
Cash flows from financing activities:
 Proceeds from revolving lines-of-credit             900,000        5,700,000 
 Payments on revolving lines-of-credit            (1,700,000)      (2,800,000)
 Payments on capital lease obligations              (245,757)        (264,016)
 Increase in other non-current liabilities            30,238           12,219
                                                                               
     Net cash provided by financing activities    (1,015,519)       2,648,203 
                                                                               
     Increase (Decrease) in cash and cash
       equivalents                                   397,076         (119,496)

Cash and cash equivalents:    
     Beginning of period                             674,894        2,389,758
     End of period                               $ 1,071,970      $ 2,270,262
                                                                               
  
<FN>
                 See accompanying notes to financial statements.


</TABLE>

<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
December 31, 1998 are not necessarily indicative of the operating results for 
the entire year.

(2)  Financial Arrangements

Subsequent to the quarter ending December 31, 1998, the Company amended its 
revolving credit note with its primary lender.  The amendment extends the 
maturity of this note from January 8, 1999 to March 31, 1999.  The Company has
$6.5 million outstanding on this line of credit.  In addition, at December 31, 
1998 the Company failed to meet certain financial covenant ratios as required 
under the Company's existing lending agreement.  However on February 4, 1999 
the lender waived its rights to declare the debt due and payable based on these
covenant violations at December 31, 1998.  The Company is currently negotiating
with its lender for the expansion of the Company's existing lines-of-credit and
to reset certain covenant requirements to avoid potential future violations.

(3)  Stock Options

On December 16, 1998, 115,000 options were granted at $1.625 per share to 
certain directors and officers in lieu of compensation.  On December 31, 1998 
15,000 options were granted at $1.6875 per share to the president pursuant to 
an employment agreement.  These options were issued at the fair market value of
the stock on the grant date.

(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 the 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 diluted earnings per share above would have been 
reduced to the pro forma amounts below:



<PAGE>

<TABLE>
<CAPTION>

For the three months ending
 December 31,                                    1998             1997   
    <S>                                      <C>              <C>
    Net earnings
      As reported                            $  523,290       $  405,408
      Pro forma                                 409,364          236,744

    Diluted earnings per share:
      As reported                            $      .03       $      .03
      Pro forma                                     .03              .01

For the six months ending
 December 31,

    Net earnings                        
      As reported                            $  652,903       $1,776,289
      Pro forma                                 522,606        1,466,193

    Diluted earnings per share:
      As reported                            $      .04       $      .11
      Pro forma                                     .03              .09


</TABLE>

The Company's basic earnings per share for the pro forma information noted 
above is 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 December 31, 1998 and
1997 have been calculated based on 16,004,582 and 16,020,735 diluted shares 
outstanding, respectively.  The diluted earnings per share for the six months 
ended December 31, 1998 and 1997 have been calculated based on 16,009,202 and 
16,033,290, respectively.  The Company's diluted earnings per share in the 
financial statements above are the same as the basic earnings per share for 
each of the periods disclosed.
 



<PAGE>




Part I  MANAGEMENTS DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2.

Forward-looking Statements

Forward-looking statements in this Form 10-Q, 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 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.

Six Months Ended December 31, 1998 and 1997

Net Sales and Operating Expenses.

Net sales and revenues for the six months ended December 31, 1998, were higher
than net sales for the same period ended December 31, 1997.  During the six 
months ended December 31, 1998, approximately 32.7 million gallons of fuel 
grade ethanol were sold at an average price of $1.06 per gallon compared to 
25.5 million gallons sold at an average price of $1.13 per gallon, for the same
period ending December 31, 1997.  In addition, approximately 1.0 million 
gallons of industrial grade ethanol were sold at an average price of $1.36 per
gallon during the six months ended December 31, 1998 compared to approximately
1.5 million gallons sold at an average price of $1.34 per gallon for the same 
period ending December 31, 1997.  Fuel grade gallons sold during the six months
ended December 31, 1998 increased approximately 28% compared to the same period
in 1997 primarily as a result of increased production available for sale due to
approximately 5.8 million gallons of production from the Portales, New Mexico 
facility.  This facility began producing in March 1998. 

Cost of products sold as a percentage of net sales and revenues was 95.1% and 
92.7% for the six month periods ended December 31, 1998 and 1997, respectively.
The increase in the cost of products sold as a percentage of net sales and 
revenues was primarily due to the decrease in the average sale price for fuel 
grade ethanol offset by a decrease in average grain prices.  The average cost 
of grain declined to $2.14 per bushel for the six months ended December 31, 
1998, down from $2.43 per bushel for the same period in 1997.



<PAGE>



Selling, general and administrative expenses increased 6.3% for the six months
ended December 31, 1998, compared to the same period ended December 31, 1997.  
This increase is the result of an increase in administrative salary and benefit
expenses resulting from an increase in staff and changes in management and an 
increase in investor relations expenditures.

Net Earnings.

Net earnings decreased 63.2% for the six months ended December 31, 1998, 
compared to net earnings for the same period in 1997.  Net earnings as a 
percentage of net sales and revenues decreased from 4.0% to 1.3%.  The decrease
is due to a decrease in the average sale price for ethanol in the 1998 period 
compared to the same period in 1997 and an increase in income tax expense 
primarily composed of deferred income taxes of $382,328 for the six months 
ended December 31, 1998 compared to an income tax benefit of $59,953 for the 
comparable period in 1997.  Diluted earnings per share at December 31, 1998, 
were 63.6% lower than diluted earnings per share for the same period in 1997 
due to the decrease in net earnings.

MATERIAL CHANGES IN RESULTS AND OPERATIONS

Three Months Ended December 31, 1998 and 1997

Net Sales and Operating Expenses and Results of Operations.

Net sales and revenues for the three months ended December 31, 1998, increased
5.1% compared to the same period in 1997.  During the quarter ended
December 31, 1998, approximately 15.6 million gallons of fuel grade ethanol
were sold at an average price of $1.11 per gallon compared to approximately
12.9 million gallons sold during the same period in 1997 at an average price
of $1.18 per gallon.  Fuel grade gallons sold during the three months ended
December 31, 1998 increased approximately 21.0% compared to the same period in
1997 due to 3 million additional gallons of product available for sale produced
at the Portales, New Mexico facility which began production in March 1998.  In
addition, approximately .4 million gallons of industrial grade ethanol were 
sold at an average price of $1.17 per gallon during the three months ended 
December 31, 1998, compared to .7 million gallons sold at an average price of 
$1.51 per gallon in the same period in 1997.

Cost of products sold as a percentage of net sales and revenues was 92.6% and 
94.6% for the three month periods ended December 31, 1998 and 1997, 
respectively.  The decrease in cost of products sold as a percentage of net 
sales and revenues is primarily due to a decrease in the cost of grain offset 
by a decrease in the average sale price for fuel grade ethanol.  The average 
cost of grain decreased 14.2% to $2.06 per bushel for the three months ended 
December 31, 1998, down from $2.40 per bushel for the same period ended 
December 31, 1997.

Selling, general and administrative expenses increased 10.8% for the three 
months ended December 31, 1998, compared to the period ended December 31, 1997.
The increase was primarily due to an increase in expenditures for investor 
relations and an increase in administrative salary expenses and benefits 
resulting from an increase in staff and changes in management.




<PAGE>



Net Earnings.

Net earnings increased 29.1% for the three months ended December 31, 1998 from
the prior period in 1997.  The increase in net earnings was due to the increase
in gross margin in the 1998 period compared to 1997 offset by the $307,328 in 
income tax expense, which primarily consisting of deferred income taxes, for 
the three months ended December 31, 1998 compared to $7,968 of income tax 
expense for the three months ended December 31, 1997.  Diluted earnings per 
share for the three months ended December 31, 1998 were comparable to diluted 
earnings per share for the three months ending December 31, 1997.


Liquidity and Capital Resources

The Company's primary source of funds during the second quarter of fiscal 1999
was cash flow from operations.  At December 31, 1998, the Company had negative
working capital of ($6.7) million compared to a negative working capital of 
approximately ($6.4) million at June 30, 1998.  The decrease in the working 
capital was primarily the net effect of an increase in trade accounts 
receivable offset by an increase in inventories and an increase in borrowings 
on the Company's lines-of-credit.

Capital expenditures in the first six months of fiscal 1998 amounted to 
approximately $1.4 million for modifications at the Company's three plants 
compared with approximately $5.9 million for the same period in fiscal 1997. 
The fiscal 1997 expenditures included the $4 million acquisition of the 
Portales, New Mexico facility.

In the opinion of management, the current liquidity position of the Company is
dependent upon its ability to renegotiate the existing financial agreements 
with the Company's primary lender.  The Company is seeking an expansion of its
existing lines-of-credit to provide additional working capital and is exploring
alternative financing arrangements through other financial institutions.  
Should the Company be unable to restructure its existing financial 
arrangements, the Company may seek additional funds through the sale of stock,
or issue debt and/or equity securities.

Funds expected to be generated from future operations will be negatively 
affected after December 1999 due to the scheduled expiration of the Nebraska 
production tax credit.  The Company anticipates full utilization of this credit
for calendar 1999 by the third quarter of calendar 1999.  However, there is 
currently a bill pending before the Nebraska legislature to extend the 
production tax credit but on a reduced per gallon rate.

Should this incentive not be extended, the Company's future operations in 
Nebraska and its liquidity position could be substantially and negatively 
affected.  However, the Company continues to improve efficiencies, to implement
cost reduction plans, and is working to expand into more profitable high 
quality markets to assist in improving the Company's liquidity and earnings.




<PAGE>





Seasonality

Fuel ethanol prices are historically stronger during the winter months due to 
the mandated markets of the Federal Oxygen Program.  Prices typically increase
in the weeks before September, and decrease by March due to shipping schedules.
 These seasonal price increases again occurred in the fall and winter of fiscal
1999, although climbing to a lower peak than in fiscal 1998.  The seasonal 
decline in anticipation of summer pricing has also started earlier than usual,
with lower prices appearing in early February 1999.  The Company believes this
decline is partially due to higher than normal levels of finished ethanol 
inventory on hand compared to the prior year, but mostly due to the continued 
low prices for gasoline.  Gasoline prices are at twenty year record lows, and 
since fuel ethanol replaces gasoline, changes in gasoline prices have 
historically resulted in corresponding changes in the price paid for ethanol. 
The Company has contracted to sell most of its production through March 1999, 
at prices which management believes to be favorable.  However, the Company 
expects to contract sales at lower seasonal prices for the remainder of fiscal
1999.

The Company is currently exploring ways to reduce the impact of these seasonal
price changes, and is considering longer term fuel ethanol sales agreements 
either at a fixed price or a variable price.  Expansion into non-mandated 
markets is also being pursued, as well as a new emphasis on the higher quality
industrial grade market, which is somewhat less seasonal.  Another factor which
could affect demand, and to some extent reduce seasonal price fluctuations in 
the industry, is the continuing effort to open the California market to 
ethanol.

Grain feedstock prices continue to be very favorable for the ethanol industry.
After a modest rebound in corn prices during October and November of 1998, 
prices have continued to decline to the ten year record low levels briefly seen
in the early fall of 1998.  The decline in prices is in anticipation of another
large corn crop, as well as a large carryout, projected for the next crop year. 
Many experts have predicted further softening of the corn market, but weather,
exports, and competing markets all have potentially major effects on the 
ultimate prices.  Pursuant to its risk management program, the Company has 
contracted grain deliveries for all three plants for a substantial portion of 
calendar 1999, and has priced most of its grain requirements into May 1999.  
The remaining unpriced grain has been reserved in anticipation of potentially 
lower pricing.

Prices for the Company's distillers grain by-products (DDGS), which 
historically fluctuate with the price of corn, are currently substantially 
lower than prices received during fiscal 1998.  The feed ingredient market has
strengthened somewhat from the previous quarter, but is still quite soft due to
a continued oversupply of competing protein feeds in the marketplace.  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, although 
perhaps not to the extent available in previous years.

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.



<PAGE>



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 second 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 December 31, 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 December 31,
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

The Company held its Annual Meeting of Stockholders on November 17, 1998.  The
meeting involved the election of three directors, H.T. Ritchie, Daniel O. 
Skolness and Arthur Greenberg.

<TABLE>
<CAPTION>

  Voting results:
                                                             BROKER
                         FOR       AGAINST   ABSTENTIONS    NONVOTES 

<S>                   <C>          <C>           <C>           <C>
H.T. Ritchie          10,493,815   185,808       -0-           -0-
Daniel O. Skolness    10,493,815   185,808       -0-           -0-
Arthur Greenberg      10,493,815   185,808       -0-           -0-

</TABLE>

The following details the issues which were presented to stockholders for vote
and the results of that vote:

(1)  Ratify the appointment of Allen, Gibbs & Houlik, LC as the Company's 
independent public accountants.

<TABLE>
<CAPTION>
                                                             BROKER
           RESULTS       FOR       AGAINST   ABSTENTIONS    NONVOTES 
             <S>      <C>           <C>         <C>            <C>
             (1)      10,511,823    91,537      75,463         -0-
             

</TABLE>

<PAGE>




Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

    a).  Exhibit 27-1  Financial Data Schedule

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



  October 19, 1998  Company announced first quarter earnings and earnings 
                    per share for the period ending September 30, 1998.


  October 26, 1998  Highlights of Gary R. Smith, President and CEO interview 
                    on the Stock Traders' Network.


  December 7, 1998  Company announced U.S. Department of Energy funded fuel 
                    cell feasibility study at York, Nebraska facility.




<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:

HIGH PLAINS CORPORATION


Date  February 16, 1999                        /s/Gary R. Smith
                                               President & CEO