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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549





                                 FORM 10-K/A


                               Amendment No. 1



For the fiscal year ended September 30, 1996      Commission File Number 0-20600



                            ZOLTEK COMPANIES, INC.
            (Exact name of registrant as specified in its charter)



            Missouri                                     43-1311101
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


3101 McKelvey Road, St. Louis, Missouri                               (Zip Code)
(Address of principal executive offices)                                63044




Registrant's telephone number, including area code:  (314) 291-5110



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Item 14.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K
--------  -----------------------------------------------------------------

          (a)(1)    Financial statements:  Incorporated herein by reference, are
listed in Item 8 of the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996.

             (2)    The following financial statement schedule and auditors'
report thereon are included in Part IV of the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1996:

                                                       Page(s)
                                                       -------

Report of Independent Public Accountants on
  Financial Statement Schedule                           19

12-09 Valuation and Qualifying Accounts and Reserves     20

               Schedules other than those listed above have been omitted because
they are either not required or not applicable, or because the information is
presented in the consolidated financial statements or the notes thereto.

             (3)  The following exhibits are filed herewith or incorporated by
reference herein, as indicated:

          2.1  Form of Share Purchase Agreement, by and among
               Allami Privatizacios Es Vagyonkezelo Reszvenytarsasag,
               Magyar Viscosa Rt. and Zoltek Corporation, filed as
               Exhibit 2.1 to Registrant's Registration Statement on
               Form S-1 (Reg. No. 33-97294) is incorporated herein by
               this reference

          2.2  Agreement on Sale of Lease Receivables, dated
               September 20, 1995, by and between Zoltek Corporation
               and Central European International Bank Ltd, filed as
               Exhibit 2.2 to Registrant's Registration Statement on
               Form S-1 (Reg. No. 33-97294) is incorporated herein by
               this reference

          2.3  Agreement on Sale of Shares, dated September 20,
               1995, with respect to 14.132 pcs of preferred shares of
               Magyar Viscosa Rt. by and between Zoltek Corporation
               and CIB Hungaria Bank Rt., filed as Exhibit 2.3 to
               Registrant's Registration Statement on Form S-1 (Reg.
               No. 33-97294) is incorporated herein by this reference

          2.4  Agreement on Sale of Shares, dated September 20,
               1995, with respect to 14.934 pcs of ordinary shares and
               29.534 pcs of preferred shares of Magyar Viscosa Rt. by
               and between Zoltek Corporation and CIB Hungaria Bank
               Rt., filed as Exhibit 2.4 to Registrant's Registration
               Statement on Form S-1 (Reg. No. 33-97294) is
               incorporated herein by this reference

          2.5  Sales Agreement, dated September 22, 1995, by and
               between Zoltek Corporation and Bank of Hungarian
               Savings Cooperatives, Ltd., filed as Exhibit 2.5 to
               Registrant's Registration Statement on Form S-1 (Reg.
               No. 33-97294) is incorporated herein by this reference


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          2.6  Agreement on Sale of Shares, dated September 12,
               1995, by and between Zoltek Corporation and Allami
               Fejlesztesi Intezet, filed as Exhibit 2.6 to
               Registrant's Registration Statement on Form S-1 (Reg.
               No. 33-97294) is incorporated herein by this reference

          2.7  Agreement on Sale of Shares Issued By Magyar
               Viscosa Rt., by and between Zoltek Corporation and
               Inter-Europa Bank Rt., filed as Exhibit 2.7 to
               Registrant's Registration Statement on Form S-1 (Reg.
               No. 33-97294) is incorporated herein by this reference

          2.8  Agreement on Sale of Loan Receivables by and
               between Zoltek Corporation and Bank of Inter-Europa
               Bank Rt., filed as Exhibit 2.8 to Registrant's
               Registration Statement on Form S-1 (Reg. No. 33-97294)
               is incorporated herein by this reference

          2.9  Agreement on Sale of Loan Receivables and Shares,
               dated as of September 12, 1995, by and between Zoltek
               Corporation and Creditanstalt Rt., filed as Exhibit 2.9
               to Registrant's Registration Statement on Form S-1
               (Reg. No. 33-97294) is incorporated herein by this
               reference

          2.10 Agreement for the Sale of Assets, dated as of
               August 17, 1995, by and among Zoltek Corporation,
               Zoltek Properties, Inc., Pioneer Pump and Packing,
               Inc., Pioneer Holdings, Inc. and Zsolt Rumy, filed as
               Exhibit 2 to Registrant's Current Report on Form 8-K
               dated August 31, 1995, is incorporated herein by this
               reference

          3.1  Restated Articles of Incorporation of the
               Registrant, filed as Exhibit 3.1 to Registrant's
               Registration Statement on Form S-1 (Reg. No. 33-51142)
               is incorporated herein by this reference

          3.2  Restated By-Laws of the Registrant, as currently
               in effect, filed as Exhibit 3.2 to Registrant's
               Registration Statement on Form S-1 (Reg. No. 33-51142)
               is incorporated herein by this reference

          4.1  Form of certificate for Common Stock, filed as
               Exhibit 4.1 to Registrant's Registration Statement on
               Form S-1 (Reg. No. 33-51142) is incorporated herein by
               this reference

         10.1  Loan Agreement, dated December 29, 1989, by and
               between Zoltek Corporation and Southwest Bank of
               St. Louis, as amended by letter, dated August 13, 1992,
               filed as Exhibit 10.7 to Registrant's Registration
               Statement on Form S-1 (Reg. No. 33-51142) is
               incorporated herein by this reference

         10.2  Zoltek Companies, Inc. Long Term Incentive Plan,
               filed as Exhibit 10.15 to Registrant's Registration
               Statement on Form S-1 (Reg. No. 33-51142) is
               incorporated herein by this reference

         10.3  Zoltek Companies, Inc. Directors Stock Option
               Plan, filed as Appendix A to Registrant's definitive
               proxy statement for the 1995 Annual Meeting of
               Shareholders on Form S-1 (Reg. No. 33-51142) is
               incorporated herein by this reference

         10.4  Promissory Note, dated September 29, 1994, by and
               between Zoltek Properties, Inc. and Metlife Capital
               Corporation, filed as Exhibit 10.8 to Registrant's
               Annual Report on Form


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               10-K for the fiscal year ended September 30, 1994, is
               incorporated herein by this reference

         10.5  Precursor Agreement, dated as of July 1, 1994, by
               and between Zoltek Corporation and Courtaulds Fibres
               Limited, filed as Exhibit 10.9 to Registrant's Annual
               Report on Form 10-K for the fiscal year ended September
               30, 1994, is incorporated herein by this reference. (An
               application for confidential treatment has been made
               for a portion of Exhibit 10.9.)

         10.6  Materials Supply Agreement, dated as of June 15,
               1994, by and between Zoltek Companies, Inc. and The
               B.F. Goodrich Company, filed as Exhibit 10.10 to
               Registrant's Annual Report on Form 10-K for the fiscal
               year ended September 30, 1994, is incorporated herein
               by this reference. (An application for confidential
               treatment has been made for a portion of Exhibit
               10.10.)

         10.7  Underwriting Agreement, dated November 17, 1995,
               by and between the Registrant and First Albany
               Corporation and Stifel, Nicolaus & Company,
               Incorporated, on behalf of the several underwriters,
               filed as Exhibit 1.1 to Registrant's Registration
               Statement on Form S-1 (Reg. No. 33-97294) is
               incorporated herein by this reference

         10.8  Loan Agreement, dated November 14, 1994, by and
               between Zoltek Properties, Inc. and The Reliable Life
               Insurance Company, filed as Exhibit 10.11 to the
               Registrant's Quarterly Report on Form 10-Q for the
               quarter ended March 31, 1995, is incorporated herein by
               this reference

         10.9  Promissory Note, dated November 14, 1994, by and
               between Zoltek Corporation and Southwest Bank of St.
               Louis, filed as Exhibit 10.2 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1995, is incorporated herein by this
               reference

         10.10 Letter, dated March 6, 1995, from Southwest
               Bank of St. Louis to the Registrant regarding amendment
               of certain loan covenants, filed as Exhibit 10.13 to
               the Registrant's Quarterly Report of Form 10-Q for the
               quarter ended March 31, 1995, is incorporated herein by
               this reference

         10.11 Purchase Agreement, dated September 18, 1996,
               by and between Registrant and Merrill Lynch & Co. and
               Stifel, Nicolaus & Company, Incorporated, on behalf of
               the several underwriters, filed as Exhibit 1.1 to
               Registrant's Registration Statement on Form S-3 (Reg.
               No. 333-07547) is incorporated herein by this reference

         13    Registrant's 1996 Annual Report to Shareholders
               filed as Exhibit 13 to the Registrant's Annual Report
               on Form 10-K for the fiscal year ended September 30,
               1996, is incorporated herein by this reference

         21    Subsidiaries of the Registrant, filed as Exhibit
               21 to the Registrant's Annual Report on Form 10-K for
               the fiscal year ended September 30, 1995, is
               incorporated herein by this reference


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          23   Consent of Price Waterhouse LLP filed as Exhibit
               23 to the Registrant's Annual Report on Form 10-K for
               the fiscal year ended September 30, 1996, is
               incorporated herein by this reference

          27   Financial Data Schedule is filed herewith

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                           SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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.

                                           ZOLTEK COMPANIES, INC.
                                               (Registrant)


                                   By /s/ Zsolt Rumy
                                      -------------------------------------
                                      Zsolt Rumy, Chairman of the Board,
                                      President and Chief Executive Officer
Date: January 31, 1997


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                         EXHIBIT INDEX
                         -------------
Exhibit No.                        Description
-----------                        -----------

 2.1   Form of Share Purchase Agreement, by and
       among Allami Privatizacios Es Vagyonkezelo
       Reszvenytarsasag, Magyar Viscosa Rt. and Zoltek
       Corporation<F*>

 2.2   Agreement on Sale of Lease Receivables, dated
       September 20, 1995, by and between Zoltek
       Corporation and Central European International Bank
       Ltd.<F*>

 2.3   Agreement on Sale of Shares, dated September
       20, 1995, with respect to 14.132 pcs of preferred
       shares of Magyar Viscosa Rt. by and between Zoltek
       Corporation and CIB Hungaria Bank Rt.<F*>

 2.4   Agreement on Sale of Shares, dated September
       20, 1995, with respect to 14.934 pcs of ordinary
       shares and 29.534 pcs of preferred shares of Magyar
       Viscosa Rt. by and between Zoltek Corporation and
       CIB Hungaria Bank Rt.<F*>

 2.5   Sales Agreement, dated September 22, 1995, by
       and between Zoltek Corporation and Bank of Hungarian
       Savings Cooperatives, Ltd.<F*>

 2.6   Agreement on Sale of Shares, dated September
       12, 1995, by and between Zoltek Corporation and
       Allami Fejlesztesi Intezet<F*>

 2.7   Agreement on Sale of Shares Issued By Magyar
       Viscosa Rt., by and between Zoltek Corporation and
       Inter-Europa Bank Rt.<F*>

 2.8   Agreement on Sale of Loan Receivables by and
       between Zoltek Corporation and Bank of Inter-Europa
       Bank Rt.<F*>

 2.9   Agreement on Sale of Loan Receivables and
       Shares, dated as of September 12, 1995, by and
       between Zoltek Corporation and Creditanstalt Rt.<F*>

 2.10  Agreement for the Sale of Assets, dated as of
       August 17, 1995, by and among Zoltek Corporation,
       Zoltek Properties, Inc., Pioneer Pump and Packing,
       Inc., Pioneer Holdings, Inc. and Zsolt Rumy<F*>

 3.1   Restated Articles of Incorporation of the
       Registrant<F*>

 3.2   Restated By-Laws of the Registrant, as
       currently in effect<F*>

 4.1   Form of certificate for Common Stock<F*>

10.1   Loan Agreement, dated December 29, 1989, by
       and between Zoltek Corporation and Southwest Bank of
       St. Louis, as amended by letter, dated August 13,
       1992<F*>

10.2   Zoltek Companies, Inc. Long Term Incentive
       Plan<F*>

10.3   Zoltek Companies, Inc. Directors Stock Option
       Plan<F*>

[FN]
-----------
<F*> Incorporated herein by reference


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                         EXHIBIT INDEX
                         -------------
Exhibit No.                        Description
-----------                        -----------


10.4   Promissory Note, dated September 29, 1994, by
       and between Zoltek Properties, Inc. and Metlife
       Capital Corporation<F*>

10.5   Precursor Agreement, dated as of July 1,
       1994, by and between Zoltek Corporation and
       Courtaulds Fibres Limited.<F*> (An application for
       confidential treatment has been made for a portion
       of Exhibit 10.9.)

10.6   Materials Supply Agreement, dated as of June
       15, 1994, by and between Zoltek Companies, Inc. and
       The B.F. Goodrich Company.<F*> (An application for
       confidential treatment has been made for a portion
       of Exhibit 10.10.)

10.7   Underwriting Agreement, dated November 17,
       1995, by and between the Registrant and First Albany
       Corporation and Stifel, Nicolaus & Company,
       Incorporated, on behalf of the several underwriters<F*>

10.8   Loan Agreement, dated November 14, 1994, by
       and between Zoltek Properties, Inc. and The Reliable
       Life Insurance Company<F*>

10.9   Promissory Note, dated November 14, 1994, by
       and between Zoltek Corporation and Southwest Bank of
       St. Louis<F*>

10.10  Letter, dated March 6, 1995, from Southwest
       Bank of St. Louis to the Registrant regarding
       amendment of certain loan covenants<F*>

10.11  Purchase Agreement, dated September 18, 1996,
       by and between Registrant and Merrill Lynch & Co.
       and Stifel, Nicolaus & Company, Incorporated, on
       behalf of the several underwriters, filed as
       Exhibit 1.1 to Registrant's Registration Statement
       on Form S-3 (Reg. No. 333-07547) is incorporated
       herein by this reference.)<F*>

13     Registrant's 1996 Annual Report to Shareholders<F*>

21     Subsidiaries of the Registrant<F*>

23     Consent of Price Waterhouse LLP<F*>

27     Financial Data Schedule

[FN]
----------
<F*> Incorporated herein by reference


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