STARCRAFT CORP /IN/
10-Q/A, 1998-05-20
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 10-Q
                                (Amendment No. 1)

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

                      For the quarter ended March 29, 1998

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

                         Commission file number: 0-22048


                              STARCRAFT CORPORATION
             (Exact name of registrant as specified in its charter)

            Indiana                                    35-1817634
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

                              Post Office Box 1903
                               2703 College Avenue
                              Goshen, Indiana 46526
                (Address of principal executive offices/zip code)

Registrant's telephone number, including area code: 219/533-1105


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  |_|

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable date: May 1, 1998 - 4,133,600 shares
of Common Stock, without par value.

                                

<PAGE>
     This  amended  Form  10-Q  is  filed  to  include  information   previously
inadvertently  omitted under Item 4 of Form 10-Q, filed with the SEC on May 13,
1998.


PART II.          OTHER INFORMATION

       Item 4.    Submission of matters to a vote of Security Holders


            (b)      Business conducted:

                     1)       Election of Director nominee 
                              ---------------------- Votes Cast ----------------
                                                                    Broker
                                          For         Withheld     Non-Votes
                                       ----------     --------     ---------
                     L. Craig Fulmer   3,202,113*      21,800          0


                     2)       Approval and Ratification of the appointment
                              of Ernst & Young, LLP for fiscal year ending
                              September 28, 1998.

                              --------------------- Votes Cast ---------------
                                                                      Broker
                                       For       Against   Abstain   Non-Votes
                                    ----------   -------   -------   ---------
                                    3,216,238*    7,370      305         0

            *  Excludes 440,900 non-voting shares under Indiana Code ss.
               23-1-42, based on information porvided by Heartland 
               Advisors, Inc.



<PAGE>


SIGNATURES


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



                                          STARCRAFT CORPORATION
                                              (Registrant)



May 20, 1998                          By: /s/ Michael H. Schoeffler
                                          --------------------------
                                          Michael H. Schoeffler
                                          President and Chief Financial Officer


                                
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