U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 FORM 10-KSB/A-1

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

         For the fiscal year ended January 31, 2000

         [  ] 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 0 - 14835

                         TRANSNATIONAL INDUSTRIES, INC.
                 (Name of small business issuer in its charter)

            Delaware                                    22-2328806
      (State or Other Jurisdiction                   (I.R.S. Employer
       of Incorporation or Organization)           Identification Number)



          Post Office Box 198                            19317
               U.S. Route 1                            (Zip Code)
        Chadds Ford, Pennsylvania
         (Address of principal
           executive offices)

Issuer's telephone number (610) 459-5200

Securities Registered Pursuant to Section 12(b) of the Exchange Act:   None

Securities Registered Pursuant to Section 12(g) of the Exchange Act:

                                  Common Stock
                           ($0.20 par value per share)
                                (Title of class)

         Check 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


<PAGE>


     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. (_____)

     The  Issuer's  revenues for the fiscal year ended  January 31,  2000,  were
$10,212,000.

     The aggregate  market value of the voting stock held by  non-affiliates  of
Registrant as of March 31, 2000 was approximately  $364,386 based on the average
of bid and asked  price of these  shares.  Shares of Common  Stock  held by each
executive  officer  and  director  and by each person who owns 5% or more of the
outstanding  Common Stock have been  excluded in that such persons may be deemed
to be affiliates.

     As of March 31, 2000, 456,760 shares of Common Stock were outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

           Transitional Small Business Disclosure Format (check one):
                                    Yes No X


                                       2
<PAGE>

This filing on Form 10-KSB/A-1 amends and restates Part III, Items 9, 10, 11 and
12 of the Annual Report on Form 10-KSB of Transnational Industries, Inc. for the
fiscal year ended January 31, 2000, filed on April 28, 2000.

                                    PART III

      ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Pursuant to the Registrant's  By-laws, the number of Directors of the Registrant
is determined by Board action,  and is currently fixed at seven. There currently
exist, however, two vacancies.

The following  information is submitted with respect to the current directors of
the  Company.  All such  directors  were  elected as directors by the holders of
Common Stock at the Company's last annual meeting of shareholders. All directors
serve until the next annual meeting of shareholders  and until their  successors
have been duly elected and shall have qualified.

                                                           Director
               Name                      Age                 Since

      Michael S. Gostomski1,2             49                   1986
      Charles H. Holmes, Jr.              59                   1994
      Charles F. Huber1,2                 70                   1992
      William D. Witter1,2                70                   1977
      Calvin A. Thompson1,2               75                   1994

---------

1Member of Compensation Committee.

2Member of Audit Committee.

                            --------------------

Michael S. Gostomski joined the Company in May 1986 as  Vice-President  Finance,
Treasurer,  and a director and became  Corporate  Secretary in March of 1988. In
October of 1989, he became Executive  Vice-President  of the Company.  On May 1,
1992,  he became  President  and Chief  Executive  Officer of the  Company.  Mr.
Gostomski resigned as an employee of the Company,  while remaining as a director
of the  Company,  in  September  1993,  at which time he became  Executive  Vice
President  of  Roller  Bearing  Company.  From  1980 to  1986,  he held  various
financial and management positions at Peabody  International  Corporation,  most
recently  as  a  Sector  Vice  President  in  charge  of  its   engineering  and
construction subsidiaries.  Mr. Gostomski, who is a Certified Public Accountant,
holds B.S. and M.B.A. degrees from the University of Connecticut.

Charles H. Holmes,  Jr.,  became a director of the Company in 1994.  He has held
various  operating  and  management  positions  at the  Company's  Spitz,  Inc.,
subsidiary since 1962. Mr. Holmes has been President of Spitz since 1988. He has
been President of the Company since September 1993. Mr. Holmes holds a degree in
Business Management from Goldey Beacom College.

                                       3
<PAGE>

Charles F. Huber became a director of the Company in February  1992 and Chairman
in 1994.  He is currently a managing  director of William D. Witter  Associates,
Inc. He holds a B.A. degree from Princeton University.

William D. Witter became a director of the Company in 1977 and  Vice-Chairman in
August of 1987. He has been President of William D. Witter Associates,  Inc., an
investment management concern,  since 1976. Mr. Witter holds an A.B. degree from
Yale University and an M.B.A. from Stanford Business School.

Calvin A. Thompson became a director of the Company in October 1994. He has been
a Managing  Director  of William D. Witter  Associates,  Inc.  since  1982.  Mr.
Thompson holds a B.S. degree in industrial engineering from Columbia University.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are as follows:

             Name                               Position                Age

    Charles H. Holmes, Jr.    President and Chief Executive              59
                              Officer and President of Spitz, Inc.

    Paul L. Dailey, Jr.       Chief Financial Officer, Secretary and     43
                              Vice President-Finance of Spitz, Inc.

    John A. Fogleman          Vice President - Operations of             51
                              Spitz, Inc.

    Jonathan A. Shaw          Chief Operating Officer, Executive Vice
                              President of Company and Spitz, Inc.       43


Information with respect to Mr. Holmes is set forth below in this Item 9.

Paul Dailey joined Spitz in September of 1983 as Controller.  In June of 1986 he
became  Vice  President  - Finance  for  Spitz.  In April  1993 he become  Chief
Accounting  Officer of the Company.  In September 1993 he became Chief Financial
Officer  and  Secretary  of  the  Company.  Mr.  Dailey  is a  certified  public
accountant and holds a B.A. degree in accounting from Rutgers University.

John Fogleman  became Vice  President - Operations for Spitz in July of 1992. He
has held various  operating and  management  positions at Spitz since 1972.  Mr.
Fogleman holds a B.A. degree in business management from Wilmington College.

Jonathan Shaw became Executive Vice President and Chief Operating Officer of the
Company and Spitz in April 1999.  He was Vice  President - Sales and  Technology
for Spitz since July of 1992.  He has held various  engineering  and  management
positions at Spitz since 1986. Mr. Shaw is a registered  Professional  Engineer,
holds an M.B.A.  degree from Widener  University and a B.S. degree in Mechanical
and Aerospace Engineering from the University of Delaware.

                                       4
<PAGE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended,  requires
directors,  executive officers and 10% beneficial owners of the Company's Common
Stock to file certain reports concerning their ownership of the Company's equity
securities.  Based solely upon a review of Forms 3 and 4 and amendments  thereto
furnished to the Company during its most recently competed fiscal year and Forms
5 and  amendments  thereto  furnished  to the Company  with  respect to its most
recently  completed  fiscal year, and other  information of which the Company is
aware, no director,  executive officer or beneficial owner of 10% or more of the
Company's Common Stock failed to make a requisite filing on a timely basis.

                        ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid to Charles H. Holmes,  Jr.,
the Company's Chief Executive  Officer.  Except for Mr. Holmes,  the Company did
not have any  executive  officer  whose total annual  salary and bonus  exceeded
$100,000 for the last completed fiscal year.

<TABLE>
<CAPTION>

                                                                             Long Term
                                  Annual Compensation (a)                   Compensation
                            -------------------------------------   -----------------------------
                                                                     Securities
                                                                     Underlying
   Name and                                                           Options          All Other
Principal Position           Year        Salary        Bonus         Granted (#)     Compensation
-------------------------------------------------------------------------------------------------
<S>                          <C>       <C>          <C>               <C>            <C>
Charles H. Holmes, Jr.       2000      $ 138,555                                      $  4,678 (c)
President and Chief          1999        133,090     $  7,500                            4,800 (c)
Executive Officer            1998        133,762     $ 15,000 (b)       12,000           5,062 (c)
----------
<FN>

(a)  Perquisites and other personal  benefits  amounted to less than ten percent
     of salary and are therefore not reported in table.

(b)  In fiscal 1998, Mr. Holmes received a $5,000 annual  performance  bonus and
     an additional $10,000 bonus awarded at the completion of the refinancing of
     the Company's debt agreements.

(c)  Consists entirely of Company contributions to 401(k) plan.
                                ----------------
</FN>
</TABLE>

STOCK OPTION AND PERFORMANCE INCENTIVE PLAN

The  Transnational  Industries Inc. Stock Option and Performance  Incentive Plan
(the "Option Plan") awards key employees whose initiative is deemed valuable for
the  successful  conduct and  development of the Company's  business.  Under the
Option Plan, awards may be in various forms of stock options, stock appreciation
rights, and shares of Common Stock. The purpose of the Option Plan is to attract


                                       5
<PAGE>

and retain the best available employees for the Company and its subsidiaries and
to  encourage  the  highest  level of  performance  by such  employees,  thereby
enhancing  the value of the  Company for the  benefit of its  stockholders.  The
Option  Plan is  also  intended  to  motivate  employees  to  contribute  to the
Company's future growth and  profitability  and to reward their performance in a
manner that provides them with means to increase  their holdings of Common Stock
of the Company and aligns their  interest with the interest of the  stockholders
of the Company. Awards are granted by the Compensation Committee of the Board of
Directors  of the  Company.  The Option Plan  provides for the awarding of up to
150,000 shares of the Company's Common Stock to employees of the Company and its
subsidiaries.  Options to purchase  50,000 common shares have been granted as of
January 31, 2000.

There were no awards under the Option Plan during the fiscal year ended  January
31, 2000. The following  table sets forth  information  relating to prior option
awards to Charles H. Holmes, Jr.

<TABLE>
<CAPTION>


             Aggregated Option Exercises in Fiscal Year Ended January 31, 2000
                          and Fiscal Year End Option Values
---------------------------------------------------------------------------------------------------------

                                                                                  Value of
                                 Unexercised Options (#)               Unexercised in-the-money Options
                                    at Fiscal Year End                      at Fiscal Year End ($)
         Name                   Exercisable/Unexercisable                  Exercisable/Unexercisable
         ----                  ---------------------------            -----------------------------------

<S>                                  <C>                                   <C>
  Charles H. Holmes, Jr.              8,250 / 6,750                          $ 21,188 / $17,063

</TABLE>

EMPLOYMENT AGREEMENTS

The Company entered into an employment  agreement with Mr. Holmes  effective May
1, 1995.  Under the agreement Mr. Holmes is currently paid an annual base salary
of $140,000 which may be increased  from time to time by the Company's  Board of
Directors, plus certain fringe benefits including group insurance,  supplemental
medical benefits and an automobile  allowance.  Mr. Holmes may also receive,  at
the sole discretion of the Company's Board of Directors, additional compensation
in the form of a cash  bonus or equity  securities  under the Option  Plan.  The
original  term of the agreement  was one year,  but the agreement  automatically
extends an additional  one year unless  otherwise  terminated by either party by
October 31 of the  existing  term.  Pursuant  to such  provision,  Mr.  Holmes's
contract  automatically renewed on May 1, 2000, for the period through April 30,
2001. In the event that Mr. Holmes's  employment is terminated without cause, he
will be entitled to a lump sum payment equal to twice his annual base salary and
the continuation of his fringe benefits for a period of two years. A non-renewal
of the  contract  term by the Company  within six months prior to or three years
after a "Change in Control" will be treated as a termination  without  cause.  A
"Change  in  Control"  is  defined  as (i) a change  within  twelve  months of a
majority of the Company's Board of Directors,  (ii) a change in control of fifty
percent of the Company's voting stock, (iii) the sale of the assets of Spitz, or
(iv) any merger or  consolidation  of the Company's  business which results in a
change in ownership of the majority of the equity of the Company.  The agreement
also includes a restrictive  covenant whereby Mr. Holmes agrees not to engage in
a competing business of the Company for a period of (i) three years in the event
of a termination  for cause or (ii) one year in the event that his employment is
otherwise terminated.

                                       6
<PAGE>

COMPENSATION OF DIRECTORS

The Chairman of the Board of Directors is  compensated  at a rate of $60,000 per
annum and each other outside director is paid a fee of $15,000 per annum.

    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain  information as to the only persons known
to the Company to be the beneficial owners of more than five percent (5%) of the
outstanding Common Stock of the Company as of March 31, 2000 (except for William
D. Witter and Charles Huber, whose respective  beneficial ownership is disclosed
in the  immediately  following  table).  The Common Stock is the Company's  only
class of voting securities.

<TABLE>
<CAPTION>

                                                       Amount and Nature
         Name and Address                           Of Beneficial Ownership            % of Common Stock
         ------------------------------------ ------------------------------------ ---------------------------

       <S>                                                <C>                              <C>
         Penfield Limited Partnership c/o                   81,760                           17.9%
         William D. Witter, Inc.
         153 East 53rd Street
         New York, NY 10022

</TABLE>


SECURITY OWNERSHIP OF MANAGEMENT

The following  table sets forth,  as of March 31, 2000,  the number of shares of
the outstanding  Common Stock of the Company  beneficially  owned by each of the
current  directors and executive  officers for whom disclosure is required to be
made  under the  Summary  Compensation  Table  pursuant  to Item  402(a)  (2) of
Regulation  S-B  promulgated  under  the  Securities  Exchange  Act of 1934,  as
amended,  individually,  and by the directors and all of the Company's executive
officers as a group:

<TABLE>
<CAPTION>

                                                   Amount and Nature
       Name                                     of Beneficial Ownership             % of Common Stock
       ---------------------------------- ------------------------------------- -------------------------
      <S>                                              <C>                                <C>
       William D. Witter                                246,498 1                          54.0%
       Charles Huber                                     49,500                            10.8%
       Michael S. Gostomski                              21,290                             4.7%
       Charles H. Holmes, Jr.                            11,500 2                           2.5% 3
       Calvin A. Thompson                                18,400 4                           4.0%

       All   current    Directors    and
       executive  officers as a group (8
       persons)                                         367,693 5                          76.3% 3
----------

<FN>

1    Includes (i) 102,813  shares of Common Stock owned by Mr.  Witter's  spouse
     and adult children, (ii) 20,600 shares of Common Stock owned by the William


                                       7
<PAGE>

     D. Witter,  Inc.,  Profit  Sharing  Fund,  (iii) 646 shares of Common Stock
     owned by ADW Inc.,  (iv) 222 shares of Common Stock owned by Virginia Woods
     Witter,  (v) 209 shares of Common Stock owned by the Helen C. Witter Trust,
     (vi) 214 shares owned by Elizabeth  Tacy Witter and (vii) the 81,760 shares
     of Common Stock  beneficially  owned by Penfield  Limited  Partnership  and
     described  in the  immediately  preceding  table.  Mr.  Witter  disclaims a
     beneficial  interest in the shares of Common  Stock  owned by Mr.  Witter's
     spouse and children.

2    Includes 9,000 shares of Common Stock acquirable within sixty days upon the
     exercise of Mr. Holmes's stock options.

3    Assumes  the  issuance by the  Company of all  securities  issuable to such
     executive  officer or all directors and executive  officers as a group,  as
     the case may be, upon the  exercise of all options  owned by such person or
     group.

4    Includes 2,500 shares of Common Stock owned by Mr. Thompson's  spouse.  Mr.
     Thompson  disclaims a  beneficial  interest  in the shares of Common  Stock
     owned by his spouse.

5    Includes a total of 25,250 shares of Common Stock  acquirable  within sixty
     days  upon  the  exercise  of all  stock  options  owned  by the  Company's
     executive officers.
                                ----------------
</FN>
</TABLE>


            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In February 2000 the Company completed a transaction whereby it purchased 45,710
shares of the  Company's  Common  Stock from the Estate of Alan Drew for cash of
$137,130 or $3 per share.  The 45,710  shares  represented  all of the Company's
Common  Stock  owned by the Estate of Alan Drew and,  prior to the  transaction,
amounted to 9.1% of the outstanding Common Stock of the Company.  Mr. Drew was a
former  director of the  Company.  The  Company is holding the 45,710  shares in
treasury.

                                       8
<PAGE>

SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: May 25, 2000                              Transnational Industries, Inc.

By:       /s/ Charles H. Holmes Jr.              By:    /s/  Paul L. Dailey
          --------------------------------              ------------------------
          Charles H. Holmes Jr.                         Paul L. Dailey
          Director, President and                       Vice President and
          Chief Executive Officer                       Chief Financial Officer

In  accordance  with the  Securities  Exchange  Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

Signature                         Title                            Date



By: /s/ Charles H. Holmes Jr.
    --------------------------
                                 Charles H. Holmes Jr.            May 25, 2000
                                 Director, President and
                                 Chief Executive Officer
                                 Principal Executive Officer)


By: /s/  Paul L. Dailey
    --------------------------
    Paul L. Dailey              Vice President and                May 25, 2000
                                Chief Financial Officer
                                (Principal Financial Officer)
                                (Principal Accounting Officer)


By: /s/  Charles F. Huber
    --------------------------
    Charles F. Huber            Chairman of the Board             May 25, 2000
                                of Directors


By: /s/  William D. Witter
    --------------------------
    William D. Witter            Vice-Chairman of the             May 25, 2000
                                 Board of Directors


By: /s/  Michael S. Gostomski
    ----------------------------
    Michael S. Gostomski          Director                        May 25, 2000


By:
    ----------------------------
    Calvin A. Thompson            Director                        May 25, 2000


                                       10