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, 1999

         [  ] 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  pursuant 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  January 31,  1999,  were
$7,509,312.

         The aggregate  market value of the voting stock held by  non-affiliates
of  Registrant  as of March 31,  1999 was  approximately  $221,489  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, 1999, 502,470 shares of Common Stock were outstanding.


                      DOCUMENTS INCORPORATED BY REFERENCE:

The issuer's definitive proxy statement to be filed with the Securities Exchange
Commission  within 120 days after January 31, 1999, is incorporated by reference
into Part III of this Form 10-KSB.

     Transitional small business disclosure format (check one) YES    NO X

                                       2
<PAGE>


                                    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             48              1986
        Charles H. Holmes, Jr.              58              1994
        Charles F. Huber1,2                 69              1992
        William D. Witter1,2                69              1977
        Calvin A. Thompson1,2               74              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.

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.

                                       3
<PAGE>

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                     58
                           Officer and President of Spitz, Inc.

  Paul L. Dailey, Jr.      Chief Financial Officer, Secretary and            42
                           Vice President-Finance of Spitz, Inc.

  John A. Fogleman         Vice President - Operations of                    50
                           Spitz, Inc.

  Jonathan A. Shaw         Chief Operating Officer, Executive Vice
                           President of Company and Spitz, Inc.              42



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.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended,  requires


                                       4
<PAGE>

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.       1999      $ 133,762                                      $ 4,834 (c)
President and Chief          1998        133,762     $ 15,000 (b)      12,000           5,062 (c)
Executive Officer            1997        130,999                        3,000           4,480 (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


On  July  14,  1995  the  stockholders  of the  Company  voted  to  approve  the
Transnational  Industries Inc. 1995 Stock Option and Performance  Incentive Plan
(the  "Option  Plan")  adopted by the Board of Directors of the Company on March
21,  1995.  The  purpose  of the Option  Plan is to attract  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.  Under the
Option Plan,  awards are granted to key  employees  whose  initiative  is deemed
valuable for the successful  conduct and development of the Company's  business.


                                       5
<PAGE>

The  Option  Plan  provides  for the  awarding  of up to  50,000  shares  of the
Company's  Common  Stock to employees  of the Company and its  subsidiaries.  In
April 1999,  the  Company's  Board of Directors  voted,  subject to  shareholder
approval,  to increase the number of awards  available under the plan by 100,000
shares. As of May 28, 1999 no awards have been made from the additional  100,000
shares.  Awards may be in various  forms of stock  options,  stock  appreciation
rights,  and  shares of common  stock.  Awards are  granted by the  Compensation
Committee of the Board of Directors of the Company.

There were no awards under the Option Plan during the fiscal year ended  January
31, 1999. The following  table sets forth  information  relating to prior option
awards to Charles H. Holmes,  Jr. None of such option awards were "in the money"
at January 31, 1999.

        Aggregated Option Exercises in Fiscal Year Ended January 31, 1999
                        and Fiscal Year End Option Values
       -------------------------------------------------------------------
                                          Unexercised Options (#)
                                            at Fiscal Year End
              Name                      Exercisable/Unexercisable
       ---------------------           ----------------------------

       Charles H. Holmes, Jr.                  4,500/10,500



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, 1999, for the period through April 30,
2000. 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.


COMPENSATION OF DIRECTORS

The  Chairman of the Board of  Directors  is paid a fee of $50,000 per annum and
each other outside  director is paid a fee of $10,000 per annum. The fee paid to
the Chairman is based on the Chairman's  spending one-third of his working hours
assisting the Company and its subsidiary.

                                       6
<PAGE>

    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, 1999 (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.




                                   Amount and Nature
Name and Address                of Beneficial Ownership      % of Common Stock
--------------------------------------------------------------------------------
Penfield Limited Partnership            81,760                     16.3%
c/o William D. Witter, Inc.
153 East 53rd Street
New York, NY 10022

Estate of Alan Drew                     45,710                      9.1%
421 Sable Palm Lane
Vero Beach, FL 32963


SECURITY OWNERSHIP OF MANAGEMENT

The following  table sets forth,  as of March 31, 1999,  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:


                                        Amount and Nature
 Name                               of Beneficial Ownership   % of Common Stock
 -------------------------------------------------------------------------------
 William D. Witter                          246,498(1)                49.1%
 Charles Huber                               49,500                    9.9%
 Michael S. Gostomski                        21,290                    4.2%
 Charles H. Holmes, Jr.                       7,750(2)                 1.5%(3)
 Calvin A. Thompson                          18,400(4)                 3.7%

 All current Directors and executive        357,693(5)                 69.1%(3)
 officers as a group (8 persons)
--------------


(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
     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


                                       7
<PAGE>

     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 5,250 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 15,250 shares of Common Stock  acquirable  within sixty
     days  upon  the  exercise  of all  stock  options  owned  by the  Company's
     executive officers.

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

            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


On September 26, 1997 the Company offered holders of 1,744 outstanding shares of
the Company's Series B Cumulative  Convertible Preferred Stock ("Preferred") the
right to exchange  each share of the  Preferred  for 125 shares of the Company's
common stock  ("Common").  The offer (the "Exchange  Offer") expired on November
28,  1997.  Holders of 1,414 shares of  Preferred  accepted the exchange  offer.
Accordingly,  in January  1998,  the Company  issued  176,750 of its  authorized
Common in  exchange  for 1,414  shares of  Preferred,  which were  retired.  The
holders  of the  remaining  330  shares  of  Preferred  did not  respond  to the
solicitation  and their shares will remain  outstanding  unless and until either
(i) the shares  are  redeemed  or  converted  in  accordance  with the  original
contractual  terms of the Preferred or (ii) the holders of the Preferred request
and the Company  agrees to exchange their shares at a future time (which neither
side is obligated to do and which, if done,  would be at an exchange ratio to be
negotiated in conjunction therewith).

In the Exchange  Offer,  the following  officers,  directors and 10%  beneficial
shareholders  exchanged  Preferred for Common:  (i) Jonathan  Shaw, an executive
officer,  exchanged  20 shares of  Preferred  for 2,500  shares of Common;  (ii)
Michael  Gostomski,  a director,  exchanged  128 shares of Preferred  for 16,000
shares of Common;  (iii) Calvin  Thompson,  a director,  exchanged 100 shares of
Preferred for 12,500 shares of Common; (iv) Charles Huber, Chairman of the Board
of Directors, exchanged 100 shares of Preferred for 12,500 shares of Common; (v)
Charles  Holmes,  a Director  and an executive  officer,  exchanged 20 shares of
preferred for 2,500 shares of Common;  (vi) Paul Dailey,  an executive  officer,
exchanged  10 shares  of  Preferred  for 1,250  shares  of  Common;  (vii)  John
Fogleman,  an executive officer,  exchanged 4 shares of Preferred for 500 shares
of Common;  (viii)  Penfield  Limited  Partners,  a 10% beneficial  shareholder,
exchanged 400 shares of Preferred for 50,000 shares of Common;  and (ix) William
D.  Witter's son  exchanged  140 shares of Preferred for 17,500 shares of Common
and the William D. Witter,  Inc.,  Profit  Sharing Fund  exchanged 160 shares of
Preferred for 20,000 shares of Common.

                                       8
<PAGE>

On June 12, 1997, the Company  entered in to a series of debt  agreements with a
new lender,  a commercial  bank,  whereby proceeds from two new promissory notes
payable to the new lender were used to retire  previous bank debt owed to, and a
Stock  Subscription  Warrant held by, Comerica Bank,  N.A., a commercial  lender
("Comerica").  Comerica agreed to accept $1,230,000 in full satisfaction for all
existing  debt  and for the  surrender  of the  Stock  Subscription  Warrant  to
purchase  108,913 shares of the Company's  Common Stock for $0.20 per share.  By
virtue of  holding  the  aforesaid  Stock  Subscription  Warrant  Comerica  was,
immediately  prior to the consummation of the aforesaid  transaction,  a greater
than 5% beneficial shareholder of the Company.

                                       9
<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 27, 1999                         TRANSNATIONAL INDUSTRIES, INC.



                                             By:  /s/  Paul L. Dailey
                                             -----------------------------------
                                                   Paul L. Dailey
                                                   Secretary-Treasurer
                                                   Chief Financial Officer


         In accordance  with the 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
-------------------------    --------------------------------    --------------


/s/ Charles F. Huber         Chairman of the Board                 May 27, 1999
--------------------------
Charles F. Huber



/s/ Charles H. Holmes, Jr.   Director, Chief Executive Officer     May 27, 1999
--------------------------
Charles H. Holmes, Jr.


/s/ William D. Witter        Vice Chairman of the Board            May 27, 1999
--------------------------
William D. Witter



/s/ Michael S. Gostomski.    Director                              May 27, 1999
-------------------------
Michael S. Gostomski


/s/ Calvin A. Thompson       Director                              May 27, 1999
----------------------
Calvin A. Thompson


                                       10
<PAGE>