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

(Mark One)

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

     For  the fiscal year ended January 31, 2001

                                       OR

[ ]  TRANSITION  REPORT UNDER 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 of                       (I.R.S. Employer
Incorporation or Organization)                        Identification Number)

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

                                 (610) 459-5200
                           (Issuer's Telephone Number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under 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

     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,  2001,  were
$13,397,075.

     The aggregate  market value of the voting stock held by  non-affiliates  of
Registrant  as of March  31,  2001  was  approximately  $1,175,322  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, 2001, 456,760 shares of Common Stock were outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

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


 <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, 2001, filed on April 30, 2001.

                                    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, one vacancy.

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,  except for
Mason Carter who was elected by the  Directors to fill a vacancy.  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             50              1986
        Charles H. Holmes, Jr.              60              1994
        Charles F. Huber1                   71              1992
        William D. Witter1,2                71              1977
        Calvin A. Thompson1,2               76              1994
        Mason N. Carter                     55              2000




1 Member of Compensation Committee.

2 Member 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


                                       2
<PAGE>

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.

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.

Mason N. Carter became a director of the Company in October 2000. Mr. Carter has
been President and Chief  Executive  Officer of Merrimac  Industries  Inc. since
December  1996.  From 1994 to 1996 he was  President of the Products and Systems
Group of Datatec Industries,  Inc., Fairfield, New Jersey, a leading provider of
data network implementation services.


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                60
                               Officer and President of Spitz, Inc.

   Paul L. Dailey, Jr.         Chief Financial Officer, Secretary and       44
                               Vice President-Finance of Spitz, Inc.

   John A. Fogleman            Vice President - Operations of               52
                               Spitz, Inc.

   Jonathan A. Shaw            Chief Operating Officer, Executive Vice
                               President of Company and Spitz, Inc.         44


Information with respect to Mr. Holmes is set forth above 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.

                                       3
<PAGE>

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
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,  except as set forth below, 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.

Charles F. Huber failed to file timely a Form 4 to report each of the  following
acquisitions of Common Stock:  200 shares on March 29, 2000; 300 shares on April
3, 2000; 1,000 shares on April 10, 2000; 200 shares on June 19, 2000; 200 shares
on June 20, 2000;  200 shares on June 21, 2000; 200 shares on June 22, 2000; 200
shares on June 23,  2000;  200  shares on June 27,  2000;  200 shares on July 3,
2000;  200 shares on July 7, 2000;  200 shares on July 24,  2000;  200 shares on
July 27, 2000;  500 shares on August 8, 2000;  500 shares on August 9, 2000; 500
shares on September  14, 2000;  500 shares on September  15, 2000; an additional
500 shares on September 15, 2000; and 1,000 shares on September 29, 2000. A Form
4 reporting such  transactions was  subsequently  filed by Mr. Huber on November
17, 2000.

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 and the other  executive  officers whose
total  annual  salary  and bonus  exceeded  $100,000  (collectively,  the "Named
Executive Officers") for the last completed fiscal year.

                                       4
<PAGE>


<TABLE>
<CAPTION>


                                 Annual Compensation (a)

   Name and                                                                   All Other
Principal Position               Year            Salary        Bonus         Compensation
<S>                             <C>           <C>               <C>             <C>
Charles H. Holmes, Jr.          2001          $ 141,618         $15,000         $5,408(b)
President and Chief             2000            138,555                          4,678(b)
Executive Officer               1999            133,090           7,500          4,800(b)



Jonathan A. Shaw                2001          $ 108,772         $ 5,000         $3,653(b)
Vice President and Chief        2000             96,604                          3,138(b)
Operating Officer               1999             85,150                          2,795(b)



Paul L. Dailey                  2001          $ 100,668         $ 5,000         $3,470(b)
Vice President and Chief        2000             92,926                          3,075(b)
Financial Officer               1999             86,700           4,500          3,071(b)


<FN>

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

(b)  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
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, 2001.

There were no awards  made under the Option  Plan  during the fiscal  year ended
January 31, 2001. The following table sets forth  information  relating to prior
option awards to the Named Executive Officers:

                                       5
<PAGE>


<TABLE>
<CAPTION>


                          Aggregated Option Exercises in Fiscal Year Ended January 31, 2001
                                            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.                        12,000 / 3,000                          $ 75,750 / $18,750

  Jonathan A. Shaw                               6,250 / 1,250                          $ 39,688 / $7,813

  Paul L. Dailey                                 8,125 / 1,875                          $ 51,406 / $11,719

</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 $147,000 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, 2001, for the period through April 30,
2002. 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.

The Company also entered into an employment  agreement  with Mr. Shaw  effective
May 1, 1995.  Under the  agreement  Mr.  Shaw is  currently  paid an annual base
salary of $115,500,  which may be increased  from time to time by the  Company's
Board of Directors,  plus certain fringe benefits. Mr. Shaw 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  Transnational
Industries Inc. 1995 Stock Option and  Performance  Incentive 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
an existing term. Pursuant to such provision,  Mr. Shaw's contract automatically
renewed on May 1, 2001, for the period through April 30, 2002. In the event that
Mr. Shaw's employment is terminated without cause, he will be entitled to a lump


                                       6
<PAGE>

sum payment equal to his annual base salary and the  continuation  of his fringe
benefits  for a period of one year.  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.  The  agreement  also  includes a
restrictive  covenant  whereby  Mr.  Shaw  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.


The Company also entered into an employment  agreement with Mr. Dailey effective
May 1, 1995.  Under the agreement  Mr.  Dailey is currently  paid an annual base
salary of $106,000,  which may be increased  from time to time by the  Company's
Board of Directors,  plus certain fringe benefits.  Mr. Dailey 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
Transnational  Industries Inc. 1995 Stock Option and Performance Incentive 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 an  existing  term.  Pursuant  to such  provision,  Mr.  Dailey's
contract  automatically renewed on May 1, 2001, for the period through April 30,
2002. In the event that Mr. Dailey's  employment is terminated without cause, he
will be entitled  to a lump sum payment  equal to his annual base salary and the
continuation  of his fringe  benefits for a period of one year. 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.  The
agreement also includes a restrictive  covenant whereby Mr. Dailey 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

Mr. Huber,  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, 2001 (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.

                                       7
<PAGE>

<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, 2001,  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                               216,498(1)                        47.4%
       Charles Huber                                    56,000                           12.3%
       Michael S. Gostomski                             21,290                            4.7%
       Calvin A. Thompson                               18,400(4)                         4.0%
       Charles H. Holmes, Jr.                           17,500(2)                         3.7%(3)
       Paul L Dailey                                    11,250(5)                         2.4%(3)
       Jonathan A. Shaw                                 10,000(6)                         2.2%(3)
       Mason N. Carter                                     0                              0.0%

       All current Directors and
       executive officers as a group (9
       persons)                                         358,943(7)                       72.3%(3)

<FN>
1    Includes (i) 72,813 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
     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  15,000 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.



                                       8
<PAGE>

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  10,000 shares of Common Stock  acquirable  within sixty days upon
     the exercise of Mr. Dailey's stock options.

6    Includes 7,500 shares of Common Stock acquirable within sixty days upon the
     exercise of Mr. Shaw's stock options.

7    Includes a total of 40,000 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.

                                       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 29, 2001                              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.      Director, President and            May 29, 2001
                               Chief Executive Officer
                               (Principal Executive Officer)

By: /s/  Paul L. Dailey
    --------------------------
    Paul L. Dailey             Vice President and                 May 29, 2001
                               Chief Financial Officer
                               (Principal Financial Officer)
                               (Principal Accounting Officer)


By: /s/  Charles F. Huber
    --------------------------
    Charles F. Huber           Chairman of the Board              May 29, 2001
                               of Directors

By: /s/  William D. Witter
    --------------------------
    William D. Witter          Vice-Chairman of the Board         May 29, 2001
                               of Directors

By: /s/  Michael S. Gostomski
    --------------------------
    Michael S. Gostomski       Director                           May 29, 2001

By: /s/ Calvin A. Thompson
    --------------------------
    Calvin A. Thompson         Director                           May 29, 2001

By: /s/ Mason N. Carter
    --------------------------
    Mason N. Carter            Director                           May 29, 2001



                                       10