U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

      |X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

      For the quarterly period ended April 30, 2004

      |_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

      For the transition period from ____________ to ____________ .

                       Commission File Number 000 - 14835

                         TRANSNATIONAL INDUSTRIES, INC.
        (Exact name of small business issuer as specified in its charter)

              Delaware                                22-2328806
  (State or Other Jurisdiction of                  (I.R.S. Employer
   Incorporation or Organization)                 Identification No.)

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

                                 (610) 459-5200
                          (Issuer's telephone number)

                                       NA
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                         Common stock, $0.20 par value
                  Outstanding at May 31, 2004: 456,760 shares

Transitional Small Business Disclosure Format (check one): YES |_| NO |X|

<PAGE>

                         TRANSNATIONAL INDUSTRIES, INC.

                                      INDEX

                                                                            PAGE

Part I. FINANCIAL INFORMATION

      Item 1. Financial Statements

              Consolidated balance sheets --
              April 30, 2004, and  January 31, 2004.                         3-4

              Consolidated statements of operations -- Three
              months  ended April 30, 2004 and 2003                            5

              Consolidated statements of cash flows --
              Three months ended April 30, 2004 and 2003                       6

              Notes to consolidated financial statements --
              April 30, 2004.                                                7-8

      Item 2. Management's Discussion and Analysis or Plan of Operation     9-13

      Item 3. Controls and Procedures                                         13

Part II. OTHER INFORMATION

      Item 6. Exhibits and Reports on Form 8-K                                14

SIGNATURES                                                                    14


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                         Transnational Industries, Inc.

                           Consolidated Balance Sheets

                             (Dollars in thousands)

                                                       April 30,     January 31,
                                                          2004          2004
                                                      --------------------------
Assets                                                (Unaudited)     (Audited)

Current Assets:
  Cash                                                  $    253      $    135
  Accounts receivable                                      1,207         2,932
  Inventories                                              2,182         1,970
  Deferred taxes                                             368           368
  Other current assets                                       127           157
                                                        ----------------------

Total current assets                                       4,137         5,562

Property, plant and equipment:
  Land                                                     1,092         1,092
  Building                                                 2,184         2,184
  Machinery and equipment                                  4,530         4,522
  Less accumulated depreciation                           (3,589)       (3,445)
                                                        ----------------------

Net machinery and equipment                                4,217         4,353

Other assets:
  Repair and maintenance inventories, less provision
    for obsolescence                                         118           118
  Computer software, less amortization                       377           405
  Goodwill                                                 1,622         1,622
                                                        ----------------------

Total other assets                                         2,117         2,145
                                                        ----------------------

Total assets                                            $ 10,471      $ 12,060
                                                        ======================

See notes to consolidated financial statements.


                                       3
<PAGE>

                         Transnational Industries, Inc.

                     Consolidated Balance Sheets (continued)

                             (Dollars in thousands)

                                                          April 30,  January 31,
                                                            2004         2004
                                                        ------------------------
Liabilities and stockholders' equity                    (Unaudited)    (Audited)

Current liabilities:
 Accounts payable                                         $    633    $  1,253
 Deferred maintenance revenue                                  365         569
 Accrued expenses                                              285         269
 Billings in excess of cost and estimated earnings           1,005       1,220
 Current portion of long-term debt                             304         330
                                                          --------------------

Total current liabilities                                    2,592       3,641

Long-term debt, less current portion                         3,892       4,456

Stockholders' equity:
 Series B cumulative convertible preferred stock,
    $0.01 par value - authorized 100,000 shares;
    issued and outstanding 318 shares
    (liquidating value $197,558)                                73          73
 Common stock, $0.20 par value -authorized
    1,000,000 shares; issued and outstanding 456,760
    (excluding 45,710 shares held in treasury)                 100         100
 Additional paid-in capital                                  8,521       8,521
 Accumulated deficit                                        (4,570)     (4,594)
                                                          --------------------
                                                             4,124       4,100
Less: Treasury stock                                          (137)       (137)
                                                          --------------------
Total stockholders' equity                                   3,987       3,963
                                                          --------------------

Total liabilities and stockholders' equity                $ 10,471    $ 12,060
                                                          ====================

See notes to consolidated financial statements.


                                       4
<PAGE>

                         Transnational Industries, Inc.

                      Consolidated Statements of Operations

                                   (Unaudited)
                     (In thousands, except per share data)

                                                           Three Months Ended
                                                                 April 30,
                                                          ----------------------
                                                            2004          2003
                                                          ----------------------
Revenues                                                  $  2,570      $  2,485
Cost of Sales                                                1,741         1,716
                                                          ----------------------
                                                               829           769
Gross Margin

Selling expenses                                               218           216
Research and development                                       245           220
General and administrative expenses                            273           280
                                                          ----------------------
                                                               736           716
                                                          ----------------------
Operating income                                                93            53

Interest expense                                                66            29
                                                          ----------------------
Income before income                                            27            24

Provision for income taxes                                       3            --
                                                          ----------------------
Net income                                                      24            24

Preferred dividend requirement                                   2             2
                                                          ----------------------

Income applicable to common shares                        $     22      $     22
                                                          ======================

Basic income per common share                             $    .05      $    .05
                                                          ======================
Diluted income per common share                           $    .05      $    .05
                                                          ======================

                 See notes to consolidated financial statements.


                                       5
<PAGE>

                         Transnational Industries, Inc.
                             Consolidated Statements
                                  of Cash Flows
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                        Three Months ended
                                                                             April 30,
                                                                      -----------------------
                                                                         2004          2003
                                                                      -----------------------
<S>                                                                   <C>            <C>
Operating activities
Net income                                                            $     24       $     24
Adjustments to reconcile net income to net cash
provided by operating activities:
    Depreciation and amortization                                          172            151
    Provision for obsolescence                                              10             10
    Changes in operating assets and liabilities, net:
        Accounts receivable                                              1,725            789
        Inventories                                                         94            (43)
        Other current assets                                                30             40
        Billings net of cost and estimated earnings on contracts          (531)            99
        Accounts payable                                                  (620)           102
        Accrued expenses                                                  (188)          (132)
                                                                      -----------------------
Net cash provided by operating activities                                  716          1,040
                                                                      -----------------------

Investing activities
Capital expenditures                                                        (8)           (89)
                                                                      -----------------------
Net cash used by investing activities                                       (8)           (89)
                                                                      -----------------------

Financing activities
Proceeds from revolving line of credit                                     225            350
Payments on revolving line of credit                                      (725)        (1,200)
Payments on capital leases                                                 (68)           (62)
Scheduled payments on long term debt                                       (22)            --
                                                                      -----------------------
Net cash used by financing activities                                     (590)          (912)
                                                                      -----------------------

Increase (decrease) in cash                                                118             39
Cash at beginning of period                                                135             76
                                                                      -----------------------
Cash at end of period                                                 $    253       $    115
                                                                      =======================
</TABLE>


                                       6
<PAGE>

                         Transnational Industries, Inc.

                   Notes to Consolidated Financial Statements

                                   (Unaudited)

                                 April 30, 2004

Note A -- BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and with the instructions to Form
10-QSB and Regulation S-B. Accordingly, they do not include all of the
information and footnotes required for complete financial statements by
accounting principles generally accepted in the United States of America. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. All such adjustments are of a normal recurring
nature. Operating results for the three-month period ended April 30, 2004, are
not necessarily indicative of the results to be expected for the fiscal year.
For further information, refer to the consolidated financial statements and
footnotes thereto for the year ended January 31, 2004, contained in the
Registrant's Annual Report on Form 10-KSB for the year ended January 31, 2004.

Note B - EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share (dollars in thousands except per share data):

<TABLE>
<CAPTION>
                                                                 Three Months ended
                                                                      April, 30
                                                               ----------------------
                                                                 2004          2003
                                                               ----------------------
<S>                                                            <C>           <C>
Numerator (same for basic and dilutive):
   Net income                                                  $     24      $     24
   Preferred dividend requirement                                     2             2
                                                               ----------------------
   Net income available to common  stockholders                $     22      $     22
                                                               ======================
Denominator:
   Weighted average shares outstanding for basic earnings
     per share                                                  456,760       456,760
   Dilutive effect of employee stock options                     22,853         6,427
                                                               ----------------------
   Weighted average shares outstanding and assumed
     conversions for dilutive earnings per share                479,613       463,187
                                                               ======================

Basic earnings per share                                       $    .05      $    .05
                                                               ======================
Diluted earnings per share:                                    $    .05      $    .05
                                                               ======================
</TABLE>

Common shares potentially issuable under the contractual conversion rights of
the Series B


                                       7
<PAGE>

cumulative convertible preferred shares would have an antidilutive effect on
earnings per share and therefore have not been included in the above
computations. Weighted average common shares issuable under the contractual
conversion rights of the Series B cumulative convertible preferred shares
amounted to 1,871 shares in each of three month periods ended April 30, 2004 and
2003.


                                       8
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

Revenues for the first quarter of the fiscal year ending January 31, 2005
(fiscal 2005) were $2,570,000 compared to $2,485,000 for the first quarter of
the fiscal year ended January 31, 2004 (fiscal 2004), an increase of $85,000
(3%). The increase was attributable to higher revenue from optical planetarium
contracts, which was partially offset by lower revenue from domes and digital
products. Dome revenues were $994,000 in the first quarter of fiscal 2005
compared to $1,008,000 in the first quarter of fiscal 2004, a decrease of
$14,000 (1%). The decrease in dome revenues was attributable to lower revenue
from film and planetarium theaters, which offset an increase in revenue on
architectural domes. Optical planetarium revenues were $1,221,000 in the first
quarter of fiscal 2005 compared to $1,022,000 in the first quarter of fiscal
2004, an increase of $199,000 (19%). The increase in optical planetarium
revenues was attributable to the sale of several new systems to the educational
market. One of the new mechanical optical planetarium systems sales included a
projector supplied by another company, which was integrated with other system
components supplied by the Company. Also, optical planetarium revenues include
$353,000 for the sale of maintenance and parts in the first quarter of fiscal
2005 compared to $323,000 in the first quarter of fiscal 2004, an increase of
$30,000 (9%). The increase in maintenance and parts revenues was due to the
timing of performance on preventive maintenance agreements. Digital products
revenue amounted to $355,000 in the first quarter of fiscal 2005 compared to
$455,000 in the first quarter of fiscal 2004, a decrease of $100,000 (22%). The
decrease in digital products revenue in fiscal 2005 was attributable to higher
volume of activity in the first quarter of fiscal 2004 on an ElectricSky(R)
system in production. This compared to an ElectricSky(R) system in the final
phase of installation in the first quarter of fiscal 2005.

The backlog of unearned revenue as of April 30, 2004 was approximately
$6,200,000, raised from the backlog of unearned revenue of $5,900,000 as of
January 31, 2004. The backlog of unearned revenue is the sum of the revenue
remaining to be recognized under the percentage completion method for all orders
booked as of the date stated. New contract bookings from February through April
2004 amounted to approximately $2,600,000. In May 2004 the Company was notified
that it would be awarded approximately $3,200,000 of additional new contract
orders expected to be booked in June. Adding the new awards to the backlog as of
April 30, 2004 results in a total of $9,400,000 of contract orders available to
be earned after the first quarter of fiscal 2005. Most of this amount is
scheduled to be earned within one year; however, customer induced delays may
push the revenue beyond the current schedule. The Company continues to
demonstrate its new digital products at its site and at trade conferences in
pursuit of many interested sales prospects. Dome prospects remain strong as
requests for quotes continue at a high level. Optical planetarium activity
remains steady with opportunities for competitive alliances that will take
advantage of the strength of the Company's products when integrated with others'
products. The current backlog supplemented by the new orders and the strong
sales prospects is expected to sustain revenues at profitable levels through
fiscal 2005 and into fiscal 2006.


                                       9
<PAGE>

Gross margins were 32.3% in the first quarter of fiscal 2005 compared to 30.9%
in the first quarter of fiscal 2004. The improvement was due to improved
performance on several customer projects in the first quarter of fiscal 2005
compared to the first quarter of fiscal 2004. Selling expenses remained level
increasing only $2,000 in the first quarter of fiscal 2005 compared to the first
quarter of fiscal 2004 as increases in the use of engineering resources used for
proposal preparation were mostly offset by decreases in expenditures on
consultants, trade conferences and product demonstrations. Research and
development expenses increased $25,000 (11%) in the first quarter of fiscal 2005
compared to the first quarter of fiscal 2004. The increase in research and
development expenses was due to more engineering resources dedicated to research
and development activities in the first quarter of fiscal 2005 as opposed to
customer contract activities in the first quarter of fiscal 2004. General and
administrative expenses decreased $7,000 (3%) in the first quarter of fiscal
2005 compared to the first quarter of fiscal 2004 as higher legal fees related
to corporate governance issues were offset by reductions in various other
administrative expenses.

Interest expense amounted to $66,000 in the first quarter of fiscal 2005
compared to $29,000 in the first quarter of fiscal 2004. The $66,000 reported in
the first quarter of fiscal 2005 consisted of $46,000 paid on a new mortgage
note from the purchase of the Company's facility in January 2004, $12,000 paid
on the bank revolving credit note plus $8,000 paid on capital lease obligations.
The $29,000 reported in the first quarter of fiscal 2004 consisted of $15,000
paid on the bank revolving credit note and $14,000 paid on capital leases. The
fiscal 2005 increase in interest expense attributable to the new mortgage was
mostly matched by a reduction of operating expenses and factory overhead
resulting from the difference between rent paid in fiscal 2004 versus
depreciation recorded in fiscal 2005. The Company continues to pay no federal
income taxes as federal taxable income is offset by the utilization of net
operating loss carryforwards. Income tax expense in fiscal 2005 represents
estimated state income taxes payable. State income taxes in the first quarter of
fiscal 2004 were offset by net operating loss carryforwards generated in fiscal
2003. As a result of the above, net income of $24,000 was recorded in each the
first quarters of fiscal 2005 and fiscal 2004.

Liquidity and Capital Resources

Net cash provided by operating activities was $716,000 in the first quarter of
fiscal 2005, compared to $1,040,000 provided in the first quarter of fiscal
2004. The $716,000 provided in fiscal 2005 was produced by $510,000 of cash
provided by changes in operating assets and liabilities and the $24,000 of net
income after considering the effects of $182,000 of non-cash charges. The
$1,040,000 provided in fiscal 2004 was produced by $855,000 of cash provided by
changes in operating assets and liabilities and the $24,000 of net income after
considering the effects of $161,000 of non-cash charges. The change in operating
assets from time to time is primarily attributable to progress payment terms on
particular customer contracts. The Company expects changes in operating assets
from period to period to remain both material and variable.

The $716,000 of cash provided by operations in the first quarter of fiscal 2005
was partially used by $8,000 of investing activities and $590,000 of financing
activities. The $1,040,000 of cash provided by operations in the first quarter
of fiscal 2004 was almost entirely used by $89,000 of investing activities and
$912,000 of financing activities. The net result was a $118,000 increase in cash
balances during the first quarter of fiscal 2005 compared to an increase of
$39,000 during the first quarter of fiscal 2004.


                                       10
<PAGE>

Financing activities in the first quarter of fiscal 2005 consisted of payments
of $68,000 on capital leases, principle payments of $22,000 on the new mortgage
note and $500,000 of net payments on the bank revolving credit note. This
resulted in a $590,000 first quarter decrease in total debt from $4,786,000 at
January 31, 2004 to $4,196,000 at April 30, 2004. Financing activities in the
first quarter of fiscal 2004 consisted of payments of $62,000 on capital leases
and $850,000 of net payments on the bank revolving credit note. There were no
non-cash financing transactions in the first quarters of fiscal 2005 or 2004.

Total debt at April 30, 2004 and January 31, 2004 includes the balance of the
$3,200,000 mortgage note used to finance the purchase of the Company's facility
in January 2004. The note requires monthly principle and interest payments based
on a twenty-year amortization. The monthly payment for the first three years is
$22,647 computed with interest at 5.75% per annum. This compares to a $21,850
monthly rent payment under the lease agreement in force prior to the purchase of
the facility. Under the lease agreement the rent was subject to an inflationary
escalation formula that would have resulted in monthly rent of $25,279 beginning
May 1, 2004 and would have escalated again in two years. On January 14, 2007 and
each third year thereafter, the interest rate and monthly payment on the
mortgage note will be adjusted to the greater of 5.75% or 3% over the Three-Year
Constant Maturity Treasury Rate published by the United States Federal Reserve
("3YCMT"). The 3YCMT as of May 31, 2004 was 3.11%.

Investing activities consisted of the purchase of $8,000 and $89,000 of
machinery and equipment in the first quarters of fiscal 2005 and 2004,
respectively.

The balance on the Company's revolving credit note was $725,000 at April 30,
2004 compared to $1,225,000 at January 31, 2004. The balance on the revolving
credit note represents the balance due under a Revolving Credit Agreement. Under
the Revolving Credit Agreement the Company can borrow up to $3,000,000 subject
to a collateral formula. The collateral formula under the Revolving Credit
Agreement allowed for borrowing up to $2,324,000 at April 30, 2004 compared to
$3,000,000 at January 31 2004. This resulted in unused borrowing capacity of
$1,599,000 at April 30, 2004 compared to $1,775,000 at January 31, 2004. Cash
balances of $253,000 provided additional liquidity at April 30, 2004 compared to
$135,000 at January 31, 2004. The next source of liquidity, accounts receivable,
decreased to $1,207,000 at April 30, 2004 compared to $2,932,000 at January 31,
2004. This resulted in a $1,107,000 decrease in liquidity available from cash,
borrowing capacity and accounts receivable at April 30, 2004 compared to January
31, 2004. As anticipated, contracts in progress began to use the liquidity from
previous customer contract advances as revenue recorded began to catch up with
billings. At April 30, 2004, billings on customer contracts exceeded revenue
recorded by $149,000 compared to $680,000 at January 31, 2004, a decrease of
$531,000. This contributed to the decrease in liquidity available from cash,
borrowing capacity and accounts receivable along with the payment of significant
subcontractor obligations from customer contracts, which were included in
accounts payable at January 31, 2004. With billings exceeding revenue recorded
by $149,000 at April 30, 2004, contracts in progress will absorb liquidity;
however, progress payments on new contracts are expected to continue to
adequately fund the demands on liquidity in fiscal 2005. The timing of bookings
and payments on customer contracts will remain important to long term liquidity.


                                       11
<PAGE>

At April 30, 2004, the Company was contingently liable for approximately
$115,000 under standby letters of credit issued on its behalf by its bank. The
letters of credit were issued as security for performance on customer contracts.
The Company's bank underwrites letter of credit requirements on an individual
approval basis independent of its other bank agreements.

The Company's debt agreements, combined with current assets and cash flow from
operations, assuming reasonably consistent revenue levels, should provide the
Company with adequate liquidity for the foreseeable future. However, new growth
opportunities for the Company's business may require funding beyond the
capabilities of the Company's current capital structure.

Critical Accounting Policies and Estimates

The financial statements and related disclosures, which are prepared to conform
with accounting principles generally accepted for interim financial statements
in the United States of America, require estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and accounts receivable
and expenses during the period reported. Also required is the disclosure of
contingent assets and liabilities at the date of the financial statements.
Actual results in future periods could differ from those estimates. Estimates
and assumptions are reviewed periodically, and the effects of revisions are
reflected in the Consolidated Financial Statements in the period they are
determined. The Company considers the following accounting policies significant
to the financial statements and may involve a higher degree of judgment and
complexity.

Revenues from sales of domes and planetarium and digital systems are recognized
in accordance with the percentage of completion method. Under the percentage of
completion method, revenue is computed by measuring the percentage of cost
incurred to the estimated total cost for each customer contract. As such, the
amount of revenue and earnings recognized is affected by the estimate of the
cost to complete each customer contract. Contract billing terms do not
necessarily mirror the revenue recognized. Often, the timing of billings is
significantly different than the timing of the revenue recorded. Revenues
recognized but not yet billed are recorded with inventory as Cost and Estimated
Earnings in Excess of Billings. Conversely, billings in advance of revenue
recognized are recorded with current liabilities as Billings in Excess of Cost
and Estimated Earnings.

Forward-Looking Information

The statements in this Quarterly Report on Form 10-QSB that are not statements
of historical fact constitute "forward-looking statements." Said forward-looking
statements involve risks and uncertainties which may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performances or achievements, expressly predicted or implied by
such forward-looking statements. These forward-looking statements are identified
by their use of forms of such terms and phrases as "expects," "intends,"
"goals," "estimates," "projects," "plans," "anticipates," "should," "future,"
"believes," and "scheduled."

The important factors which may cause actual results to differ from the
forward-looking statements contained herein include, but are not limited to, the
following: general economic and


                                       12
<PAGE>

business conditions; competition; success of operating initiatives; operating
costs; advertising and promotional efforts; the existence or absence of adverse
publicity; changes in business strategy or development plans; the ability to
retain key management; availability, terms and deployment of capital; business
abilities and judgment of personnel; availability of qualified personnel; labor
and employee benefit costs; availability and costs of raw materials and
supplies; and changes in, or failure to comply with, government regulations.
Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this filing will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and expectations of the Company will be achieved.

Item 3. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

We carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer have concluded that
our disclosure controls and procedures are effective as of the end of the period
covered by this report.

Changes in internal control over financial reporting

There was no change in our internal control over financial reporting that
occurred during the last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.


                                       13
<PAGE>

                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits:

31.1  Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
      under the Securities Exchange Act of 1934

31.2  Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
      under the Securities Exchange Act of 1934

32.1  Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2  Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)   Reports on Form 8-K:

      The Registrant did not file any reports on Form 8-K during the three
      months ended April 30, 2004.

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                           TRANSNATIONAL INDUSTRIES, INC.


Date: June 14, 2004                        /s/ Paul L. Dailey
      -------------                        -------------------------------
                                           Paul L. Dailey
                                           Executive Vice President,
                                           and Chief Financial Officer
                                           (Principal Financial Officer)
                                           (Chief Accounting Officer)


                                       14