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

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

              For the quarterly period ended April 30, 2001

         [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
              EXCHANGE ACT

              For the transition period from to .

                  Commission File Number 0 - 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 Number)



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

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

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  (which is the period
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
stock, as of the latest practicable date.

                          Common stock, $0.20 par value
                     Outstanding at April 30, 2001: 456,760

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

<PAGE>

                         TRANSNATIONAL INDUSTRIES, INC.

                                   INDEX                                  PAGE


Part I.    FINANCIAL INFORMATION

 Item 1.    Financial Statements

            Condensed consolidated balance sheets -- April 30, 2001,
            and January 31, 2001.                                          3-4

            Condensed consolidated statements of operations -- Three
            months ended April 30, 2001 and 2000.                            5

            Condensed consolidated statements of cash flows -- Three
            months ended April 30, 2001 and 2000.                            6

            Notes to condensed consolidated financial statements --
            April 30, 2001.                                                7-8

 Item 2.    Management's Discussion and Analysis of Financial
            Condition and Results of Operations                           9-11


Part II.   OTHER INFORMATION

  Item 6.    Exhibits and Reports on Form 8-K                               12


SIGNATURES                                                                  12


                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements


                         Transnational Industries, Inc.

                      Condensed Consolidated Balance Sheets

                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                     April 30,      January 31,
                                                                        2001           2001
                                                                   -------------- --------------
Assets                                                                (Unaudited)     (Audited)

<S>                                                                       <C>           <C>
Current Assets:
  Cash                                                                     $ 536          $ 509
  Accounts receivable                                                      1,926          3,485
  Inventories                                                              2,345          2,393
  Deferred taxes                                                             368            368
  Other current assets                                                       358            315
                                                                   -------------- --------------

Total current assets                                                       5,533          7,070



Machinery and equipment:
  Machinery and equipment                                                $ 3,449        $ 3,182
  Less accumulated depreciation                                            2,322          2,231
                                                                   -------------- --------------

Net machinery and equipment                                                1,127            951



Other assets:
  Repair and maintenance inventories, less provision
    for obsolescence                                                          74             74
  Computer software, less amortization                                       455            505
  Excess of cost over net assets of business acquired,
    less amortization                                                      1,672          1,689
                                                                   -------------- --------------

Total other assets                                                         2,201          2,268
                                                                   -------------- --------------

Total assets                                                              $8,861        $10,289
                                                                   ============== ==============

</TABLE>

See notes to condensed consolidated financial statements.


                                       3
<PAGE>

                         Transnational Industries, Inc.

                Condensed Consolidated Balance Sheets (continued)

                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                     April 30,      January 31,
                                                                        2001           2001
                                                                   -------------- --------------
Liabilities and stockholders' equity                                (Unaudited)     (Audited)

<S>                                                                     <C>           <C>
Current liabilities:
  Accounts payable                                                       $   927       $  1,452
  Deferred maintenance revenue                                               558            671
  Accrued expenses                                                           526            581
  Billings in excess of cost and estimated earnings
  Billings in excess of cost and estimated earnings                        1,200          1,768
  Current portion of long-term debt                                          421            385
                                                                   -------------- --------------

Total current liabilities                                                  3,632          4,857

Long-term debt, less current portion                                         313            841


Stockholders' equity:
  Series B cumulative convertible preferred stock,
    $0.01 par value - authorized 100,000  shares;
issued and outstanding 318 shares
     (liquidating value $171,323)                                             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                                                8,519          8,516
 Accumulated deficit                                                     (3,639)        (3,961)
                                                                   -------------- --------------
                                                                           5,053          4,728
Less: Treasury stock                                                       (137)          (137)
                                                                   -------------- --------------
Total stockholders' equity                                                 4,916          4,591
                                                                   -------------- --------------

Total liabilities and stockholders' equity                              $  8,861      $  10,289
                                                                   ============== ==============


See notes to condensed consolidated financial statements.

</TABLE>



                                       4
<PAGE>

                         Transnational Industries, Inc.

                 Condensed Consolidated Statements of Operations

                                   (Unaudited)
                      (In thousands, except per share data)
<TABLE>
<CAPTION>


                                                     Three Months Ended
                                                           April 30,
                                            --------------------------------

                                                     2001             2000
                                            --------------- ----------------

<S>                                                 <C>              <C>
Revenues                                            $3,659           $3,002
Cost of Sales                                        2,591            2,066
                                            --------------- ----------------
Gross Margin                                         1,068              936

Selling expenses                                       200              214
Research and development                               247              225
General and administrative expenses                    258              239
                                            --------------- ----------------
                                                       705              678
                                            --------------- ----------------
Operating income                                       363              258

Interest expense                                        19               32
                                            --------------- ----------------
Income before income tax                               344              226

Provision for income taxes                              22               14
                                            --------------- ----------------
Net income                                             322              212

Preferred dividend requirement                           2                2
                                           --------------- ----------------
Income applicable to common shares                   $ 320            $ 210
                                            =============== ================


Basic income per common share                        $ .70            $ .46
                                            =============== ================
Diluted income per common share                      $ .65            $ .45
                                            =============== ================

</TABLE>


         See notes to condensed consolidated financial statements.



                                       5
<PAGE>


                         Transnational Industries, Inc.

                        Condensed Consolidated Statements
                                  of Cash Flows

                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                  April 30,
                                                            --------------------
                                                                 2001      2000
                                                            ---------- ---------
<S>                                                           <C>         <C>
       Net cash provided (used) by operating activities          770       380


       Net cash provided (used) by investing activities          (46)      (43)


       Net cash provided (used) for financing activities        (697)     (135)
                                                            ---------- ---------

       Increase (decrease) in cash                                27       202
       Cash at beginning of period                               509       107
                                                            ---------- ---------
            Cash at end of period                             $  536    $  309
                                                            ========== =========

See notes to condensed consolidated financial statements.

</TABLE>


                                       6
<PAGE>


                         Transnational Industries, Inc.

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

                                 April 30, 2001

Note A -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 by generally  accepted  accounting  principles  for complete  financial
statements.  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,
2001,  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, 2001,  contained
in the Registrant's  Annual Report on Form 10-KSB for the year ended January 31,
2001.

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
                                                                  --------------------------
                                                                           2001         2000
                                                                  ------------- ------------
<S>                                                                     <C>          <C>
Numerator (same for basic and dilutive):
        Net income                                                       $  322       $  212
        Preferred dividend requirement                                        2            2
                                                                  ------------- ------------
        Net income available to common stockholders                      $  320       $  210
                                                                  ============= ============
Denominator:
        Weighted average shares outstanding for basic earnings
        per share                                                       456,760      456,760
        Dilutive effect of employee stock options                        36,157       12,712
                                                                  ------------- ------------
        Weighted average shares outstanding and assumed
        conversions for dilutive earnings per share                     492,917      469,472
                                                                  ============= ============

Basic earnings per share                                                 $  .70       $  .46
                                                                  ============= ============
Diluted earnings per share                                               $  .65       $  .45
                                                                  ============= ============

</TABLE>

                                       7
<PAGE>

Common shares  potentially  issuable under the contractual  conversion rights of
the Preferred B 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 Preferred
B shares amounted to 1,871 shares in each of three month periods ended April 30,
2001 and 2000.

Note C - Supplemental Cash Flow Information

Non-cash financing  transactions  consist of machinery and equipment of $205,000
acquired through a capital lease in April 2001.


                                       8
<PAGE>


           Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Results of operations

Revenues for the first quarter of the fiscal year ended January 31, 2002 (Fiscal
2002) were $3,659,000 compared to $3,002,000 for the first quarter of the fiscal
year ended January 31, 2001 (Fiscal 2001),  an increase of $657,000  (22%).  The
increase was due to ImmersaVision and planetarium sales.  ImmersaVision  revenue
amounted to $946,000 in the first quarter of Fiscal 2002 compared to $581,000 in
the first quarter of Fiscal 2001, an increase of $365,000 (63%). The increase in
ImmersaVision  revenue in fiscal 2002 was  attributable to work completed on the
two ImmersaVision  systems installed in the first quarter of Fiscal 2002 and the
four systems scheduled for future delivery. Planetarium revenues were $1,233,000
in the first quarter of Fiscal 2002 compared to $695,000 in the first quarter of
Fiscal 2001, an increase of $538,000 (77%). The increase in planetarium revenues
was  attributable  to higher volume from the sale of systems for the educational
market.  Planetarium  revenues  include $303,000 for the sale of maintenance and
parts in the first  quarter of Fiscal  2002  compared  to  $313,000 in the first
quarter of Fiscal 2001, a decrease of $10,000 (3%).  The decrease in maintenance
and  parts  revenues  was  due  to  the  timing  of  performance  on  preventive
maintenance  agreements.  Dome revenues were  $1,480,000 in the first quarter of
Fiscal 2002  compared  to  $1,726,000  in the first  quarter of Fiscal  2001,  a
decrease  of  $246,000  (14%).  The lower  dome  revenues  in  Fiscal  2002 were
attributable to lower volume from film theaters and ride  simulators,  as a dome
for major a theme park attraction was completed in Fiscal 2001. Otherwise,  dome
revenues from planetarium and special projects increased.  Special project domes
consisted of a special  effects  attraction  for a casino  completed in May 2001
which  replaced the revenue in the previous  year from the special  theater dome
for a major European automobile maker.

The  backlog  of  unearned  revenue  as of  April  30,  2001  was  approximately
$6,200,000.  There are many promising  sales  prospects for all of the Company's
products.  The Company  expects that this will lead to significant  orders which
will impact revenue during the next year; however, the initial impact on revenue
in Fiscal 2002 will be limited due to the timing of expected deliveries for such
orders.  As a result,  it is unlikely that the Company can sustain first quarter
revenue  levels  for the  remainder  of Fiscal  2002.  This is an example of the
temporary  fluctuations  resulting  from the timing of  customer  projects.  The
strong  sales  prospects  combined  with the  successful  operations  of the new
ImmersaVision  theaters are expected to sustain  long-term revenue growth beyond
Fiscal 2002.

Gross  margins were 29.2% in the first  quarter of Fiscal 2002 compared to 31.2%
in the first  quarter of Fiscal 2001.  The decrease  was  attributable  to lower
revenues  from high  margin  dome sales,  which were  replaced  by lower  margin
ImmersaVision  and Planetarium  sales. Dome gross margins continued to be strong
and ImmersaVision  margins  continued to lag, while  planetarium  margins showed
improvement  due to volume  related  efficiencies.  Selling  expenses  decreased
$14,000 (6%) in Fiscal 2002 due to lower  expenditures  on conference  and trade
show activities.  Research and development  expenses  increased $22,000 (10%) in
Fiscal 2002 as work  continued  on various  modifications  and  improvements  of
ImmersaVision  products, the continued creation of proprietary programming tools
for software content development for ImmersaVision,  and improvements to optical
planetarium products. General and administrative expenses increased $19,000 (8%)
in  Fiscal  2002  primarily  due to  improvements  to the  Company's  management
information systems.


                                       9
<PAGE>

Interest  expense  amounted  to  $19,000  in the first  quarter  of Fiscal  2002
compared to $32,000 in the first  quarter of Fiscal  2001, a decrease of $13,000
attributable  to the  scheduled  pay down of term debt and lower use of the bank
line of  credit.  The  $19,000  reported  in the first  quarter  of Fiscal  2002
consisted  of $10,000 paid on bank debt  agreements  and $10,000 paid on capital
leases offset by $1,000 of interest  income.  The $32,000  reported in the first
quarter of Fiscal 2001  consisted  of $20,000 paid on bank debt  agreements  and
$12,000 paid on capital leases.  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 consists of state income taxes of $22,000
in the first  quarter of Fiscal 2002 compared to $14,000 in the first quarter of
Fiscal  2001.  As a result of the above,  net income of $322,000 was recorded in
the first  quarter of Fiscal 2002  compared to $212,000 in the first  quarter of
Fiscal 2001.

Liquidity and Capital Resources

Net cash provided by operating  activities  was $770,000 in the first quarter of
Fiscal 2002,  compared to $380,000 used in the first quarter of Fiscal 2001. The
$770,000 of net cash provided by operating activities in first quarter of Fiscal
2002 was  produced by adding  $293,000 of cash  provided by changes in operating
assets and  liabilities  and  $155,000  of  non-cash  charges to $322,000 of net
income.  The  $380,000 of net cash  provided by  operating  activities  in first
quarter  of Fiscal  2001 was  produced  by adding  $39,000 of cash  provided  by
changes in operating  assets and liabilities and $129,000 of non-cash charges to
$212,000  of net  income.  The change in  operating  assets from time to time is
primarily   attributable  to  progress  payment  terms  on  particular  customer
contracts,  and the Company expects  changes in operating  assets from period to
period to remain both material and variable.

The  $770,000  provided by  operations  in the first  quarter of Fiscal 2002 was
partially  used by $46,000 of  investing  activities  and  $697,000 of financing
activities.  The $380,000  provided by operations in the first quarter of Fiscal
2001 was  partially  used by $43,000 of  investing  activities  and  $135,000 of
financing  activities.  The net result was a $27,000  increase in cash  balances
during the first  quarter of Fiscal  2002  compared  to an  increase of $202,000
during the first quarter of Fiscal 2001.

Financing  activities  in the first  quarter  of Fiscal  2002  consisted  of net
payments  of  $600,000  on the  revolving  credit  note,  payments of $51,000 on
capital leases and monthly principal  payments on the bank term note of $46,000.
Non cash  financing  transactions  in the first  quarter  fiscal 2002 consist of
$205,000 of machinery and equipment  acquired through capital leases.  Financing
activities in the first quarter of Fiscal 2001  consisted of proceeds of $80,000
from the revolving  credit note offset by payments of $36,000 on capital leases,
monthly principal  payments on the bank term note of $42,000 and the purchase of
treasury stock at a cost of $137,000.

Total debt at April 30,  2001 was  $734,000,  a decrease  of  $492,000  from the
$1,226,000 at January 31, 2001. In summary,  the decrease resulted from $600,000
of net  payments on the  revolving  credit note,  $46,000 of scheduled  payments
applied  to  term  debt  and  $51,000  of  payments  applied  to  capital  lease
obligations, offsetting a new capital lease of $205,000.

Investing activities in the first quarter of Fiscal 2002 consisted of $46,000 of
various  machinery and equipment  additions,  compared to $43,000 of the same in
first quarter of Fiscal 2001.

                                       10
<PAGE>

At April 30, 2001 there was no balance on the revolving  credit note compared to
$600,000 at January 31,  2001.  This  resulted in unused  borrowing  capacity of
$1,100,000  at April 30, 2001  compared to  $500,000 at January 31,  2001.  Cash
balances of $536,000 provided additional liquidity at April 30, 2001 compared to
$509,000 at January 31, 2001. The next source of liquidity, accounts receivable,
decreased to  $1,926,000 at April 30, 2001 compared to $3,485,000 at January 31,
2001.  This resulted in a $932,000  decrease in liquidity  available  from cash,
borrowing capacity and accounts receivable at April 30, 2001 compared to January
31,  2001.  Contributing  to the  decrease  in  liquidity  available  from cash,
borrowing  capacity and accounts  receivable was a $669,000 reduction in funding
from contracts in progress as revenue exceeded billings by $101,000 at April 30,
2001 compared to the $568,000 by which  billings  exceeded  revenue  recorded at
January 31, 2001. This illustrates the effect of customer  progress  payments on
cash flow.

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.

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  (without  limitation)
"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 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.


                                       11
<PAGE>


                              II. OTHER INFORMATION

6.   Exhibits and Reports on Form 8-K

(a)  Exhibits


(b)  The Registrant did not file any reports on Form 8-K during the three months
     ended April 30, 2001.



                                   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.



                                              /s/   Paul L. Dailey, Jr.
                                              -------------------------
        Date:  June 14, 2001                  Paul L. Dailey, Jr.
                                              Secretary-Treasurer

                                              Signing on Behalf of Registrant
                                              and as Chief Financial Officer



                                       12