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, 1999

         [ ]  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 May 31, 1999: 502,470

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, 1999,
             and January 31, 1999.                                          3-4

             Condensed consolidated statements of operations -- Three
             months ended April 30, 1999 and 1998.                            5

             Condensed consolidated statements of cash flows -- Three
             months ended April 30, 1999 and 1998.                            6

             Notes to condensed consolidated financial statements --
             April 30, 1999.                                                7-8

  Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations                           9-13


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.

                      Condensed Consolidated Balance Sheets

                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                  April 30,    January 31,
                                                                    1999          1999
                                                              ------------- -------------
Assets                                                          (Unaudited)      (audited)

<S>                                                                 <C>           <C>
Current Assets:
  Cash                                                               $  53         $ 455
  Accounts receivable                                                2,058         1,712
  Inventories                                                        1,462         1,281
  Other current assets                                                 100            85
                                                              ------------- -------------

Total current assets                                                 3,673         3,533



Machinery and equipment:
  Machinery and equipment                                            2,822         2,784
  Less accumulated depreciation                                      2,222         2,172
                                                              ------------- -------------

Net machinery and equipment                                            600           612



Other assets:
  Repair and maintenance inventories, less provision
    for obsolescence                                                   165           165
  Computer software, less amortization                                 482           501
  Excess of cost over net assets of business acquired,
    less amortization                                                1,808         1,825
                                                              ------------- -------------

Total other assets                                                   2,455         2,491
                                                              ============= =============

Total assets                                                        $6,728        $6,636
                                                              ============= =============
</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,
                                                                     1999          1999
                                                                 ------------ -------------
Liabilities and stockholders' equity                              (Unaudited)    (Audited)

<S>                                                                   <C>         <C>
Current liabilities:
  Accounts payable                                                     $ 647       $ 366
  Deferred maintenance revenue                                           558         686
  Accrued expenses                                                       317         338
  Billings in excess of cost and estimated earnings                    1,488       1,447
  Current portion of long-term debt                                      223         238
                                                                 ------------ -------------

Total current liabilities                                              3,233       3,075

Long-term debt, less current portion                                     527         731

Stockholders' equity:
  Series B cumulative convertible preferred stock,
    $0.01 par value - authorized 100,000  shares;
    issued and outstanding 318 shares (liquidating value
    value $153,833)                                                       73          73
  Common stock, $0.20 par value - authorized
    1,000,000 shares; issued and outstanding 502,470
    shares                                                               100         100
  Additional paid-in capital                                           8,496       8,493
  Accumulated deficit                                                (5,701)      (5,836)
                                                                 ------------ -------------

Total stockholders' equity                                             2,968       2,830
                                                                 ------------ -------------

Total liabilities and stockholders' equity                            $6,728     $ 6,636
                                                                 ============ =============

</TABLE>


See notes to condensed consolidated financial statements.


                                       4
<PAGE>


                         Transnational Industries, Inc.

                 Condensed Consolidated Statements of Operations

                                   (Unaudited)

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

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

                                                         1999        1998
                                                   ----------- -----------
<S>                                                    <C>         <C>

Revenues                                               $2,550     $ 1,513
Cost of Sales                                           1,808       1,082
                                                   ----------- -----------
Gross Margin                                              742         431

Selling expenses                                          179         189
Research and development                                  189         105
General and administrative expenses                       210         187
                                                   ----------- -----------
                                                          578         481
                                                   ----------- -----------
Operating income (loss)                                   164         (50)


Interest expense                                           20          37
                                                   ----------- -----------
Income (loss) before income tax                           144         (87)


Provision for income taxes                                  9           -
                                                   ----------- -----------
Net income (loss)                                         135         (87)


Preferred dividend requirement                              2           2
                                                   =========== ===========
Income (loss)  applicable to common shares              $ 133       $ (89)
                                                   =========== ===========

Basic and diluted income (loss) per common share        $ .26      $ (.18)
                                                   =========== ===========
<S>                                                    <C>         <C>
Weighted average common shares outstanding             502,470     500,970
                                                   =========== ===========
</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,
                                                            --------------------
                                                                 1999      1998
                                                            ---------- ---------
<S>                                                           <C>         <C>
       Net cash provided (used) by operating activities          (130)     (75)


       Net cash provided (used) by investing activities          (53)      (49)


       Net cash provided (used) for financing activities        (219)      (54)
                                                            ---------- ---------

       Increase (decrease) in cash                              (402)     (178)
       Cash at beginning of period                               455       471
                                                            ---------- ---------

            Cash at end of period                             $   53    $  293
                                                            ========== =========
</TABLE>

     See notes to condensed consolidated financial statements.


                                       6
<PAGE>


                         Transnational Industries, Inc.

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

                                 April 30, 1999


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,
1999,  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, 1999,  contained
in the Registrant's  Annual Report on Form 10-KSB for the year ended January 31,
1999.

Note B -- EARNINGS PER SHARE

There were 325 dilutive  potential  common shares  issuable under employee stock
options for the purpose of computing  dilutive  earnings per share in accordance
with  SFAS 128.  As a result,  basic and  diluted  earnings  per share  were not
materially different for the periods reported herein.  Common shares potentially
issuable under the contractual conversion rights of the Preferred B shares would
have an  antidilutive  effect on earnings  per share.  Weighted  average  common
shares  issuable  under the  contractual  conversion  rights of the  Preferred B
shares  amounted to 1,871 and 1,941 in the three months ended April 30, 1999 and
1998, respectively.

Note C -- CONTINGENCIES

In 1995,  Spitz became involved in a dispute in connection with a public bid for
the  supply  of  planetarium  equipment  for an  expansion  project  at a public
community  college.  Spitz's  subcontract  bid was the lowest  submitted and the
general  contractor for the project allegedly used Spitz's pricing in submitting
its total  contract bid to the college.  After the total contract was awarded to
the general  contractor,  however,  the college's architect alleged that Spitz's
equipment did not conform to the bid  specifications.  The bid for the equipment
which the architect  deemed to be in  conformance  with the  specifications  was
allegedly approximately $150,000 higher than Spitz's bid. Because the Contractor
has been forced to supply the more  expensive  equipment,  it is  attempting  to
recover the $150,000  price  differential  plus alleged  related  amounts due to
adverse impacts on the project schedule from various parties.  At various times,
the  Contractor  has threatened to assert its claim against Spitz because it has
been  unsuccessful  in its  attempts  to recover its  alleged  damages  from the
college or other involved parties.  The Company believes the bid specifications,


                                       7
<PAGE>
to the extent that they  excluded  Spitz's  equipment,  constituted  an improper
sole-source  of equipment  which violates  competitive  bidding laws because the
specifications  appear to have been copied from a  competitor's  equipment.  The
Company also believes that the Spitz equipment meets all of the valid functional
requirements in the bid specifications.  No lawsuit has been filed against Spitz
or the  Company  and  the  parties  have  discussed  settling  the  matter.  The
Contractor has not communicated  any threats to carry out its assertion  against
Spitz since July 1996, but it has indicated to Spitz that  proceedings  continue
in an effort to recover  damages from the other  parties  involved.  The Company
believes  that it is likely that the parties  will reach an agreement to resolve
the dispute  short of  litigation.  The Company is unable to estimate a probable
outcome and its effect,  if any, on Spitz.  Accordingly,  no  liability  for the
potential claim has been recorded at April 30, 1999.

                                       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, 2000 (Fiscal
2000) were $2,550,000 compared to $1,513,000 for the first quarter of the fiscal
year ended January 31, 1999 (Fiscal 1999), an increase of $1,037,000  (69%). The
increase  resulted  from higher  revenues  from all of the  Company's  products.
ImmersaVision  revenue  amounted to $474,000 in the first quarter of Fiscal 2000
compared  to no  revenue  in the first  quarter  of Fiscal  1999.  Revenue  from
ImmersaVision is expected to continue at this level through Fiscal 2000 and into
the following  year as work continues on the two current orders as well as other
anticipated new sales.  Planetarium  revenues were $740,000 in the first quarter
of Fiscal 2000  compared to $370,000  in the first  quarter of Fiscal  1999,  an
increase of $370,000  (100%).  The increase in  planetarium  revenues was due to
several orders for new and refurbished systems for the educational market booked
in the second and third quarters of fiscal 1999.  Planetarium  revenues  include
$298,000 for the sale of  maintenance  and parts in the first  quarter of Fiscal
2000  compared to $288,000 in the first  quarter of Fiscal 1999,  an increase of
$10,000 (3%). The increase in  maintenance  and parts revenues was due to higher
sales to customers without preventive maintenance agreements. Dome revenues were
$1,336,000  in the first  quarter of Fiscal 2000  compared to  $1,143,000 in the
first quarter of Fiscal 1999, an increase of $193,000  (17%).  The higher Fiscal
2000 dome  revenues were mainly  attributable  to two special dome projects that
created an  architectural  treatment for an urban port facility and a simulation
attraction  for a major  aquarium.  Otherwise,  higher Fiscal 2000 revenues from
planetarium  and military  simulation  domes were offset by lower  revenues from
film domes.

Revenues are expected to continue at the first  quarter  level for the remainder
of Fiscal 2000 as work  continues on sales booked  through late Fiscal 1999. The
backlog  of  unearned  revenue   remained  high  by  historical   comparison  at
$8,000,000,  but  declined  due to the low  bookings  of new  sales in the first
quarter of Fiscal 2000. Although bookings were lower than expected, it was not a
result of lost orders to competition  but rather the delay of decisions by sales
prospects.   Sales  prospects  remain  strong  and  the  Company  still  expects
significant revenue contributions from ImmersaVision products in future years as
the  installed  base grows and new  applications  of the product are  developed.
While revenue levels are expected to continue at  historically  high levels over
the next year, uncertainty in the timing and delivery of sales may cause revenue
levels to continue to fluctuate in interim periods.

Gross  margins  remained  relatively  constant at 29.1% in the first  quarter of
Fiscal 2000  compared to 28.5% in the first quarter of Fiscal 1999. In the first
quarter  of  Fiscal  2000,  margin  improvements  resulted  from  volume-related
efficiencies  and successful  efforts on many dome projects.  The improved gross
margins were weighted down by expected lower margins on subcontracted work for a
special  device to rotate a large film theater dome and the large  ImmersaVision
projects.  Also, higher costs related to the first deliveries of a newly updated
planetarium  system  weighted  down strong gross margins in the first quarter of
Fiscal 2000.  Selling expenses decreased by $10,000 (5%) in the first quarter of
Fiscal 2000  compared  to the first  quarter of Fiscal 1999 due to higher use of
engineering  resources  on several  major  proposal  efforts and  foreign  sales
presentations in Fiscal 1999.  Otherwise,  sales and marketing efforts increased
through the  reassignment of personnel and a sales staff addition.  Research and
development  expenses increased 84,000 (80%) in the first quarter of Fiscal 2000


                                       9
<PAGE>

as compared to the first  quarter of Fiscal  1999.  The increase in research and
development  expenses  is due to product  development  efforts to meet  delivery
obligations for existing ImmersaVision  customers as well as continuing research
and  development  of  proprietary   programming   tools  for  software   content
development for  ImmersaVision,  improvements to ImmersaVision  subsystems,  and
improvements  to  optical  planetarium  products.   General  and  administrative
expenses  increased  $23,000  (12%) due  primarily to increases in  professional
services related to information system improvements and strategic planning.

Interest  expense  amounted  to  $20,000  in the first  quarter  of Fiscal  2000
compared to $37,000 in the first  quarter of Fiscal  1999, a decrease of $17,000
attributable  mainly  to  lower  use of the bank  line of  credit.  The  $20,000
reported in the first  quarter of Fiscal 2000  consisted of $16,000 paid on bank
debt agreements and $6,000 paid on capital lease offset by $2,000 earned on cash
invested.  The $37,000 reported in the first quarter of Fiscal 1999 consisted of
$29,000  paid  on  bank  debt  agreements  and  $8,000  paid  on  capital  lease
obligations.  The Company  continues  to pay no federal  income taxes as federal
taxable income is offset by the utilization of net operating loss carryforwards.
The provision for state income taxes  amounted to $9,000 in the first quarter of
Fiscal  2000.  As a result of the above,  net income of $135,000 was recorded in
the first  quarter of Fiscal 2000 compared to a net loss of $87,000 in the first
quarter of Fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by  operating  activities  was  $130,000  in the first  quarter of
Fiscal  2000  compared  to $75,000  in the first  quarter  of Fiscal  1999.  The
$130,000 used by  operations  in the first  quarter of Fiscal 2000  consisted of
$249,000  provided from earnings offset by $379,000 used by changes in operating
assets and  liabilities.  The $75,000 used by operations in the first quarter of
Fiscal 1999 consisted of $12,000  provided from earnings  offset by $87,000 used
by changes in operating assets and liabilities.

In addition to the $130,000  used by  operations  in the first quarter of Fiscal
2000,  $219,000 was used for principal  payments on revolving  credit debt, term
debt and capital leases and $53,000 was invested in capital assets.  In addition
to the $75,000 used by operations  in first quarter of Fiscal 1999,  $54,000 was
used for  principal  payments  on term debt and  capital  leases and $49,000 was
invested  in capital  assets.  The net result was a $402,000  reduction  in cash
balances  during the first  quarter of Fiscal 2000  compared  to a reduction  of
$178,000 during the first quarter of Fiscal 1999.

The  $53,000  invested  in capital  assets in the first  quarter of Fiscal  2000
consisted of $18,000 in computer  software and $35,000 of various  machinery and
equipment  additions.  Also in the first quarter of Fiscal 2000 the installation
of a new  computer  infrastructure  began  for  the  purpose  of  improving  the
Company's information systems.  Hardware cost and installation is expected to be
completed  in the  second  quarter  of  Fiscal  2000 at a cost of  approximately
$85,000. The Company plans to finance this cost along with new computer software
to be installed in Fiscal 2000 through capital leases.  The $49,000  invested in
capital  assets in the  first  quarter  of Fiscal  1999  consisted  entirely  of
computer software. In addition, $32,000 of computer hardware for the development
of  ImmersaVision  software  was financed  through a capital  lease in the first
quarter of Fiscal 1999.

At April 30, 1999 there was no balance on the revolving  credit note compared to
$150,000 at January 31,  1999.  This  resulted in unused  borrowing  capacity of
$800,000 at April 30, 1999 compared to $650,000 at January 31, 1999.  Additional


                                       10
<PAGE>

liquidity  was provided by remaining  cash balances of $53,000 at April 30, 1999
compared to $455,000 at January 31, 1999.  The next source of  liquidity,  trade
accounts  receivable,  increased  to  $2,058,000  at April 30, 1999  compared to
$1,712,000  at January 31, 1999.  Contracts in progress  remained in an advanced
funded position as billings  exceeded  revenue recorded by $638,000 at April 30,
1999  compared to $763,000 at January 31,  1999.  Contracts in progress at April
30, 1999 will use the other  sources of liquidity as  performance  catches up to
the billings  through the  completion of each project.  The payment terms on new
contracts remain uncertain and will also affect liquidity.

Total debt at April 30,  1999 was  $750,000,  a decrease  of  $219,000  from the
$969,000 at January 31, 1999.  The decrease  resulted  from $69,000 of scheduled
principal payments on debt and lease obligations and $150,000 in net payments on
revolving credit debt.

The existing 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.

YEAR 2000 IMPACT

The Year  2000  Issue  is the  result  of  computer  programs  being  unable  to
distinguish  between  the year  1900 and  2000.  This  could  result in a system
failure or miscalculations causing disruptions of operations,  including,  among
other  things,  a  temporary  inability  to process  transactions,  or engage in
similar normal business activities.

The  Company  currently  uses  a  combination  of  mini  computer  applications,
microcomputer  applications and manual  procedures to account for and manage its
business processes.  The very unique nature of the Company's business, its small
size, and the variety of activities it is involved in, along with past financial
constraints,  have perpetuated the use of the current systems. The mini computer
applications are not currently Year 2000 compliant. Year 2000 corrections to the
mini  computer  applications  have been  proposed  by vendors  and  consultants;
however,  the Company  believes that such changes could be costly and uncertain.
Improvements  in the Company's  financial  condition,  the  availability of more
affordable  technology  solutions,  and anticipated increases in business volume
now justify major improvement to the Company's  information systems.  Therefore,
the  Company  has  concluded  that it would be better  served by an  alternative
solution.  As part of this wider objective to improve its  information  systems,
the Company has  evaluated  its overall data  processing  resources and plans to
make  substantial  changes in the fiscal year ended  January 31,  2000.  In this
process, the Company will select new products that are Year 2000 compliant.  The
Company has completed an analysis of its business  processes  and  requirements,
which  were  matched  to  the  capabilities  of  available  enterprise  software
products.  A list of enterprise  software products best suited for the Company's
business  was  compiled  and a  determination  was  made on the  basic  computer
infrastructure  required to run the list of software  products.  Installation of
the new computer  infrastructure started in the first quarter of Fiscal 2000 and
will cost approximately $85,000.  Several enterprise software products have been
evaluated and the list has been narrowed  down to two products.  Final  software
selection is being made in June 1999, with installation and implementation  over
the following six months.  Cost of the  enterprise  software,  installation  and
implementation is estimated at $265,000.  The cost is expected to be capitalized
and funded  through  operating  cash flow and leasing of computer  hardware  and
software.

The  Company  is not  integrated  with and does not rely  heavily  on  vendors',
clients'  and other third  parties'  data  processing  systems.  The bulk of the


                                       11
<PAGE>

Company's  revenue  is  generated  from  new  public  or  commercial   projects.
Maintenance  and parts revenue comes from repeat  customers,  mainly museums and
schools.  As such,  revenue is  generally  not  dependent  upon repeat  sales to
commercial  customers'  inventory  management  systems  or  enterprise  resource
planning  systems the way many  businesses may be. The Company uses a network of
vendors  to  obtain  its  parts  and  supplies.  Many  parts  and  supplies  are
commodities  available from numerous  sources.  The effect of critical  vendors'
ability  to  continue  to  supply  the  Company  though  Year  2000 has not been
determined.  However,  the Company  believes that the lack of  integration  with
vendors  systems  and  numerous  available  sources  will  reduce  the risk from
vendors Year 2000 potential problems.

The  Company's  products  rely on a number of widely used third  party  software
products,  which claim to be Year 2000 compliant or do not perform date-oriented
tasks.  Evaluation  and testing of the Year 2000 impact on software  used in the
Company's products is planned in conjunction with other research and development
efforts  over the next year.  Evaluation  and any required  corrections  are not
expected to have a material cost impact.

As a contingency  plan,  in the event that all of the necessary  changes are not
completed  by the Year 2000,  the portions of the  operations  that rely on date
sensitive data can be accommodated by manual  procedures and date adjustments to
existing  software  applications.  The Company believes this  contingency  plan,
although  not the most  efficient  solution,  could be  accomplished  without  a
material interruption to the Company's business.

In addition to the specific  anticipated costs described above, the Company will
incur additional costs as salaried  personnel utilize their time to work on Year
2000 matters. The Company does not anticipate that the use of internal personnel
will have a material  adverse effect upon the Company's  operations or earnings;
however,  the  Company is not yet able to quantify  such costs and,  because the
Company has not reserved  any amounts  therefore,  any amounts so expended  will
reduce the Company's earnings.  In addition,  in the event that the economy as a
whole is materially and adversely  effected by widespread  interruptions,  or by
failures of key  infrastructure  providers (such as banks and utilities),  it is
likely that the Company's financial condition and results of operations would be
materially adversely effected.


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


                                       12
<PAGE>

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.


                                       13
<PAGE>


                              II. OTHER INFORMATION

6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit
   No.   Description of Document

   27    Financial Data Schedules (Filed electronically herewith)


(b) The  Registrant did not file any reports on Form 8-K during the three months
ended April 30, 1999.


                                   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 11, 1999                     Paul L. Dailey, Jr.
                                               Secretary-Treasurer

                                               Signing on Behalf of Registrant
                                               and as Chief Financial Officer



                                       14