SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                       AMENDMENT NO. 1 ON FORM 10-QSB/A TO
                                   FORM 10-QSB

(MARK ONE)

   (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended June 30, 2003

   (_)      TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
            For the transition period from __________ to ___________


COMMISSION FILE NUMBER 0-19622
                       -------

  WTC INDUSTRIES, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

   DELAWARE                                             38-2308668
--------------------------------------------------------------------------------
 (State or Other Jurisdiction                           (IRS Employer
      of Incorporation)                                 Identification No.)

 1000 APOLLO ROAD, EAGAN, MINNESOTA                     55121-2240
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)               (Zip Code)

 (651) 554-3140
--------------------------------------------------------------------------------
(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 (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing required for the past 90 days.
Yes __x__ No _____.


APPLICABLE ONLY TO CORPORATE ISSUERS

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

1,784,624 shares of Common Stock as of July 24, 2003

         Transitional Small Business Disclosure Format (check one):
Yes _____; No __x__



                                       1
<PAGE>


Description of Amendment of Form 10-QSB for Quarterly Period Ended June 30,
---------------------------------------------------------------------------
2003:
-----

         This amendment to the WTC Industries, Inc. Form 10-QSB for the quarter
ended June 30, 2003 is being filed to provide the disclosures called for by Part
II. Other Information, Item 2. Changes in Securities with respect to certain
exercises of warrants as described below.

PART II.  OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

         In connection with the 1999 restructuring of an aggregate of $1,450,000
in promissory notes originally issued in 1994, the Company issued warrants (the
"Warrants") dated July 1, 1999 to purchase an aggregate of 271,176 shares of its
common stock. The Warrants expired on June 30, 2003 and had an exercise price of
$1.00 per share of common stock.

         During the quarter ended June 30, 2003, Warrants were exercised
resulting in the issuance of an aggregate of 140,526 shares of common stock,
including issuance of common stock to the following directors, or their
affiliates, as follows:

                                                      Number of Shares Issued
Warrant Holder                 Date of Exercise      Upon Exercise of Warrant
--------------                 ----------------      ------------------------
Robert C. Klas, Sr.               June 16, 2003              75,098
The Tapemark Company              June 10, 2003              44,178
Bilione Young                      May 27, 2003               2,500
John Clymer                        May 30, 2003               2,500
Robert C. Klas, Jr.               June 16, 2003               1,250

         Messrs. Klas, Clymer and Klas are directors of the Company, as is Ms.
Young. The Tapemark Company is an affiliate of Mr. Klas, Sr. and Mr. Klas, Jr.

         Based upon the manner of sale, representations by the holders of the
Warrants that each was an "accredited investor" as defined in Rule 506 of
Regulation D and the relationship of the holders of the Warrants as existing
security holders of the Company, this issuance was a private placement not
involving any public offering within the meaning of Section 4(2) of the
Securities Act of 1933, as amended and was an exchange of securities with
existing security holders under Section 3(a)(9) of the Act, and was, therefore,
exempt from the registration requirements of the Act.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      The following exhibits are included herein:

         31.1     Certifications pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act).

         31.2     Certifications pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act).

         32.      Certifications pursuant Section 906 of the Sarbanes-Oxley Act
                  of 2002 (18 U.S.C.ss.1350).


                                       2

<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this Amendment No. 1 to Quarterly Report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Dated: October 23, 2003                 WTC Industries, Inc.

                                        By: /s/  James J. Carbonari
                                            -----------------------------------
                                            President, Chief Executive Officer

                                        By: /s/  Gregory P. Jensen
                                            -----------------------------------
                                            Chief Financial Officer
























                                       3