# 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 1934For the quarterly period ended April 2, 2004, or
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------

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

COMMISSION FILE NUMBER   0-19622

|WTC Industries, Inc.                                  
|------------------------------------------------------
|                                                      
|(Exact Name of Registrant as Specified in its Charter)
|                                                      
|Delaware                                              
|                                                      
|(State or Other Jurisdiction of Incorporation)        
|                                                      
|1000 Apollo Road, Eagan, Minnesota                    
|                                                      
|(Address of Principal Executive Offices)              
|                                                      
|(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: 1,906,999 shares of Common Stock as of April 20, 2004

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

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Description of
Amendment of Form 10-QSB for Quarterly Period Ended April 2, 2004:

This
amendment to the WTC Industries, Inc. Form 10-QSB for the quarter ended April 2, 2004 is
being filed to provide the correct form of Exhibit 32.

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

The following documents
are filed as part of the report:

# Exhibits.

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

# SIGNATURES

In
accordance with the requirements of the Exchange Act, the registrant caused this Amendment
No. 1 on Form 10-QSB/A to Form 10-QSB to be signed on its behalf by the undersigned,
thereunto duly authorized.

|Dated:   April 22, 2004 |     | WTC Industries, Inc.                                     
|----------------------- | --- | ---------------------------------------------------------
|                       
|                        | By: | /s/ James J. Carbonari
President, Chief Executive Officer
|                       
|                        | By: | /s/ Gregory P. Jensen
Chief Financial Officer            

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