# 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 March 31, 2002
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

|(_) |  | 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                                              
|                                                      
|(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: 1,508,148 shares of Common Stock as of April 8, 2002

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



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The Companys Quarterly Report
on Form 10-QSB for the quarter ended March 31, 2002 is hereby amended to add the
following Change in Control Agreements as exhibits. These Agreements were disclosed in
Footnote 13 to the Companys audited financial statements for 2001, and their terms
were described in the Companys Information Statement for its annual meeting of
shareholders on May 22, 2002. However, the Agreements themselves were inadvertently not
included as exhibits to the Form 10-QSB for the quarter ended March 31, 2002, as
originally filed.

PART II

|Item 6. |  | EXHIBITS
AND REPORTS ON FORM 8-K (IN PART, AS AMENDED)
|------- |  | ------------------------------------------------------

|(a) |  | The
following documents are filed as part of this report:
|--- |  | ---------------------------------------------------------

|10.65 |  | Change
in Control Agreement with James Carbonari dated January 22, 2002, as amended February 3,
2004
|----- |  | ----------------------------------------------------------------------------------------------------

|10.66 |  | Change
in Control Agreement with Andrew Rensink dated January 18, 2002
|----- |  | ----------------------------------------------------------------------

|10.67 |  | Change
in Control Agreement with Greg Jensen dated January 18, 2002
|----- |  | -------------------------------------------------------------------

|10.68 |  | Change
in Control Agreement with David Botts dated January 18, 2002
|----- |  | -------------------------------------------------------------------

SIGNATURE

Pursuant to the requirements of the
Exchange Act, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                         | WTC INDUSTRIES, INC.                                                                                                     
|------------------------ | -------------------------------------------------------------------------------------------------------------------------
|Date:  February 17, 2004 | By: /s/ James J. Carbonari                                                                                               
|                         | James J. Carbonari
                                                                               Chief Executive Officer

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