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                                   FORM 10-K/A
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
(Mark One)
   [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1998

                                       OR

   [ ]      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: 811-854

                               IIC INDUSTRIES INC.
             (Exact name of Registrant as specified in its charter)

                DELAWARE                              13-5675984 
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)              Identification No.)

                              420 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10170
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (212) 297-6132

        Securities registered pursuant to Section 12(b) of the Act: NONE

TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------                    -----------------------------------------

        N/A                                               N/A

           Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $0.25 PAR VALUE
                                (Title of Class)

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         Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The purpose of this amendment is to correct a typographical error on the
Statement of Cash Flows for the year ended December 31, 1998. (Item 14(a)(1).
The amended Statement of Cash Flows is attached.

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                      IIC Industries, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Years ended December 31,
                          (dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                             1998        1997        1996
                                                           --------    --------    --------
<S>                                                        <C>         <C>         <C>     
Cash flows from operating activities
   Net income                                              $  3,629    $  5,373    $ 12,711
                                                           --------    --------    --------
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities
        Depreciation                                          3,428       3,555       3,253
        Amortization                                             25          67          75
        Equity in (earnings) of affiliates, net
         of dividends                                        (4,361)     (4,156)     (4,230)
        Minority interest                                       434      (1,087)      2,935
        Gain on sale of noncurrent assets                      (410)     (2,486)     (2,230)
        Foreign currency loss                                 2,563       2,453         263
        Changes in operating assets and liabilities, net
          of effects of acquisition and dispositions of
          businesses:
            Accounts receivable                               2,165       3,122     (13,339)
            Inventories                                       7,983      12,012     (20,880)
            Advances to subcontractors                                                1,054
            Other assets                                        405          64        (188)
            Accounts payable and accrued expenses             4,426      (3,932)      7,772
            Advances from customers                             372      (7,018)      1,681
                                                           --------    --------    --------

        Total adjustments                                    17,030       2,594     (23,834)
                                                           --------    --------    --------
        Net cash provided by (used in) operating       
          activities                                         20,659       7,967     (11,123)
                                                           --------    --------    --------

Cash flows from investing activities
   Purchase of subsidiaries, net of cash acquired            (3,668)       (359)     (2,510)
   Purchase of property and equipment                        (5,092)     (5,264)    (10,636)
   Purchase of  investments                                 (12,993)     (3,730)     (1,713)
   (Purchase) sale of other assets                           (1,984)        234          74
   Deposits                                                   2,000
   Advances (to) from affiliates                                (56)        158         (71)
   Proceeds on disposal of property and equipment             1,600       2,733       3,178
   Proceeds on disposal of investments                          717       2,549       1,558
   Restricted cash                                             (156)      8,145      (2,637)
   Redemption of notes and loan receivable                       94         389         196
                                                           --------    --------    --------
        Net cash (used in) provided by investing  
          activities                                        (19,538)      4,855     (12,561)
                                                           --------    --------    --------
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>

                      IIC Industries, Inc. and Subsidiaries

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                            Years ended December 31,
                          (dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                        1998        1997        1996
                                                      --------    --------    --------
<S>                                                   <C>         <C>         <C>     
Cash flows from financing activities
   Issuance of long-term debt                         $  1,240    $    911    $    422
   Principal payments on long-term debt                 (2,641)       (100)       (381)
   Net (payments) receipts of short-term bank loans    (11,799)     (6,766)     23,074
                                                      --------    --------    --------

        Net cash (used in) provided by financing
          activities                                   (13,200)     (5,955)     23,115
                                                      --------    --------    --------

        (Decrease) increase in cash and cash
          equivalents during the year before
          effect of exchange rate on cash              (12,079)      6,867        (569)

Effect of exchange rate on cash                            255      (1,297)     (1,634)
                                                      --------    --------    --------

           (Decrease) increase in cash and cash
              equivalents during the year              (11,824)      5,570      (2,203)

Cash and cash equivalents at beginning of year          22,781      17,211      19,414
                                                      --------    --------    --------

Cash and cash equivalents at end of year              $ 10,957    $ 22,781    $ 17,211
                                                      ========    ========    ========

Supplemental disclosures of cash flow information:
  Cash paid during the year for
     Interest                                         $  2,336    $  5,976    $  6,077
     Income taxes                                        2,170       3,457       3,225
</TABLE>

The accompanying notes are an integral part of these statements.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated: April 27, 1999                  IIC Industries Inc.


                                       By: /s/ Bernard Schreier     
                                          ---------------------
                                           Bernard Schreier, Chairman
                                           of the Board and President
                                           (Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons in the capacities and on the
dates indicated.

        SIGNATURE                    TITLE                           DATE
        ---------                    -----                           ----

 /s/ Bernard Schreier        Chairman of the Board,              April 27, 1999
 ------------------------    President and Director
 Bernard Schreier            (Principal Executive Officer)

 /s/ Michael M. Wreschner    Director                            April 27, 1999
 ------------------------    (Principal Financial Officer   
 Michael M. Wreschner        and Chief Accounting Officer)