UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q/A-1




                [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                         For the quarterly period ended March 31, 2004


                          Commission File Number 1-5426


                             THOMAS INDUSTRIES INC.
--------------------------------------------------------------------------------
                (Exact name of Registrant as specified in its Charter)

       DELAWARE                                   61-0505332
-----------------------                --------------------------------
(State of incorporation)               (I.R.S. Employer Identification Number)

4360 BROWNSBORO ROAD, SUITE 300, LOUISVILLE, KENTUCKY             40207
-----------------------------------------------------            ------
 (Address of principal executive offices)                       (Zip Code)

                                  502/893-4600
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


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  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) Yes X No __

As of May 6,  2004,  17,371,539  shares of the  registrant's  Common  Stock were
outstanding (net of treasury shares).












<PAGE>
EXPLANATORY NOTE:
-----------------

This  amendment  is being  filed to  complete  information  in the  Registrant's
Condensed  Consolidated  Statements of Cash Flow (unaudited) and Note E to Notes
to Condensed Consolidated Financial Statement (unaudited), which information was
omitted from the original filing.



PART I. - FINANCIAL INFORMATION

ITEM 1.  Financial Statements (Unaudited)


                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (IN THOUSANDS EXCEPT AMOUNTS PER SHARE)



                                                        THREE MONTHS ENDED
                                                            MARCH  31
                                                   -----------------------------
                                                       2004              2003
                                                   -----------------------------


Net sales                                          $ 109,518        $  92,346
Cost of products sold                                 71,135           59,231
                                                   -----------------------------
Gross profit                                          38,383           33,115

Selling, general and administrative
  expenses                                            29,000           24,578
Equity income from GTG                                7,422            6,143
                                                   -----------------------------
Operating income                                      16,805           14,680


Interest expense                                       1,026            1,086
Interest income and other income (expense)               606              (39)
                                                   -----------------------------
Income before income taxes and minority interest      16,385           13,555


Income taxes                                           5,735            4,742
                                                   -----------------------------
Income before minority interest                       10,650            8,813

Minority interest, net of tax                             -                7
                                                   -----------------------------
                                                   $  10,650        $  8,806
                                                   =============================
Net income per share:
    Basic                                          $    0.61        $    0.51
    Diluted                                        $    0.60        $    0.50

Dividends declared per share:                      $   0.095        $   0.085

Weighted average number of
    shares outstanding:
    Basic                                             17,318           17,139
    Diluted                                           17,779           17,507


See notes to condensed consolidated financial statements.


                                       2
<PAGE>

<TABLE>


                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
<CAPTION>

                                                                                          (Unaudited)
                                                                                           March 31             December 31
                                                                                             2004                 2003 *
                                                                                    ---------------------------------------------
<S>                                                                                  <C>                     <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                        $          31,229       $         23,933
    Accounts receivable, less allowance
       (2004--$2,136; 2003--$2,270)                                                             58,621                 52,819
    Inventories:
           Finished products                                                                    31,266                 29,004
           Raw materials                                                                        27,863                 28,250
           Work in process                                                                       8,040                  8,641
                                                                                    ---------------------------------------------
                                                                                                67,169                 65,895
    Deferred income taxes                                                                        7,047                  6,688
    Other current assets                                                                         6,533                  6,287
                                                                                    ---------------------------------------------
Total current assets                                                                           170,599                155,622

Investment in GTG                                                                              221,353                214,405
Property, plant and equipment                                                                  185,084                185,123
    Less accumulated depreciation and amortization                                             (79,304)                (76,773)
                                                                                    ---------------------------------------------
                                                                                               105,780                108,350
Goodwill                                                                                        67,749                 70,164
Other intangible assets, net                                                                    21,008                 21,788
Other assets                                                                                     4,696                  4,715
                                                                                    ---------------------------------------------
Total assets                                                                         $         591,185        $       575,044
                                                                                    =============================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Notes payable                                                                    $           3,092      $           3,088
    Accounts payable                                                                            16,384                 14,312
    Accrued expense and other current liabilities                                               31,297                 30,519
    Dividends payable                                                                            1,646                  1,642
    Income taxes payable                                                                         5,726                     595
    Current portion of long-term debt                                                            9,739                  9,885
                                                                                    ---------------------------------------------
Total current liabilities                                                                       67,884                 60,041

Deferred income taxes                                                                            5,873                  6,177
Long-term debt, less current portion                                                           108,187                102,673
Long-term pension liability                                                                     13,189                 13,189
Other long-term liabilities                                                                      9,446                  9,609
                                                                                    ---------------------------------------------
Total liabilities                                                                              204,579                191,689

Shareholders' equity:
    Preferred stock, $1 par value, 3,000,000 shares authorized - none issued                         -                      -
    Common stock, $1 par value, shares authorized: 60,000,000; shares
       issued: 2004 - 18,181,078; 2003 - 18,108,664                                             18,181                 18,109
    Capital surplus                                                                            138,852                137,041
    Deferred compensation                                                                        1,506                  1,211
    Treasury stock held for deferred compensation                                               (1,506)                (1,211)
    Retained earnings                                                                          225,300                216,296
    Accumulated other comprehensive income (loss)                                               16,332                 23,968
    Less cost of 822,339 treasury shares                                                       (12,059)               (12,059)
                                                                                    ---------------------------------------------
Total shareholders' equity                                                                     386,606                383,355
                                                                                    ---------------------------------------------
Total liabilities and shareholders' equity                                           $         591,185        $       575,044
                                                                                    =============================================

* Derived from the audited  December 31, 2003  consolidated  balance sheet.
See notes to condensed consolidated financial statements.

</TABLE>

                                       3

<PAGE>

<TABLE>

                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
<CAPTION>

                                                                                       THREE MONTHS ENDED
                                                                                           MARCH 31
                                                                                 ---------------------------------
                                                                                          2004          2003
                                                                                 ---------------------------------

<S>                                                                                     <C>            <C>
OPERATING ACTIVITIES
Net income                                                                              $  10,650      $  8,806
Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and intangible amortization                                              4,017         3,869
      Deferred income taxes                                                                  (515)          124
      Equity income from GTG                                                               (7,422)       (6,143)
      Other items                                                                             158           36
      Changes in operating assets and liabilities net of effect of acquisitions:
            Accounts receivable                                                            (6,865)       (5,140)
            Inventories                                                                    (2,674)       (3,459)
            Accounts payable                                                                2,707        (2,081)
            Income taxes payable                                                            5,439         2,846
            Accrued expenses and other current liabilities                                  1,355         2,309
            Other                                                                          (1,309)         (446)
                                                                                 -------------------------------

Net cash provided by operating activities                                                   5,541           721

INVESTING ACTIVITIES

Purchases of property, plant and equipment                                                 (3,740)       (1,952)

Sales of property, plant and equipment                                                          2            13
                                                                                 -------------------------------

Net cash used in investing activities                                                      (3,738)       (1,939)

FINANCING ACTIVITIES
Proceeds (payments) on short-term debt, net                                                   171        (1,421)
Proceeds from long-term  debt                                                              16,534        12,000
Payments from long-term debt                                                              (10,769)       (7,849)

Dividends paid                                                                             (1,642)       (1,455)

Other                                                                                       1,082           356
                                                                                 -------------------------------

Net cash provided by financing activities                                                   5,376         1,631


Effect of exchange rate changes                                                               117           26
                                                                                 -------------------------------

Net increase in cash and cash equivalents                                                   7,296           439

Cash and cash equivalents at beginning of period                                           23,933        18,879
                                                                                 -------------------------------
Cash and cash equivalents at end of period                                       $         31,229      $ 19,318
                                                                                 ===============================


See notes to condensed consolidated financial statements.

</TABLE>

                                       4

<PAGE>

                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note A - Basis of Presentation
------------------------------

The accompanying unaudited condensed consolidated financial statements of Thomas
Industries  Inc.  ("Thomas" or the  "Company")  have been prepared in accordance
with accounting  principles  generally accepted in the United States for interim
financial  reporting and with the instructions to Form 10-Q and Article 10-01 of
Regulation  S-X.  Accordingly,  they  do not  include  all the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States for complete financial statements.

The results of operations  for the  three-month  period ended March 31, 2004 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December  31,  2004.  In the opinion of the  Company's  management,  the
unaudited consolidated financial statements include all adjustments,  consisting
only of normal recurring accruals,  considered necessary for a fair presentation
of  the  financial   position  and  the  results  of  operations.   For  further
information,  refer  to the  consolidated  financial  statements  and  footnotes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2003.

Note B - Acquisitions
---------------------

On November 20, 2003, the Company purchased the remaining 25% minority interests
in the Company's New Zealand subsidiary for $244,000.  All of the purchase price
was  allocated  to  goodwill.  The  Company  now  owns  100% of the New  Zealand
subsidiary.

On July 31, 2003, the Company purchased all of the outstanding  equity interests
of Aldax AB, of Stockholm,  Sweden for $2.6  million,  of which $1.7 million was
paid in cash at the acquisition date, while $900,000 was recorded as a long-term
liability to be paid on July 31, 2005 in accordance with the purchase agreement.
Approximately $2.0 million of the purchase price was allocated to goodwill.

On April 11, 2003, the Company purchased the remaining 20% minority interests in
the Company's Italian subsidiary for $1.5 million. All of the purchase price was
allocated to goodwill. The Company now owns 100% of the Italian subsidiary.

Note C - Contingencies
----------------------

On August 13,  2002,  a petition  was filed in the  District  Court of Jefferson
County,  Texas,  adding Thomas  Industries  Inc. as a third party defendant in a
lawsuit  captioned  Hydro Action,  Inc. v. Jesse James,  individually  and d/b/a
James Backhoe Service of Dietrich, Illinois, Inc. and Original Septic Solutions,
Inc.  (the "Third Party  Plaintiffs")  (the  "Original  Lawsuit").  The Original
Lawsuit  alleged that the Company  violated the Texas  Deceptive Trade Practices
Act and  breached  warranties  of  merchantability  and fitness for a particular
purpose  with  respect to pumps  sold by the  Company  and used in septic  tanks
manufactured or sold by the plaintiffs.  The Original Lawsuit has been stayed as
a result of the  bankruptcy  filing by Hydro Action,  Inc. On October 8, 2003, a
lawsuit was filed against the Company,  Gig Drewery,  Yasunaga  Corporation  and
Aqua-Partners, Ltd. in the District Court of Jefferson County, Texas, making the
same allegations set forth in the Original  Lawsuit and requesting  class-action
certification.  No class has been  certified.  The Third  Party  Plaintiffs  are
plaintiffs  in  this  action.   This  complaint  has  been  amended  to  include
approximately  28  plaintiffs.  The  complaint  currently  seeks $3 million  per
plaintiff and punitive and exemplary  damages.  The total sales related to these
products  were  approximately  $900,000.  Although  this  litigation  is in  the
preliminary  stages,  the Company  believes it has  meritorious  defenses to the
claims and intends to  vigorously  defend this matter.  Litigation is subject to

                                        5

<PAGE>

many  uncertainties  and the  Company  cannot  guarantee  the  outcome  of these
proceedings.  However,  based upon information currently available,  the Company
does not  believe  that the  outcome of these  proceedings  will have a material
adverse effect on the consolidated financial position,  results of operations or
cash flows of the Company.

The Company, like other similar manufacturers, is subject to environmental rules
and regulations  regarding the use, disposal and cleanup of substances regulated
under  environmental  protection laws. It is the Company's policy to comply with
these rules and  regulations,  and the Company  believes  that its practices and
procedures  are  designed  to meet this  compliance.  The Company is involved in
remedial efforts at certain of its present and former locations;  and when costs
can be reasonably  estimated,  the Company records  appropriate  liabilities for
such  matters.  Management  does not believe  that the  ultimate  resolution  of
environmental  matters  will have a  material  adverse  effect on its  financial
position, results of operations or liquidity.

In the normal  course of business,  the Company is a party to legal  proceedings
and claims. When costs can be reasonably estimated,  appropriate liabilities for
such matters are recorded.  While  management  currently  believes the amount of
ultimate  liability,  if any, with respect to these actions will not  materially
affect the  financial  position,  results of  operations,  or  liquidity  of the
Company,  the  ultimate  outcome  of  any  litigation  is  uncertain.   Were  an
unfavorable outcome to occur, the impact could be material to the Company.

Note D - Comprehensive Income
-----------------------------
The reconciliation of net income to comprehensive income follows (in thousands):

<TABLE>

                                                                    THREE MONTHS ENDED
                                                                         MARCH 31
                                                                ------------------------
                                                                  2004             2003
                                                                  ----             ----
         <S>                                                     <C>             <C>
         Net income                                              $10,650         $ 8,806
         Other comprehensive income (loss):
            Minimum pension liability (increase)                       7             (27)
                  Related tax expense (credit)                        (3)             9
            Derivative adjustment                                   (293)             -
                  Related tax expense                                111              -
            Foreign currency translation                          (7,458)         3,835
                                                                  -------       -------
         Total change in other comprehensive income (loss)        (7,636)         3,817
                                                                  -------       -------
         Total comprehensive income                              $ 3,014        $12,623
                                                                =========       =======

</TABLE>

Note E - Net Income Per Share
-----------------------------
The  computation of the numerator and denominator in computing basic and diluted
net income per share follows (in thousands):

<TABLE>
                                                                   THREE MONTHS ENDED
                                                                         MARCH 31
                                                                 ----------------------
                                                                   2004           2003
                                                                   ----           ----
<S>                                                              <C>             <C>
Numerator:
    Net income                                                   $10,650         $8,806
                                                                 =======         ======
Denominator:
    Weighted average shares outstanding                           17,318         17,139

Effect of dilutive securities:
    Director and employee stock options                              445            322
    Employee performance shares                                       16             46
                                                                 -------         ------
    Dilutive potential common shares                                 461            368
                                                                 -------         ------
    Denominator for diluted earnings per share -
      adjusted weighted average shares and assumed conversions    17,779         17,507
                                                                 =======         ======

</TABLE>

                                       6

<PAGE>

Note F - Segment Disclosures
----------------------------

<TABLE>

(In  thousands)                                                     THREE MONTHS ENDED
                                                                        MARCH 31
                                                                --------------------------
                                                                   2004             2003
                                                                   ----             ----

<S>                                                             <C>             <C>
Total net sales including intercompany sales
       Pump and Compressor                                      $135,716        $  112,127
Intercompany sales
       Pump and Compressor                                       (26,198)          (19,781)
                                                                --------       -----------
Net sales to unaffiliated customers
       Pump and Compressor                                      $109,518        $   92,346
                                                                ========        ==========

Operating income
         Pump and Compressor                                     $11,643        $   10,325
         Lighting*                                                 7,422             6,143
         Corporate                                                (2,260)           (1,788)
                                                               ---------        ----------
                                                                 $16,805        $  14,680
                                                                 =======        ==========

*Three months ended March 31 consists of equity income of $7,512,000 in 2004 and
$6,222,000 in 2003 from our 32% interest in the joint  venture,  Genlyte  Thomas
Group LLC (GTG),  less  $90,000 in 2004 and  $79,000 in 2003  related to expense
recorded for Thomas Industries stock options issued to GTG employees.

</TABLE>

Note G - Goodwill and Other Intangible Assets
---------------------------------------------

The changes in net carrying  amount of goodwill for the three months ended March
31, 2004 were as follows (in thousands):
                                                    THREE MONTHS ENDED
                                                      MARCH 31, 2004
                                                      --------------
   Balance at beginning of period                       $ 70,164
   Translation adjustments and other                      (2,415)
                                                        ----------
   Balance at end of period                             $ 67,749
                                                        ========

The  goodwill  included  in the  balance  sheets  is  related  to the  Pump  and
Compressor Segment.

Certain   intangible  assets  have  definite  lives  and  are  being  amortized.
Amortizable intangible assets consist of the following (in thousands):

<TABLE>

                               March 31, 2004                                 December 31, 2003
                  -----------------------------------------     ----------------------------------------------
                                           Accumulated                                        Accumulated
                   Life       Cost         Amortization            Life          Cost         Amortization
                   ----       ----         ------------            ----          ----         ------------

   <S>             <C>      <C>            <C>                     <C>       <C>              <C>
   Licenses        18-19    $     494      $   209                 18-19     $     503        $   207
   Patents         5-20         5,688          860                 5-20          5,917            771
   Other           1-15         3,721          946                 1-10          3,619            890
                           ------------ -------------------                  ------------- -------------------
   Total                    $   9,903      $ 2,015                           $  10,039         $1,868
                           ============ ===================                  ============= ===================

</TABLE>

The total intangible  amortization  expense for the three months ended March 31,
2004 and 2003 was $219,000 and $291,000, respectively.


                                       7

<PAGE>

The estimated  amortization expense for the next five years beginning January 1,
2004 through December 31, 2008 is as follows (in thousands):

      2004         $873
      2005          874
      2006          874
      2007          867
      2008          819

The Company has various  trademarks  totaling  $12,334,000 at March 31, 2004 and
$12,831,000 at December 31, 2003, that are not amortized. Also included in other
intangible  assets is an intangible  asset  associated  with the minimum pension
liability of $786,000 as of March 31, 2004 and December 31, 2003.

Note H - Long-lived Assets
--------------------------

Consistent  with SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets," the Company evaluates  long-lived assets for impairment and
assesses their recoverability based upon anticipated future cash flows. If facts
and circumstances lead the Company's  management to believe that the cost of one
of its assets may be  impaired,  the Company  will  evaluate the extent to which
that cost is  recoverable  by  comparing  the  future  undiscounted  cash  flows
estimated to be associated  with that asset to the asset's  carrying  amount and
write down that carrying amount to market value to the extent necessary.

Note I - Genlyte Thomas Group LLC (GTG)
---------------------------------------

The following table contains certain unaudited financial information for GTG.

                            Genlyte Thomas Group LLC
                         Condensed Financial Information
                             (Dollars in Thousands)
                                             (Unaudited)
                                                 March 31,        December 31,
                                                  2004                2003
                                                  ----                ----
       GTG balance sheets:
          Current assets                      $471,149            $444,272
          Long-term assets                     287,014             288,499
          Current liabilities                  188,741             185,809
          Long-term liabilities                 51,750              51,003


                                                             Three Months
                                                            Ended March 31
                                                            --------------
                                                           2004          2003
                                                           ----          ----
       GTG income statements (unaudited):
          Net sales                                     $277,362    $  237,913
               Gross profit                               95,116        81,830
          Earnings before interest and taxes              25,219        21,163
          Net income                                      23,474        19,445

    Amounts recorded by Thomas Industries Inc.:
          Equity income from GTG                       $   7,512    $    6,222
          Stock option expense                               (90)          (79)
                                                       ---------    ----------
          Equity income reported by Thomas             $   7,422    $    6,143
                                                       =========    ==========

                                       8
<PAGE>

Note J - Stock-Based Compensation
---------------------------------

Stock options are granted under various stock compensation programs to employees
and independent directors.  In December 2003, the Company adopted the fair value
recognition   provisions  of  accounting  for  stock-based   compensation  under
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation,"  (SFAS 123) which  required the Company to expense the fair value
of  employee  stock  options  prospectively  for all  employee  awards  granted,
modified or settled after January 1, 2003.  Awards under the Company's plan vest
over a period of five years.  For employee stock options  granted prior to 2003,
the Company  continues to use the  intrinsic  value based  method of  accounting
prescribed by Accounting  Principles Board Opinion No. 25, "Accounting for Stock
Issued to  Employees"  ("APB 25").  For purposes of pro forma  disclosures,  the
estimated  fair value of the options is  amortized  to expense over the options'
vesting period.

Included in stock option activity, but accounted for in accordance with SFAS No.
123, are options  granted to GTG  employees,  for which the Company has recorded
compensation  expense.  This  compensation  expense,  shown net of tax,  is also
included in the pro forma information below.

The following table  illustrates the effect on net income and earnings per share
if the fair value based method had been applied to all  outstanding and unvested
awards in each period.

                                                          Three Months Ended
                                                               March 31
                                                        ------------------------
                                                            2004          2003
                                                        ------------------------

Net income (as reported)                                  $  10,650    $  8,806
Add: Stock-based compensation expense for GTG employees
   included in reported net income, net of related tax
   effect.                                                       81          46
Deduct:  Total stock-based employee compensation
   determined under fair value based method for all
   awards, net of related tax effect.                          (195)       (194)
                                                        ------------------------
Net income (pro forma)                                    $  10,536    $  8,658
                                                        ========================

Net income per share (Basic) -        As reported             $ .61       $ .51
                                          Pro forma             .61         .51

Net income per share (Diluted) -    As reported                 .60         .50
                                          Pro forma             .59         .50

Note K - Product Warranty Costs
-------------------------------

The Company  generally  offers  warranties  for most of its products for periods
from one to five years.  The specific terms and  conditions of these  warranties
vary  depending  on the  product  sold and  country  in which the  Company  does
business.  The  Company  estimates  the  costs  that may be  incurred  under its
warranty and records a liability in the amount of such costs at the time product
revenue is  recognized.  Factors that affect the  Company's  warranty  liability
include that number of units sold,  historical and anticipated rates of warranty
claims,  and cost per claim. The Company  periodically  assesses the adequacy of
its recorded warranty liability and adjusts the amount as necessary.

Changes in the  Company's  warranty  liability for March 31, 2004 are as follows
(in thousands):


                                       9

<PAGE>

                                                 THREE MONTHS ENDED
                                                   MARCH 31, 2004
                                                   --------------
   Balance at beginning of period                      $5,382
   Warranties accrued                                     970
   Settlements made and other                            (835)
   Balance at end of period                            $5,517
                                                       ======

Note L - Currency Risk Management
---------------------------------

All derivative  instruments  are recorded at fair value on the balance sheet and
all changes in fair value are  recorded to earnings or to  shareholders'  equity
through other comprehensive  income in accordance with SFAS No. 133, as amended,
"Accounting for Derivatives and Hedging Activity" (SFAS 133).

The Company uses forward currency exchange  contracts to manage its exposures to
the  variability  of cash flows  primarily  related to the purchase of inventory
manufactured  in  Europe  but  inventoried  and  sold  in  non  Euro-denominated
countries. These contracts are designated as cash flow hedges.

The Company  does not use  derivative  instruments  for  trading or  speculative
purposes.

All of the Company's  derivative contracts are adjusted to current market values
each period and qualify for hedge  accounting under SFAS 133. The periodic gains
and  losses of the  contracts  designated  as cash flows are  deferred  in other
comprehensive  income until the underlying  transactions  are  recognized.  Upon
recognition,  such gains and losses are recorded in  operations as an adjustment
to the carrying  amounts of the underlying  transactions  in the period in which
these transactions are recognized.  The carrying values of derivative  contracts
are included in other current assets.

The Company's policy requires that contracts used as hedges must be effective at
reducing  the  risk  associated  with  the  exposure  being  hedged  and must be
designated as a hedge at the inception of the contract. Hedging effectiveness is
assessed periodically. Any contract that is either not designated as a hedge, or
is so  designated  but is  ineffective,  is marked to market and  recognized  in
earnings  immediately.  If a  cash  flow  hedge  ceases  to  qualify  for  hedge
accounting or is  terminated,  the contract  would continue to be carried on the
balance  sheet  at fair  value  until  settled  and  future  adjustments  to the
contract's  fair  value  would  be  recognized  in  earnings  immediately.  If a
forecasted  transaction  were no longer  probable to occur,  amounts  previously
deferred  in other  comprehensive  income  would be  recognized  immediately  in
earnings.

Note M - Pension and Other Postretirement Benefit Costs
-------------------------------------------------------

The components of net periodic benefit cost consisted of the following:

<TABLE>
                                                                                                     OTHER
                                                                PENSION BENEFITS                POSTRETIREMENT
                                                                                                   BENEFITS
                                                     FOREIGN PLANS U.S. PLANS                    (U.S. PLANS)
                                         --------------------------------------------------- -----------------------
                                          2004         2003         2004         2003           2004       2003
                                         --------------------------------------------------- -----------------------
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>
Service cost                             $   62       $   72       $   84       $   71       $  21        $  17
Interest cost                               141          148          131          128          23           21
Expected return on plan assets                -            -         (144)        (135)          -            -
Other amortization and deferral               4            -           60           51          10            8
                                         --------     -------      -------      -------      ------       -----
Net Periodic Benefit cost                $  207       $  220       $  131       $  115       $  54        $  46
                                         ======       ======       ======       ======       =====        =====

</TABLE>


                                       10

<PAGE>

The Company previously  disclosed in its financial statements for the year ended
December 31, 2003, that it expected to contribute  $570,000 to its pension plans
in 2004.  As of March 31, 2004,  no  contributions  have been made.  The Company
continues to anticipate contributions to the plans of $570,000 for 2004.

In January 2004, the FASB issued FASB Staff Position No. 106-1,  "Accounting and
Disclosure  Requirements Related to the Medicare Prescription Drug,  Improvement
and Modernization Act of 2003" ("FSP FAS 106-1"). FSP FAS 106-1 allows companies
to  assess  the  effect  of the  Medicare  Prescription  Drug,  Improvement  and
Modernization Act of 2003 ("MMA") on their  postretirement  benefit  obligations
and costs and reflect the effects in the 2003 financial statements,  pursuant to
SFAS No. 106,  "Employer's  Accounting  for  Postretirement  Benefits Other Than
Pensions."  Companies  are also  allowed  to make a one-time  election  to defer
accounting for the effects of MMA until  authoritative  guidance is issued.  The
guidance in FSP FAS 106-1 is effective for years ending after  December 7, 2003.
In  accordance  with FSP FAS 106-1,  the Company made the  one-time  election to
defer  accounting  for  the  effects  of MMA  and,  therefore,  the  accumulated
postretirement  benefit obligation and postretirement net periodic benefit costs
in the Company's consolidated financial statements and disclosed in this note do
not reflect the effects of MMA on the  Company's  plans.  In addition,  specific
authoritative  guidance on the  accounting for the federal  subsidy,  one of the
provisions of MMA, is pending, and that guidance, when issued, could require the
Company to change previously  reported  information.  However,  in the Company's
opinion,  any change due to the  accounting  for the  federal  subsidy  would be
immaterial.

Note N - Recent Accounting Pronouncements
-----------------------------------------

In  January  2003,  the FASB  issued  Interpretation  No. 46  "Consolidation  of
Variable Interest Entities" ("FIN 46"). FIN 46 requires a company to consolidate
a variable  interest entity if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or is entitled to receive
a majority of the entity's  residual  returns,  or both. The Company has adopted
the  provisions  of FIN 46,  which  did  not  have an  impact  on the  Company's
financial statements or disclosures.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
requires that certain financial instruments,  which under previous guidance were
accounted for as equity, must now be accounted for as liabilities. The financial
instruments  affected include  mandatorily  redeemable stock,  certain financial
instruments  that  require  or may  require  the  issuer to buy back some of its
shares in exchange for cash or other assets, and certain obligations that can be
settled  with shares of stock.  Although  certain  portions of SFAS No. 150 have
been deferred  indefinitely,  certain portions of the statement became effective
during the third quarter of 2003.  The provisions of this statement did not have
and are not expected to have an impact on the  Company's  statement of financial
position.

                                       11
<PAGE>

PART II.  OTHER INFORMATION
-------   -----------------

ITEM 6.  Exhibits and Reports on Form 8-K

               (a)      Exhibits

                          31.1     Certification  of  Chief  Executive   Officer
                                   pursuant to Rule 13a-14(b) and Section 302 of
                                   the   Sarbanes-Oxley   Act  of  2002,   filed
                                   herewith

                          31.2     Certification  of  Chief  Financial   Officer
                                   pursuant to Rule 13a-14(b) and Section 302 of
                                   the   Sarbanes-Oxley   Act  of  2002,   filed
                                   herewith

                          32.1    Certification  Pursuant  to 18 U.S.C.  Section
                                  1350, as adopted  pursuant  Section 906 of the
                                  Sarbanes - Oxley Act of 2002, filed herewith.


                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this  Amendment  No. 1 to be signed on its behalf by
the undersigned thereunto duly authorized.

                                                THOMAS INDUSTRIES INC.
                                             -----------------------------------
                                                       Registrant

                                             /s/ Phillip J. Stuecker
                                             -----------------------------------
                                             Phillip J. Stuecker, Vice President
                                               & Chief Financial Officer

Date:  May 19, 2004


                                      12