SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                              FORM 10-QSB/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934.

    For the quarterly period ended    March 29, 2003

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934.

    For the transition period from _______________ to ________________


                    Commission File No. 0-2052

                      GODDARD INDUSTRIES, INC.

       (Exact name of registrant as specified in its charter)


        Massachusetts                              04-2268165

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



        705 Plantation Street, Worcester, Massachusetts    01605

           (Address of principal executive office)       (Zip Code)

Registrant's telephone number, including area code:    (508)852-2436


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

 Title of Each Class of            Number of Shares Outstanding
Common Equity Outstanding          at March 29, 2003

Common Stock, $.01 par value               2,560,684

Transitional Small Business Disclosure Format

           Yes  [  ]              No  [ X ]










  INTRODUCTORY NOTE
This amendment to  the Company's  Form 10-QSB for the period ended March 29,
2003 is being filed to amend Part I of Item 3, Controls and Procedures, to
clarify that the Company's disclosure controls provide reasonable assurance
that material  information relating to the Company is accumulated and
communicated to management,  including the Company's Chief Executive Officer and
Chief Financial Officer,  as  appropriate to  allow timely decisions regarding
required disclosure.  In connection with these amendments, the Company's Chief
Executive Officer and Chief Financial Officer have each provided the
certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 and
under Section 906 of the Sarbanes-Oxley Act of 2002.  These certifications are
filed as exhibits 31.1, 31.2, 32.1 and 32.2.




  Item 3.  Controls and Procedures

As of March 29, 2003, our Chief Executive Officer and Chief Financial Officer
performed an evaluation of the effectiveness of the Company's disclosure
controls and procedures (as defined in SEC Rule 13a-15(e)), which have been
designed to ensure that material information related to the Company is made
known to them and timely disclosed.  The Company's management, including the CEO
and CFO, does not expect that the Company's disclosure controls or internal
controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the company have been detected.  Notwithstanding the foregoing,
however, based upon their evaluations, our CEO and CFO concluded that the
Company's disclosure controls are effective to provide a reasonable level of
assurance that material information relating to the Company is accumulated and
communicated to management, including the CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.

There have been no changes in the Company's internal control over financial
reporting that occurred during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.












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                        PART II - OTHER INFORMATION



Item 6 - Exhibits and Reports on Form 8-K

     (a)  Exhibits

         11   Statement Re:  Computation of Per Share Earnings. The
              information set forth in Note 8 to the Financial Statements
              found in PART I hereof is hereby incorporated.

      31.1 Certification of CEO pursuant to Section 302 of Sarbanes-Oxley
              Act

         31.2 Certification of CFO pursuant to Section 302 of Sarbanes-Oxley
              Act


         32.1 Certification of CEO pursuant to Section 906 of Sarbanes-Oxley
              Act

         32.2 Certification of CFO pursuant to Section 906 of Sarbanes-Oxley
              Act



     (b)  The Company filed a Form 8-K on February 3, 2003 and a Form
          8-K/A on April 7, 2003

























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SIGNATURES



Pursuant to the requirements 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 as of October 27, 2003, 2003


                         GODDARD INDUSTRIES, INC.




                         By:/s/Salvatore J. Vinciguerra
                            ----------------------------
                            Salvatore J. Vinciguerra
                            President,
                            Chief Executive Officer


                         By:/s/Kenneth E. Heyman
                            ----------------------------
                            Kenneth E. Heyman
                            Principal Financial and
				    Accounting Officer

























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                             EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Salvatore J. Vinciguerra, President and Chief Executive Officer of Goddard
Industries, Inc., certify that:

1. I have reviewed this report on Form 10-QSB, as amended by this Form 10-QSB/A,
of Goddard Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. [Omitted Because Amendment Does Not Include Financial Statements or Other
Financial Information]

4. The small business issuer's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and [omitted] for the small
business issuer and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b) [Omitted]

c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
small business issuer's board of directors (or persons performing the equivalent
function):






                                     - 5 -




a) All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial data; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
controls.

Date: October 27, 2003

/s/ Salvatore J. Vinciguerra
Salvatore J. Vinciguerra
President and Chief Executive Officer
(Principal Executive Officer)




































                                     - 6 -



					   EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kenneth E. Heyman, Chief Financial Officer of Goddard Industries, Inc.,
certify that:

1. I have reviewed this report on Form 10-QSB, as amended by this Form 10-QSB/A,
of Goddard Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. [Omitted Because Amendment Does Not Include Financial Statements or Other
Financial Information]

4. The small business issuer's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and [omitted]  for the small
business issuer and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b) [Omitted]

c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
small business issuer's board of directors (or persons performing the equivalent
function):





                                     - 7 -



a) All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial data; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
controls.

Date: October 27, 2003

/s/ Kenneth E. Heyman
Kenneth E. Heyman
Chief Financial Officer
(Principal Financial Officer)






































                                     - 8 -



                                 Exhibit 32.1

                                Certification

              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
               (Subsections (a) and (b) of Section 1350, Chapter 63 of
                          Title 18, United States Code)

	Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the
undersigned officer of Goddard Industries, Inc., a Massachusetts corporation
(the "Company"), does hereby certify, to the best of such officer's knowledge
and belief, that:

	(1)   the Quarterly Report on Form 10-QSB for the period ended
March 29, 2003, as amended by this Form 10-QSB/A, (the "Report") of the Company
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

      (2)   the information contained in the Report fairly presents, in all
materials respects, the financial condition and results of operations of the
Company.

Dated:      October 27, 2003




       /s/Salvatore J. Vinciguerra
       Salvatore J. Vinciguerra
       Chief Executive Officer























                                   - 9 -



                               Exhibit 32.2


                              Certification


              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
               (Subsections (a) and (b) of Section 1350, Chapter 63 of
                          Title 18, United States Code)

	Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the
undersigned officer of Goddard Industries, Inc., a Massachusetts corporation
(the "Company"), does hereby certify, to the best of such officer's knowledge
and belief, that:

	(1)   the Quarterly Report on Form 10-QSB for the period ended
March 29, 2003, as amended by this Form 10-QSB/A, (the "Report") of the Company
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

      (2)   the information contained in the Report fairly presents, in all
materials respects, the financial condition and results of operations of the
Company.


Dated:      October 27, 2003


         /s/Kenneth E. Heyman
         Kenneth E. Heyman
         Chief Financial Officer






















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