SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                              FORM 10-QSB/A

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

    For the quarterly period ended    December 28, 2002

[ ] TRANSITION REPORT PURSUANT TO 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)852-2435

Check whether the registrant (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 requirements for
requirements for the past 90 days.

            Yes  [X]                           No

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 December 28, 2002

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 December 28,
2002 is being filed to amend Part I,  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 31.2, 31.2, 32.1 and 32.2.



  Item 3.  Controls and Procedures

As of December 28, 2002, 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 7 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 did not file any reports on Form 8-K during the
          quarter covered by this report.

























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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


                         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. Based on my knowledge, the financial statements, and other financial
information included in this  report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4. The registrant'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)) for the registrant 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 registrant, 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 registrant'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; and

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

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

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

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b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant'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. Based on my knowledge, the financial statements, and other financial
information included in this  report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4. The registrant'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)) for the registrant 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 registrant, 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 registrant'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; and

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

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

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

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b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant'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
June 28, 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.

Date:    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
June 28, 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.


Date:    October 27, 2003



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





















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