UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A1

/ X /    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934 (Fee Required)

         For the fiscal year ended May 31, 1999.

/  /)    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 (No Fee Required)

                         Commission File Number: 1-4676

                            The Bethlehem Corporation
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

        Pennsylvania                                    24-0525900
        ------------                                    ----------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

    25th and Lennox Streets, Easton, Pennsylvania         18044-0348
    ---------------------------------------------         ----------
    (Address of principal executive offices)              (Zip Code)

Issuer's telephone number including Area Code:  (610) 258-7111.

Securities registered under Section 12(b) of the Act:

                                                 Name of each exchange
     Title of each class                          on which registered
     -------------------                          -------------------

     Common Stock, no par value                  American Stock Exchange, Inc.

Securities registered under Section 12(g) of the Exchange Act:  None.

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 the filing requirements for the past 90 days. Yes /X/   No /  /

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will 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-KSB or any  amendment to
this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year:  $13,710,000

As of August 20, 1999,  2,378,520 shares of the  registrant's  Common Stock were
outstanding  and the  aggregate  market  value  of  such  Common  Stock  held by
non-affiliates was approximately  $2,158,197 based on the average of the bid and
asked prices on that date of $1.6875.


<PAGE>
                                    Part III

Item 9.  DIRECTORS, EXECUTIVE  OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

                  The  directors  are  elected  at  the  Annual  Meeting  of the
Shareholders  of the Company and each  director  elected  holds office until his
successor  is elected  and  qualified.  The Board  currently  consists  of eight
members.  The  shareholders  vote at the  Annual  Meeting  for the  election  of
directors.  There are no family  relationships  among any directors or executive
officers of the Company,  except that  directors  Jan P. Gale and Ronald H. Gale
are brothers.

                  The names of the directors,  together with certain information
regarding them, are as follows:

<TABLE>
<CAPTION>

                                                                                                                   Year First Became
          Name          Age             Principal Occupation                                                          a Director
---------------------   ----   -------------------------------------------------------------------------------  --------------------

<S>                      <C>   <C>                                                                                      <C>
Salvatore J. Zizza       53    Chairman  of the Board of  Directors  since 1995;  Chairman  and  Principal  of          1995
                               Hallmark Electrical Supplies Corp., since May of 1998; from 1991 to April 1998,
                               Chairman and Executive  Vice  President  and  Treasurer of The Lehigh Group,  a
                               public company listed on the New York Stock Exchange with  subsidiaries  in the
                               distribution of electrical products

Alan H. Silverstein      50    President  and Chief  Executive  Officer of the Company  since  December  1995;          1994
                               President  and Chief  Operating  Officer of the Company from  February  1994 to
                               November  1995;  from  July  1992 to  February  1994,  President  of  Universal
                               Industrial Gas, Inc., a rebuilder of industrial gas plants

James L. Leuthe          57    President,  Midland Farms,  Inc.,  since August 1998;  Chairman of the Board of          1976
                               First Lehigh Corporation,  a bank holding company, from 1982 to 1998; from 1977
                               until 1995 held various  positions  with the Company,  including  most recently
                               President and Chief Executive Officer

Jan P. Gale              45    Executive  Vice  President  of Universal Process Equipment, Inc. ("UPE") since           1991
                                1978,  an  international  supplier of complete  process plants and equipment
                                and manufacturer of new equipment in the United States and Europe

Ronald H. Gale           48    President and Chief Executive Officer of UPE since 1978                                  1990

Harold Bogatz            61    Vice President and General Counsel of UPE since 1987;  Secretary of the Company          1995
                               since 1996

James F. Lomma           53    President, J.F. Lomma Inc. since 1975, a trucking, rigging and export packaging          1998
                               firm  located in South  Kearney,  N.J. Mr. Lomma also serves as the Chairman of
                               the Special Carrier & Rigging Association

B. Ord Houston           86    Secretary  of the  Company  from  June  1983 to  December  1995;  held  various          1976
                               positions  with the Company  from 1966 until 1984,  most  recently as Executive
                               Vice President
</TABLE>


                                                                  2
<PAGE>

Item 10. EXECUTIVE COMPENSATION

         The  following  table  summarizes  compensation   information  for  the
Company's  President and Chief Executive Officer,  and two executive officers of
the Company whose  compensation  exceeded $100,000 for the Fiscal Year ended May
31, 1999. The table presents for such  individuals  information  with respect to
compensation  paid or accrued by the Company for  services  rendered  during the
Fiscal Years ended May 31, 1997, 1998 and 1999.  Messrs.  Silverstein,  Lind and
Mrs.  Martin  are  collectively  referred  to  herein  as the  "Named  Executive
Officers."
<TABLE>
<CAPTION>

                                                     Summary Compensation Table

                                                   Fiscal Year Compensation                 Long Term Compensation
                                                   ------------------------                 ----------------------
                                                                                                Stock
Name and Principal                                                           Other Annual       Option     All Other
Position                          Year         Salary          Bonus        Compensation (1)    Awards      Compensation (2)
---------------------------------------  --------------  -------------------------  ---------------------------  -------------------

<S>                               <C>         <C>             <C>             <C>              <C>            <C>
Alan H. Silverstein               1999        $165,000        $ 88,243        $  6,154         100,000        $ 12,134
President and Chief               1998         154,789          91,214           6,607          50,000          11,865
Executive Officer (3)             1997         140,441          83,570           7,295            --            11,925

Clarence T. Lind                  1999         110,000          20,291           6,033            --               612
Vice President of                 1998         104,923          21,303           5,849            --               612
Sales and Marketing (4)           1997          99,000          25,907           4,369            --               672

Antoinette L. Martin              1999          90,000          10,924           5,564           5,000             612
Vice President of                 1998          90,000          10,900           5,539          10,000             612
Finance, Chief                    1997          89,038             890           5,902            --               612
Financial Officer (5)
</TABLE>



(1)      Represents  lease  and  insurance  payments  made by the  Company  with
         respect to use of an automobile.

(2)      Represents life insurance premiums paid by the Company.

(3)      Mr.  Silverstein was elected  President and Chief Operating  Officer of
         the Company in February 1994 and was appointed Chief Executive  Officer
         of the Company on December 12, 1995.

(4)      Mr. Lind was  elected  Vice  President  of Sales and  Marketing  of the
         Company on December 12, 1995.

(5)      Mrs.  Martin was elected Vice President of Finance and Chief  Financial
         Officer of the Company on September 12, 1995.

                                       3

<PAGE>
Option Grants in Last Fiscal Year

                  The following table sets forth information  concerning options
granted  during the fiscal year ended May 31, 1999,  under the  Company's  stock
option plans or pursuant to grants to the Named Executive Officers.

<TABLE>
<CAPTION>

                              Number of              Percent of Total
                              Securities             Options Granted
                              Underlying             to Employees in             Per Share
         Name               Options Granted            Fiscal Year              Exercise Price       Expiration Date
         ----               ---------------            -----------              --------------       ---------------

<S>                            <C>                       <C>                      <C>                         <C> <C>
Alan H. Silverstein            50,000                    17.09%                   $1.78              December 17, 2008
Alan H. Silverstein            50,000                    17.09%                   $1.78              January 4, 2009

Antoinette L. Martin            5,000                     1.7%                    $1.63              August 21, 2008
</TABLE>

Aggregated Fiscal Year-End Options

         The   following   table  sets  forth  certain   information   regarding
unexercised stock options held by each of the Named Executive Officers as of May
31, 1999. No stock options were exercised by any Named Executive  Officer during
the 1999 Fiscal Year.

                    AGGREGATED FISCAL YEAR-END OPTION VALUES

                                    Number of         Value of Unexercised
                                Unexercised Options   in-the-Money Options
                                  at May 31, 1999     at May 31, 1999 ($)(1)
                                --------------------------------------------

                                Exercisable/           Exercisable/
     Name                       Unexercisable          Unexercisable

     Alan H. Silverstein            410,000/0           222,000/0

     Clarence T. Lind            16,666/3,334              0/0

     Antoinette L. Martin        31,666/3,334            912/0


(1)      On May 31, 1999 the last reported  sale price of the Common  Stock,  as
         reported by the American Stock Exchange, was $1.8125 per share.


                                       4
<PAGE>
Compensation of Directors

         Directors  are not  compensated  in  general  for their  services  as a
director but are entitled to  reimbursement  of expenses  incurred in connection
with their  attendance at meetings.  In the past the Company has granted options
to certain directors.

Employment Agreements

         Alan H. Silverstein, President and Chief Executive Officer, is employed
by the Company  pursuant to an  agreement  (the  "Employment  Agreement")  dated
February 1, 1994. The Employment  Agreement  provides for a five year term, with
automatic renewal for successive terms of two years,  subject to a mutual right,
exercisable  within 120 days prior to the  expiration of any term,  not to renew
the Employment Agreement.  The salary paid to Mr. Silverstein for the first year
under the  Employment  Agreement  was $110,000 and  increased to $165,000 in the
fifth year.  The  Employment  Agreement was renewed for an  additional  two year
period on  February  1,  1999.  The  salary  paid to Mr.  Silverstein  under the
Employment  Agreement will be $165,000 for the first year increasing to $185,000
in the second year. Mr.  Silverstein  is entitled to a quarterly  bonus based on
the defined earnings of the Company.


                                       5
<PAGE>
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  The  following  table sets forth,  as of  September  23, 1999,
information  regarding  ownership of the outstanding Common Stock of the Company
by (i) all persons who are known to the  Company to be the  beneficial  owner of
more than 5% of the Common Stock; (ii) each director and Named Executive Officer
(as such term is  hereinafter  defined);  and (iii) all  directors and executive
officers of the Company as a group:

<TABLE>
<CAPTION>

                                                                                   Percentage of
Name and Address of Beneficial Owner*       Shares Owned Beneficially (1)        Outstanding Shares
-------------------------------------       -----------------------------        ------------------

<S>                                                 <C>                                 <C>
Universal Process Equipment, Inc.                   2,706,600(2)(3)                     62.2%
PO Box 338
Roosevelt, NJ 08555

Ronald H. Gale                                      2,779,100(4)(5)                     63.8%

Jan P. Gale                                         2,777,100(4)(5)                     61.2%

James L. Leuthe                                       339,124(4)(6)                     13.5%

Alan H. Silverstein                                   410,000(7)                        14.7%

Salvatore J. Zizza                                    188,000(8)                         7.3%

B. Ord Houston                                          6,365(4)                        (9)

Harold Bogatz                                          10,000(10)                       (9)

James F. Lomma                                           --                             (9)

Clarence T. Lind                                       20,666(11)                       (9)

Antoinette L. Martin                                   31,666(12)                       (9)

All directors and executive officers as a           3,867,921(13)                       75%
group (12 persons)
</TABLE>

*        Unless  otherwise noted the address of the Beneficial  Owner is c/o the
         Company, 25th & Lennox Streets, Easton, Pennsylvania 18044.

(1)      All persons  identified as holding  options are deemed to be beneficial
         owners of shares of Common  Stock  subject to such options by reason of
         their right to acquire such shares  within 60 days after  September 23,
         1999.

(2)      Includes   1,975,000   shares   subject  to   options.   See   "Certain
         Relationships and Transactions."

(3)      Does not include shares owned by Ronald H. Gale and Jan P. Gale.

(4)      Includes 500 shares subject to options.

(5)      Includes  2,706,600  shares  beneficially  owned by UPE,  of which  the
         individual is an officer, director and principal shareholder.

(6)      Of this total, 52,281 shares are owned by Nikki, Inc., a corporation of
         which Mr.  Leuthe is an officer and director and the sole  shareholder,
         161,343  shares are owned by Mr. Leuthe and 125,500  shares are subject
         to  options.  This  total  does not  include  640  shares  owned by Mr.
         Leuthe's adult children as to which he disclaims beneficial  ownership.


                                       6
<PAGE>

(7)      Consists of 410,000 shares subject to options.

(8)      Consists of 188,000 shares subject to options.

(9)      Less than 1.0%.

(10)     Consists of 10,000 shares subject to options.

(11)     Includes 16,666 shares subject to options.

(12)     Consists of 31,666 shares subject to options.

(13)     Includes 2,768,332 shares subject to options.



                                       7
<PAGE>

Item 12.  CERTAIN RELATIONSHIPS AND TRANSACTIONS

                  Ronald H. Gale and Jan P. Gale are Directors and  Shareholders
of the Company and are officers,  directors and principal shareholders of UPE, a
principal  shareholder  of the Company.  UPE and/or Ronald H. Gale and/or Jan P.
Gale are also majority shareholders or otherwise affiliated with other companies
that engage in  transactions  with the Company.  UPE and related  entities  have
purchased  process  equipment  manufactured by the Company and have utilized the
Company's  remanufacturing services. The approximate total revenues derived from
sales to UPE and related parties was  approximately  $40,000 for the Fiscal year
ended May 31, 1999 ("Fiscal  1999") and $1,318,000 for the Fiscal year ended May
31, 1998 ("Fiscal 1998") .

                  On March 26,  1996,  the Board of  Directors  of the  Company,
subject to the approval of the Company's shareholders,  granted an option to UPE
to purchase  350,000  shares of the Common Stock at an exercise price of $1.8125
per share.  Such option was issued in  consideration  for debt guarantees by UPE
for various  borrowings  by the Company.  This  transaction  was approved by the
Company's  Shareholders at the Annual Meeting of the Shareholders  held on April
23, 1998. Financing charges of $43,000 and $296,000 related to these options was
recognized in Fiscal 1999 and Fiscal 1998,  respectively.  The value ascribed to
these options was approximately  $424,000, and the balance of $85,000 at May 31,
1999 will be amortized over the terms of the outstanding guarantees.

                  On March 26,  1996,  the Board of  Directors,  subject  to the
approval  of the  Company's  shareholders,  authorized  the  issuance  to UPE of
350,000 shares of Common Stock in consideration for a 50% ownership  interest in
certain resale inventory,  which consists  primarily of heat transfer  equipment
owned by UPE. This transaction was approved by the Company's Shareholders at the
Annual  Meeting of  Shareholders  held on April 23, 1998.  The Company  recorded
approximately   $126,000  of  non-cash  compensation  expense  related  to  this
transaction in Fiscal 1998.

                  On August 21,  1998,  the Board of  Directors  of the  Company
authorized  the issuance to UPE of 175,000 shares of Common Stock at an exercise
price of $1.63, which represented the fair market value of the stock at the date
of the grant.  Such option was issued in consideration  for guarantees by UPE of
borrowings  by the Company from PNC Bank  National  Association.  The  financing
consists of a $4 million line of credit and term loan,  secured by the Company's
inventory,  accounts  receivable,  machinery and equipment and other assets. The
fair value ascribed to the options was $172,000. During Fiscal 1999, the Company
recorded $57,000 in financing  charges.  The balance of $115,000 at May 31, 1999
will be amortized over the estimated three year term of the guarantee.

                  In May 1998,  the Company  transferred  inventory  with a book
value of  approximately  $1,924,000  to UPE.  As part of this  transaction,  UPE
assumed  obligations  of  $1,390,000  and  $534,000 of related  bank debt.  This
transaction  did not  result  in a gain or loss  in the  Company's  Fiscal  1998
statement of income.


<PAGE>

                  From  time to time in the  ordinary  course of  business,  UPE
advances  funds to the Company to enable the Company to meet  certain  temporary
cash  requirements.  The interest on the advances is prime rate (Chase Bank, New
York) plus 1%. As of September  23,  1999,  $787,000 of these  advances  remains
outstanding.

                  As of June 1, 1996,  the  Company  began a three  year  profit
sharing  arrangement with UPE. This arrangement was agreed upon as consideration
for UPE's role in  introducing  the Company to Third  Millenium  Products,  Inc.
("Millenium"),  assisting in  negotiating  the  acquisition of the assets of the
American  Furnace  Division  of  Millenium  by  Bethlehem   Advanced   Materials
Corporation ("BAM"), a wholly-owned subsidiary of the Company, and UPE's role in
originating, negotiating, developing and assisting in the marketing of the Tower
Filter Process product line. Under this arrangement,  which expired in May 1999,
UPE was  entitled to receive 25% of the defined  pre-tax  profits of BAM and the
Tower Filter Press product line. For the Fiscal Year 1999, no provision for this
profit sharing arrangement was required.

                  In November  1993,  the Company and the  Harrisburg  Authority
settled a lawsuit for $1,300,000  based upon  negotiations  between the Company,
UPE and the Harrisburg  Authority.  Under the terms of the settlement agreement,
UPE agreed to serve as a guarantor and surety for the  obligation.  In addition,
UPE agreed to pay up to $650,000 from the proceeds of the sale of certain of its
machinery and equipment  inventory and certain equipment co-owned by the Company
and UPE. Pursuant to the settlement  agreement and for services rendered at that
time, the Company  granted stock options to UPE.  These options  provide that at
UPE's  discretion,  the Company will issue additional  shares of common stock to
UPE in exchange for  payments,  if any,  made by UPE on behalf of the Company to
Harrisburg  under the settlement  agreement  instead of reimbursing UPE in cash.
UPE may make payments (without prior approval of the Company) on the outstanding
amounts due to  Harrisburg  and  thereby be entitled to exercise  its options or
accept reimbursement for payments it advanced on behalf of the Company. Provided
however,  for any such payment made by UPE, the Company will not be obligated to
issue more than 1,450,000 shares to UPE for such payments. The ratio of exchange
shall be as follows:  three (3) shares issued for each dollar in payment made by
UPE,  up to a total of 450,000  shares in  exchange  for a total of  $150,000 in
payments,  and after  such total of 450,000  shares  has been  reached,  two (2)
shares issued for each additional  $1.50 in payment made by UPE up to a total of
1,000,000  additional  shares in exchange for a total of $750,000 in  additional
payments.  On November 1, 1999,  all unpaid  balances of  principal  and accrued
interest are due and payable to the Harrisburg Authority.  The principal balance
at September 23, 1999 is $549,774.


<PAGE>

                  The Company and  Salvatore J. Zizza,  Chairman of the Board of
the Company,  are parties to an agreement  under which Mr. Zizza renders certain
financial  advisory  services,  including those relating to proposed mergers and
acquisitions  and equity and debt  financing  and  relations  with the financial
community  and  investors.  Mr.  Zizza  receives  compensation  in the amount of
$120,000 per annum.

                  On March 26,  1996,  the Board of  Directors,  subject  to the
approval of the Company's  Shareholders,  authorized the issuance of 125,000 and
178,000  shares  of Common  Stock to James L.  Leuthe,  a  director  and  former
Chairman and Chief  Executive  Officer of the Company,  and  Salvatore J. Zizza,
Chairman of the Board of Directors of the  Company,  respectively.  On April 23,
1998, this transaction was approved at the Company's  Shareholder's meeting. The
Company recorded  approximately $116,000 and $32,000 in compensation expense for
the fair values ascribed to these options in Fiscal 1999 and 1998, respectively.



SIGNATURES

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



                                        THE BETHLEHEM CORPORATION
Dated:  September 27, 1999

                                        By:  /s/  Alan H. Silverstein
                                           --------------------------
                                                 Alan H. Silverstein
                                                 President and Chief
                                                 Executive Officer