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, 1997.

/  /     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            18045-0348
----------------------------------------------   -------------------------------
(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:


         TITLE OF EACH CLASS                   Name of each exchange
                                                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:  $17,916,000.

As of August 22, 1997,  1,938,520 shares of the  registrant's  common stock were
outstanding  and the  aggregate  market  value  of  such  common  stock  held by
non-affiliates was approximately  $2,027,074 based on the average of the bid and
asked price on that date of $2.00.

<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  Stockholders of
the Company and each  director  elected  holds  office  until his  successor  is
elected  and  qualified.  The Board  currently  consists of eight  members.  The
stockholders 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 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         51      Chairman of the Board of                         1995
                                   Directors since 1995; Chairman
                                   (from 1991 to July 1997) and
                                   Executive Vice President and
                                   Treasurer (since July 1997) 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        48      President and Chief Executive                    1994
                                   Officer of the Company since
                                   December 1995; President and
                                   Chief Operating Officer of the
                                   Company from February 1994 to
                                   November 1995; from July 1992
                                   to February 1994, President of
                                   Universal Envirogenics, Inc., a
                                   rebuilder of industrial gas plants

James L. Leuthe            55      Chairman of the Board of First                   1976
                                   Lehigh Corporation, a bank
                                   holding company, since 1982;
                                   from 1977 until 1995 held
                                   various positions with the
                                   Company, including most
                                   recently  President and Chief
                                   Executive Officer
</TABLE>


                                       -2-

<PAGE>
<TABLE>
<CAPTION>

                                                                             Year First Became
NAME                    AGE        PRINCIPAL OCCUPATION                          a Director
----                    ---        --------------------                    ---------------------

<S>                        <C>     <C>                                              <C> 
Jan P. Gale                43      Vice President since 1978 of                     1991
                                   UPE, an international supplier of
                                   complete process plants and
                                   equipment and manufacturer of
                                   new equipment in the United
                                   States and Europe

Ronald H. Gale             46      President and Chief Executive                    1990
                                   Officer of UPE since 1978

Harold Bogatz              59      Vice President and General                       1995
                                   Counsel of UPE since 1987;
                                   Secretary of the Company since
                                   1996

O. Karl Dieckmann          84      Investment manager and                           1960
                                   consultant, retired for at least the
                                   past five years

B. Ord Houston             84      Secretary of the Company from                    1976
                                   June 1983 to December 1995,
                                   otherwise retired for at least the
                                   last five years; held various
                                   positions with the Company since
                                   1966, most recently as Executive
                                   Vice President
</TABLE>

Item 10. EXECUTIVE COMPENSATION.

         The  following  table  summarizes  compensation   information  for  the
Company's  President and Chief Executive  Officer and Clarence T. Lind, the only
other executive officer of the Company whose compensation  exceeded $100,000 for
the fiscal year ended May 31,  1997.  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,  1995,  1996 and 1997.
Messrs.  Silverstein and Lind are collectively  referred to herein as the "Named
Executive Officers."

                                       -3-

<PAGE>
                                            SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

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

<S>                         <C>            <C>           <C>           <C>                     <C>                <C>   
Alan H. Silverstein         1997           $140,441      $83,570       $  7,295(3)                 --             11,925
President and Chief         1996            118,655       46,850          7,295(3)                 --             11,925
Executive Officer(2)        1995            110,000       30,698          5,472(3)                 --             11,925

Clarence T. Lind
Vice President of           1997             99,000       25,907          4,369(3)                 --                672
Sales, Marketing and        1996             90,000       26,350          4,369(3)             20,000                672
Technology(4)
</TABLE>

-----------------

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

(2)      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.

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

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


OPTION GRANTS IN LAST FISCAL YEAR

         No  options  were  granted  during  the 1997  Fiscal  Year to any Named
Executive Officers.



                                       -4-

<PAGE>

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, 1997. No stock options were exercised by any Named Executive  Officer during
the 1997 Fiscal Year.

                    AGGREGATED FISCAL YEAR-END OPTION VALUES



                              Number of              Value of Unexercised
                         Unexercised Options         in-the-Money Options
                           at May 31, 1997          at May 31, 1997 ($)(1)

                             Exercisable/                Exercisable/
Name                        Unexercisable                Unexercisable
----                    --------------------      ------------------------

Alan H. Silverstein            260,000/0                   234,375/0

Clarence T. Lind             3,334/16,666                   1,250/0

James L. Leuthe               334/125,000                   0/7,813

----------------
(1)      On May 31, 1997,  the last reported sale price of the Common Stock,  as
         reported by the American Stock Exchange, was $1.875 per share.


COMPENSATION OF DIRECTORS

         Directors are not  compensated for their services as a director but are
entitled  to  reimbursement  of  expenses  incurred  in  connection  with  their
attendance  at all  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 is $110,000  increasing to $165,000 in the fifth
year. Mr.  Silverstein is entitled to a quarterly bonus based on the earnings of
the Company, with a minimum guaranteed bonus for the first 18 months of $30,000.


                                       -5-

<PAGE>

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth,  as of September 26, 1997,  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                                            2,181,600(2)(3)                      58.4%
  Equipment, Inc.
P.O. Box 338
Roosevelt, NJ  08555

Ronald H. Gale                                               2,263,934(4)(5)                      60.4

Jan Gale                                                     2,261,934(4)(5)                      60.3

James L. Leuthe                                                338,958(6)(10)                     16.4

Robert F. Bacigalupo                                           140,901(7)                          7.2
2433 S. Oakley Avenue
Chicago, IL 60608

Alan H. Silverstein                                            260,000(8)                         11.8

Salvatore J. Zizza                                             184,667(9)                          8.7

O. Karl Dieckmann                                               33,020(10)                         1.7

B. Ord Houston                                                  10,199(10)                         (11)

Harold Bogatz                                                    6,667(12)                         (11)

Clarence T. Lind                                                 7,334(13)                         (11)

All directors and executive officers as a                    3,192,381(14)                        73.4%
group (12 persons)
</TABLE>

----------------
*        Unless  otherwise noted the address of the Beneficial  Owner is c/o the
         Company, 25th & Lennox Streets, Easton, Pennsylvania 18045.

(1) All persons  identified below 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 26, 1997.

(2)      Includes   1,800,000   shares   subject  to   options.   See   "Certain
         Relationships and Transactions."

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


                                       -6-

<PAGE>

(4) Includes 10,334 shares subject to options.

(5) Includes 2,181,600 shares beneficially owned by UPE, of which the individual
is an officer, director and principal stockholder.

(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  stockholder,  161,343
shares are owned by Mr. Leuthe and 125,334  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.

(7) This total does not include 2,331 shares owned by Mr.  Bacigalupo's wife and
6,000  shares  held in trust for the  benefit of family  members as to which Mr.
Bacigalupo acts as trustee.  Mr. Bacigalupo  disclaims  beneficial  ownership of
these 8,331 shares.

(8)  Consists of 260,000 shares subject to options.

(9)  Consists of 184,667 shares subject to options.

(10) Includes 334 shares subject to options.

(11) Less than 1.0%.

(12) Consists of 6,667 shares subject to options.

(13) Includes 3,334 shares subject to options.

(14) Includes 2,408,006 shares subject to options.


                                       -7-

<PAGE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Ronald  H.  Gale and Jan Gale are  directors  and  Shareholders  of the
Company  and are  officers,  directors  and  principal  stockholders  of UPE,  a
principal  Shareholder of the Company. UPE and/or Ronald H. Gale and/or Jan 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 $76,000 for the fiscal year ended May 31, 1997. The
Board of  Directors  believes  that the  terms  of such  sales  were at least as
favorable to the Company as could have been  obtained  from  unaffiliated  third
parties.

         On March 26, 1996,  the Company  granted an option to purchase  350,000
shares of Common  Stock to UPE at an exercise  price of $1.8125 per share.  Such
option was issued in  consideration  for  guarantees by UPE of borrowings by the
Company from the CIT Group and  Sterling  Commercial  Capital in July 1995.  The
financing from the CIT Group consists of a three year $5 million maximum line of
credit and term loan facility, secured by a third lien position on Company owned
real  estate and a first lien on  substantially  all other  owned  assets of the
Company. The grant of such option is subject to shareholder approval.

         The Board of Directors  has  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. The Company has an independent  appraisal  stating that the inventory has a
retail  sales  value in excess of  $1,500,000.  The  issuance  of such shares is
subject to shareholder approval.

         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  rate on the advances is prime rate (Chase Bank New
York)  plus 1%. In August  1996,  UPE  advanced  $250,000  to the  Company.  UPE
advanced an additional  $250,000 to the Company in October 1996. As of September
29, 1997, both advances remained outstanding.

         On  February  28,  1997,  the Company  purchased  a complete  two stage
environmental thermal process system in Alberta,  Canada. In order to effect the
acquisition  of the  equipment,  the Company  borrowed  $225,000  from UPE at an
interest rate of prime rate (Chase Bank, New York) plus 2.5%.  This loan will be
repaid from the proceeds of the sale of the specific equipment purchased.

         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 expires in May 1999,
UPE is  entitled  to  receive  25% of the  pre-tax  profits of BAM and the Tower
Filter Press product line.

         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
$60,000 per annum.

                                       -8-

<PAGE>

                                   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 29, 1997                       By:/S/ Alan H. Silverstein
                                        `          -----------------------
                                                   Alan H. Silverstein
                                                   President and Chief
                                                   Executive Officer


                                       -9-