SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
   
                         FORM 10-K Amendment No. 1
    
                              ANNUAL REPORT

                  Pursuant to Section 13 or 15(d) of 
                  the Securities Exchange Act of 1934

               For the fiscal year ended April 30, 1998

                    Commission file number 0-10146

                       ABRAMS INDUSTRIES, INC.
        (Exact name of registrant as specified in its charter)

           Georgia                                      58-0522129
  -------------------------------                   -----------------
  (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                    Identification No.)

   1945 The Exchange, Suite 300, Atlanta, GA               30339
   -----------------------------------------             ----------
    (Address of principal executive offices)             (Zip Code)

        Registrant's telephone number, including area code:  (770) 953-0304

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                   Name of each exchange on
                   Title of each class:                which registered:
                        NONE                                NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     Common Stock, $1.00 Par Value Per Share
                     ---------------------------------------
                                (Title of Class)

        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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. _____ 

        THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES 
OF THE REGISTRANT AS OF JUNE 15, 1998, WAS $10,949,258. SEE PART III. THE 
NUMBER OF SHARES OF COMMON STOCK OF THE REGISTRANT OUTSTANDING AS OF JUNE 15,
1998, WAS 2,936,356.

                     DOCUMENTS INCORPORATED BY REFERENCE

        THE INFORMATION CALLED FOR BY PART III (ITEMS 10, 11, AND 12) IS 
INCORPORATED HEREIN BY REFERENCE TO THE REGISTRANT'S DEFINITIVE PROXY 
STATEMENT FOR THE 1998 ANNUAL MEETING OF SHAREHOLDERS WHICH IS TO BE FILED 
PURSUANT TO REGULATION 14A.  

THIS FORM 10-K/A AMENDS AND RESTATES ITEM 14 OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FILED ON JULY 17, 1998.  THE CHANGES TO ITEM 14 FROM THE PRIOR
FILING ARE MARKED AS REQUIRED BY EDGAR.  THIS FORM 10-K/A ALSO AMENDS AND
RESTATES THE LIST OF MEMBERS OF THE BOARD OF DIRECTORS IN EXHIBIT 13 - ANNUAL
REPORT TO SHAREHOLDERS FOR THE FISCAL YEAR ENDED APRIL 30, 1988.

                               PART III

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. 

         (a) The following documents are filed as part of this Annual 
             Report on Form 10-K:
             
             1. Financial Statements:
             Independent Auditor's Report
             Consolidated Balance Sheets at April 30, 1998 and 1997
             Consolidated Statement of Operations for the Years Ended April 30,
               1998, 1997 and 1996
             Consolidated Statements of Shareholders' Equity for the Years 
               Ended April 30, 1998, 1997 and 1996
             Consolidated Statements of Cash Flows for the Years Ended April 30,
               1998, 1997 and 1996 
             Notes to Consolidated Financial Statements

             2. Financial Statement Schedules:
             Schedule II - Valuation and Qualifying Accounts
             Schedule III - Real Estate and Accumulated Depreciation

             3. Exhibits:
             Exhibit No.
             3a.  Articles of Incorporation (1)
   
             3b.  Restated Bylaws, Amendment to Bylaws

            10a.  Project Financing Agreement by and among Development
                  Authority of Fulton County, Abrams Fixture Corporation, 
                  and SunTrust Bank, dated as of June 3, 1985 (2)
            10b.  Abrams Industries, Inc. 1986 Key Employee Incentive
                  Stock Option Plan (3), as amended by Amendment No. 1 to 
                  Abrams Industries, Inc. 1986 Key Employee Stock Option Plan,
                  dated May 24, 1988#
            10c.  Directors' Deferred Compensation Plan (4)#
            10d.  Edward M. Abrams Split Dollar Life Insurance Agreement
                   dated July 29, 1991 (5)#

            10e.  Joseph H. Rubin Split Dollar Life Insurance Agreement
                   dated August 27, 1991 (5)#

            10f.  Bernard W. Abrams Split Dollar Life Insurance Agreement
                   dated July 16, 1993 (6)#

            10g.  Bernard W. Abrams Employment Agreement dated August 23,
                   1995 (7)#
   
            13.   Annual Report to Shareholders for the fiscal year ended
                   April 30, 1998, as amended**
    
            21.   List of the Company's Subsidiaries (8)
            27.   Financial Data Schedule
            99.    Proxy Statement for 1998 Annual Meeting of Shareholders

           Explanation of Exhibits

              (1) These exhibits are incorporated by reference to the
                  Company's Form 10-K for the year ended April 30, 1985.
   
              (2) This exhibit is incorporated by reference to the Company's
                  Form 10-Q for the quarter ended July 31, 1985.

              (3) This exhibit is incorporated by reference to the Company's
                  Form 10-K for the year ended April 30, 1986.

              (4) This exhibit is incorporated by reference to the Company's
                  Form 10-K for the year ended April 30, 1991.

              (5) These exhibits are incorporated by reference to the
                  Company's Form 10-K for the year ended April 30, 1993.

              (6) This exhibit is incorporated by reference to the Company's
                  Form 10-K for the year ended April 30, 1994.

              (7) This exhibit is incorporated by reference to the Company's
                  Form 10-Q for the quarter ended October 31, 1995. 

              (8) This exhibit is incorporated by reference to the Company's
                  Form 10-K for the year ended April 30, 1996.
    
               #    Management compensatory plans or arrangement.
   
               **   The restated and amended list of members of the Board of
                    Directors appearing on page 48 of the printed version of
                    such exhibit is filed as part of this 10-K/A.
    
        (b)    Reports on Form 8-K: None filed during the fourth quarter of 
               fiscal 1998.

        (c)    The Company hereby files as exhibits to this Annual Report on 
               Form 10-K the exhibits set forth in Item 14(a)3 hereof.

        (d)    The Company hereby files as financial statement schedules to 
               this Annual Report on Form 10-K the financial statement
               schedules set forth in Item 14(a)2 hereof.
<PAGE>
                                       SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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.

                                             ABRAMS INDUSTRIES, INC.



Dated: August 28, 1998                     By: /s/ Joseph H. Rubin
                                             Joseph H. Rubin
                                             Chief Executive Officer
<PAGE>
                                    Exhibit Index
                                    --------------

Exhibit 13   Annual Report to Shareholders for the fiscal year ended
               April 30, 1998 **

       **   The restated and amended list of members of the Board of Director
            appearing on page 48 of the printed version of such exhibit is filed
            as part of this 10-K/A.