`====================================================================================================

                          United States Securities and Exchange Commission
                                       Washington, D.C. 20549

                                             FORM 10-K/A

    X Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
    -

                           For the fiscal year ended March 31, 2003
                                              or

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


    For the transition period from _____________ to ____________


                                   Commission file number: 0-2040


                                 THE ST. LAWRENCE SEAWAY CORPORATION
                       ------------------------------------------------------
                       (Exact Name of Registrant as Specified in its Charter)


            Indiana                                                           35-1038443
---------------------------------                               ------------------------------------
  (State or Other Jurisdiction                                  (I.R.S. Employer Identification No.)
of Incorporation or Organization)


   320 N. Meridian St., Suite 818
           Indianapolis, Indiana                                                  46204
----------------------------------------                                       ----------
(Address of Principal Executive Offices)                                       (Zip Code)


                                           (317) 639-5292
                        ----------------------------------------------------
                        (Registrant's telephone number, including area code)

                  Securities registered pursuant to Section 12(b) of the Act: None

                     Securities Registered Pursuant to Section 12(g) of the Act:

                                           Title of class
                               ---------------------------------------
                               Common Stock, par value $1.00 per share

     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 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. Yes [X] No [ ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as defined in Exchange
Act Rule 12b-2). Yes [ ] No [X]

     The  aggregate  market value of common stock held by  non-affiliates  of the  registrant  as of
September 30, 2002 was approximately $778,042.

     The number of shares of common  stock of the  registrant  outstanding  as of June 26,  2003 was
393,735.

====================================================================================================`

---

`EXPLANATORY NOTE


     This Amendment on Form 10-K/A amends the Registrant's Annual Report on Form 10-K for the fiscal
year ended  March 31,  2003,  as filed by the  Registrant  on June 27,  2003,  and is being filed to
reflect the restatement of the  Registrant's  financial  statements.  The  restatement  reflects the
expensing of certain  research and  development  costs that had previously  been accounted for as an
investment. See Note A of the Notes to the financial statements.


                                 THE ST. LAWRENCE SEAWAY CORPORATION

                                               PART I


ITEM 1 - BUSINESS

     The St. Lawrence Seaway  Corporation  (the  "Company") is an Indiana  corporation  organized on
March 31, 1959. Prior to 1998, the Company  principally engaged in farming,  timber,  harvesting and
other  traditional  agricultural  activities.  The Company is currently engaged in investing in drug
development  programs  and in  evaluating  other  alternatives  to its  former  business,  including
continuing its evaluation of operating companies for acquisition,  merger or investment. Pending any
such  transaction,  the  Company  will  continue  its  practice  of  maintaining  its cash assets in
relatively liquid interest/dividend bearing money market investments.  Eventually such assets may be
used for an acquisition or for a partial payment of an acquisition or for the  commencement of a new
business.

     RESEARCH  FUNDING.  In the last two years,  the Company has  examined  several  investment  and
acquisition  opportunities in technology and Internet-related fields, but ultimately determined that
they were not suitable for the Company.  The Company has  broadened its search to  opportunities  to
participate in funding the development of pharmaceuticals and health-related products. The following
is a summary of two ventures the Company has entered into.

     The Company has entered into a Research  Funding  Agreement with New York University  School of
Medicine,  New York,  New York,  under  which the  Company  is  providing  funding  for the  further
development of certain NYU medical discoveries and technology,  in return for which the Company will
be  entitled to receive  license  fees from the future  commercial  uses of such  discoveries.  Such
technology  is subject to pending NYU patent  applications  and  generally  relates to  treatment of
certain  prostate  enlargements and prostate  cancers.  Under the Research  Funding  Agreement,  the
Company has agreed to provide  research funding of $25,000 for each of eight calendar  quarters,  in
exchange for which the Company would be entitled to receive 1.5% of future license revenues from the
sale, license or other  commercialization  of the patents.  The first payment was made in connection
with the execution of the Research Funding  Agreement in January 2002. The Company has the option to
provide additional funds for up to three additional years of development,  in exchange for which the
Company's  share of  license  revenue  from the  patents  would  increase  to a  maximum  of  3.75%.
Development  and  commercialization  of the  patents is highly  speculative  and subject to numerous
scientific,  financial, practical and commercial uncertainties.  There can be no assurances that the
Company will receive any license revenues as a result of this Research Funding Agreement.

     In a separate  matter,  the Company has also entered into a joint venture  agreement as of June
25, 2002 under which it will provide development funding to a newly-formed private limited liability
company, T3 Therapeutics,  LLC (the "Development  Company"),  for specified drug treatment protocols
for thyroid  and  cardiovascular  disease,  in exchange  for an equity  interest in the  Development
Company. Such treatments are in early stage development and involve the use of novel formulations of
hormones, delivered in controlled release formulations. Funding provided by the Company will be used
for the purpose of financing development of new formulations of such hormones, and to conduct animal
and human clinical trials.  Research has been initiated by the Development  Company,  which has been
founded by physicians at a major  metropolitan New York City area hospital.  The agreement calls for
the Company to acquire,  subject to adjustment,  a 12.5% ownership stake in the Development Company,
in  exchange  for its  commitment  to  provide  development  funding  of  $750,000,  for use over an
approximately  two-year period. The agreement provides for a follow-on contribution of an additional
$750,000 if certain preliminary FDA testing approvals are secured, with a corresponding  increase in
the Company's  ownership stake to 25% of the Development  Company. If the product is licensed by the



                                                 2`

---

`Development Company to a pharmaceutical  partner,  the Company would be entitled to a portion of the
Development  Company's  resulting  royalties  and progress  payments.  The amount of ownership to be
received by the Company is subject to adjustment,  based upon (i) ownership and license arrangements
that the Development Company makes with laboratories that provide research and formulation expertise
and products,  (ii) development or licensing  transactions or (iii) other sources of financing.  The
Company loaned the Development Company $40,000 in connection with entering into the letter of intent
relating to the joint venture agreement; the $40,000 note was cancelled and has been credited toward
the Company's  initial $750,000  contribution.  Development and  commercialization  of the treatment
protocols  is highly  speculative  and  subject to numerous  scientific,  practical,  financial  and
commercial uncertainties.  There can be no assurances that the Company will receive any royalties or
progress payments, or that the value of its ownership stake in the Development Company will increase
or even maintain its current value.

     In May 2002,  the  Development  Company  entered into a  development  and  worldwide  licensing
agreement with West Pharmaceutical  Services,  Inc. for the development and  commercialization of an
oral sustained  release  formulation of  liothyronine.  Under the terms of the agreement,  West will
receive  milestone  payments  for  the  successful  completion  of  various  development  activities
throughout the program.  West will also receive  royalty  payments based on commercial  sales if the
product is granted  regulatory  approval.  The  Development  Company will receive  certain  licenses
necessary to develop and sell products  incorporating  West's sustained release delivery technology.
The  Development  Company paid an up-front  license fee of $150,000 in addition to the milestone and
royalty  payments that may become payable  depending on the success of the project.  The Development
Company will pay all costs associated with the development program, which are currently estimated to
total $600,000 over the life of the development program, which is expected to be at least two years.

     ACTIVITIES  DURING FISCAL YEAR 2001.  During part of the fiscal year ended March 31, 2001,  the
Company was still the record  owner of one parcel of  agricultural  real estate in Northern  Indiana
comprising  approximately 195 acres. This real estate, known as Schleman Farm, was primarily devoted
to farming  activities under the cash lease method of operation.  The cash lease method of operation
involves the leasing of the property to farmers who are directly  responsible  for the  operation of
the farm and who paid the  Company a rental  fee  covering  a  ten-month  period  for the use of the
property for farming and related activities. The Company generally received these rental payments at
one time or in  semi-annual  installments.  Real  estate  taxes and other  minor  expenses,  such as
insurance, were the responsibility of the Company in some instances.

     The Company  engaged the  services of a farm  management  company,  Halderman  Farm  Management
Service,  Inc., of Wabash,  Indiana  ("Halderman").  Under the contract,  Halderman managed, and was
responsible for the negotiation of all leases, tenant contracts, and general operations and programs
of the Schleman Farm.  Halderman was  compensated on a quarterly  per-acre fee basis. It had managed
the current and former farm properties of the Company for more than ten years.

     On February 23, 2000, the Company  conducted a real estate auction and entered into  definitive
purchase and sale agreements with seven non-affiliated, individual purchasers for the sale of all of
the Company's  remaining  agricultural real estate in Northern Indiana.  The real estate was sold at
auction for an  aggregate  gross sales price of  $567,500.  Halderman  assisted the Company with the
auction  of the  Schleman  Farm and  received  a 5%  commission  on the sale  thereof,  as well as a
co-broker's  fee on the sale of one parcel.  Advertising  expenses for the auction paid by Halderman
were reimbursed thereto by the Company from the proceeds of the sale of the property. At closing, an
aggregate  $13,225  price  reduction  was made due to  acreage  corrections  revealed  by the survey
delivered at closing and due to deletion  from the sale  property of an  electrical  substation  not
owned by the Company.  All sales were closed as of June 14, 2000,  and net proceeds of $506,510 were
delivered to the Company as of that date.

     FINANCING  ARRANGEMENTS.  The  Company  currently  has no debt for  borrowed  funds or  similar
obligations  or  contingencies.  The Company may incur debt of an  undetermined  amount to effect an
acquisition or commence a new business. The Company does not have a formal arrangement with any bank
or financial  institution with respect to the availability of financing in the future.  In the event
the follow-on  contribution of $750,000 in the Development  Company is required to be made following
preliminary  FDA approval,  the Company may need to raise  additional  funds to meet its obligation,
either through borrowings or the issuance of additional equity interests in the Company.

                                                 3`

---

`LICENSES AND TRADEMARKS,  ETC. The business of the Company is not currently  dependent upon any
patent, trademark, franchise or license.

     GOVERNMENTAL  REGULATION.  The Company believes it is in compliance with all federal, state and
local regulations.

     EMPLOYEES.  The Company has no  employees  at this time.  Mr.  Jack C.  Brown,  a Director  and
Secretary of the Company receives a monthly fee of $500 for administrative  services that he renders
to the Company. Such fee is paid pursuant to a month to month arrangement. Part-time secretarial and
bookkeeping  services are  provided to the Company by an employee of a management  company with whom
the Company shares office space.


                                               PART II

ITEM 6 - SELECTED FINANCIAL DATA

     The following table sets forth selected financial information with respect to the Company at or
for the five fiscal years ended March 31, 2003.  All  information  set forth in the following  table
should be read in connection with "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations" and in conjunction with the Company's audited Financial  Statements and Notes
thereto appearing elsewhere in this Report.

                                                      FOR THE FISCAL YEAR ENDED MARCH 31,
                               --------------------------------------------------------------------
                                    2003          2002          2001          2000          1999
                               ------------  ------------  ------------  ------------  ------------
Revenues:                                      (Restated)
Farm rentals....................    $    --       $    --       $    --       $ 8,208       $ 9,120
Interest & dividends............      9,205        39,227        79,540        49,244        51,069
Sales of land...................         --            --       392,235            --            --
                                -----------   -----------   -----------   -----------   -----------
   Total revenues...............      9,205        39,227       471,775        57,452        60,189
                                -----------   -----------   -----------   -----------   -----------
Costs & Expenses:
Farm related operating costs....         --            --            --           833         1,613
Depreciation....................         --            --                       1,111         1,568
                                                                     --
Research investment-NYU.........         --       200,000            --            --            --
Consulting fees.................     17,000         6,000         6,000         6,000         6,000
General and administrative......     99,543       124,888        85,585        88,034       102,102
                                -----------   -----------   -----------   -----------   -----------
   Total operating expenses.....    116,543       330,888        91,585        95,978       111,283
Income (loss) before income
   taxes........................   (107,338)     (291,661)      380,190       (38,526)      (51,094)
Income tax expense (benefit)....         --           449         7,594           573           690
                                -----------   -----------   -----------   -----------   -----------
   Net income (loss)............  $(107,338)    $(292,110)    $ 372,596     $ (39,099)    $ (51,784)
                                ===========   ===========   ===========   ===========   ===========
Income (loss) per common share..    $ (0.27)      $ (0.74)     $   0.95      $  (0.10)        (0.13)
                                ===========   ===========   ===========   ===========   ===========
Weighted average number of
   common shares outstanding....    393,735       393,735       393,735       393,735       393,735


                                                           AT MARCH 31,
                               --------------------------------------------------------------------
                                    2003          2002          2001          2000          1999
                               ------------  ------------  ------------  ------------  ------------
BALANCE SHEET DATA:              (RESTATED)    (RESTATED)
Total assets.................... $1,204,878    $1,400,214    $1,491,692    $1,123,040    $1,165,360
Total liabilities...............    127,475       215,473        14,841        18,785        22,006
Shareholders' equity............  1,077,403     1,184,741     1,476,851     1,104,255     1,143,354


                                                  4`

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`ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     RESTATEMENT.  The Company restated its financial  statements for the year ended March 31, 2003,
and for the first three  quarters of fiscal 2004,  as it has  determined  that the Research  Funding
Agreement  with  the  New  York  University  School  of  Medicine,  originally  accounted  for as an
investment,  should be treated as research and development costs and expensed accordingly,  pursuant
to  paragraph  12 of SFAS No. 2,  "Accounting  for Research and  Development  Costs."  Therefore,  a
$200,000  charge has been included in the statements of income for the year ended March 31, 2002. On
the March 31, 2003 balance sheet,  the restatement  had the effect of reducing other  investments by
$200,000, with a corresponding $200,000 decrease in retained earnings.

     RECENT  ACTIVITIES.  Please see "Item 1 - Business - Research  Funding"  for a  description  of
recent funding agreements that the Company entered into in the fourth quarter of fiscal 2002 and the
first quarter of fiscal 2003.

     RESULTS OF  OPERATIONS  FOR THE FISCAL  YEAR ENDED  MARCH 31, 2003 IN AS COMPARED TO THE FISCAL
YEAR ENDED MARCH 31, 2002. Interest and dividend income decreased by $30,022, or 76.5%, from $39,227
for the fiscal year ended March 31,  2002 to $9,205 for the fiscal year ended March 31,  2003.  This
decrease  is a  primarily  a result of lower  cash  balances  during  the period due to the use of a
significant  amount  of the  Company's  cash in the T3  Therapeutics  joint  venture  and in the NYU
Research Funding  Agreement,  as well as a result of lower rates of interest earned on cash and cash
equivalents.

     Consulting fees increased by $11,000,  or 183%, from $6,000 for the fiscal year ended March 31,
2002 to $17,000  for the fiscal  year  ended  March 31,  2003,  as a result of the  engagement  of a
consultant to evaluate the prospects of the drug  treatment  protocols  underlying  the  Development
Company  venture.  The  consultant's  fee was  $11,000,  and no further  expenses  relating  to that
consultant are expected to be incurred.

     Expenses relating to the NYU Research Funding Agreement were $200,000 for the fiscal year ended
March 31,  2002,  with no expenses  relating to that  agreement  for the fiscal year ended March 31,
2003. See "Item 1 - Business - Research  Funding" for a description of the terms of the NYU Research
Funding Agreement.

     General and  administrative  expenses  decreased by $25,345,  or 20.3%,  from  $124,888 for the
fiscal year ended March 31,  2002 to $99,543  for the fiscal year ended March 31,  2003.  The higher
amount of general  and  administrative  expenses  in the fiscal  year  ended  March 31,  2002 is due
primarily  to  increased  professional  fees  related to the  negotiation  of the  research  funding
arrangement  with NYU and the  letter of intent and joint  venture  agreement  with the  Development
Company, as well as higher stock services, proxy, annual meeting and SEC report compliance costs.

     The following  table  summarizes the significant  component of these  expenses,  and presents a
comparison of such components for the fiscal years ended March 31, 2003 and March 31, 2002:

                                        For the Fiscal Year Ended March 31,
                                      --------------------------------------
                                            2003                   2002
                                      ---------------        ---------------
Executive compensation,
    management fees, salaries and
    employee benefits...........          $ 11,116               $ 11,086
Office rent and operations......            15,921                 15,322
Stock services, proxy, annual
    meeting and SEC report
    compliance..................            14,491                 19,010
Professional fees (accounting &
    legal)......................            58,015                 79,470
                                         ---------              ---------
         Total..................          $ 99,543              $ 124,888
                                         =========              =========


                                                 5`

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`As a result of the above items,  the Company had a loss of $107,338 before provision for income
taxes for the fiscal year ended March 31, 2003, as compared to a loss of $291,661  before  provision
for income taxes for the fiscal year ended March 31, 2002.

     No income tax was paid for the fiscal year ended March 31, 2003, as compared to income tax paid
for the fiscal year ended March 31, 2002 of $449.

     RESULTS OF  OPERATIONS  FOR THE FISCAL YEAR ENDED MARCH 31, 2002 AS COMPARED TO THE FISCAL YEAR
ENDED MARCH 31, 2001.  Interest and dividend income decreased by $40,313, or 50.7%, from $79,540 for
the fiscal  year ended March 31,  2001 to $39,227  for the fiscal  year ended  March 31,  2002.  The
decrease is a result of lower rates of interest earned on invested funds.

     There were no revenues  from sales of land in the fiscal year ended March 31, 2002, as compared
to revenues of $392,235 from sales of land in the fiscal year ended March 31, 2001,  due to the sale
of the Schleman Farm. As of March 31, 2002, the Company did not own any real estate.

     Expenses relating to the NYU Research Funding Agreement were $200,000 for the fiscal year ended
March 31,  2002,  with no expenses  relating to that  agreement  for the fiscal year ended March 31,
2001. See "Item 1 - Business - Research  Funding" for a description of the terms of the NYU Research
Funding Agreement.

     General and administrative expenses increased by $39,303, or 45.9%, from $85,585 for the fiscal
year ended March 31, 2001 to $124,888  for the fiscal  year ended March 31,  2002.  The  increase is
primarily  the result of  increased  professional  fees related to the  negotiation  of the research
funding  arrangement  with  NYU and the  letter  of  intent  and  joint  venture  agreement  for the
Development Company.

     The following  table  summarizes the significant  components of these expenses,  and presents a
comparison of such components for the years ended March 31, 2001 and March 31, 2000:

                                        For the Fiscal Year Ended March 31,
                                      --------------------------------------
                                           2002                    2001
                                      ---------------        ---------------
Executive compensation,
    management fees, salaries and
    employee benefits...........          $ 11,086              $  10,757
Office rent and operations......            15,322                 15,669
Stock services, proxy, annual
    meeting and SEC report
    compliance..................            19,010                 16,905
Professional fees (accounting &
    legal)......................            79,470                 42,254
                                         ---------               --------
         Total..................         $ 124,888               $ 85,585
                                         =========               ========


     As a result of the above items,  the Company had a loss of $291,661 before provision for income
taxes for the fiscal year ended March 31, 2002, as compared to a gain of $380,190  before  provision
for income taxes for the fiscal year ended March 31, 2001.

     Income tax paid for the fiscal year ended  March 31,  2002 was $449,  as compared to income tax
paid for the fiscal year ended March 31, 2001 of $7,594.

     LIQUIDITY  AND CAPITAL  RESOURCES.  At March 31, 2003,  the Company had net working  capital of
$327,403 the major portion of which was in cash and money market funds.  The Company believes it has
sufficient  capital  resources  to  continue  its  current  business.  In the  event  the  follow-on
contribution of $750,000 in the Development Company is required to be made following preliminary FDA
approval,  the Company may need to raise  additional  funds to meet its  obligation,  either through
borrowings or the issuance of additional equity interests in the Company.


                                                 6`

---

`The  Company  may  require  the use of its  assets for a purchase  or  partial  payment  for an
acquisition or in connection with another business opportunity.  In addition,  the Company may incur
debt of an  undetermined  amount to effect an  acquisition  or in connection  with another  business
opportunity.  It may also issue its  securities in connection  with an acquisition or other business
opportunity.

     The Company  does not have a formal  arrangement  with any bank or financial  institution  with
respect to the availability of financing in the future.

         "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     This  report  contains  forward-looking  statements  within the  meaning of Section  27A of the
Securities  Act of 1933 and Section 21E of the  Securities  Exchange  Act of 1934 which  reflect the
Company's  current  views  with  respect  to future  events  and  financial  performance.  The words
"believe,"  "expect,"  "anticipate," and similar expressions  identify  forward-looking  statements.
Investors  should not rely on  forward-looking  statements  because they are subject to a variety of
risks,  uncertainties,  and other factors that could cause actual results to differ  materially from
those expressed in any such  forward-looking  statements,  including those mentioned below and those
detailed from time to time in the Company's  filings with the  Securities  and Exchange  Commission.
These factors include, but are not limited to:

        - the ability to  successfully  complete  development  and  commercialization  of  products,
including the cost, timing, scope and results of pre-clinical and clinical testing;

        - the ability to successfully  complete product research and further development,  including
animal, pre-clinical and clinical studies;

        - the ability of the developers to manage  multiple late stage clinical trials for a variety
of product candidates;

        -  significant  uncertainties  and  requirements  to  attain  government  testing  and sales
approvals and licenses;

        - the volume and profitability of product sales;

        - changes in existing and potential  relationships  with financing,  corporate or laboratory
collaborators;

        - the cost,  delivery and quality of clinical and  commercial  grade  materials  supplied by
contract manufacturers or laboratories;

        - the timing, cost and uncertainty of obtaining regulatory approvals;

        - the  ability to obtain  substantial  additional  funding or to enter into  development  or
licensing arrangements with well-funded partners or licensees;

        - the ability to attract manufacturing, sales, distribution and marketing partners and other
strategic alliances;

        - the ability to develop and commercialize products before competitors; and

        - the  dependence  on certain  founders  and key  management  members of the  developer,  or
physicians with expertise in the field.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Annexed hereto starting on Page 11.


                                                 7`

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`PART IV


ITEM 16 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) FINANCIAL STATEMENTS:                                                        PAGE NO.

    Independent Auditor's Report                                                     11
    Balance Sheets                                                                   12
    Statements of Income                                                             13
    Statement of Shareholders' Equity                                                14
    Statements of Cash Flow                                                          15

    Notes to Financial Statements                                                    16


    FINANCIAL SCHEDULES:

    None required.

Schedules other than those listed above are omitted for the reason that they are not required or not
appropriate or the required information is shown in the financial statements or notes thereto.

(b) Reports on Form 8-K

          None.

(c) Exhibits

          (3)     (i) Articles of Incorporation of The St. Lawrence Seaway Corporation,  as amended.
                  (Incorporated  by reference to Exhibit (C) (3) (i) to the Annual Report of The St.
                  Lawrence Seaway Corporation for the fiscal year ended March 31, 1991.)

                  (ii) By-Laws of The St. Lawrence Seaway Corporation  (Incorporated by reference to
                  Exhibit (C) (3) (ii) to the Annual Report of The St. Lawrence  Seaway  Corporation
                  on Form 10-K for the fiscal year ended March 31, 1987.)

          (10)    (i) Stock  Option  Agreements,  each dated  September  21,  1987,  between The St.
                  Lawrence  Seaway  Corporation  and each of Jack C. Brown,  Philip I.  Berman,  and
                  Albert Friedman.  (Incorporated by reference to Exhibit (C) (10) (i) to the Annual
                  Report of The St.  Lawrence  Seaway  Corporation  on Form 10K for the fiscal  year
                  ended March 31, 1988.)

                  (ii)  Agreement,  dated  July 31,  1986 by and  between  The St.  Lawrence  Seaway
                  Corporation and Bernard  Zimmerman & Company,  Inc.  (Incorporated by reference to
                  Exhibit  2 to the 10-Q of The St.  Lawrence  Seaway  Corporation  for the 6 months
                  ended June 30, 1986.)

                  (iii) St. Clair Farm  Property  Option and Sale  Agreement,  dated March 31, 1992.
                  (Incorporated  by reference to the Exhibit (C) (10) (iii) to the Annual  Report of
                  The St.  Lawrence  Seaway  Corporation on Form 10K for the fiscal year ended March
                  31, 1992.)

                  (iv)  Airport  Farm  Property  Option and Sale  Agreement,  dated March 25,  1993.
                  (Incorporated  by  reference to Form 10-K for the Fiscal Year ended March 31, 1993
                  ("the 1993 10-K").

                  (v)  Amendment No. 1 to Stock Option  Agreement  between The St.  Lawrence  Seaway
                  Corporation and Jack C. Brown dated August 28, 1992. (Incorporated by reference to
                  the 1993 10-K.))


                                                 8`

---

`(v)(a)  Amendment to Stock Option  Agreement  dated September 15, 1997 --
                           (Incorporated  by  reference to Form 10-K for the fiscal year ended March
                           31, 1998 (the "1998 10-K."))

                           (v)(b)  Amendment  to Stock Option  Agreement  dated  September  20, 2002
                           (Incorporated  by reference to Exhibit  10(v)(b) to the Form 10-K for the
                           fiscal year ended March 31, 2003 as filed on June 27, 2003).

                  (vi) Amendment No. 1 to Stock Option  Agreement  between The St.  Lawrence  Seaway
                  Corporation and Albert Friedman dated August 28, 1992.  (Incorporated by reference
                  to the 1993 10-K.)

                  (vii) Amendment No. 1 to the Warrant issued to Bernard  Zimmerman & Co. Inc. dated
                  August 28, 1992. (Incorporated by reference to the 1993 10-K).

                           (vii)(a)  Amendment  No.  2  to  Common  Stock  Purchase  Warrant,  dated
                           September 15, 1997 -- (Incorporated by reference to the 1998 10-K.)

                           (vii)(b)  Amendment  No.  3  to  Common  Stock  Purchase  Warrant,  dated
                           September 20, 2002  (Incorporated  by reference to Exhibit  10(vii)(b) to
                           the Form 10-K for the fiscal  year ended  March 31, 2003 as filed on June
                           27, 2003).

                  (viii) Stock  Option  Agreement,  dated  August 28, 1992 between The St.  Lawrence
                  Seaway Corporation and Wayne J. Zimmerman.  (Incorporated by reference to the 1993
                  10-K.)

                  (ix) Stock Sale Agreement,  dated June 24, 1993 between  Bernard  Zimmerman & Co.,
                  Inc. and Industrial  Development  Partners.  (Incorporated by reference to Exhibit
                  7(a) to Current Report on Form 8-K dated September 30, 1993).

                  (x) Assignment and Assumption  Agreement dated as of July 30, 1993.  (Incorporated
                  by  reference to Exhibit 7(b) to Current  Report on Form 8-K dated  September  30,
                  1993.)

                  (xi) Agreement dated as of January 24, 2002 by and between New York University and
                  St. Lawrence Seaway Corporation  (Incorporated by reference to Exhibit 10.1 to the
                  Current Report on Form 8-K filed February 8, 2002).

                  (xii) Limited  Liability  Agreement of T3  Therapeutics,  LLC dated as of June 25,
                  2002  (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
                  filed June 27, 2002).

          (31.1)  Certification by Principal Executive Officer Pursuant to Rule 13a-14(a)

          (31.2)  Certification by Principal Financial Officer Pursuant to Rule 13a-14(a)

          (32.1)  Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350

          (32.2)  Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350


                                                 9`

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`SIGNATURES

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

                                                     THE ST. LAWRENCE SEAWAY CORPORATION



                                                     By:/s/  Daniel L. Nir
                                                        --------------------------------------------
                                                        Daniel L. Nir
                                                        President, Treasurer and Director

                                                     Date:  June 29, 2004









                                                 10`

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`SALLEE & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS
____________________________________________________________________________________________________

Board of Directors
The St. Lawrence Seaway Corporation
Indianapolis, Indiana



                                   REPORT OF INDEPENDENT AUDITORS



We have audited the accompanying  balance sheets of The St. Lawrence Seaway  Corporation as of March
31, 2003 and 2002, and the related  statements of income,  shareholders  equity,  and cash flows for
each of the three years in the period  ended March 31,  2003.  These  financial  statements  are the
responsibility  of the Company's  management.  Our  responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting  Oversight
Board  (United  States).  Those  standards  require  that we plan and  perform  the  audit to obtain
reasonable  assurance about whether the financial statements are free of material  misstatement.  An
audit includes  examining,  on a test basis,  evidence supporting the amounts and disclosures in the
financial  statements.  An  audit  also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management,  as well as evaluating  the overall  financial  statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects,
the financial position of The ST. LAWRENCE SEAWAY CORPORATION as of March 31, 2003 and 2002, and the
results of its  operations  and its cash flows for each of the three years in the period ended March
31, 2003 in  conformity  with  accounting  principles  generally  accepted  in the United  States of
America.


June 13, 2003

                                                                 /s/ Sallee & Company, Inc.
                                                                 -----------------------------------



        1509 J STREET, P.O. BOX 1148, BEDFORD, INDIANA 47421, 812-275-4444 (FAX) 812-275-3300




                                                 11`

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`THE ST. LAWRENCE SEAWAY CORPORATION
                                           BALANCE SHEETS
                            MARCH 31, 2003 (RESTATED) AND 2002 (RESTATED)


                                                    2003                    2002
                                                    ----                    ----
                                                 (Restated)              (Restated)
ASSETS

Current assets:
     Cash and cash equivalents...........        $  454,754              $1,359,417
     Interest and other receivables......               124                     797
     Note receivable....................                 --                  40,000
                                                -----------             -----------
         Total current assets............           454,878               1,400,214
     Other investments - Note 7..........           750,000                      --
                                                -----------             -----------
         Total assets...................        $ 1,204,878             $ 1,400,214
                                                ===========             ===========


LIABILITIES AND SHAREHOLDERS'EQUITY

Current liabilities:
     Accounts payable & other...........          $  27,475               $  40,024
     Federal and state taxes payable....                 --                     449
     Research investment funding........            100,000                 100,000
                                                -----------             -----------
         Total current liabilities......            127,475                 140,473
Long term liabilities:
     Research investment funding........                 --                  75,000
                                                -----------             -----------
         Total liabilities..............            127,475                 215,473
                                                -----------             -----------
Shareholders' equity:
     Common stock, par value $1
         4,000,000 authorized, 393,735
         issued and outstanding at the
         respective dates..............             393,735                 393,735
     Additional paid-in capital........             377,252                 377,252
     Retained earnings.................             306,416                 413,754
                                                -----------             -----------
     Total shareholders' equity........           1,077,403               1,184,741
                                                -----------             -----------
Total Liabilities and Shareholders'
     Equity............................         $ 1,204,878             $ 1,400,214
                                                ===========             ===========




             The accompanying notes are an integral part of these financial statements.




                                                 12`

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`THE ST. LAWRENCE SEAWAY CORPORATION
                                        STATEMENTS OF INCOME
                        YEARS ENDED MARCH 31, 2003, 2002 (RESTATED) AND 2001


                                                              YEARS ENDED MARCH 31,
                                                   2003                2002                2001
                                                   ----                ----                ----
Revenues:                                                        (Restated)
     Interest and dividends..............     $   9,205          $   39,227           $  79,540
     Sales of land.......................            --                  --             392,235
                                            -----------         -----------         -----------
         Total revenues..................         9,205              39,227             471,775

Operating costs and expenses:
     Research investment-NYU.............            --             200,000                  --
     Consulting fees.....................        17,000               6,000               6,000
     General and administrative
         expenses........................        99,543             124,888              85,585
                                            -----------         -----------         -----------
         Total operating expenses........       116,543             330,888              91,585
                                                -------             -------              ------

Income (loss) before income taxes........     (107,338)           (291,661)             380,190
Income taxes/(tax benefit)...............           --                 449                7,594
                                            -----------         -----------         -----------
     Net income (loss)...................   $ (107,338)         $ (292,110)           $ 372,596
                                            ===========         ===========           =========
Per Share Data:
Weighted average number of common
     shares outstanding..................       393,735             393,735             393,735
                                            ===========         ===========         ===========
Basic earnings per common and common
   equivalent shares.....................    $   (0.27)          $   (0.74)            $   0.95
                                            ===========         ===========         ===========



             The accompanying notes are an integral part of these financial statements.




                                                 13`

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`THE ST. LAWRENCE SEAWAY CORPORATION
                                  STATEMENT OF SHAREHOLDERS' EQUITY
                   YEARS ENDED MARCH 31, 2003 (RESTATED), 2002 (RESTATED) AND 2001



                                                                     Accumulated
                                                                        Other
                                                                    Comprehensive
                                     Common Stock  Paid-in Capital      Income      Retained Earnings
                                     ------------  ---------------  --------------  -----------------
Balances at March 31, 2000...........   $393,735        $377,252            --         $ 333,268
     Net income for 2001.............                                                    372,596
                                                                                     -----------
Balances at March 31, 2001...........    393,735         377,252            --           705,864
     Net loss for 2002 (restated)....                                                   (292,110)
                                                                                     -----------
Balances at March 31, 2002
     (restated)......................    393,735         377,252            --           413,754
                                                                                     -----------
     Net loss for 2003...............                                                  (107,338)
                                                                                     -----------
Balances at March 31, 2003              $393,735        $377,252            --          $306,416
                                                                                     ===========
     (restated)......................


             The accompanying notes are an integral part of these financial statements.





                                                 14`

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`THE ST. LAWRENCE SEAWAY CORPORATION
                                       STATEMENTS OF CASH FLOW
                        YEARS ENDED MARCH 31, 2003, 2002 (RESTATED) AND 2001


                                                              YEARS ENDED MARCH 31,
                                                 2003                   2002                   2001
                                                 ----                   ----                   ----
                                                                     (Restated)
Cash flows from operating activities:
     Net income (loss)...................     $(107,338)            $ (292,110)             $ 372,596
     Adjustments to reconcile net
        income to net cash from
        operating activities:
        Gain on sale of land............             --                     --               (392,235)
        (Increase) decrease in current
           assets:
        Other receivables................        40,673                (37,764)                  (996)
        Prepaid items....................            --                  9,649                 (7,208)
        (Decrease) increase in current
           liabilities:
        Other liabilities................       (12,998)               125,632                     --
        Accounts payable and other.......            --                     --                 (3,944)
                                            -----------            -----------            -----------
Net cash from operating activities......        (79,663)              (194,593)               (31,787)

Cash flows from investing activities:
     Research investment.............          (750,000)                    --                     --
     Sales of land.....................              --                     --                511,148
                                            -----------            -----------            -----------
         Net cash from investing
           activities..................        (750,000)                    --                511,148

Cash flows from financing activities:


     Research investment funding.......         (75,000)                75,000                     --
                                            -----------            -----------            -----------
         Net cash from financing
           activities..................         (75,000)                75,000                     --
     Net decrease in cash and cash
       equivalents.....................        (904,663)              (119,593)               479,361


Cash and cash equivalents, beginning...        1,359,417             1,479,010                999,649
                                            -----------            -----------            -----------
Cash and cash equivalents, ending......        $ 454,754            $1,359,417             $1,479,010
                                            ===========            ===========            ===========

Supplemental disclosures of cash flow
     information:
     Cash paid for income taxes........         $   449                $    --               $  9,649
     Cash paid for interest expenses...              --                     --                     --



             The accompanying notes are an integral part of these financial statements.


                                                 15`

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`THE ST. LAWRENCE SEAWAY CORPORATION




NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant  accompanying  policies observed in the preparation of
the financial statement for The St. Lawrence Seaway Corporation (the "Company").

BASIS OF PRESENTATION:

The accounts are  maintained  on the accrual  method or  accounting  in  accordance  with  generally
accepted  accounting  principles for financial  statement  purposes.  Under this method,  revenue is
recognized when earned and expenses are recognized when incurred.

EARNINGS PER SHARE:

Basic and diluted  earnings  per share is  calculated  in  accordance  with FASB  Statement  No. 128
"Earnings Per Share" ("SFAS 128").  In accordance  with the  provisions  for this  statement,  basic
earnings per share is computed  based on the weighted  average  number of common shares  outstanding
during the period and excludes any potential dilution. Diluted earnings per share reflects potential
dilution from the exercise of options or warrants into common shares. Due to the antidilutive nature
of the Company's current stock option and warrant issued, no diluted earnings per share is presented
in these financial  statements.  The adoption of this statement had no effect on previously reported
earnings per share data.

INCOME TAXES:

Income  taxes are  provided  for using the  liability  method,  under which  deferred tax assets and
liabilities  are recorded  based on  differences  between the financial  accounting and tax bases of
assets and  liabilities.  Deferred tax assets and  liabilities  are measured  based on the currently
enacted tax rate  expected to apply to taxable  income in the period in which the deferred tax asset
or liability is expected to be settled or realized. No material deferred tax benefits or liabilities
exist as of the dates of the balance sheets.

RECLASSIFICATION:

The 2002 and 2001 financial  statements have been reclassified,  where necessary,  to conform to the
presentation of the 2003 financial statements.

CASH FLOWS:

For purposes of reporting cash flows,  cash and cash equivalents  include all cash in banks and cash
accumulation funds.

DEPRECIATION:

Property  and  equipment,  consisting  of  small  office  equipment,  has  been  fully  depreciated.
Depreciation  was computed using the  straight-line  method over a five-year  estimated useful life.
Expenditures  for  maintenance  and repairs that do not extend useful lives are charged to income as
incurred.

USE OF ESTIMATES:

The preparation of financial statements in accordance with generally accepted accounting  principles
requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities  and  disclosure  of  contingent  assets and  liabilities  at the date of the  financial
statements and the reported  amounts of revenues and expenses  during the reporting  period.  Actual
results could differ from those estimates.



                                                 16`

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`THE ST. LAWRENCE SEAWAY CORPORATION


RESTATEMENT:

The Company  restated its financial  statements for the year ended March 31, 2003, and for the first
three quarters of fiscal 2004, as it has determined that the Research Funding Agreement with the New
York University School of Medicine,  originally accounted for as an investment, should be treated as
research and  development  costs and expensed  accordingly,  pursuant to paragraph 12 of SFAS No. 2,
"Accounting for Research and Development  Costs." Therefore,  a $200,000 charge has been included in
the  statements of income for the year ended March 31, 2002. The impact of the  restatement  for the
year ended  March 31,  2002  resulted  in a decrease  in net income  (loss) of $200,000 or $0.51 per
share.  On the March 31, 2003  balance  sheet,  the  restatement  had the effect of  reducing  other
investments by $200,000, with a corresponding $200,000 decrease in retained earnings.

NOTE 2. SHAREHOLDERS' EQUITY

The Company has a common stock  warrant  outstanding  for the  purchase of 100,000  shares of common
stock at $3.00 per share.  The  warrant was  originally  issued in  connection  with the sale by the
Company of 50,000 shares of common stock during 1986 to Bernard Zimmerman & Co. Inc. The warrant and
common  stock were  subsequently  sold and  transferred  to The  Windward  Group,  L.L.C.  (formerly
Industrial  Development  Partners),  pursuant to an agreement  dated September 30, 1993. The warrant
expires on September 21, 2007.

The Company has a stock option plan  originally  adopted by the  shareholders  on June 12, 1978, and
revised and approved by the shareholders on June 13, 1983,  September 21, 1987, and August 28, 1992.
The revised plan provides that 15,000 shares of the Corporation's  stock be set aside at an exercise
price of $3.00 per share for Mr. Jack C. Brown,  a Director of the Company.  Mr.  Brown's  option is
currently  exercisable  with  respect to all 15,000  shares  and, if not  exercised,  will expire on
September 21, 2007.

The Company has  4,000,000  authorized  $1 par value common  shares.  As of March 31, 2003 and 2002,
there were 393,735 common shares issued and outstanding.

NOTE 3. RELATED PARTIES

During the fiscal years ending  March 31,  2003,  2002 and 2001,  the Company paid to Jack C. Brown,
Secretary  and a Director,  an annual  administrative  fee of $6,000,  which was paid monthly in the
amount of $500.

NOTE 4. INCOME TAXES

At March 31, 2003, the Company had approximately $200,000 in loss carryforwards.  If not used, these
carryforwards  will begin to expire in 2012. No tax benefits have been recognized in these financial
statements.  Provisions for any deferred  federal and state tax  liabilities are immaterial to these
financial statements.



                                                 17`

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`THE ST. LAWRENCE SEAWAY CORPORATION



NOTE 5. STOCK PURCHASE AND DIVIDEND

On March 19, 1997, the Board of Directors of the Company declared a dividend distribution of 514,191
shares of  common  stock,  $.01 par value  (the  "Shares")  of  Paragon  Acquisition  Company,  Inc.
("Paragon"),  and 514,191  non-transferable  rights (the  "Subscription  Right") to purchase two (2)
additional  Shares of  Paragon.  Paragon's  business  purpose is to seek to acquire or merge with an
operating business,  and thereafter to operate as a publicly-traded  company. St. Lawrence purchased
the Paragon  shares on March 6, 1997, for $5,141,  or $.01 per share,  and  distributed  one Paragon
share and one  subscription  right for each share of St.  Lawrence  Common Stock owned or subject to
exercisable options and warrants as of March 21, 1997 (the "Record Date").  Neither St. Lawrence nor
Paragon received any cash or other proceeds from the distribution, and St. Lawrence stockholders did
not make any  payment  for the share and  subscription  rights.  The  distribution  to St.  Lawrence
stockholders was made by St. Lawrence for the purpose of providing St. Lawrence stockholders with an
equity interest in Paragon without such stockholders  being required to contribute any cash or other
capital in exchange for such equity interest.

Paragon is an  independent  publicly-owned  corporation.  However,  because  Paragon  did not have a
specific  operating  business at the time of the  distribution,  the  distribution of the shares was
conducted in accordance with Rule 419 promulgated  under the Securities Act of 1933, as amended (the
"Securities  Act").  As a result,  the shares,  subscription  rights,  and any shares  issuable upon
exercise of subscription  rights,  are being held in escrow and are  non-transferable  by the holder
thereof until after the completion of a business  combination with an operating company.  While held
in escrow,  the shares may not be traded or  transferred,  and the net proceeds from the exercise of
subscription  rights  will  remain in escrow  subject to  release  upon  consummation  of a business
combination.  There is no current  public  trading  market for the  shares and none is  expected  to
develop, if at all, until after the consummation of a business combination and the release of shares
from escrow.

On June 1, 2001,  Paragon notified the Board of Directors of St. Lawrence that the Paragon Board had
determined that due to the lack of suitable  business  contributions  available to Paragon,  Paragon
would be liquidated and dissolved.  All outstanding  shares thereof  (including all escrowed shares)
were cancelled effective on June 29, 2001.

NOTE 6. DISPOSITION OF ASSETS

On February 23, 2000, the Company  conducted a real estate auction and entered into definitive sales
and purchase  agreements  with seven  non-affiliated  individual  purchasers to sell all of the land
owned by the Company. Approximately 195 acres of agricultural real estate was sold at auction for an
aggregate gross sales price of $567,500.  The net operating losses of the Company totally offset the
related gains from the aforesaid property sale and no federal tax liabilities are accrued.

The Company devoted the property to farming  activities under a cash lease method.  The property was
leased to farmers who were directly responsible for the operation thereof and who paid the Company a
rental fee covering a ten-month period of use of the property.  The Company generally received these
rental payments at the beginning of the planting season. The Company was responsible for real estate
taxes, insurance, and minor expenses. As a result of the sale of the property and termination of the
farm tenant agreement prior to the calendar year 2000 planting  season,  the Company did not realize
any farm rental income in the fiscal year ending March 31, 2001.

NOTE 7.  RESEARCH INVESTMENTS

The  Company  has entered  into a Research  Funding  Agreement  with New York  University  School of
Medicine,  New York,  New York,  under  which the  Company  will  provide  funding  for the  further
development of certain NYU medical discoveries and technology,  in return for which the Company will
be  entitled to receive  license  fees from the future  commercial  uses of such  discoveries.  Such
technology  is subject to pending NYU patent  applications  and  generally  relates to  treatment of
certain  prostate  enlargements and prostate  cancers.  Under the Research  Funding  Agreement,  the
Company has agreed to provide  research funding of $25,000 for each of eight calendar  quarters,  in
exchange for which the Company would be entitled to receive 1.5% of future license revenues from the
sale, license or other  commercialization  of the patents.  The first payment was made in connection
with the execution of the Research Funding  Agreement in January 2002. The Company has the option to
provide additional funds for up to three additional years of development,  in exchange for which the
Company's  share of  license  revenue  from the  patents  would  increase  to a  maximum  of  3.75%.
Development  and  commercialization  of the  patents is highly  speculative  and subject to numerous
scientific,  financial, practical and commercial uncertainties.  There can be no assurances that the
Company will receive any license revenues as a result of its investment.

                                                 18`

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`THE ST. LAWRENCE SEAWAY CORPORATION



The Company  has  entered  into a joint  venture  agreement  as of June 25, 2002 under which it will
provide  development  funding to a newly-formed  private limited liability company, T3 Therapeutics,
LLC  (the  "Development   Company"),   for  specified  drug  treatment  protocols  for  thyroid  and
cardiovascular  disease,  in  exchange  for an equity  interest  in the  Development  Company.  Such
treatments are in early stage  development  and involve the use of novel  formulations  of hormones,
delivered in controlled release  formulations.  Funding provided by the Company will be used for the
purpose of financing  development of new  formulations  of such hormones,  and to conduct animal and
human  clinical  trials.  Research has been  initiated by the  Development  Company,  which has been
founded by physicians at a major  metropolitan New York City area hospital.  The agreement calls for
the Company to acquire,  subject to adjustment,  a 12.5% ownership stake in the Development Company,
in  exchange  for its  commitment  to  provide  development  funding  of  $750,000,  for use over an
approximately  two-year period. The agreement  provides for a follow-on  investment of an additional
$750,000 if certain preliminary FDA testing approvals are secured, with a corresponding  increase in
the  Company's  ownership  stake to 25% of the  Development  Company.  If the product is licensed by
Development  Company to a  pharmaceutical  partner,  the  Company  would be entitled to a portion of
Development  Company's  resulting  royalties  and progress  payments.  The amount of ownership to be
received by the Company is subject to adjustment,  based upon (i) ownership and license arrangements
that the Development Company makes with laboratories that provide research and formulation expertise
and products,  (ii) development or licensing  transactions or (iii) other sources of financing.  The
Company loaned the Development Company $40,000 in connection with entering into the letter of intent
relating to the joint venture agreement; the $40,000 note was cancelled and has been credited toward
the Company's  initial $750,000  contribution.  Development and  commercialization  of the treatment
protocols  is highly  speculative  and  subject to numerous  scientific,  practical,  financial  and
commercial uncertainties.



                                                 19`

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