FORM 10-KSB/A
			(AMENDMENT NO. 1)
	       
	       U.S. Securities and Exchange Commission
		     Washington, D.C   20549   
		     
(Mark One)

    [X]   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
	  SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

    For the fiscal year ended          July 31, 1996
			       ------------------------------

     [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
	   SECURITIES EXCHANGE ACT OF 1934  (NO FEE REQUIRED)

For the transition period from ---------------- to ----------------

     Commission File Number         33-17286                                  


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

	  
	     DELAWARE                                 87-0448118   
---------------------------------          -----------------------------------
(State of other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

     
		  641 WEST 59TH STREET, NEW YORK, NY  10019    
	     --------------------------------------------------
	     (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:   (212) 397-7788          

Page 1
<PAGE>
<PAGE>
       Securities registered pursuant to Section 12(b) of the Act:


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

COMMON STOCK,                                           NASDAQ
PAR VALUE $.001 PER SHARE



Exhibit Index is located on pages of this document.

	Securities registered pursuant to Section 12(g) of the Act:

			      NOT APPLICABLE
   

Check whether the issuer (1) has filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 
such shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 days.  

   YES   X       NO     

     Check if no disclosure of delinquent filers in response to Item 405 of 
Regulation S-B is 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. 

	[  ] 

     State the issuer's revenues for its most recent fiscal year:  $11,292,000.

     State the aggregate market value of the voting stock held by 
nonaffiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date 
within the past 60 days (See definition of affiliate in Rule 12b-2 of the 
Exchange Act):  $5,331,587 as of October 24, 1996 (assumes full conversion of
all preferred shares into common shares).

     State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practical date:  55,569,495 shares of Common 
Stock, 5,200 shares of Series A Convertible Preferred Stock (convertible into
52,000 shares of common stock), and 21,231 shares of Series E Convertible 
Preferred Stock (convertible into 212,310 shares of common stock), all as of 
October 24, 1996.




Page 2
<PAGE>
<PAGE>
Item 13.     Exhibits and Reports on Form 8-K.

     (a)     The following Exhibits are attached hereto or incorporated 
	     herein by reference as indicated in the table below:

Exhibit                                                Location or   
  No.        Title of Document                           Filing
-------      ------------------                        ----------
3.01*    Certificate of Incorporation                 Form 10-K (1991)
	 (amended and restated)
3.02*    Bylaws (amended)                             Form 10-K (1991)
4.01*    Certificate of Designations, Series A        Form 10-K (1991)
	 Convertible Preferred Stock (as amended)
4.02*    Certificate of Designations, Series B        Form 10-K (1991)
	 Convertible Preferred Stock (as amended)
4.03*    Certificate of Designations, Series C 10%    Form 10-K (1991)
	 Cumulative Non-Voting Preferred Stock
4.04*    Certificate of Designations, Series D 8%     Form 10-K (1991)
	 Cumulative Non-Voting Preferred Stock          
4.05*    Certificate of Designations, Series E        Form 10-KSB (1994)
	 Convertible Preferred Stock                    
4.06*    Certificate of Increase to Certificate of    Form 10-KSB (1995)
	 Designations, Series E Convertible Preferred     
	 Stock
10.01*   Class C Warrant Agreement                    Form 10-K (1991)
10.02*   Shareholder Voting Agreement                 Form 8-K (1/21/91)
	 (Hart/Lifschultz)                            
10.03*   Grant of Right of First Refusal to Purchase  Form 8-K (1/21/91)
	 Hart Scientific, Inc.                         
10.04*#  Employment Agreements for Dennis Hunter,     Form 10-KSB (1995)
	 James Triplett and Randy Owen               
10.05*   Stock Purchase Agreement (with Lease         Form 10-K (1991)
	 Amendment attached as Exhibit A)               
	 (Lifschultz/Penn Yards)                         
10.06*   Shareholder Voting Agreement                 Form 10-K (1991)
	 (Lifschultz/Penn Yards)                    
10.07*#  Employee Stock Option Agreement;             Form 10-KSB (1995)
	 Standard Form                         
10.08*#  1989 Stock Option Agreement for              Form 10-KSB (1995)
	 Dennis Hunter                         
10.09*   Lease of Premises for Calorimetry            Form 10-KSB (1995)
	 Sciences Corporation                         
10.10*   Lease of Premises for Hart Scientific, Inc.  Form 10-KSB (1995)
10.11    Amendment to Lease of Premises for Hart      Form 10-KSB  (current)
	 Scientific, Inc.                         






Page 3
<PAGE>
<PAGE>
10.12*#  Hart Scientific, Inc. Executive Bonus Plan  Form 10-KSB   (1995)     
10.13*#  Hart Scientific, Inc. 401(k) Plan            Form 10-KSB   (1995)
11.01    Statement Re Computation of Per Share        Form 10-KSB   (1996)
	 Earnings
13.01    1996 Annual Report to Shareholders           Form 10-KSB   (1996)
22.01    List of Subsidiaries of the Registrant       Form 10-KSB   (1996)
24.01**  Power of Attorney                            Form 10-KSB   (1996)
27.01    Financial Data Schedule                      Form 10-KSB/A (current)

-----------------
*  Denotes exhibits specifically incorporated in this Annual Report on Form 
10-KSB by reference to other filings pursuant to the provisions of Rule 
12b-32 under the Securities Exchange Act of 1934.

# Identifies management or compensatory plans, contracts, or arrangements.

** Incorporated by reference to the signature page of the Company's original 
Form 10-KSB for the fiscal year ended July 31, 1996, pursuant to the 
provisions of Rule 12b-32 under the Securities Exchange Act of 1934. 

     (b)     Reports on Form 8-K.

	  None.

































Page 4
<PAGE>
<PAGE>
                           SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

				   LIFSCHULTZ INDUSTRIES, INC.



Date November 26, 1996           
    ----------------------         By DAVID K. LIFSCHULTZ 
				      -----------------------------------
				      David K. Lifschultz
				      Chief Executive Officer




     SIGNATURE                        TITLE                        DATE
     ---------                        -----                        ----

DAVID K. LIFSCHULTZ              Chairman, Chief            November 26, 1996
--------------------------       Executive Officer                 
David K. Lifschultz   


By DAVID K. LIFSCHULTZ           President, Director and    November 26, 1996
---------------------------      Chief Financial Officer
Dennis R. Hunter       


By DAVID K. LIFSCHULTZ           Director                   November 26, 1996
---------------------------
Sidney B. Lifschultz             

















Page 5
<PAGE>
<PAGE>
                            EXHIBIT INDEX


EXHIBIT                                    LOCATION
-------                                    --------
27.01     Financial Data Schedule          FORM 10-KSB/A (current)    

     











































Page 6
<PAGE>
<PAGE>