U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-KSB/A


(Mark One)

     [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended             July 31, 1999
                                -----------------------------------


     [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

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

     Commission file number         001-10287


                           LIFSCHULTZ INDUSTRIES, INC.
             ------------------------------------------------------
                 (Name of small business issuer in its charter)


            DELAWARE                                 87-0448118
  -------------------------------                ------------------
  (State or 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)


Issuer's telephone number: (212) 397-7788



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

                                   Name of each exchange
Title of each class                 on which registered

NONE


<PAGE>




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

            COMMON STOCK, PAR VALUE $.001 PER SHARE

     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. [ X ]

     The issuer's revenues for its most recent fiscal year were $16,254,000.

     The aggregate  market value of the voting and  non-voting  common equity of
the issuer held by  non-affiliates,  based upon the closing  price of the Common
Stock on October  15,  1999 as  reported  on The  Nasdaq  SmallCap  Market,  was
approximately  $5,716,981  (Assumes:  (i) full conversion of all Preferred Stock
into Common Stock and (ii)  affiliates  include  only  officers,  directors  and
shareholders  known  to the  issuer  to  beneficially  own  10% or  more  of the
Company's Common Stock.)

     The  number of shares  of the  issuer's  common  equity  outstanding  as of
October 15, 1999 was: 1,117,519 shares of Common Stock, 5,200 shares of Series A
Convertible Preferred Stock (convertible into 1,040 shares of common stock), and
21,231 shares of Series E Convertible  Preferred Stock  (convertible  into 4,247
shares of common stock).


                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the  issuer's  Annual  Report to  Shareholders  for fiscal year
ended July 31, 1999, are  incorporated  into Parts I and II of this Form 10-KSB.
Portions  of the  registrant's  Proxy  Statement  provided  to  shareholders  in
conjunction with its 1999 Annual Meeting of Shareholders to be held December 17,
1999, are incorporated into Part III of this Form 10-KSB.

Transitional Small Business Disclosure Format (check one):

      YES              NO     X
           ------          -------


<PAGE>


                                 Amendment No. 1

     This  amendment  is being  filed  for the  purpose  of  filing  an  Amended
Financial Data Schedule.

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 if other
  No.    Title of Document                      than attached hereto
-------  ------------------                     --------------------
3.01*    Certificate of Incorporation              1998 Form 10-KSB
         (as amended to date)                      Exhibit 3.01

3.04*    Bylaws                                    1991 Form 10-K,
                                                   page 74
4.01*    Certificate  of  Designations, Series A   1991  Form  10-K,
         Convertible Preferred Stock (as amended)  page 94
4.02*    Certificate of Designations, Series E     1994 Form 10-KSB,
         Convertible Preferred Stock               Exhibit 4.05
10.01#   Employment Agreement for Dennis Hunter    1998 Form 10-KSB
                                                   Exhibit 10.01
10.02*#  Employment Agreement for James Triplett   1997 Form 10-KSB,
                                                   Exhibit 10.2
10.03*#  Employment Agreement for Randy Owen       1997 Form 10-KSB,
                                                   Exhibit 10.3
10.04*#  Employment Agreement for Michael Hirst    1997 Form 10-KSB,
                                                   Exhibit 10.4
10.05*   Stock Purchase Agreement (with Lease      1991 Form 10-K,
         Amendment attached as Exhibit A)          page 143
         (Lifschultz/Penn Yards)
10.06*   Shareholder Voting Agreement              1991 Form 10-K,
         (Lifschultz/Penn Yards)                   page 190
10.07*#  Employee Stock Option Agreement;          1995 Form 10-KSB,
         Standard Form                             Exhibit 10.07
10.08*#  1989 Stock Option Agreement for           1995 Form 10-KSB,
         Dennis Hunter                             Exhibit 10.08
10.09*   Lease of Premises for Calorimetry         1995 Form 10-KSB,
         Sciences Corporation                      Exhibit 10.09
10.10*   Lease of Premises for Hart Scientific,    1995 Form 10-KSB,
         Inc.                                      Exhibit 10.11
10.11*   Amendment to Lease of Premises for Hart   1996 Form 10-KSB,
         Scientific, Inc.                          Exhibit 10.11
10.12*#  Hart Scientific, Inc. Executive Bonus     1995 Form 10-KSB,
         Plan                                      Exhibit 10.12
10.13*#  Hart Scientific, Inc. 401(k) Plan         1995 Form 10-KSB
                                                   Exhibit 10.13


<PAGE>



13.01+   1999 Annual Report to Shareholders
21.01    List of Subsidiaries of the Registrant
23.01    Consent of Independent Public Accountants
27.01    Amended Financial Data Schedule

------------------
* Denotes exhibits specifically incorporated in this Form 10-KSB by reference to
other  filings of the  Company  pursuant to the  provisions  of  Securities  and
Exchange  Commission  Rule  12b-32 and  Regulation  S-B,  Item  10(f)(2).  These
documents are located  under File No.  33-17286 at, among other  locations,  the
Securities and Exchange Commission,  Public Reference Branch, 450 5th St., N.W.,
Washington, D.C. 20549.

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

+ Certain  portions of the  Company's  1999 Annual Report to  Shareholders,  set
forth in Exhibit 13.01, are incorporated by reference into Items 1, 2, 5, 6, and
7 of this Form  10-KSB  and,  except as so  incorporated,  the Annual  Report to
Shareholders is not deemed to be filed as part of this Form 10-KSB.



<PAGE>




                             SIGNATURES

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

                                     LIFSCHULTZ INDUSTRIES, INC.

Date: February 24, 2000              /S/DENNIS R. HUNTER
                                     -------------------------
                                     Dennis R. Hunter
                                     President