SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                  FORM 10-K/A-3

                     AMENDMENT NO. 3 TO REPORT ON FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]  Annual Report under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934

     For the fiscal year ended:  May 31, 2002

[ ]  Transition  Report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the transition period from _________ to __________


                         Commission file number: 0-22889

                              ROYAL PRECISION, INC.
             (Exact Name of Registrant as Specified in Its Charter)


            Delaware                                             06-1453896
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)


   535 Migeon Avenue, Torrington, CT                               06790
(Address of Principal Executive Offices)                         (Zip Code)


                                 (860) 489-9254
              (Registrant's Telephone Number, Including Area Code)


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

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

          Common Stock, par value $0.001 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
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. [ ]

     The aggregate market value of shares of Common Stock held by non-affiliates
of the Registrant on August 16, 2002, based on a market price of $.25 per share,
was $611,498.

     The number of shares of Common  Stock  outstanding  on August 16,  2002 was
12,718,877.

     Documents incorporated by reference: None
<PAGE>
                             AMENDMENTS TO FORM 10-K

     This  Amendment No. 3 to Form 10-K  ("Amendment  No. 3") is being filed for
the purposes set forth in paragraphs (a) and (b) below:

     (a) This  Amendment  No. 3 is being filed for the  purpose of amending  the
Exhibit Index contained in Item 14, Exhibits,  Financial Statement Schedules and
Reports on Form 8-K as follows:

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

     * * *

     The entry for Exhibit 10.62 of Item 14(c) is hereby amended and restated in
its entirety to read as follows:

     "10.62   Royal Precision Executive Bonus Program for Fiscal Year 2003 **
              Filed herewith

     ----------
     **   Certain  portions of this  compensatory  plan for  executive  officers
          publicly filed have been omitted based upon a request for confidential
          treatment filed with the Commission. The confidential portion has been
          omitted and filed separately with the Commission."

     (b) This Amendment No. 3 is also being filed for the purposes of (i) filing
a replacement exhibit 10.62 in Item 14, Exhibits,  Financial Statement Schedules
and Reports on Form 8-K from which less information has been omitted (based upon
the Company's request for confidential treatment) than was omitted from the form
of exhibit 10.62 which was included in the original report on Form 10-K filed on
August 22, 2002 and  incorporated  by reference into the Amendment No. 2 to Form
10-K  filed  December  6, 2002,  and (ii)  adding on the  replacement  exhibit a
notation as instructed by the Staff of the Securities and Exchange Commission in
response to the  Company's  request for  confidential  treatment  filed with the
original Form 10-K as follows:

     "**  Certain  portions of this  compensatory  plan for  executive  officers
     publicly  filed have been  omitted  based upon a request  for  confidential
     treatment  filed with the  Commission.  The  confidential  portion has been
     omitted and filed separately with the Commission."

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<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 Amendment No. 3 to be
signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 27, 2002                ROYAL PRECISION, INC.
                                        (the "Registrant")

                                        By /s/ John C. Lauchnor
                                           -------------------------------------
                                           John C. Lauchnor, President and Chief
                                           Executive Officer

                                        By /s/ Frank Mertes
                                           -------------------------------------
                                           Frank Mertes, Vice President-Finance
                                           Principal Financial Officer and
                                           Principal Accounting Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
amendment  has been  signed  below by the  following  persons  on  behalf of the
registrant and in the capacities indicated on the 27th day of December, 2002.


NAME                                  TITLE (CAPACITY)
----                                  ----------------

/s/ John C. Lauchnor                  President and Chief Executive Officer
------------------------------        (principal executive officer)
John C. Lauchnor


/s/ Frank W. Mertes *                 Vice President-Finance, Chief Financial
------------------------------        Officer (principal financial officer
Frank W. Mertes                       and principal accounting officer)


/s/ Richard P. Johnston *             Director
------------------------------
Richard P. Johnston


/s/ David E. Johnston *               Director
------------------------------
David E. Johnston


/s/ Charles S. Mechem, Jr. *          Director
------------------------------
Charles S. Mechem, Jr.


/s/ Christopher A. Johnston *         Director
------------------------------
Christopher A. Johnston


/s/ Kenneth J. Warren *               Director
------------------------------
Kenneth J. Warren

*    John C.  Lauchnor,  by signing his name hereto,  does sign this document on
     behalf of the persons  indicated above pursuant to a Power of Attorney duly
     executed by such persons.

By: /s/ John C. Lauchnor
    ----------------------------------
    John C. Lauchnor, Attorney in Fact

                                       3
<PAGE>
                                 CERTIFICATIONS

I, John C. Lauchnor, certify that:

1. I have  reviewed  this  amendment to the annual  report on Form 10-K of Royal
Precision, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in the report.

Date: December 27, 2002

                                        /s/ John C. Lauchnor
                                        ----------------------------------------
                                        John C. Lauchnor, President,
                                        Chief Executive Officer

                                       4
<PAGE>
I, Frank Mertes, certify that:

1. I have  reviewed  this  amendment to the annual  report on Form 10-K of Royal
Precision, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in the report.

Date: December 27, 2002

                                        /s/ Frank Mertes
                                        ----------------------------------------
                                        Frank Mertes, Vice President - Finance,
                                        Chief Financial Officer

                                        5
<PAGE>
                                  EXHIBIT INDEX


10.62          Royal Precision Executive Bonus                    Filed herewith
                 Program for Fiscal Year 2003**

----------
**   [Replacement  version of Exhibit 10.62 --  compensatory  plan for executive
     officers  publicly  filed -- from which certain  portions have been omitted
     based upon a request for confidential  treatment filed with the Commission.
     The  confidential  portion has been omitted and filed  separately  with the
     Commission.]

                                       6