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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                 Amendment No. 1
(Mark One)
[x]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934. For the quarterly period ended June 30,1997

[ ]  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: 333-17305

                         International Knife & Saw, Inc.

             (Exact name of registrant as specified in its charter)

           Delaware                                              57-0697252
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                 1299 Cox Avenue
                            Erlanger, Kentucky 41018
                    (Address of principal executive offices)

                                 (606) 371-0333
              (Registrant's telephone number, including area code)


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  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 __

As of July 31, 1997, there were 481,971 shares of the registrant's  common stock
outstanding, all of which were owned by an affiliate of the registrant.

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This  amendment to the Quarterly  Report on Form 10-Q of  International  Knife &
Saw,  Inc.  for the  quarterly  period ended June 30, 1997 (the  "Original  Form
10-Q") amends and modifies the Original Form 10-Q as follows:

     Item 2 of  Part  I,  Management's  discussion  and  analysis  of  financial
     condition  and results of  operations  is amended by the  amendment  of the
     second  paragraph  under the caption  "Second  quarter and six months ended
     June 30,  1997  compared to second  quarter  and six months  ended June 30,
     1996" in the section entitled "Results of Operations," which is restated as
     follows:


     Item 2.  Management's  discussion  and analysis of financial  condition and
              results of operations

         Gross Profit: Gross profit increased to $11.1 and $20.7 million for the
second  quarter  and first half of 1997 up from $8.7 and $17.9  million  for the
same periods in 1996.  Excluding the second quarter  acquisitions,  gross profit
increased to $9.2 and $18.8 million from the same periods in 1996.  Gross margin
stayed  constant at 29.6% for the second  quarter of 1997 compared to the second
quarter of 1996 while gross margin  increased to 30.5% in the first half of 1997
compared  to 30.0% in the first  half of 1996.  The  Company  experienced  gross
profit  improvements  in its  North  American  and  other  operations  primarily
attributable to the second quarter acquisitions which accounted for $1.2 million
and $.7 million of North  America's  and other  operations'  second  quarter and
first half of 1997 gross  profit,  respectively.  Excluding  the second  quarter
acquisitions,  gross profit for the North American operations  increased to $6.8
and $14.1 million for the second  quarter and first half of 1997,  respectively,
from $6.2 and  $13.1  million  for the same  periods  in 1996 and  gross  margin
increased  slightly to 30.5% and 31.8% from 29.7% and 31.0% for the same periods
in 1996.  Excluding the Rolf Meyer  acquisition,  gross profit for the Company's
other  operations  increased to $2.4 and $4.7 million for the second quarter and
first  half of 1997,  respectively,  from  $2.3 and  $4.0  million  for the same
periods in 1996, while gross margin also increased to 28.9% and 28.1% from 27.7%
and 22.7% for the same periods in 1996.





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                                   SIGNATURES

Pursuant  to the  requirements  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.

                                INTERNATIONAL KNIFE & SAW, INC.

                                By: William M. Schult
                                    William M. Schult
                                    Vice President-Finance, Chief
                                    Financial Officer, Treasurer and
                                    Secretary (Principal Financial and
                                    Accounting Officer

                                    August 19, 1997





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