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


                                  FORM 10-K/A


[X]  Amendment No. 1 to Annual Report Under section 13 or 15(d) of The
     Securities Exchange Act of 1934 for the Fiscal Year Ended May 13, 1997

                                       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 NO. 0-25068

                           HASKEL INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                       95-4107640
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)   

                    100 EAST GRAHAM PLACE, BURBANK, CA 91502
                    (Address of principal executive office)

      Registrant's telephone number, including area code:  (818) 843-4000

         Securities registered under Section 12(b) of the Exchange Act:
                              Class A Common Stock

      Name of each exchange on which registered:  The Nasdaq Stock Market

      Securities registered under Section 12(g) of the Exchange Act:  None

        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.   [X] Yes   [ ] No

        Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) 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.  [ ]

        Aggregate market value of the voting stock held by non-affiliates of
the registrant: $35,791,444 as of August 18, 1997.

        As of August 18, 1997, the registrant had 4,751,230 shares of Class A
Common Stock and 40,000 shares of Class B Common Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the registrant's 1997 Annual Stockholder's
Meeting are incorporated by reference in Part III.
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        This Amendment No. 1 to Annual Report on Form 10-K is being filed by
Haskel International, Inc. (the "Company") to amend the following item:


                                    PART II

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Item 8, Page F-17, Footnote 7 Profit Sharing Plan should be replaced in
its entirety with the following amended Footnote 7:

7.      Profit Sharing Plan

        The Company has a profit sharing plan which covers substantially all
U.S. employees. Contributions are at the discretion of the Board of Directors.
The Company did not make any profit sharing contributions for fiscal years
1995, 1996 or 1997.

        Effective June 1, 1997, the Company adopted the Haskel International,
Inc. Retirement Savings Plan. The Company adopted the Plan to meet the
requirements of a qualified retirement plan pursuant to the provisions of
Section 401(k) of the Internal Revenue Code. The Plan provides eligible
employees the opportunity to make tax deferred contributions to a retirement
trust account in amounts up to 15% of their qualified wages (or a maximum of
$9,500 annually). The Company will match 25% of the employee's deferred
contribution for contributions representing up to 6 percent of each
participating employee's deferred earnings. Employees vest in the Company's
matching contribution at 20% per year of qualified service.


                                   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.


Date:  September 23, 1997                   HASKEL INTERNATIONAL, INC.


                                            By /s/ Lonnie D. Schnell
                                               ----------------------------
                                               Lonnie D. Schnell
                                               Chief Financial Officer