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SECURITIES AND EXCHANGE COMMISSION

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the quarter ended January 31, 2004

Commission file number 0-10146

ABRAMS INDUSTRIES, INC.

1945 The Exchange, Suite 300, Atlanta, GA 30339-2029

Registrant’s telephone number, including area code: (770) 953-0304

Former name, former address, former fiscal year, if changed since last report: N/A

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.

Yes þ      No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o      No þ

The number of shares of $1.00 par value Common Stock of the Registrant outstanding as of February 29, 2004, was 3,057,793.

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NOTE 7. EARNINGS (LOSS) PER SHARE

     Basic earnings per share are computed by dividing net earnings (loss) by the weighted average shares outstanding during the reporting period. Diluted earnings per share are computed giving effect to dilutive stock equivalents resulting from outstanding stock options. The dilutive effect on the number of common shares for the third quarter and the first nine months of fiscal 2004 was 264 and 0, respectively and was 0 and 12,602 for the third quarter and the first nine months of fiscal 2003, respectively. Since the Company had losses from continuing operations for all periods presented, all stock equivalents were antidilutive during these periods, and therefore are excluded when determining the diluted weighted average shares outstanding.

NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS

     The gross carrying amounts and accumulated amortization for all of the Company’s intangible assets as of January 31, 2004, are as follows:

NOTE 9. COMMITMENTS AND CONTINGENCIES

     As previously disclosed on Form 10-K for the year ended April 30, 2003, the Company announced on July 7, 2003, that an internal investigation, which was conducted by the Company’s legal counsel at the request of senior management, revealed information suggesting that activities in violation of Federal antitrust laws may have taken place in a certain job bidding process for one customer of the Company’s subsidiary, Abrams Construction, Inc. The results of this investigation were reported to the Board of Directors of the Company on June 9, 2003. The Company also voluntarily communicated the results of its investigation to the United States Department of Justice (“DOJ”) and continues to fully cooperate in the inquiry that resulted. The DOJ, on July 1, 2003, issued a conditional letter of amnesty to the Company and its subsidiaries for their cooperation in recognizing and then immediately reporting the irregularities. The Company believes, based on its internal investigation, that the specific improprieties were confined to a bidding process for The Home Depot, Inc. (“Home Depot”), its largest customer. At this time, the Company has no reason to believe that any other customers were affected by such inappropriate activity. The Company also communicated its concerns about the job bidding process to Home Depot. The Company has conducted extensive additional training of all employees and has implemented additional

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procedures to prevent a recurrence of this behavior. Costs associated with this matter, including the Company’s internal investigation and its ongoing cooperation with the DOJ, are currently estimated to approximate $1.45 million in the current fiscal year ending April 30, 2004. Such cost estimates, however, are particularly difficult to make with any precision, and as a result the actual costs may be lower or higher than this amount. To date, no third party has made, or threatened to make, any claim in connection with this matter. It is possible, however, that claims could be made as a result of this situation.

     On September 20, 2002, the Company’s subsidiary, Abrams Properties, Inc. (“API”), filed a claim in the Superior Court of Cobb County, Georgia, against API’s former real estate asset manager. The defendant subsequently made a demand against API for arbitration and filed a counterclaim. In January 2003, the Cobb County Superior Court denied the defendant’s demand for arbitration, but in July 2003 this decision was reversed by the Georgia Court of Appeals. The Company sought certiorari from the state of Georgia Supreme Court, which was denied in November 2003. The case will now be arbitrated. The dispute arises out of the defendant’s former provision of real estate asset management services to API. The Company believes API’s claims against its former asset manager and its defenses to the manager’s claims are meritorious and intends to continue to vigorously pursue its claims and assert its defenses.

     Other than the costs of the Company’s internal investigation and ongoing cooperation associated with the DOJ, the Company believes the ultimate disposition of the above noted legal proceedings and claims or potential claims, and those previously disclosed on Form 10-K for the year ended April 30, 2003, will not have a material adverse affect on the financial condition, cash flows, or results of operations of the Company; however, the Company cannot predict the ultimate disposition of the above noted claims, potential claims and proceedings, and therefore, the Company cannot be certain that the above noted legal proceedings and claims or potential claims will not have a material adverse affect on the financial condition, cash flows, or results of operations of the Company.

     The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, the Company believes that the final outcome of these matters will not have a material adverse effect on the Company’s financial position or results of operations.

NOTE 10. ACQUISITION

     On December 19, 2003, WEGI Acquisition, LLC (“Purchaser”), an indirect wholly-owned subsidiary of the Company, acquired substantially all of the assets and assumed certain liabilities of The Wheatstone Energy Group, Inc. (“Seller”). The Seller was engaged in the business of providing energy efficient lighting system installation services, including electrical and other related energy conservation services, and the Company intends to continue to offer these services. The acquisition was made pursuant to an Agreement and Plan of Reorganization dated December 19, 2003, between the Company, the Purchaser, the Seller and the shareholders of the Seller (the “Agreement”). The consideration consisted of 23,842 newly-issued shares of the Company’s common stock, par value $1.00 per share, the payment by the Purchaser of approximately $1.3 million to certain trade creditors of the Seller from the available cash of the Purchaser, and the assumption by the Purchaser of approximately $2.9 million of the Seller’s liabilities. Also in connection with the transaction, the Company issued 110,000 shares of the Company’s common stock with a fair value of $424,380, and a warrant to purchase an additional 40,000 shares of the Company’s common stock at an exercise price of $5.10 per share, with a fair value of $36,800 determined using the Black-Scholes option pricing model, to a lender of the Seller. The amount and type of consideration was determined by negotiation among the parties.

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     Pursuant to the Agreement, the Purchaser acquired substantially all of the assets of the Seller, including accounts, inventory, personal property and equipment, proprietary information, intellectual property and the Seller’s right, title and interest to assigned contracts. As described in the Agreement, the Purchaser assumed only specified liabilities of the Seller, including executory obligations under disclosed assigned contracts, current balance sheet liabilities of the Seller and certain debt for borrowed funds from two lenders of the Seller. Pursuant to the Agreement, after the closing of the acquisition, the Purchaser changed its name to The Wheatstone Energy Group, LLC, (“Wheatstone”) and the Seller adopted a dissimilar name. Debt assumed in the amount of $1 million from one of the lenders of the Seller is collateralized by all general assets of Wheatstone.

     The acquisition is being accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS 141”), whereby the total cost of the acquisition has been allocated to tangible and intangible assets acquired and liabilities assumed based upon their fair values at the effective date of the acquisition. The Company allocated the purchase price to the fair value of identifiable long-lived assets and intangibles based on an independent third party appraisal. The allocation of the purchase price is subject to refinement due to a working capital adjustment provision in the Agreement. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

     The trademarks and goodwill are not subject to amortization and none of the amount assigned to goodwill is deductible for tax purposes. The goodwill amount has been assigned to the facility services segment.

     The following table summarizes the results of the Company on a pro forma basis for the three and nine months ended January 31, 2004, and January 31, 2003, as if the acquisition of Wheatstone had occurred at the beginning of each period. These results do not purport to represent what the results of operations for the Company would have actually been or to be indicative of the future results of operations of the Company (in thousands, except per share amounts).

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NOTE 11. SUBSEQUENT EVENT

     On March 12, 2004, the Company closed on the sale of its shopping center located in North Fort Myers, Florida, for a sales price of $21.8 million, resulting in a pre-tax gain of approximately $4.1 million. After repayment of the loan secured by the shopping center and other expenses, the sale generated net cash proceeds of approximately $10.6 million. The sale did not include any of the Company’s real estate held for future development or sale. In addition to repaying its lines of credit, the Company intends to use the proceeds from this sale as a source of cash for strategic acquisitions and for additional investments in income-producing properties, and is considering a number of other alternative uses, including possibly distributing a portion as a special dividend, funding working capital needs, or other corporate purposes.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the consolidated financial statements, including the notes to those statements, which are presented elsewhere in this report. The Company also recommends that this discussion and analysis be read in conjunction with management’s discussion and analysis and consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2003.

     The Company’s fiscal year 2004 ends April 30, 2004.

Changes in CONSOLIDATED BALANCE SHEETS between April 30, 2003, and January 31, 2004

     Net accounts receivable decreased by $5,220,486, primarily due to the timing of the submission and payment of invoices for construction work performed and a decrease in construction revenues.

     Goodwill increased by $2,869,426, due to the acquisition of the assets and the assumption of certain liabilities of The Wheatstone Energy Group, Inc. See Note 10 to the consolidated financial statements.

     Trade and subcontractors payable decreased by $2,239,255, primarily due to the payment of invoices to subcontractors for construction work performed.

     Bank loans payable increased by $3,000,000, due to the draws on the Company’s available lines of credit. In March 2004, these lines of credit were re-paid in full.

     Other liabilities increased by $2,159,081, primarily due to the debt assumed in conjunction with The Wheatstone Energy Group, Inc. transaction. See Note 10 to the consolidated financial statements.

Results of operations of the third quarter and first nine months of fiscal 2004 compared to the third quarter and first nine months of fiscal 2003

REVENUES From Continuing Operations

     For the third quarter of fiscal 2004, consolidated revenues from continuing operations, including interest income and other income, and net of intersegment eliminations, were $6,295,620, compared to $15,825,282 for the third quarter of fiscal 2003, a decrease of 60%. For the first nine months of fiscal 2004, consolidated revenues from continuing operations were $34,526,628, compared to $57,017,729 for the first nine months of fiscal 2003, a decrease of 39%.

     The figures in Chart A are segment revenues from continuing operations, net of intersegment eliminations, and do not include interest income or other income.

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CHART A
REVENUES FROM CONTINUING OPERATIONS SUMMARY BY SEGMENT
(Dollars in Thousands)