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

                                    FORM 10-Q


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

For the quarterly period ended     September 30, 2001
                                -------------------------

                                       or

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

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

Commission File Number:
                         -----------



                               ISG Resources, Inc.
             (Exact name of registrant as specified in its charter)


                      Utah                               87-0619697
         ---------------------------------            ------------------
         (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)               Identification No.)


          136 East South Temple, Suite 1300, Salt Lake City, Utah 84111
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (801) 236-9700
                            -------------------------
              (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  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports) [ X ] Yes [ ] No, and (2) has been
subject to such filing requirements for the past 90 days [ X ] Yes [ ] No.


         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock,  as of the latest  practicable  date. As of October 31,
2001 :



     Classes of Common Stock                  Number of shares outstanding
 --------------------------------------   -----------------------------------
      Common Stock, no par value                               100


<PAGE>

                               ISG Resources, Inc.

                                  ------------

                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>

                         PART I -- FINANCIAL INFORMATION

<S>     <C>                                                                                  <C>

Item 1.  Financial Statements                                                                  Page
         --------------------                                                                  ----

         Condensed Consolidated Balance Sheets --
         September 30, 2001 and December 31, 2000                                                1

         Unaudited Condensed Consolidated Statements of Operations --
         Three months ended September 30, 2001 and 2000                                          2

         Unaudited Condensed Consolidated Statements of Operations --
         Nine months ended September 30, 2001 and 2000                                           3

         Unaudited Condensed Consolidated Statements of Comprehensive Income  --
         Three months ended September 30, 2001 and 2000                                          4

         Unaudited Condensed Consolidated Statements of Comprehensive Income  --
         Nine months ended September 30, 2001 and 2000                                           5

         Unaudited Condensed Consolidated Statements of Cash Flows --
         Nine months ended September 30, 2001 and 2000                                           6

         Notes to Unaudited Condensed Consolidated Financial Statements                          7

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                                          13

Item 3.  Quantitative and Qualitative Disclosure about Market Risk
          There have been no significant changes since the annual report on Form
          10-K filed for the year ended December 31, 2000.

                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K                                                       19
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                      ISG Resources, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets

                                                                   -------------------------------------------------
                                                                         September 30,           December 31,
                                                                        2001 (Unaudited)             2000
                                                                   -------------------------------------------------
<S>                                                                      <C>                       <C>
Assets
Current assets:
   Cash and cash equivalents                                            $   13,799,261               $ 6,986,725
   Accounts receivable:
    Trade, net of allowance for doubtful accounts of
    $686,000 and $501,000, respectively                                     34,591,094                24,321,302
      Retainage                                                                257,048                   146,000
      Other                                                                    534,439                   686,684
   Income tax receivable                                                             -                 2,196,988
   Deferred tax asset                                                          655,469                   851,325
   Inventories                                                               7,436,072                 6,663,633
   Other current assets                                                      1,248,650                 1,057,890
                                                                   -------------------------------------------------
Total current assets                                                        58,522,033                42,910,547

Property, plant and equipment, net of accumulated depreciation of
   $16,958,548 and $12,777,609,
   respectively                                                             40,005,609                37,760,556
Intangible assets, net                                                     159,575,897               167,076,486
Debt issuance costs, net                                                     3,916,096                 4,524,473
Other assets                                                                   102,081                    62,313
                                                                   -------------------------------------------------
Total assets                                                             $ 262,121,716             $ 252,334,375
                                                                   =================================================

Liabilities and shareholder's equity Current liabilities:
   Accounts payable                                                       $ 18,230,066              $ 10,704,637
   Accrued liabilities:
      Payroll                                                                2,784,962                 2,406,172
      Interest                                                               4,840,044                 2,849,902
      Other                                                                  2,119,032                 1,826,232
   Other current liabilities                                                 1,386,603                   996,153
    Income taxes payable                                                     2,080,889                         -
                                                                     -----------------------------------------------
Total current liabilities                                                   31,441,596                18,783,096

Long-term debt                                                             164,643,900               165,000,000
Deferred tax liability                                                      36,055,651                37,702,524
Payable to Industrial Services Group                                         2,244,022                 2,244,022
Other liabilities                                                            1,955,716                 1,482,848

Shareholder's equity:
   Common stock, no par value; 100 shares
       authorized, issued and outstanding                                   34,745,050                34,745,050
   Cumulative foreign currency translation adjustment                          (64,894)                  (29,904)
   Retained deficit                                                         (8,899,325)               (7,593,261)
                                                                     -----------------------------------------------
Total shareholder's equity                                                  25,780,831                27,121,885
                                                                     -----------------------------------------------
Total liabilities and shareholder's equity                               $ 262,121,716             $ 252,334,375
                                                                     ===============================================

See accompanying notes.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                      ISG Resources, Inc. and Subsidiaries
            Unaudited Condensed Consolidated Statements of Operations

                                                             -------------------------------------------
                                                                       Three Months Ended
                                                                         September 30,
                                                             -------------------------------------------
                                                                     2001               2000
                                                             -------------------------------------------
<S>                                                             <C>                    <C>
Revenues:
   Product revenues                                             $    55,199,671      $    47,201,000
   Service revenues                                                   8,007,604            9,381,100
                                                             -------------------------------------------
                                                                     63,207,275           56,582,100

Costs and expenses:
   Cost of product revenues, excluding depreciation                  39,317,647           35,143,989
   Cost of service revenues, excluding depreciation                   5,937,774            6,325,765
   Depreciation and amortization                                      3,872,179            4,156,198
   New product development                                              490,027              551,187
   Selling, general and administrative expenses                       6,180,677            5,648,770
                                                             -------------------------------------------
                                                                     55,798,304           51,825,909
                                                             -------------------------------------------
Operating income                                                      7,408,971            4,756,191

Interest income                                                         110,913               13,174
Interest expense                                                     (4,398,510)          (4,086,488)
Other income                                                            139,525              229,038
                                                             -------------------------------------------
Income before income taxes                                            3,260,899              911,915
Income tax expense                                                   (1,559,619)            (619,594)
                                                             -------------------------------------------
Net income                                                      $     1,701,280        $     292,321
                                                             ===========================================
</TABLE>

See accompanying notes.

<PAGE>
<TABLE>
<CAPTION>

                      ISG Resources, Inc. and Subsidiaries
            Unaudited Condensed Consolidated Statements of Operations

                                                             -------------------------------------------
                                                                       Nine Months Ended
                                                                         September 30,
                                                             -------------------------------------------
                                                                     2001               2000
                                                             -------------------------------------------
<S>                                                             <C>                   <C>
Revenues:
   Product revenues                                             $   140,385,497      $   110,698,790
   Service revenues                                                  24,624,222           25,094,077
                                                             -------------------------------------------
                                                                    165,009,719          135,792,867

Costs and expenses:
   Cost of product revenues, excluding depreciation                 104,689,107           81,759,997
   Cost of service revenues, excluding depreciation                  16,944,653           17,428,495
   Depreciation and amortization                                     11,890,448           11,022,296
   New product development                                            1,654,845            1,628,308
   Selling, general and administrative expenses                      18,062,618           17,185,498
                                                             -------------------------------------------
                                                                    153,241,671          129,024,594
                                                             -------------------------------------------
Operating income                                                     11,768,048            6,768,273

Interest income                                                         353,103               34,748
Interest expense                                                    (12,772,801)         (11,487,575)
Other income                                                            149,419              434,640
                                                             -------------------------------------------
Loss before income taxes                                               (502,231)          (4,249,914)
Income tax benefit (expense)                                           (803,833)             554,522
                                                             -------------------------------------------
Net loss                                                        $    (1,306,064)      $   (3,695,392)
                                                             ===========================================
</TABLE>


See accompanying notes.

<PAGE>


                      ISG Resources, Inc. and Subsidiaries
            Unaudited Consolidated Statements of Comprehensive Income


                                           -------------------------------------
                                               Three months ended September 30
                                                  2001                2000
                                           -------------------------------------

Net income                                       $1,701,280           $292,321
Other comprehensive income net of tax:
   Foreign currency translation adjustment          (60,351)             3,477
                                           -------------------------------------
Comprehensive income                             $1,640,929           $295,798
                                           =====================================

See accompanying notes


<PAGE>

                      ISG Resources, Inc. and Subsidiaries
            Unaudited Consolidated Statements of Comprehensive Income


                                            ------------------------------------
                                               Nine months ended September 30
                                                 2001                2000
                                            ------------------------------------

Net loss                                       $(1,306,064)         $(3,695,392)
Other comprehensive loss net of tax:
   Foreign currency translation adjustment         (34,990)              (2,135)
                                            ------------------------------------
Comprehensive loss                             $(1,341,054)         $(3,697,527)
                                            ====================================

See accompanying notes

<PAGE>
<TABLE>
<CAPTION>

                      ISG Resources, Inc. and Subsidiaries
            Unaudited Condensed Consolidated Statements of Cash Flows


                                                                         ------------------------------------
                                                                                  Nine Months Ended
                                                                                   September 30,
                                                                         ------------------------------------
                                                                               2001             2000
                                                                         ------------------------------------

<S>                                                                       <C>               <C>
Operating activities
Net loss                                                                  $  (1,306,064)    $ (3,695,392)
Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities:
     Depreciation and amortization                                           11,890,448       11,022,296
     Amortization of debt issuance costs                                        708,830          594,696
     Loss on disposal of fixed assets                                            36,707           58,134
     Impairment of equipment and leasehold improvements                         291,778                -
     Deferred income taxes                                                   (1,451,017)      (1,625,295)
     Changes in operating assets and liabilities:
         Receivables                                                        (10,228,595)      (9,047,214)
         Inventory                                                             (772,439)        (925,203)
         Other current and non-current assets                                  (230,528)        (466,261)
         Accounts payable and accrued expenses                                9,787,161        7,481,535
         Other current and non-current liabilities                            4,441,195       (2,065,398)
                                                                         ------------------------------------
Net cash provided by (used in) operating activities                          13,167,476       (1,331,898)

Investing activities
Purchases of property, plant and equipment                                   (5,985,012)      (5,492,898)
Proceeds on sale of property, plant and equipment                               121,615          517,970
Acquisitions of businesses, net of cash acquired                                      -      (26,050,281)
Purchase of intangible assets                                                         -       (1,119,441)
                                                                         ------------------------------------
Net cash used in investing activities                                        (5,863,397)     (32,144,650)

Financing activities
Cash contribution from Parent                                                         -        9,745,000
Proceeds from long-term debt                                                          -      147,000,000
Payments on notes payable and long-term debt                                   (356,100)    (125,500,000)
Debt issuance costs incurred                                                   (100,453)        (430,113)
                                                                         ------------------------------------
Net cash (used in) provided by financing activities                            (456,553)      30,814,887

Effect of exchange rate changes on cash and
    cash equivalents                                                            (34,990)          (2,135)
                                                                         ------------------------------------
Net increase in cash and cash equivalents                                     6,812,536                -
Cash and cash equivalents at beginning of period                              6,986,725                -
                                                                         ------------------------------------
Cash and cash equivalents at end of period                                $  13,799,261     $          -
                                                                         ====================================

Cash paid for interest                                                    $  10,021,457     $  8,349,101
Cash paid (received) for income taxes                                     $  (2,058,526)    $  1,209,892
</TABLE>

See accompanying notes.


<PAGE>




                               ISG RESOURCES, INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

ISG  Resources,  Inc., a Utah  corporation  (the  "Company"),  is a wholly owned
subsidiary  of  Industrial  Services  Group,  Inc.  ("ISG").  ISG was  formed in
September 1997 and acquired the stock of JTM Industries, Inc. ("JTM") on October
14,  1997.  In 1998,  JTM  acquired  the  stock of  Pozzolanic  Resources,  Inc.
("Pozzolanic"), Power Plant Aggregates of Iowa, Inc. ("PPA"), Michigan Ash Sales
Company, d.b.a. U. S. Ash Company,  together with two affiliated companies, U.S.
Stabilization,  Inc. and Flo Fil Company, Inc., (collectively,  "U.S. Ash"), and
Fly  Ash  Products,   Inc.  ("Fly  Ash  Products")   (collectively,   the  "1998
Acquisitions").  Effective January 1, 1999, JTM, Pozzolanic,  PPA, U.S. Ash, Fly
Ash  Products  and their  wholly  owned  subsidiaries  merged  with and into the
Company (the "Merger").  Pneumatic Trucking,  Inc., a wholly owned subsidiary of
Michigan  Ash Sales  Company,  was not merged  into the  Company.  Consequently,
Pneumatic became a wholly owned subsidiary of the Company.

In 1999, the Company  acquired the stock of Best Masonry & Tool Supply ("Best"),
Mineral  Specialties,  Inc.  ("Specialties"),  Irvine Fly Ash, Inc.  ("Irvine"),
Lewis  W.  Osborne,   Inc.   ("Osborne"),   United  Terrazzo  Supply  Co.,  Inc.
("Terrazzo"),  and  Magna  Wall,  Inc.  ("Magna  Wall")  and  sold  all  of  the
outstanding stock of Pneumatic.

In 2000,  ISG Canada Limited ("ISG Canada") was formed and became a wholly owned
foreign  subsidiary  of the Company,  with fly ash  operations  beginning in the
second half of 2000.

In March  2000,  the  Company  acquired  directly  and  indirectly  through  ISG
Manufactured  Products,  Inc., all of the partnership interest of Don's Building
Supply L.L.P. ("Don's). In May 2000, the Company acquired the stock of Palestine
Concrete Tile Company, Inc. and certain associated real property  (collectively,
"Palestine").  In  September  2000,  the  Company  acquired  certain  fixed  and
intangible assets from Hanson Aggregates West, Inc. ("Hanson").

Each of the above  acquisitions  was accounted for under the purchase  method of
accounting and, accordingly,  the results of operations of each acquired company
have been included in the consolidated financial statements since the respective
date of acquisition.

These  financial  statements  reflect the  consolidated  financial  position and
results of  operations  of the Company and its wholly  owned  subsidiaries.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  reflect all  adjustments,  consisting of normal recurring
adjustments,  necessary to present  fairly the  financial  position,  results of
operations and cash flows of the Company,  for the respective periods presented.
The results of operations for an interim period are not  necessarily  indicative
of the results  which may be expected  for any other  interim  period or for the
year as a whole.

The preparation of financial  statements,  in conformity with generally accepted
accounting  principles,  requires  management to make estimates and  assumptions
that affect the reported  amounts of assets and  liabilities  and  disclosure of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Certain  information  and footnote  disclosures  normally  included in financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted.  The accompanying  unaudited  interim  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes in the Company's Form 10-K for the
fiscal year ended December 31, 2000.

The  consolidated  balance  sheet at December  31, 2000 was derived from audited
consolidated financial statements, but does not include all disclosures required
under  generally  accepted  accounting  principles.  Certain  amounts  have been
reclassified to conform to the September 30, 2001 presentation.

2.       Description of Business

The Company operates two principal  business  segments:  coal combustion product
(CCP) management and building materials manufacturing and distribution.  The CCP
division  purchases,  removes  and sells fly ash and other  by-products  of coal
combustion  to producers and  consumers of building  materials and  construction
related products  throughout the United States.  The building materials division
manufactures and distributes masonry  construction  materials to residential and
commercial contractors primarily in Texas, California, Georgia and Florida.

3.       New Product Development Costs

New product development costs consist of scientific research and development and
market development  expenditures.  Expenditures of $427,111 and $433,437 for the
three months ended September 30, 2001 and September 30, 2000, respectively,  and
expenditures  of $1,454,630 and  $1,301,050 for the nine months ended  September
30, 2001 and  September  30,  2000,  respectively,  were made for  research  and
development  activities  covering basic  scientific  research and application of
scientific  advances  to  the  development  of new  and  improved  products  and
processes.

Expenditures  of $62,916 and $117,750 for the three months ended  September  30,
2001 and  September 30, 2000,  respectively,  and  expenditures  of $200,215 and
$327,258 for the nine months ended  September  30, 2001 and  September 30, 2000,
respectively,  were made for market development  activities related to promising
new  and  improved  products  and  processes   identified  during  research  and
development  activities.  The Company expenses all new product development costs
as they are incurred.

4.       Inventories

The Company  accounts for inventory  balances  using the lower of cost or market
method on a first-in, first-out basis. Inventories consist of:


                                  -------------------- ---------------------
                                   September 30,           December 31,
                                        2001                   2000
                                  -------------------- ---------------------
                  Raw Materials      $     967,608           $ 1,062,436
                  Finished Goods         6,468,464             5,601,197
                                  -------------------- ---------------------
                                       $ 7,436,072           $ 6,663,633
                                  ==================== =====================



5.   Intangible Assets

Intangible assets consist of the following:

                                       -------------------- --------------------
                                        September 30,           December 31,
                                             2001                   2000
                                       -------------------- --------------------
          Goodwill                        $ 83,610,925           $ 83,610,925
          Contracts                        100,227,490            100,227,490
          Patents and licenses               3,446,584              3,787,431
          Assembled work force               2,815,233              2,815,233
                                       -------------------- --------------------
                                           190,100,232            190,441,079
          Less accumulated amortization    (30,524,335)           (23,364,593)
                                       -------------------- --------------------
                                         $ 159,575,897          $ 167,076,486
                                       ==================== ====================

Amortization  is  provided  over the  estimated  period  of  benefit,  using the
straight-line method, ranging from 8 to 25 years.


6.     Long-term Debt

Long-term debt consists of the following:

                                             ----------------- -----------------
                                              September 30,       December 31,
                                                   2001               2000
                                             ----------------- -----------------
      10% Senior Subordinated Notes due 2008     $100,000,000    $   100,000,000
      Secured Credit Facility                      64,643,900         65,000,000
                                             ----------------- -----------------
                                                 $164,643,900    $   165,000,000
                                             ================= =================

At  September  30,  2001,  $64.6  million of the  Secured  Credit  Facility  was
outstanding,  with no amount, as a result of financing covenants,  available for
additional borrowing under the facility.

7.     Other Obligations

In connection with the purchase of land for total  consideration of $1.5 million
during  the second  quarter  of 2001,  the  Company  incurred  a purchase  money
obligation  of $1.1  million.  The  obligation  is to be repaid in payments  due
October 31, 2001 of $300,000, due April 30, 2002 of $400,000 and due October 31,
2002 of $400,000.  The obligation  accrues interest at 8% annually.  The current
portion of $700,000 is classified in other current liabilities and the long term
portion of $400,000 is classified in other  liabilities on the combined  balance
sheet at September  30, 2001.  The $1.1 million is treated as a non-cash item on
the statement of cash flows.

During the second  quarter of 2001,  an  agreement  was  reached to  terminate a
license  contract.  The  termination  agreement  relieves  the Company of future
obligations  under the license  agreement of $300,000 in 2002,  $400,000 in 2003
and $500,000 in 2004 and each succeeding year until 2012.

8.    Recent Accounting Pronouncements

In  1998,  the  Financial  Accounting  Standards  Board  issued  SFAS  No.  133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  which was
subsequently  amended  by SFAS No.  137  "Accounting  for  Derivative  Financial
Instruments and Hedging  Activities-  Deferral of the Effective Date of SFAS No.
133" and SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain
Hedging Activities." SFAS No. 133 establishes accounting and reporting standards
requiring  that  every  derivative  instrument,   including  certain  derivative
instruments  embedded in other  contracts,  be recorded in the balance  sheet as
either an asset or  liability  measured at its fair value.  The  statement  also
requires that changes in the  derivative's  fair value be recognized in earnings
unless specific hedge  accounting  criteria are met. SFAS No. 133, as amended by
SFAS No. 137 and SFAS No. 138, is effective for all fiscal years beginning after
June 15, 2000. The Company adopted SFAS No. 133 in the first quarter of 2001. As
expected, the adoption did not have a material impact on the Company's financial
condition or results of operations.

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial Accounting Standards (SFAS) No. 141, "Business  Combinations," and No.
142, "Goodwill and Other Intangible Assets."

SFAS No. 141 requires  that the purchase  method of  accounting  be used for all
business   combinations   initiated   after   June   30,   2001.   Use   of  the
pooling-of-interests  method is no longer permitted.  SFAS No. 141 also includes
guidance on the  initial  recognition  and  measurement  of  goodwill  and other
intangible  assets  acquired in a business  combination  that is completed after
June 30, 2001.

SFAS No. 142 no longer permits the amortization of goodwill and indefinite-lived
intangible  assets.  Instead,  these  assets must be reviewed  annually (or more
frequently  under certain  conditions)  for  impairment in accordance  with this
statement.  This  impairment  test uses a fair value  approach  rather  than the
undiscounted  cash  flows  approach   previously   required  by  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of."  Intangible  assets  that do not have  indefinite  lives will
continue to be amortized  over their useful lives and reviewed for impairment in
accordance  with SFAS No.  121.  The  Company is  required to adopt SFAS No. 142
effective January 1, 2002.

Management is currently  evaluating the Company's  intangible assets in relation
to the  provisions of SFAS No. 142 to determine the impact that adoption of SFAS
No. 142 will have on the Company's results of operations or financial  position.
Management  anticipates that all  amortization of goodwill,  all amortization of
assembled workforce,  and a portion of amortization of intangible assets will no
longer be recorded in the  financial  statements.  The effect of  impairment  of
assets, if any, has not yet been evaluated.

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations".  SFAS No. 143 requires alternative  accounting treatment of assets
which are in the  process of  retirement.  The Company is required to adopt SFAS
No. 143 effective January 1, 2002. Management anticipates that there will not be
a significant effect on results of operations or financial position.

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets".  This Statement  addresses financial  accounting
and  reporting  for the  impairment  or  disposal  of  long-lived  assets.  This
Statement  supersedes FASB Statement No. 121,  "Accounting for the Impairment of
Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  Of ," and the
accounting  and  reporting  provisions  of APB  Opinion No. 30,  "Reporting  the
Results of  Operations  and  Reporting the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual,  and Infrequently  Occurring Events and
Transactions,"  for the  disposal  of a segment  of a  business  (as  previously
defined in that opinion).  This Statement also amends ARB No. 51,  "Consolidated
Financial Statements," to eliminate the consolidation for a subsidiary for which
control  is  likely to be  temporary.  We are  required  to adopt  SFAS No.  144
effective  January  1,  2002.  The  Company  is  evaluating  the  impact of this
Statement on its financial statements.

9.    Other Events

On February 24, 1999,  the Company  entered into an option  agreement to acquire
the stock of Tatum  Industries,  Inc.  (Tatum).  As part of that agreement,  the
Company  agreed to loan  Tatum  approximately  $50,000  per month for  operating
expenses and loan  servicing.  In November 2000, the note payable to the Company
was approximately $1.1 million. In December 2000, Tatum advised the Company that
they would not be able to repay the note and the  Company's  attempt to purchase
the  outstanding  stock of Tatum  was  unsuccessful.  As a result,  the  Company
expensed the $1.1 million note payable in the fourth quarter of 2000.

In addition to the option agreement, the Company continued to lease the building
and  equipment   under  a   month-to-month   lease  and  made   expenditures  of
approximately  $1.1 million in leasehold  improvements and equipment  purchases.
The  Company is  currently  in the process of  negotiating  the sale of its $1.1
million  investment  in leasehold  improvements  and equipment to a third party.
Based on these negotiations, the Company believes the assets are impaired and,as
such, recorded an impairment loss of approximately $292,000 on the assets during
the third quarter of 2001. After this impairment loss, the Company believes that
the sale of the  leasehold  improvements  and  equipment  will not  result  in a
significant  gain or loss;  however,  there is a risk  that  management  will be
unable to sell the assets for an amount  greater than or equal to the  remaining
net book value of the assets.

10.     Reportable Segments

As discussed in note 2, the Company operates in two reportable segments: the CCP
division  and  the  building  materials  division.  The  CCP  division  consists
primarily of three operating units that manage and market CCPs in North America.
The building materials division consists of six legal entities,  Best,  Osborne,
Terrazzo,  Magna  Wall,  Palestine,  and Don's.  The  Company's  two  reportable
segments  are  managed  separately  based on  fundamental  differences  in their
operations.

The Company  evaluates  financial  performance based on earnings from operations
before interest expense, income taxes, depreciation,  and amortization (EBITDA).
The  Company  derives a majority  of its  revenues  from CCP sales and the chief
operating  decision  makers  rely on  EBITDA to assess  the  performance  of the
segments and make  decisions  about  resources to be allocated to the  segments.
Accordingly,  EBITDA is  included in the  information  reported  below.  Certain
expenses are  maintained at the  Company's  corporate  headquarters  and are not
allocated to the segments.  Such expenses  primarily  include interest  expense,
corporate overhead costs, certain  non-recurring gains and losses and intangible
asset amortization.  Inter-segment sales are generally accounted for at cost and
are eliminated in consolidation.

The  building  materials  division  includes  financial  data for the six  legal
entities from their respective  dates of acquisition  through December 31, 2000.
Thus, the building materials division segment  information is not comparable for
the 2001 and 2000 periods.  Don's financial data is included from March 2, 2000,
Palestine from May 31, 2000, and Hanson from September 15, 2000.

Amounts  included in the "Other" column include  financial  information  for the
Company's corporate, R&D and other administrative business units.

Information about reportable segments, and reconciliation of such information to
the  consolidated  totals as of and for the three  months and nine months  ended
September 30, 2001 and September 30, 2000, is as follows:

<TABLE>
<CAPTION>

                                                         Building                          Consolidated
                                         CCP             Materials          Other              Total
                                   ---------------- ---------------- ----------------- -------------------
<S>                                   <C>               <C>                 <C>              <C>
Three months ended 9/30/01:
Revenue                               $ 50,941,736      $12,182,522          $ 83,017        $ 63,207,275
EBITDA                                  12,624,905        1,324,012        (2,417,329)         11,531,588
Total Assets                            61,358,601       49,362,512       151,400,603         262,121,716
Expenditures for PP&E                      911,012            4,026             1,324             916,362

Three months ended 9/30/00:
Revenue                               $ 42,376,943      $14,071,204         $ 133,953         $56,582,100
EBITDA                                   9,822,088        2,022,906        (2,690,393)          9,154,601
Total Assets                            57,142,521       48,140,650       149,350,186         254,633,357
Expenditures for PP&E                      387,539          439,916           122,483             949,938

Nine months ended 9/30/01:
Revenue                               $127,743,778      $37,060,321         $ 205,620        $165,009,719
EBITDA                                  27,878,190        3,729,602        (7,446,774)         24,161,018
Total Assets                            61,358,601       49,362,512       151,400,603         262,121,716
Expenditures for PP&E                    4,370,812        1,425,870           188,331           5,985,012

Nine months ended 9/30/00:
Revenue                               $103,429,165      $32,034,375         $ 329,327        $135,792,867
EBITDA                                  22,600,842        4,317,149        (8,658,034)         18,259,957
Total Assets                            57,142,521       48,140,650       149,350,186         254,633,357
Expenditures for PP&E                    3,781,141        1,322,738           389,019           5,492,898

</TABLE>



<PAGE>



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

The  following  discussion  and analysis of financial  condition  and results of
operations   should  be  read  in  conjunction  with  the  Unaudited   Condensed
Consolidated Financial Statements and Notes thereto included elsewhere herein.

General

ISG  Resources,  Inc., a Utah  corporation  (the  "Company"),  is a wholly owned
subsidiary  of  Industrial  Services  Group,  Inc.  ("ISG").  ISG was  formed in
September 1997 and acquired the stock of JTM Industries, Inc. ("JTM") on October
14,  1997.  In 1998,  JTM  acquired  the  stock of  Pozzolanic  Resources,  Inc.
("Pozzolanic"), Power Plant Aggregates of Iowa, Inc. ("PPA"), Michigan Ash Sales
Company d.b.a. U.S. Ash Company,  together with two affiliated  companies,  U.S.
Stabilization,  Inc., and Flo Fil Company, Inc., (collectively, "U.S. Ash"), and
Fly Ash Products Inc.  ("Fly Ash  Products").  Effective  January 1, 1999,  JTM,
Pozzolanic,  PPA, U.S. Ash, Fly Ash Products and their wholly owned subsidiaries
merged with and into the Company.  Pneumatic  Trucking,  Inc.  ("Pneumatic"),  a
wholly owned  subsidiary of Michigan Ash Sales Company,  was not merged into ISG
Resources, Inc. Consequently,  Pneumatic became a wholly owned subsidiary of the
Company.

In 1999, the Company  acquired the stock of Best Masonry & Tool Supply ("Best"),
Mineral  Specialties,  Inc.  ("Specialties"),  Irvine Fly Ash, Inc.  ("Irvine"),
Lewis  W.  Osborne,   Inc.   ("Osborne"),   United  Terrazzo  Supply  Co.,  Inc.
("Terrazzo"),   and  Magna  Wall,  Inc.   ("Magna  Wall")   (collectively,   the
"Acquisitions") and sold all of the outstanding stock of Pneumatic.

In 2000,  ISG Canada Limited ("ISG Canada") was formed and became a wholly owned
foreign  subsidiary  of the Company,  with fly ash  operations  beginning in the
second half of 2000.

In March  2000,  the  Company  acquired  directly  and  indirectly  through  ISG
Manufactured  Products,  Inc., all of the partnership interest of Don's Building
Supply L.L.P. ("Don's). In May 2000, the Company acquired the stock of Palestine
Concrete Tile Company, Inc. and certain associated real property  (collectively,
"Palestine").  In  September  2000,  the  Company  acquired  certain  fixed  and
intangible assets from Hanson Aggregates West, Inc. ("Hanson"), collectively the
"2000 Acquisitions."

The Acquisitions were accounted for under the purchase method of accounting and,
accordingly,  the results of operations of the  respective  companies  have been
included  in  the  consolidated   financial   statements  since  the  respective
acquisition  dates.   Accordingly,   the  financial  condition  and  results  of
operations of the Company after the Acquisitions are not directly  comparable to
the historical financial condition or results of operations.

The Company operates two principal  business  segments:  coal combustion product
(CCP) management and building materials manufacturing and distribution.  The CCP
division  purchases,  removes  and sells fly ash and other  by-products  of coal
combustion  to producers and  consumers of building  materials and  construction
related products  throughout the United States.  The building materials division
manufactures and distributes masonry  construction  materials to residential and
commercial contractors primarily in Texas, California, Georgia and Florida.

The  Company's  revenues  are  subject  to a pattern  of  seasonal  fluctuation,
concurrent with the construction  industry.  Because the Company's  products are
used as raw materials in other products,  the amount of revenue generated during
the year generally depends upon a number of factors, including the level of road
and other construction using concrete, weather conditions affecting the level of
construction,   general  economic  conditions,  and  other  factors  beyond  the
Company's control.

Results of Operations

Three Months Ended  September 30, 2001 compared to Three Months Ended  September
30, 2000

Revenues. Revenues were $63.2 million in the third quarter of 2001, representing
an increase of $6.6 million or 11.7%,  as compared to revenues of $56.6  million
in the third quarter of 2000. Product revenues increased to $55.2 million in the
third  quarter  of 2001  from  $47.2  million  in the  third  quarter  of  2000,
representing an increase of $8.0 million or 16.9%. Service revenues decreased to
$ 8.0  million  in the third  quarter  of 2001 from  $9.4  million  in the third
quarter of 2000,  representing a decrease of $1.4 million or 14.6%. The increase
in  product  revenues  in the  third  quarter  of 2001 is both  due to the  2000
Acquisitions  of  building  materials  entities  and to an  increase  in fly ash
revenues.  Fly ash revenues  increased as more capacity and marketing of fly ash
has  increased  the  customer  base.  The  decrease  in service  revenues is due
primarily to a decrease in disposal  revenue during the third quarter of 2001 as
compared to the third quarter of 2000.

Cost of Product  Revenues,  Excluding  Depreciation.  Cost of product  revenues,
excluding  depreciation,  was  $39.3  million  in the  third  quarter  of  2001,
representing  an  increase  of $4.2  million or 11.9%,  as  compared  to cost of
product revenues, excluding depreciation,  of $35.1 million in the third quarter
of 2000.  This  increase is due primarily to the  increasing  price of materials
procured  for sale and  increases  from the 2000  Acquisitions.  Cost of product
revenues, excluding depreciation, expressed as a percentage of product revenues,
decreased to 71.2% in the third  quarter of 2001 from 74.5% in the third quarter
of 2000.  This increase in product  margins is due a lower cost of materials for
fly ash and better cost controls on operating expenses.

Cost of Service  Revenues,  Excluding  Depreciation.  Cost of service  revenues,
excluding   depreciation  was  $5.9  million  in  the  third  quarter  of  2001,
representing  a decrease of $0.4 million or 6.1%, as compared to cost of service
revenues, excluding depreciation,  of $6.3 million in the third quarter of 2000.
This  decrease  reflects the fact that service  revenues  decreased in the third
quarter  of 2001 as  compared  to the  third  quarter  of 2000  and the  cost of
providing  those services also decreased.  As a percentage of service  revenues,
cost of service  revenues,  excluding  depreciation,  increased  to 74.2% in the
third  quarter of 2001 from 67.4% in the third  quarter of 2000.  This  increase
resulted from lower service  revenues,  as discussed  above,  with only slightly
lower total costs.

Depreciation and Amortization. Depreciation and amortization was $3.9 million in
the third quarter of 2001,  representing  a decrease of $0.3 million or 6.8%, as
compared to depreciation  and  amortization of $4.2 million in the third quarter
of 2000.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses ("SG&A") were $6.2 million in the third quarter of 2001,
representing  an increase of $0.5 million or 9.4%,  as compared to SG&A expenses
of $5.6 million in the third quarter of 2000. This increase in SG&A is primarily
due to an increase in sales and marketing efforts.

New Product  Development.  New product  development  costs consist of scientific
research and development and market development  expenditures.  Expenditures for
scientific  research and development in the third quarter of 2001 as compared to
the  third  quarter  of  2000  decreased  to $0.4  million  from  $0.4  million.
Expenditures of $0.1 million were made for market  development  during the third
quarter  of  2001  as  compared  to  expenditures  of $0.1  million  for  market
development  during the third quarter of 2000. The  continuation  of new product
development  costs  demonstrates  the Company's  commitment  to  developing  and
marketing value added products that utilize CCPs and related materials.

Interest  Expense.  Interest  expense  increased  to $4.4  million  in the third
quarter of 2001 from $4.1 million in the third  quarter of 2000.  This  increase
was the result of an increase in indebtedness from the third quarter of 2000.

Income Taxes.  Income tax expense was $1.6 million in the third quarter of 2001,
representing  an increase  of $0.9  million as compared to income tax expense of
$0.6 million in the third  quarter of 2000.  This increase in income tax expense
is a result of higher taxable income as compared to the prior year.

Net Income.  As a result of the  factors  discussed  above,  net income was $1.7
million in the third quarter of 2001 compared to a net income of $0.3 million in
the third quarter of 2000.

Nine Months Ended September 30, 2001 compared to Nine Months Ended September 30,
2000

Revenues.  Revenues were $165.0 million in the nine months of 2001, representing
an  increase  of $ 29.2  million or 21.5%,  as  compared  to  revenues of $135.8
million in the nine months of 2000. Product revenues increased to $140.4 million
in the nine  months  of 2001 from  $110.7  million  in the nine  months of 2000,
representing an increase of $29.7 million or 26.8 %. Service revenues  decreased
to $24.6  million  in the nine  months of 2001 from  $25.1  million  in the nine
months of 2000, representing a decrease of $0.5 million or 1.9%. The increase in
product  revenues in the nine months of 2001 is due primarily to the addition of
product revenue related to the 2000  Acquisitions and increasing  revenue in fly
ash operations.  The decrease in service revenues reflects a decrease in revenue
generated from construction projects and a decrease of disposal revenue.

Cost of Product  Revenues,  Excluding  Depreciation.  Cost of product  revenues,
excluding  depreciation,  was  $104.7  million  in  the  nine  months  of  2001,
representing  an  increase  of $22.9  million or 28.0%,  as  compared to cost of
product revenues, excluding depreciation, of $81.8 million in the nine months of
2000. As a percentage of product revenues,  cost of product revenues,  excluding
depreciation,  increased  to 74.6% in the nine  months of 2001 from 73.9% in the
nine months of 2000.  This  increase is due  primarily  to two  factors:  1) the
inclusion  of  cost  of  product  revenues  of  2000  Acquisitions  since  their
respective dates of acquisition;  and 2) the slightly decreased cost of material
in the CCP division.

Cost of Service  Revenues,  Excluding  Depreciation.  Cost of service  revenues,
excluding  depreciation was $16.9 million in the nine months of 2001 as compared
to cost of service  revenues,  excluding  depreciation,  of $17.4 million in the
nine  months of 2000.  As a  percentage  of  service  revenues,  cost of service
revenues, excluding depreciation,  decreased to 68.8% in the nine months of 2001
as  compared  to 69.5% in the nine  months  of 2000.  This  decrease  was due to
continued process efficiencies in disposal techniques.

Depreciation and  Amortization.  Depreciation and amortization was $11.9 million
in the nine months of 2001, representing an increase of $0.9 million or 7.9%, as
compared to depreciation and amortization of $11.0 million in the nine months of
2000.  This increase  resulted  primarily from increased  depreciation  of fixed
assets and  amortization of goodwill and other  intangible  assets recorded as a
result of the 2000 Acquisitions.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses ("SG&A") were $18.0 million in the nine months of 2001,
representing  an increase of $0.9 million or 5.1%,  as compared to SG&A expenses
of $17.2  million in the nine months of 2000.  This  increase  in SG&A  expenses
reflects  incremental  SG&A  costs  resulting  from  the  operation  of the 2000
Acquisitions as well as an increase in sales and marketing efforts.

New Product  Development.  New product  development  costs consist of scientific
research and development and market  development  expenditures.  Expenditures of
$1.4 million were made for scientific  research and development  during the nine
months of 2001 as  compared  to $1.3  million  during  the nine  months of 2000.
Expenditures  of $0.2 million were made for market  development  during the nine
months of 2001, as compared to $0.3 million  during the nine months of 2000. The
investment  in  new  product   development  costs   demonstrates  the  Company's
commitment to developing  and marketing  value added  products that utilize CCPs
and related materials.

Interest Expense. Interest expense increased to $12.8 million in the nine months
of 2001 from $11.5 million in the nine months of 2000,  primarily as a result of
an increase in outstanding indebtedness due to the 2000 acquisitions

Income  Taxes.  Income tax expense was $0.8 million for the nine months of 2001,
as  compared  to the income tax  benefit of $0.6  million in the nine  months of
2000.  This change  reflects an increase in taxable income in the nine months of
2001.  Taxable  income is  calculated  considering  non-deductible  amortization
expense related to most of the Company's acquisitions.

Net Income.  As a result of the factors  discussed  above, the net loss was $1.3
million in the nine months of 2001 as compared to a net loss of $3.7  million in
the nine months of 2000.

Liquidity and Capital Resources

The Company  financed  the 1998 and 1999  Acquisitions  through the  issuance of
$100.0  million,  10% Senior  Subordinated  Notes due 2008 and borrowings on its
Secured Credit  Facility (as  subsequently  amended and  restated).  The Company
financed the  acquisition of Palestine by obtaining a $15.0 million  increase in
the Secured Credit Facility on May 26, 2000  (discussed  below) and receiving an
equity  contribution of  approximately  $9.7 million from ISG on April 19, 2000.
Operating and capital  expenditures  have been financed  primarily  through cash
flow from operations and borrowings under the Secured Credit Facility.

The Secured Credit Facility has been amended a number of times. On May 26, 2000,
the Secured  Credit  Facility was amended and  restated to, among other  things,
increase the  borrowings  available  to the Company from $50.0  million to $65.0
million.

On August 8, 2000, the amended and restated  secured credit  agreement dated May
26, 2000 was amended in order to modify certain debt covenants  contained in the
credit agreement.  Primarily,  a minimum  consolidated  Earnings Before Interest
Expense,  Income Tax Expense,  Depreciation  Expense,  and Amortization  Expense
(EBITDA)  debt  covenant was added.  The minimum  consolidated  EBITDA  covenant
requires the Company to maintain a minimum  EBITDA  amount as of the last day of
every fiscal quarter through June 30, 2003 at levels set forth in the agreement.

On March 30, 2001, the amended and restated  secured credit  agreement dated May
26,  2000 and  subsequently  amended on August 8, 2000,  was amended in order to
modify  certain  debt  covenants  contained  in the  agreement.  The amended and
restated secured credit facility  continues to require the Company to not exceed
a maximum leverage ratio, to not drop below a minimum  interest  coverage ratio,
to not drop  below a minimum  consolidated  EBITDA  level,  and to  comply  with
certain  other  financial  and  non-financial   covenants.  The  Company  is  in
compliance with all such covenants.

At  September  30,  2001,  the  Company  had  $13.8  million  in cash  and  cash
equivalents  and $64.6 million of the Secured Credit  Facility was  outstanding,
with no amount  available  for  additional  borrowing  under the  facility.  The
Company had working capital of approximately  $27.1 million, an increase of $3.0
million from December 31, 2000, due to an increase in cash and cash equivalents,
trade accounts receivable, and inventory.

The Company  intends to make capital  expenditures  over the next several  years
principally to construct storage, loading and processing facilities for CCPs and
to replace  existing capital  equipment.  During the nine months ended September
30, 2001,  capital  expenditures  amounted to  approximately  $6.0 million.  The
Company  expects  that  capital  expenditures  made in the  ordinary  course  of
business will be funded by cash flow from operations.

The  Company  anticipates  that its  principal  use of cash will be for  working
capital requirements, debt service requirements and capital expenditures.  Based
upon current and anticipated levels of operations, the Company believes that its
cash flow from operations will be adequate to meet its anticipated  requirements
for working capital,  capital  expenditures  and interest  payments for the next
several  years.  There  can  be no  assurance,  however,  that  cash  flow  from
operations  will be sufficient to service the Company's debt and the Company may
be  required to  refinance  all or a portion of its  existing  debt or to obtain
additional  financing.  These increased borrowings may result in higher interest
payments.  There can be no assurance that any such refinancing would be possible
or that any  additional  financing  could be obtained.  The  inability to obtain
additional financing could have a material adverse effect on the Company.

Other Events

On February 24, 1999,  the Company  entered into an option  agreement to acquire
the stock of Tatum  Industries,  Inc.  (Tatum).  As part of that agreement,  the
Company  agreed to loan  Tatum  approximately  $50,000  per month for  operating
expenses and loan  servicing.  In November 2000, the note payable to the Company
was approximately $1.1 million. In December 2000, Tatum advised the Company that
they would not be able to repay the note and the  Company's  attempt to purchase
the  outstanding  stock of Tatum  was  unsuccessful.  As a result,  the  Company
expensed the $1.1 million note payable in the fourth quarter of 2000.

In addition to the option agreement, the Company continued to lease the building
and  equipment   under  a   month-to-month   lease  and  made   expenditures  of
approximately  $1.1 million in leasehold  improvements and equipment  purchases.
The  Company is  currently  in the process of  negotiating  the sale of its $1.1
million  investment  in leasehold  improvements  and equipment to a third party.
Based on these negotiations, the Company believes the assets are impaired and,as
such, recorded an impairment loss of approximately $292,000 on the assets during
the third quarter of 2001. After this impairment loss, the Company believes that
the sale of the  leasehold  improvements  and  equipment  will not  result  in a
significant  gain or loss;  however,  there is a risk  that  management  will be
unable to sell the assets for an amount  greater than or equal to the  remaining
net book value of the assets.

Recent Accounting Pronouncements

In  1998,  the  Financial  Accounting  Standards  Board  issued  SFAS  No.  133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  which was
subsequently  amended  by SFAS No.  137  "Accounting  for  Derivative  Financial
Instruments and Hedging  Activities-  Deferral of the Effective Date of SFAS No.
133" and SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain
Hedging Activities." SFAS No. 133 establishes accounting and reporting standards
requiring  that  every  derivative  instrument,   including  certain  derivative
instruments  embedded in other  contracts,  be recorded in the balance  sheet as
either an asset or  liability  measured at its fair value.  The  statement  also
requires that changes in the  derivative's  fair value be recognized in earnings
unless specific hedge  accounting  criteria are met. SFAS No. 133, as amended by
SFAS No. 137 and SFAS No. 138, is effective for all fiscal years beginning after
June 15, 2000. The Company adopted SFAS No. 133 in the first quarter of 2001. As
expected, the adoption did not have a material impact on the Company's financial
condition or results of operations.

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial Accounting Standards (SFAS) No. 141, "Business  Combinations," and No.
142, "Goodwill and Other Intangible Assets."

SFAS No. 141 requires  that the purchase  method of  accounting  be used for all
business   combinations   initiated   after   June   30,   2001.   Use   of  the
pooling-of-interests  method is no longer permitted.  SFAS No. 141 also includes
guidance on the  initial  recognition  and  measurement  of  goodwill  and other
intangible  assets  acquired in a business  combination  that is completed after
June 30, 2001.

SFAS No. 142 no longer permits the amortization of goodwill and indefinite-lived
intangible  assets.  Instead,  these  assets must be reviewed  annually (or more
frequently  under certain  conditions)  for  impairment in accordance  with this
statement.  This  impairment  test uses a fair value  approach  rather  than the
undiscounted  cash  flows  approach   previously   required  by  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of."  Intangible  assets  that do not have  indefinite  lives will
continue to be amortized  over their useful lives and reviewed for impairment in
accordance  with SFAS No.  121.  The  Company is  required to adopt SFAS No. 142
effective January 1, 2002.

Management is currently  evaluating the Company's  intangible assets in relation
to the  provisions of SFAS No. 142 to determine the impact that adoption of SFAS
No. 142 will have on the Company's results of operations or financial  position.
Management  anticipates that all  amortization of goodwill,  all amortization of
assembled workforce,  and a portion of amortization of intangible assets will no
longer be recorded in the  financial  statements.  The effect of  impairment  of
assets, if any, has not yet been evaluated.

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations".  SFAS No. 143 requires alternative  accounting treatment of assets
which are in the  process of  retirement.  The Company is required to adopt SFAS
No. 143 effective January 1, 2002. Management anticipates that there will not be
a significant effect on results of operations or financial position.

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets".  This Statement  addresses financial  accounting
and  reporting  for the  impairment  or  disposal  of  long-lived  assets.  This
Statement  supersedes FASB Statement No. 121,  "Accounting for the Impairment of
Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  Of ," and the
accounting  and  reporting  provisions  of APB  Opinion No. 30,  "Reporting  the
Results of  Operations  and  Reporting the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual,  and Infrequently  Occurring Events and
Transactions,"  for the  disposal  of a segment  of a  business  (as  previously
defined in that opinion).  This Statement also amends ARB No. 51,  "Consolidated
Financial Statements," to eliminate the consolidation for a subsidiary for which
control  is  likely to be  temporary.  We are  required  to adopt  SFAS No.  144
effective  January  1,  2002.  The  Company  is  evaluating  the  impact of this
Statement on its financial statements.



ISG Resources, Inc.

                                  -------------

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

                  None

Item 2.  Changes in Securities and Use of Proceeds

                  None

Item 3.  Defaults upon Senior Securities

                  None

Item 4.  Submission of Matters to a Vote of Security Holders

                  None

Item 5.  Other Information

                  None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

        Item                                                        Exhibit
         No.                    Item Title                            No.
         ---      -----------------------------------------           ---

         (2)      Plan   of    acquisition,    reorganization,
                  arrangement,  liquidation or succession: Not
                  Applicable

         (3)      Articles of Incorporation  and By-Laws:  Not
                  Applicable

         (4)      Instruments  defining the rights of security
                  holders,     including    indentures:    Not
                  Applicable

         (10)     Material Contracts: Not Applicable

         (11)     Statement regarding computation of per share
                  earnings   is  not   required   because  the
                  relevant   computations   can   be   clearly
                  determined  from the  material  contained in
                  the Financial Statements included herein.

         (15)     Letter  re   unaudited   interim   financial
                  information: Not Applicable

         (18)     Letter re change in  accounting  principles:
                  Not Applicable

         (19)     Report  furnished to security  holders:  Not
                  Applicable

         (22)     Published report regarding matters submitted
                  to vote of security holders: Not Applicable

         (23)     Consents   of  expert   and   counsel:   Not
                  Applicable

         (99)     Additional Exhibits: Not Applicable


(b)      Reports on Form 8-K

                  None


<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.


Date:  November 6, 2001                 ISG RESOURCES, INC.


                                        /s/ J. I. Everest, II
                                        -------------------------------------
                                        J. I. Everest, II
                                        Chief Financial Officer and Treasurer

(As both a duly  authorized  officer of the Company and as  principal  financial
officer of the Company)