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 June 30, 1999.

                                       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: 333-56217.



                               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 July 31, 1999:



 Classes of Common Stock                            Number of shares outstanding
--------------------------                          ----------------------------
Common Stock, $1 par value                                        100


<PAGE>


                               ISG Resources, Inc.

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

                               INDEX TO FORM 10-Q



                         PART I -- FINANCIAL INFORMATION


Item 1.  Financial Statements                                               Page
         --------------------                                               ----
         Unaudited Condensed Consolidated Balance Sheets --
         June 30, 1999 and December 31, 1998 ..................................1

         Unaudited Condensed Consolidated Statements of Operations --
         Three months ended June 30, 1999 and 1998 and
         Six months ended June 30, 1999 and 1998 ..............................2

         Unaudited Condensed Consolidated Statements of Cash Flows --
         Six months ended June 30, 1999 and 1998 ..............................4

         Notes to Unaudited Condensed Consolidated Financial Statements .......5

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations ........................7

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

         There have been no  significant  changes  since the annual  report Form
         10-K filed for the year ended December 31, 1998.




                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K ....................................11

<PAGE>
<TABLE>
<CAPTION>
                                       ISG Resources, Inc. and Subsidiaries
                                  Unaudited Condensed Consolidated Balance Sheets

                                                                           June 30,             December 31,
                                                                             1999                   1998
<S>                                                                     <C>                      <C>
Assets
Current assets:
   Cash and cash equivalents                                            $           -            $            -
   Accounts receivable:
       Trade, net of allowance for doubtful accounts of
          $154,220 and $170,000, respectively                               25,725,886                14,975,729
       Retainage                                                               417,465                   660,609
       Other                                                                   765,642                   296,966
   Deferred tax asset                                                          227,990                   251,355
   Inventories                                                               2,730,662                   387,258
   Other current assets                                                      1,017,814                   645,969
Total current assets                                                        30,885,459                17,217,886

Property, plant and equipment, net of accumulated depreciation of
   $5,785,636 and $3,562,086, respectively                                  32,790,436                28,139,108
Intangible assets, net                                                     157,152,406               140,835,640
Other assets                                                                 5,487,246                 5,539,102
Total assets                                                            $  226,315,547           $   191,731,736
------------------------------------------------------------------------=================        ==================

Liabilities and shareholders' equity
Current liabilities:
   Accounts payable                                                     $   11,251,542           $     4,066,487
   Accrued liabilities:
      Payroll                                                                3,155,419                 1,801,657
      Interest                                                               2,215,194                 2,106,054
      Other                                                                  2,508,510                 1,534,971
   Income taxes payable                                                      1,591,279                   422,963
   Other current liabilities                                                   688,359                   500,000
                                                                        -----------------        ------------------
Total current liabilities                                                   21,410,303                10,432,132

Long-term debt                                                             136,000,000               110,000,000
Deferred tax liability                                                      40,528,425                41,286,434
Other liabilities                                                            2,377,297                 2,488,954

Shareholders' equity:
   Common stock, par value $1 per share; 100 shares authorized,
     issued and outstanding                                                        100                       100
   Additional paid-in capital                                               24,999,950                24,999,950
   Retained earnings                                                           999,472                 2,524,166
                                                                        -----------------        ------------------
Total shareholders' equity                                                  25,999,522                27,524,216
                                                                        -----------------        ------------------
Total liabilities and shareholders' equity                              $  226,315,547           $   191,731,736
                                                                        =================        ==================
See accompanying notes.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                       ISG Resources, Inc. and Subsidiaries
                             Unaudited Condensed Consolidated Statements of Operations


                                                                              Three Months
                                                                             Ended June 30,
                                                                 -----------------------------------------
                                                                        1999                 1998
                                                                 -----------------------------------------
<S>                                                              <C>                  <C>
Revenues:
   Product revenues                                              $    31,087,379      $    21,942,149
   Service revenues                                                    9,044,679            8,742,594
                                                                 -------------------  --------------------
                                                                      40,132,058           30,684,743

Costs and expenses:
   Cost of product revenues, excluding depreciation                   21,051,260           14,178,197
   Cost of service revenues, excluding depreciation                    6,329,610            6,204,357
   Depreciation and amortization                                       3,026,875            2,382,254
   Selling, general and administrative expenses                        4,987,001            3,178,821
   New product development                                               509,988                  -
                                                                 -------------------  --------------------
                                                                      35,904,734           25,943,629
                                                                 -------------------  --------------------
Operating income                                                       4,227,324            4,741,114

Interest income                                                           11,547               40,106
Interest expense                                                      (3,333,461)          (2,498,127)
Other income and expense                                                 (18,545)               1,598
                                                                 -------------------  --------------------
Income before income taxes                                               886,865            2,284,691
Income tax expense                                                      (567,936)          (1,184,695)
                                                                 -------------------  --------------------

Net income                                                       $       318,929      $     1,099,996
                                                                 ===================  ====================


See accompanying notes.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                       ISG Resources, Inc. and Subsidiaries
                             Unaudited Condensed Consolidated Statements of Operations

                                                                                Six Months
                                                                              Ended June 30,
                                                                -----------------------------------------
                                                                      1999                   1998
                                                                 ----------------------------------------
<S>                                                              <C>                  <C>
Revenues:
   Product revenues                                              $    52,470,939      $    31,554,414
   Service revenues                                                   17,097,611           14,524,849
                                                                 -------------------  -------------------
                                                                      69,568,550           46,079,263

Costs and expenses:
   Cost of product revenues, excluding depreciation                   36,112,752           20,865,917
   Cost of service revenues, excluding depreciation                   12,219,151           11,390,401
   Depreciation and amortization                                       6,095,111            3,568,126
   Selling, general and administrative expenses                        9,782,872            4,829,920
   New product development                                               842,899                   -
                                                                 -------------------  -------------------
                                                                      65,052,785           40,654,364
                                                                 -------------------  -------------------
Operating income                                                       4,515,765            5,424,899

Interest income                                                           21,178               92,210
Interest expense                                                      (6,521,372)          (3,474,431)
Other income and expense                                                  (5,099)               2,720
                                                                 -------------------  -------------------
Income (loss) before income taxes                                     (1,989,528)           2,045,398
Income tax benefit (expense)                                             464,834           (1,196,370)

                                                                 -------------------  -------------------
Net income (loss)                                                $    (1,524,694)     $       849,028
                                                                 ===================  ===================

See accompanying notes.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                       ISG Resources, Inc. and Subsidiaries
                             Unaudited Condensed Consolidated Statements of Cash Flows

                                                                                     Six Months
                                                                                   Ended June 30,
                                                                               1999             1998
<S>                                                                      <C>                 <C>
Operating activities
Net income (loss)                                                        $   (1,524,694)     $      849,028
Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:
     Depreciation and amortization                                            6,095,111           3,568,126
     Amortization of debt issuance costs                                        343,298             128,364
     Loss on sale of fixed assets                                                32,522                -
     Deferred income taxes                                                     (721,239)           (881,662)
     Changes in operating assets and liabilities:
         Receivables                                                         (8,766,192)         (5,372,583)
         Inventories                                                         (1,037,935)                -
         Other current and non-current assets                                  (276,873)            388,733
         Accounts payable                                                     5,734,197           1,767,483
         Accrued expenses                                                     2,040,439           1,822,854
         Other current and non-current liabilities                            1,118,673           1,659,809
Net cash provided by operating activities                                     3,037,307           3,930,152

Investing activities
Purchases of property, plant and equipment                                   (4,996,113)         (2,193,929)
Proceeds on sale of property, plant and equipment                                29,076             118,896
Acquisitions of businesses, net of cash acquired                            (22,750,012)        (77,666,940)
Purchase of intangible assets                                                  (985,109)                -
Net cash used in investing activities                                       (28,702,158)     $  (79,741,973)

Financing activities
Proceeds from long-term debt                                                 58,000,000         142,500,000
Payments on notes payable and long-term debt                                (32,000,000)        (63,500,000)
Debt issuance costs incurred                                                   (335,149)         (4,697,003)
Net cash provided by financing activities                                    25,664,851          74,302,997

Net decrease in cash and cash equivalents                                           -            (1,508,824)
Cash and cash equivalents at beginning of period                                    -             3,068,980
Cash and cash equivalents at end of period                               $          -        $    1,560,156
                                                                         ==================  ==================

Cash paid for interest                                                   $    6,068,934      $      609,798
                                                                         ==================  ==================
Cash paid (received) for income taxes                                    $   (1,000,000)     $      880,707
-------------------------------------------------------------------------==================  ==================
See accompanying notes.
</TABLE>
<PAGE>

                               ISG RESOURCES, INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

These  financial  statements  reflect the  consolidated  financial  position and
results of operations of ISG Resources,  Inc., (the  "Company"),  and its wholly
owned subsidiaries,  Pneumatic Trucking, Inc. ("Pneumatic") and Best Masonry and
Tool Supply, Inc. ("Best"),  as of and for the quarter and six months ended June
30, 1999.  All  significant  intercompany  accounts and  transactions  have been
eliminated in consolidation.

On May 27, 1999, the Company  completed the acquisition of all outstanding stock
of Mineral  Specialties,  Inc. The consideration paid consisted of approximately
$1.3 million in cash. On June 1, 1999, the Company  completed the acquisition of
all outstanding stock of Irvine Fly Ash, Inc. The  consideration  paid consisted
of  approximately  $6.0 million in cash.  Both  acquisitions  were accounted for
using the purchase method and, accordingly,  the results of operations have been
included  in  the  consolidated   financial   statements  since  the  respective
acquisition  dates.  Subsequent to acquisition,  Mineral  Specialties,  Inc. and
Irvine Fly Ash, Inc. were dissolved and merged into the Company.

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 the three and  six-month  periods ended June 30,
1999 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, 1998.

The  consolidated  balance  sheet at December  31, 1998 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 June 30, 1999 presentation.

2.    New Product Development Costs

New product development costs consist of scientific research and development and
market development  expenditures.  Expenditures of $661,000 and $406,000 for the
six months and quarter ended June 30, 1999, respectively, were made for research
and  development   activities   covering  basic  scientific   research  and  the
application  of  scientific  advances  to the  development  of new and  improved
products and processes. Expenditures of $182,000 and $104,000 for the six months
and quarter ended June 30, 1999, 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.

3.    Inventories

Inventories  are valued at lower of cost  (computed  on the  average,  first-in,
first-out or last-in,  first-out method),  or net realizable value.  Inventories
consist of:

                                             June 30,            December 31,
                                              1999                  1998
                                       -------------------   -------------------
         Raw Materials                 $      144,486        $         -
         Finished Goods                     2,586,176              387,258
                                       -------------------   -------------------
                                       $    2,730,662        $     387,258
                                       ===================   ===================



4.   Intangible Assets

Intangible assets consist of the following:

                                                June 30,           December 31,
                                                 1999                 1998
                                          -----------------    -----------------
         Goodwill                         $     63,445,313     $     44,018,454
         Contracts                              98,402,924           97,960,644
         Patents and licenses                    2,787,431            2,471,584
         Assembled work force                    2,700,233            2,700,233
                                          -----------------    -----------------
                                               167,335,901          147,150,915
         Less accumulated amortization         (10,183,495)          (6,315,275)
                                          -----------------    -----------------
                                          $    157,152,406     $    140,835,640
                                          =================    =================

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


5.     Long-term Debt

Long-term debt consists of the following:

                                                      June 30,      December 31,
                                                       1999            1998
                                                   -------------   -------------
         10% Senior Subordinated Notes due 2008    $ 100,000,000   $ 100,000,000
         Secured Credit Facility                      36,000,000      10,000,000
                                                   -------------   -------------
                                                   $ 136,000,000   $ 110,000,000
                                                   =============   =============

On April 30, 1999, the Secured Credit Facility was increased from $35,000,000 to
$50,000,000.  At June 30, 1999,  $14,000,000  was unused and available under the
Secured Credit Facility


                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. (the "Company") is the leading manager and marketer of coal
combustion  products  ("CCPs")  throughout North America.  The Company generates
revenues  from  marketing  products to its  customers  and  providing  materials
management,  engineering and construction services to its clients. The Company's
strategic   objectives  include  the  maintenance  and  expansion  of  long-term
contractual  relationships,  the  increase  in  product  sales and  applications
through  cross-marketing and further  technological  advances and the pursuit of
strategic acquisitions.

On January 7, 1999, the Company  acquired all of the  outstanding  stock of Best
Masonry and Tool Supply  ("Best") for  approximately  $13.3 million and paid off
outstanding  debt of Best  approximating  $2.4  million.  Best is engaged in the
retail  and  wholesale   distribution  of  masonry  construction   materials  to
residential  and commercial  contractors  from its Texas and Georgia  locations.
Best  also  produces  its own  brand  named  formulas  of  manufactured  masonry
products.  With the acquisition of Best, the Company is expanding its activities
to the  manufacture  and  retail  sale  of  products  that  include  CCPs as raw
materials and, thus, increasing the demand and usage of CCPs in various building
products industries.

On May 27, 1999, the Company  completed the  acquisition of all the  outstanding
stock of Mineral  Specialties,  Inc ("Mineral  Specialties").  The consideration
paid  consisted  of  approximately  $1.3 million in cash.  On June 7, 1999,  the
Company  completed the acquisition of all  outstanding  stock of Irvine Fly Ash,
Inc. ("Irvine").  The consideration paid consisted of approximately $6.0 million
in cash. With the  acquisitions of Mineral  Specialties and Irvine,  the Company
acquired key competitors in diverse  geographic regions that will complement and
strengthen the Company's products and services offered.

During 1998, the Company completed the acquisitions of several CCP companies, as
discussed in Form 10-K for the year ended December 31, 1998. These  acquisitions
as well as the acquisitions of Best,  Mineral  Specialties and Irvine (the "1999
Acquisitions"), (collectively, 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  is not directly
comparable to the historical financial condition or results of operations.

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 June 30, 1999 compared to Three Months Ended June 30, 1998

Revenues.   Revenues  were  $40.1  million  in  the  second   quarter  of  1999,
representing  an increase of $9.4  million or 30.6%,  as compared to revenues of
$30.7 million in the second quarter of 1998. Product revenues increased to $31.1
million in the second  quarter of 1999 from $21.9 million in the second  quarter
of 1998,  representing  an increase of $9.2 million or 42.0%.  Service  revenues
increased to $9.0 million in the second quarter of 1999 from $8.7 million in the
second  quarter of 1998,  representing  an increase of $0.3 million or 3.4%. The
increase in product  revenues in the second  quarter of 1999 is due primarily to
the 1999 Acquisitions.

Cost of Product  Revenues,  Excluding  Depreciation.  Cost of product  revenues,
excluding  depreciation,  was  $21.1  million  in the  second  quarter  of 1999,
representing  an  increase  of $6.9  million or 48.6% , as  compared  to cost of
product revenues, excluding depreciation, of $14.2 million in the second quarter
of 1998.  This  increase is due  primarily  to the  inclusion of cost of product
revenues of the 1999  Acquisitions  since their respective dates of acquisition.
As a  percentage  of  product  revenues,  cost of  product  revenues,  excluding
depreciation, increased to 67.7% in the second quarter of 1999 from 64.6% in the
second  quarter of 1998.  This  increase was  primarily  due to lower margins on
product  revenues  derived  from  the  1999  Acquisitions   countered  by  price
increases.

Cost of Service  Revenues,  Excluding  Depreciation.  Cost of service  revenues,
excluding  depreciation,  was  $6.3  million  in the  second  quarter  of  1999,
representing an increase of $0.1 million or 1.6%, as compared to cost of service
revenues, excluding depreciation, of $6.2 million in the second quarter of 1998.
This  increase is due primarily to the increase in service  revenues  during the
same time period. As a percentage of service revenues, cost of service revenues,
excluding depreciation,  remained fairly constant at 70.0% in the second quarter
of 1999 from 71.0% in the second quarter of 1998.

Depreciation and Amortization. Depreciation and amortization was $3.0 million in
the second quarter of 1999,  representing  an increase of $0.6 million or 25.0%,
as compared  to  depreciation  and  amortization  of $2.4  million in the second
quarter of 1998. This increase resulted primarily from the depreciation of fixed
assets and  amortization of goodwill and other  intangible  assets recorded as a
result of the 1999 Acquisitions.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  ("SG&A")  were $5.0  million in the second  quarter of
1999,  representing  an increase of $1.8  million or 56.3%,  as compared to SG&A
expenses of $3.2 million in the second  quarter of 1998.  This  increase in SG&A
expenses  reflects  incremental  SG&A costs  resulting from the operation of the
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
$406,000 were made for  scientific  research and  development  during the second
quarter of 1999 compared to none during the second quarter of 1998. Expenditures
of $104,000 were made for market  development  during the second quarter of 1999
compared to none during the second  quarter of 1998. The increase 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 $3.3  million in the second
quarter of 1999 from $2.5 million in the second quarter of 1998,  primarily as a
result of an increase in outstanding indebtedness.

Income Taxes. Income tax expense was $0.6 million in the second quarter of 1999,
representing  a decrease  of $0.6  million or 50.0%,  as  compared to income tax
expense of $1.2 million in the second  quarter of 1998.  This decrease  reflects
the decrease in taxable income in the second quarter of 1999.

Net Income.  As a result of the factors discussed above, net income decreased to
$0.3  million  in the  second  quarter  of 1999 from $1.1  million in the second
quarter of 1998.


Six Months Ended June 30, 1999 compared to Six Months Ended June 30, 1998

Revenues.  Revenues  were  $69.6  million  in the  first  six  months  of  1999,
representing  an increase of $23.5 million or 51.0%,  as compared to revenues of
$46.1  million in the first six months of 1998.  Product  revenues  increased to
$52.5  million in the first six  months of 1999 from $31.6  million in the first
six months of 1998,  representing an increase of $20.9 million or 66.1%. Service
revenues  increased to $17.1  million in the first six months of 1999 from $14.5
million  in the  first six  months of 1998,  representing  an  increase  of $2.6
million or 17.9%.  The  increase in product  revenues in the first six months of
1999 is due  primarily to the  Acquisitions.  The  increase in service  revenues
reflects an increase in providing construction and other services.

Cost of Product  Revenues,  Excluding  Depreciation.  Cost of product  revenues,
excluding  depreciation,  was $36.1  million  in the  first six  months of 1999,
representing  an  increase  of $15.2  million or 72.7% , as  compared to cost of
product  revenues,  excluding  depreciation,  of $20.9  million in the first six
months of 1998.  This  increase is due  primarily  to the  inclusion  of cost of
product   revenues  of  the   Acquisitions   since  their  respective  dates  of
acquisition.  As a percentage  of product  revenues,  cost of product  revenues,
excluding depreciation,  increased to 68.8% in the first six months of 1999 from
66.1% in the first six months of 1998.  This increase was primarily due to lower
margins on product  revenues  derived  from the 1999  Acquisitions  countered by
price increases.

Cost of Service  Revenues,  Excluding  Depreciation.  Cost of service  revenues,
excluding  depreciation,  was $12.2  million  in the  first six  months of 1999,
representing an increase of $0.8 million or 7.0%, as compared to cost of service
revenues,  excluding  depreciation,  of $11.4 million in the first six months of
1998. This increase is due primarily to the increase in service  revenues during
the same time  period.  As a  percentage  of service  revenues,  cost of service
revenues, excluding depreciation,  decreased to 71.5% in the first six months of
1999 from 78.4% in the first six months of 1998. This  improvement in margin was
primarily due to an increase in higher margin services, such as construction and
engineering projects.

Depreciation and Amortization. Depreciation and amortization was $6.1 million in
the first six months of 1999, representing an increase of $2.5 million or 69.4%,
as compared to  depreciation  and  amortization of $3.6 million in the first six
months of 1998. This increase resulted  primarily from the depreciation of fixed
assets and  amortization of goodwill and other  intangible  assets recorded as a
result of the Acquisitions.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  ("SG&A")  were $9.8 million in the first six months of
1999,  representing  an increase of $5.0 million or 104.2%,  as compared to SG&A
expenses  of $4.8  million  in the first  half of 1998.  This  increase  in SG&A
expenses  reflects  incremental  SG&A costs  resulting from the operation of the
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
$661,000 were made for scientific  research and development during the first six
months of 1999 compared to none during the second quarter of 1998.  Expenditures
of $182,000 were made for market development during the first six months of 1999
compared  to none  during  the first six  months of 1998.  The  increase  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 $6.5 million in the first six
months of 1999 from $3.5 million in the first six months of 1998, primarily as a
result of an increase in outstanding indebtedness.

Income  Taxes.  Income tax benefit  was $0.5  million in the first six months of
1999,  as compared to income tax expense of $1.2 million in the first six months
of 1998.  This  change  reflects  the  decrease  in taxable  income in the first
quarter of 1999, primarily resulting from increased interest expense.

Net Income.  As a result of the factors  discussed  above, the net loss was $1.5
million  in the  first  six  months of 1999 as  compared  to net  income of $0.8
million in the first six months of 1998.

Liquidity and Capital Resources

The Company financed the Acquisitions  through the issuance of $100.0 million of
10% Senior  Subordinated  Notes due 2008 and  borrowings  on its Secured  Credit
Facility.  Operating  and  capital  expenditures  have been  financed  primarily
through  cash flow from  operations  and  borrowings  under the  Secured  Credit
Facility.

At June 30, 1999, the Company had no cash and cash  equivalents  and $14 million
in  availability  under the Secured  Credit  Facility.  On April 30,  1999,  the
Secured Credit  Facility was increased  from $35.0 million to $50.0 million.  In
addition,  the Company had working  capital of  approximately  $9.5 million,  an
increase of $2.7 million from  December  31, 1998.  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  six  months  ended  June  30,  1999,  capital
expenditures  amounted to approximately $5.0 million.  Capital expenditures made
in the ordinary  course of business will be funded by cash flow from  operations
and borrowings under the Secured Credit Facility.

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,  together with amounts  available  under the Secured
Credit  Facility,  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.

Year 2000 Date Conversion

In general,  the Year 2000 issue  relates to computers  and other  systems being
unable to  distinguish  between  the years  1900 and 2000  because  they use two
digits,  rather than four, to define the applicable  year.  Systems that fail to
properly recognize such information will likely generate erroneous data or cause
a system to fail possibly resulting in a disruption of operations. The Company's
products do not incorporate such date coding so the Company's efforts to address
the Year  2000  issue  fall in the  following  three  areas:  (i) the  Company's
information  technology ("IT") systems; (ii) the Company's non-IT systems (i.e.,
machinery,  equipment and devices which utilize  technology  which is "built in"
such as embedded microcontrollers); and (iii) third-party customers.

The Company is  currently  working to resolve the  potential  impact of the Year
2000  issue  on  the  processing  of   date-sensitive   data  by  the  Company's
computerized  information  systems.  Specifically,  the  Company  has  commenced
installation of new accounting and financial  software and anticipates that this
process  will be  complete  by the end of  October,  1999.  The  Company is also
acquiring and  installing  Year 2000 compliant  software  upgrades in all scales
used in its operations. The Company is analyzing all other IT and non-IT systems
to determine  if any other  modifications  or upgrades are  necessary to be Year
2000  compliant.  The amount charged to expense during the six months ended June
30, 1999, as well as the amounts anticipated to be charged to expense related to
the Year 2000 computer  modifications,  have not been and are not expected to be
material to the  Company's  financial  position,  results of  operations or cash
flows.

The Company is also  evaluating and taking steps to resolve Year 2000 compliance
issues that may be created by customers,  suppliers  and financial  institutions
with whom the Company does business. Because many of the Company's suppliers are
in the  heavily  regulated  utility  arena,  the Company  does not expect  these
suppliers to experience problems.  The Company cannot guarantee that the systems
of other entities will be converted on a timely basis.

The  foregoing  statements  are based  upon  management's  current  assumptions.
However,  there can be no guarantee  that these  assumptions  have addressed all
relevant uncertainties.

                              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

              (24)   Power of attorney:  Not Applicable

              (27)   Financial Data Schedule                               27

              (99)   Additional Exhibits:  Not Applicable



         (b)   Reports on Form 8-K

               No Reports on Form 8-K were filed by Registrant  during the three
         months ended June 30, 1999.


                                   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:  August 16, 1999                     ISG RESOURCES, INC.

                                             /s/
                                           -------------------------------------
                                           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)