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              March 31, 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 __April 30,
2001__ :



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


<PAGE>


                               ISG Resources, Inc.

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

                               INDEX TO FORM 10-Q



                         PART I -- FINANCIAL INFORMATION


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

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

         Unaudited Condensed Consolidated Statements of Operations --
         Three months ended March 31, 2001 and 2000                         2

         Unaudited Condensed Consolidated Statements of Comprehensive Income --
         Three months ended March 31, 2001 and 2000                         3

         Unaudited Condensed Consolidated Statements of Cash Flows --
         Three months ended March 31, 2001 and 2000                         4

         Notes to Unaudited Condensed Consolidated Financial Statements     5

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                      9

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, 2000.

                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K                                   13



<PAGE>
<TABLE>
<CAPTION>

                      ISG Resources, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets

                                                                   -------------------------------------------------
                                                                          March 31,             December 31,
                                                                        2001 (Unaudited)             2000
                                                                   -------------------------------------------------
<S>                                                                   <C>                      <C>
Assets
Current assets:
   Cash and cash equivalents                                           $     8,288,853               $ 6,986,725
   Accounts receivable:
      Trade, net of allowance for doubtful accounts of
          $486,000 and $501,000, respectively                               25,589,864                24,321,302
      Retainage                                                                136,000                   146,000
      Other                                                                    173,730                   686,684
   Income tax receivable                                                     3,198,795                 2,196,988
   Deferred tax asset                                                          518,073                   851,325
   Inventories                                                               7,639,847                 6,663,633
   Other current assets                                                      1,004,208                 1,057,890
                                                                   -------------------------------------------------
Total current assets                                                        46,549,370                42,910,547

Property, plant and equipment, net of accumulated
    depreciation of $14,153,066 and $12,777,609,
    respectively                                                            38,772,875                37,760,556
Intangible assets, net                                                     164,392,327               167,076,486
Debt issuance costs, net                                                     4,303,560                 4,524,473
Other assets                                                                    62,015                    62,313
                                                                   -------------------------------------------------
Total assets                                                              $254,080,147           $   252,334,375
                                                                   =================================================

Liabilities and shareholders' equity Current liabilities:
   Accounts payable                                                        $ 12,666,280              $10,704,637
   Accrued liabilities:
      Payroll                                                                 2,563,523                2,406,172
      Interest                                                                6,573,572                2,849,902
      Other                                                                   1,554,648                1,826,232
   Other current liabilities                                                  1,307,338                  996,153
                                                                     -----------------------------------------------
Total current liabilities                                                    24,665,361               18,783,096

Long-term debt                                                              165,000,000              165,000,000
Deferred tax liability                                                       36,988,977               37,702,524
Payable to Industrial Services Group                                          2,244,022                2,244,022
Other liabilities                                                             1,758,688                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                           (17,773)                 (29,904)
   Retained deficit                                                         (11,304,178)              (7,593,261)
                                                                     -----------------------------------------------
Total shareholder's equity                                                   23,423,099               27,121,885
                                                                     -----------------------------------------------
Total liabilities and shareholder's equity                                 $254,080,147             $252,334,375
                                                                     ===============================================
</TABLE>

See accompanying notes.

                                       1
<PAGE>

<TABLE>
<CAPTION>

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


                                                   -------------------------------------
                                                          Three Months Ended
                                                              March 31,
                                                   -------------------------------------
                                                        2001            2000
                                                   -------------------------------------
<S>                                                 <C>               <C>
Revenues:
   Product revenues                                 $  33,743,400     $   24,467,256
   Service revenues                                     7,941,985          8,050,948
                                                   -------------------------------------
                                                       41,685,385         32,518,204

Costs and expenses:
   Cost of product revenues, excluding depreciation     27,014,293        19,121,080
   Cost of service revenues, excluding depreciation      5,407,058         5,616,412
   Depreciation and amortization                         4,144,787         3,287,045
   New product development                                 595,218           611,689
   Selling, general and administrative expenses          5,852,402         4,801,269
                                                   -------------------------------------
                                                        43,013,758        33,437,495
                                                   -------------------------------------
Operating loss                                          (1,328,373)         (919,291)

Interest income                                            147,813             7,525
Interest expense                                        (4,366,914)       (3,538,505)
Other income                                                33,997            41,090
                                                   -------------------------------------
Loss before income taxes                                (5,513,477)       (4,409,181)
Income tax benefit                                       1,802,560         1,248,765
                                                   -------------------------------------
Net loss                                             $  (3,710,917)     $ (3,160,416)
                                                   =====================================

</TABLE>


See accompanying notes.

                                       2
<PAGE>


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


                                           -------------------------------------
                                               Three months ended March 31
                                               2001                2000
                                           -------------------------------------

Net loss                                     $(3,710,917)         $(3,160,416)
Other comprehensive loss net of tax:
   Foreign currency translation adjustment       (12,131)                   -
                                           -------------------------------------
Comprehensive income (loss)                  $(3,723,048)         $(3,160,416)
                                           =====================================

                                       3

<PAGE>

<TABLE>
<CAPTION>

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


                                                     ------------------------------------
                                                             Three Months Ended
                                                                 March 31,
                                                     ------------------------------------
                                                           2001             2000
                                                     ------------------------------------
<S>                                                  <C>                <C>
Operating activities
Net loss                                               $ (3,710,917)    $ (3,160,416)
Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation and amortization                        4,144,787        3,287,045
     Amortization of debt issuance costs                    220,913          179,368
     Loss (gain) on disposal of fixed assets                 (6,078)          46,306
     Deferred income taxes                                 (380,295)        (509,144)
     Changes in operating assets and liabilities:
         Receivables                                       (745,608)       1,702,923
         Inventory                                         (976,214)        (256,171)
         Other current and non-current assets                53,980         (115,177)
         Accounts payable and accrued expenses            5,571,080          587,850
         Other current and non-current liabilities         (414,782)      (1,937,508)
                                                     ------------------------------------
Net cash provided by (used in) operating activities       3,756,866         (174,924)

Investing activities
Purchases of property, plant and equipment               (2,501,651)      (2,235,907)
Proceeds on sale of property, plant and equipment            34,782           10,331
Acquisitions of businesses, net of cash acquired                  -       (4,946,717)
Acquisition costs incurred on future acquisitions                 -         (127,783)
                                                     ------------------------------------
Net cash used in investing activities                    (2,466,869)      (7,300,076)

Financing activities
Proceeds from long-term debt                                      -       52,500,000
Payments on long-term debt                                        -      (45,000,000)
Debt issuance costs incurred                                      -          (25,000)
                                                     ------------------------------------
Net cash provided by financing activities                         -        7,475,000

Effect of exchange rate changes on cash and
    cash equivalents                                         12,131                -
                                                     ------------------------------------
Net increase in cash and cash equivalents                 1,302,128                -
Cash and cash equivalents at beginning of period          6,986,725                -
                                                     ------------------------------------
Cash and cash equivalents at end of period             $  8,288,853     $          -
                                                     ====================================

Cash paid for interest                                 $    370,957     $    895,950
                                                     ====================================
Cash paid (received) for income taxes                  $   (415,403)    $  1,079,035
                                                     ====================================
</TABLE>

See accompanying notes.

                                        4
<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,  Inc. ("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.

                                       5
<PAGE>
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.

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.

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 March 31, 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 $516,635 and $510,136 for the
three months ended March 31, 2001 and March 31,  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 $78,583 and  $101,553  for the three
months  ended March 31,  2001 and March 31,  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.

                                       6
<PAGE>

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:


                                          March 31,             December 31,
                                             2001                   2000
                                      --------------------- --------------------
                  Raw Materials            $  1,398,814            $1,062,436
                  Finished Goods              6,241,033             5,601,197
                                      --------------------- --------------------
                                             $7,639,847            $6,663,633
                                      ===================== ====================

5.   Intangible Assets

Intangible assets consist of the following:

                                          March 31,             December 31,
                                             2001                   2000
                                      --------------------- --------------------
       Goodwill                          $ 83,610,925            $ 83,610,925
       Contracts                          100,227,490             100,227,490
       Patents and licenses                 3,787,431               3,787,431
       Assembled work force                 2,815,233               2,815,233
                                      --------------------- --------------------
                                          190,441,079             190,441,079
       Less accumulated amortization      (26,048,752)            (23,364,593)
                                      --------------------- --------------------
                                        $ 164,392,327           $ 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:

                                                 March 31,        December 31,
                                                  2001                2000
                                              --------------- ------------------
        10% Senior Subordinated Notes due 2008  $100,000,000    $   100,000,000
        Secured Credit Facility                   65,000,000         65,000,000
                                              --------------- ------------------
                                                $165,000,000    $   165,000,000
                                              =============== ==================

At March 31, 2001, $65.0 million of the Secured Credit Facility was outstanding,
with no amount being unused and available.

7.        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.

                                       7
<PAGE>



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 ended March 31, 2001 and
March 31, 2000, is as follows:
<TABLE>
<CAPTION>

                                                         Building                       Consolidated
                                        CCP             Materials           Other             Total
                                   ---------------- ---------------- ----------------- -------------------
<S>                                   <C>              <C>               <C>                <C>
Three months ended 3/31/01:
Revenue                               $ 30,104,537     $ 11,517,547      $     63,301       $  41,685,385
EBITDA                                   4,881,740          829,231        (2,712,747)          2,998,224
Total Assets                            53,259,060       48,461,272       152,359,815         254,080,147
Expenditures for PP&E                    2,101,980          324,211            75,460           2,501,651

Three months ended 3/31/00:
Revenue                                $24,945,989       $7,461,903         $ 110,312         $32,518,204
EBITDA                                   4,154,152          822,169        (2,559,952)          2,416,369
Total Assets                            47,702,704       25,518,972       150,182,351         223,404,027
Expenditures for PP&E                    1,960,426           88,710           186,771           2,235,907


</TABLE>
                                       8

<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,  Inc. ("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.

                                       9
<PAGE>
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 March 31, 2001 compared to Three Months Ended March 31, 2000

Revenues. Revenues were $41.7 million in the first quarter of 2001, representing
an increase of $9.2 million or 28.2%,  as compared to revenues of $32.5  million
in the first quarter of 2000. Product revenues increased to $33.7 million in the
first  quarter  of 2001  from  $24.5  million  in the  first  quarter  of  2000,
representing an increase of $9.3 million or 37.9%. Service revenues decreased to
$7.9 million in the first quarter of 2001 from $8.1 million in the first quarter
of 2000,  representing  a decrease  of $0.1  million or 1.3%.  The  increase  in
product  revenues  in the first  quarter  of 2001 is  primarily  due to the 2000
Acquisitions. The decrease in service revenues is due primarily to a decrease in
construction  services during the first quarter of 2001 as compared to the first
quarter of 2000.

Cost of Product  Revenues,  Excluding  Depreciation.  Cost of product  revenues,
excluding  depreciation,  was  $27.0  million  in the  first  quarter  of  2001,
representing  an  increase  of $7.9  million or 41.3%,  as  compared  to cost of
product revenues, excluding depreciation,  of $19.1 million in the first quarter
of 2000.  This  increase is due  primarily  to the  inclusion of cost of product
revenues of the 2000 Acquisitions.  As a percentage of product revenues, cost of
product  revenues,  excluding  depreciation,  increased  to 80.1%  in the  first
quarter  of 2001 from  78.1% in the first  quarter  of 2000.  This  decrease  in
product  margins is  primarily  due to lower  margins  related  to the  building
material product revenues derived from the 2000 Acquisitions.

Cost of Service  Revenues,  Excluding  Depreciation.  Cost of service  revenues,
excluding   depreciation  was  $5.4  million  in  the  first  quarter  of  2001,
representing  a decrease of $0.2 million or 3.7%, as compared to cost of service
revenues, excluding depreciation,  of $5.6 million in the first quarter of 2000.
This decrease is due primarily to a decrease in sub-contracted costs incurred in
the first quarter 2001 as compared to the first quarter of 2000. As a percentage
of service revenues, cost of service revenues, excluding depreciation, decreased
to 68.1% in the first  quarter of 2001 from 69.8% in the first  quarter of 2000.
This  improvement  in margin was primarily due to an increase in higher  margins
associated  with  disposal  revenues in the first quarter of 2001 as compared to
the first quarter of 2000.

Depreciation and Amortization. Depreciation and amortization was $4.1 million in
the first quarter of 2001, representing an increase of $0.9 million or 26.1%, as
compared to depreciation  and  amortization of $3.3 million in the first quarter
of 2000. This increase resulted  primarily from the depreciation of fixed assets
acquired  by the  Company  in 2000,  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 $5.9 million in the first quarter of 2001,
representing  an increase of $1.1 million or 21.9%, as compared to SG&A expenses
of $4.8 million in the first quarter of 2000. This increase in SG&A is primarily
due  to  two  factors:  (1)  the  incremental  SG&A  costs  added  by  the  2000
Acquisitions;  (2) an  increase in total  personnel  costs  associated  with the
Company's self-funded employee benefit plans.

                                       10
<PAGE>
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  first  quarter  of 2001 and 2000
remained  fairly  constant  at  $0.5  million.   Expenditures   for  new  market
development in the first quarter of 2001 and 2000 also remained  fairly constant
at $0.1 million.  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 first
quarter of 2001 from $3.5 million in the first  quarter of 2000,  primarily as a
result  of  an  increase  in  outstanding   indebtedness  related  to  the  2000
Acquisitions and an increase in interest rates.

Income Taxes.  Income tax benefit was $1.8 million in the first quarter of 2001,
representing  an  increase of $0.6  million or 44.3%,  as compared to income tax
benefit of $1.2 million in the first  quarter of 2000.  This  increase in income
tax benefit  reflects an increase in the loss before taxes in the first  quarter
of  2001,  primarily  resulting  from  increased  interest  expense,   increased
depreciation expense, and an increase in the cost of product revenues.

Net Income.  As a result of the factors  discussed  above, net loss increased to
$3.7  million in the first  quarter of 2001 from a $3.2  million net loss in the
first quarter 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  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.

                                       11
<PAGE>
At March 31, 2001, the Company had $8.3 million in cash and cash equivalents and
$65.0 million of the Secured  Credit  Facility was  outstanding,  with no amount
being unused and  available.  The Company had working  capital of  approximately
$21.9  million,  a decrease of $2.2  million from  December 31, 2000,  due to an
increase  in trade  accounts  payable and  accrued  interest,  offset in part by
increases in inventory and trade accounts receivable.

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 three months ended March 31,
2001, capital  expenditures  amounted to approximately $2.5 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.

Subsequent 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. The
Company  believes that they will be successful  in  negotiating  the sale of the
leasehold improvements and equipment with no significant resulting 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 net book value of the assets.

                                       12
<PAGE>

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

                                       13
<PAGE>
           (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:  May 4, 2001        ISG RESOURCES, INC.


                           /s/ J. I. Everest
                          ---------------------------------
                          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)