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

                                   FORM 10-Q/A


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

     For the quarterly period ended       September 30, 1998
                                        ----------------------

                                       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)


                      Texas                        74-2164490
         (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 [ ] Yes [ X ] No.


         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock,  as of the latest  practicable  date. As of October 31,
1998 :



  Classes of Common Stock                       Number of shares outstanding
 Common Stock, $1 par value                               100
<PAGE>

                               ISG Resources, Inc.
                                  ------------

                              INDEX TO FORM 10-Q/A



                         PART I -- FINANCIAL INFORMATION


Item 1.  Financial Statements (unaudited)                                   Page

         Condensed Consolidated Balance Sheets --
         September 30, 1998 and December 31, 1997 ..........................   1
                                                                               -

         Condensed  Consolidated  Statements of Operations --
         Three months ended September 30, 1998 and 1997 and
         Nine Months ended September 30, 1998 and 1997 .....................   2
                                                                               -

         Condensed Consolidated Statements of Cash Flows --
         Nine months ended September 30, 1998 and 1997 .....................   4
                                                                               -

         Notes to 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
         Not applicable


                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K .................................   10
                                                                              --
<PAGE>
<TABLE>
<CAPTION>



                      ISG Resources, Inc. and Subsidiaries
                 Unaudited Condensed Consolidated Balance Sheets

                                                           September 30,      December 31,
                                                                1998              1997
                                                 -----------------------------------------------
Assets
Current assets:
<S>                                                         <C>            <C>         
   Cash and cash equivalents ............................   $    747,828   $  3,068,980
   Accounts receivable:
       Trade, net of allowance for doubtful accounts
        of $218,390and $206,000, respectively ...........     23,769,732      9,167,788
       Retainage ........................................        831,984        517,695
       Other ............................................         31,926        318,271
   Other current assets .................................        857,968        540,833
                                                             -----------   ------------
Total current assets ....................................     26,239,438     13,613,567

Property, plant and equipment, net of accumulated
  depreciation of $3,384,650
  and $453,516, respectively ............................     24,117,568     15,248,719
Intangible assets, net ..................................    128,847,596     44,385,492
Other assets ............................................      5,512,446         22,335
                                                             -----------   ------------
Total assets ............................................   $184,717,048   $ 73,270,113
                                                            ============   ============

Liabilities and shareholders' equity Current liabilities:
   Accounts payable .....................................   $  8,646,894   $  1,806,678
   Accrued payroll and related ..........................      3,345,253      1,693,953
   Accrued interest .....................................      4,312,552        627,704
   Income taxes payable .................................      1,909,482        528,742
   Current portion of long-term debt and notes payable ..           --       29,000,000
   Other current liabilities ............................      2,341,533      1,604,879
                                                              ----------   ------------
Total current liabilities ...............................     20,555,714     35,261,956

Long-term debt ..........................................    105,500,000           --
Deferred tax liability ..................................     27,911,414     12,437,297
Other liabilities .......................................      2,419,377        306,098
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 ....................................      3,330,493        264,712
                                                             -----------   ------------
Total shareholders' equity ..............................     28,330,543     25,264,762
                                                             -----------   ------------
Total liabilities and shareholders' equity ..............   $184,717,048   $ 73,270,113
                                                            ============   ============
See accompanying notes.
</TABLE>
<PAGE>
                      ISG Resources, Inc. and Subsidiaries
            Unaudited Condensed Consolidated Statement of Operations


                                                Three Months Ended September 30,
                                                       ------------------------
                                                          1998            1997
                                                       -------------------------
Revenues:
   Product revenues .............................   $ 29,631,145    $  8,893,610
   Service revenues .............................     10,657,757       8,884,821
                                                     -----------    ------------
                                                      40,288,902      17,778,431

Costs and expenses:
 Cost of product revenues, excluding depreciation     18,865,834       7,013,829
 Cost of service revenues, excluding depreciation      7,463,023       6,892,752
 Depreciation and amortization ..................      2,526,337         618,528
 Selling, general and administrative expenses ...      4,832,517         814,832
                                                    ------------    ------------
                                                      33,687,711      15,339,941
                                                    ------------    ------------
Operating income ................................      6,601,191       2,438,490

Interest income .................................         46,482            --
Interest expense ................................     (2,866,840)    (1,938,033)
Other income ....................................            842            --
                                                     -----------    ------------
Income before income taxes ......................      3,781,675         500,457
Income tax expense ..............................     (1,564,922)      (438,196)

                                                     ============   ============
Net income ......................................   $  2,216,753    $     62,261
                                                    =============   ============

See accompanying notes.
<PAGE>


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


                                                           Nine Months Ended
                                                             September 30,
                                                    ---------------------------
                                                         1998              1997
                                                    ---------------------------
Revenues:
   Product revenues .............................   $ 61,185,559    $ 23,543,844
   Service revenues .............................     25,182,606      25,247,576
                                                    ------------    ------------
                                                      86,368,165      48,791,420

Costs and expenses:
 Cost of product revenues, excluding depreciation     39,731,751      18,965,516
 Cost of service revenues, excluding depreciation     18,853,424      19,750,828
 Depreciation and amortization ..................      6,094,443       1,888,818
 Selling, general and administrative expenses ...      9,662,437       3,480,072
                                                    ------------    ------------
                                                      74,342,055      44,085,234
                                                    ------------    ------------
Operating income ................................     12,026,110       4,706,186

Interest income .................................        138,692            --
Interest expense ................................     (6,341,291)    (4,160,000)
Other income ....................................          3,563            --
                                                     -----------    ------------
Income before income taxes ......................      5,827,074         546,186
Income tax expense ..............................     (2,761,293)      (612,000)

                                                     -----------    ------------
Net income ......................................   $  3,065,781    $   (65,814)
                                                    ============    ============

See accompanying notes
<PAGE>
<TABLE>
<CAPTION>


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


                                                              Nine Months Ended
                                                               September 30,
                                                  -----------------------------------
                                                             1998            1997
                                                  -----------------------------------

Operating activities
<S>                                                  <C>              <C>           
Net income .......................................   $   3,065,781    $     (65,814)
Adjustments to reconcile net income
 to net cash provided by operating
   activities:
     Depreciation and amortization ...............       6,094,443        1,888,818
     Amortization of debt issuance costs .........         300,061             --
     (Gain)loss on disposal of fixed assets ......          (5,989)         305,000
     Deferred income taxes .......................      (1,407,724)         150,000
     Changes in operating assets and liabilities:             --
         Receivables .............................     (10,159,498)      (1,925,204)
         Other current and non-current assets ....         876,869         (859,132)
         Accounts payable and accrued expenses ...       8,689,730          373,719
         Other current and non-current liabilities       1,859,304
                                                       -----------    -------------
Net cash provided by operating activities ........       9,312,977         (132,613)

Investing activities
Purchases of property, plant and equipment .......      (4,952,079)        (657,673)
Proceeds on sale of property, plant and equipment          192,368             --
Acquisitions of businesses, net of cash acquired .     (77,666,940)            --
                                                       ------------   -------------
Net cash used in investing activities ............     (82,607,407)        (657,673)

Financing activities
Proceeds of long-term debt .......................     142,500,000             --
Payments on notes payable and long-term debt .....     (66,000,000)            --
Change in intercompany notes payable .............            --           (657,673)
Debt issuance costs incurred .....................      (5,526,722)            --
                                                      -------------   -------------
Net cash provided by financing activities ........      70,973,278         (657,673)

Net decrease in cash and cash equivalents ........      (2,321,152)            --
Cash and cash equivalents at beginning of period .       3,068,980             --
                                                      ------------    -------------
Cash and cash equivalents at end of period .......   $     747,828    $        --
                                                     =============    =============

Cash paid for interest ...........................   $     812,522    $   4,160,000
                                                     =============    =============
Cash paid for income taxes .......................   $   2,780,785    $     462,000
                                                     ==============   =============

See accompanying notes.
</TABLE>
<PAGE>
                               ISG RESOURCES, INC.

         NOTES TO UNAUDITED CONSENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   Basis of Presentation

In the opinion of  management,  the  accompanying  unaudited  interim  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 ISG Resources,  Inc. ("the  "Company"),
formerly JTM Industries, Inc., 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.

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  Registration
Statement on Form S-4, as amended,  which was declared effective on September 4,
1998 (the "Registration Statement"). All inter-company accounts and transactions
have been eliminated in consolidation.

The  consolidated  balance  sheet at December  31, 1997 was derived from audited
consolidated financial statements, but does not include all disclosures required
under generally accepted accounting principles.

 2.   Intangible Assets

Intangible assets consist of the following:

                                         September 30,      December 31,
                                             1998              1997
                                  --------------------- ---------------------
        Goodwill ....................   $  62,761,541    $  14,640,584
        Contracts ...................      65,900,000       26,700,000
        Patents .....................       2,400,000        2,400,000
        Assembled work force ........       1,910,000        1,100,000
                                        -------------    -------------
                                          132,971,541       44,840,584
        Less accumulated amortization      (4,123,945)        (455,092)
                                        =============    =============
                                        $ 128,847,596    $  44,385,492
                                        =============    =============

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

Contracts  consist  of  long-term  materials  management  contracts  with  power
producers and  industrial  clients,  which,  in general,  require the Company to
dispose of or market to end-users materials created by coal combustion.  Typical
contract  terms are from five to fifteen  years and provide for revenue based on
an  established  price per ton in the case of disposal and costs based on either
an  established  price per ton or a revenue  sharing  arrangement in the case of
marketing.
<PAGE>
 3.   Long-term Debt

Long-term debt consists of the following:

                                              September 30,    December 31,
                                                 1998             1997
                                             ------------   ---------------
    10% Senior Subordinated Notes due 2008   $100,000,000   $          --
    Secured Credit Facility ..............      5,500,000              --
                                             ============   ===============
                                             $105,000,000   $          --
                                             ============   ===============

The Secured Credit Facility,  provided by NationsBanc  Montgomery Securities LLC
and Canadian Imperial Bank of Commerce,  enables the Company to obtain revolving
secured loans from time to time to finance certain  permitted  acquisitions,  to
repay  existing  indebtedness,  to pay fees and expenses  incurred in connection
with  certain  acquisitions  and  for  working  capital  and  general  corporate
purposes. At the Company's option, the revolving secured loans may be maintained
as (a) Eurodollar  Loans (as defined),  which will bear interest at a rate equal
to the quotient obtained by dividing LIBOR (as defined) by one minus the reserve
requirement  for such  Eurodollar  Loan,  plus a margin  ranging from 175 to 250
basis  points or (b) Base Rate Loans (as  defined),  which will have an interest
rate  equal to the  higher of (i) the Bank of  America  prime  rate and (ii) the
federal funds rate plus 0.5%, plus a margin ranging from 50 to 125 basis points.
The  Company  will also pay  certain  fees with  respect to the  Secured  Credit
Facility. The Secured Credit Facility has a term of five and one-half years from
the date of  initial  funding,  is  guaranteed  by ISG and  existing  and future
subsidiaries  of the  Company  (the  "Guarantors"),  and is  secured  by a first
priority  perfected security interest in all of the capital stock of the Company
and all of the  capital  stock  of each of the  Guarantors,  as well as  certain
present  and future  assets  and  properties  of the  Company  and any  domestic
subsidiaries.  At September 30, 1998, $29,500,000 was unused and available under
the Secured Credit Facility.
<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

During the nine months ended  September 30, 1998,  ISG  Resources  completed the
acquisition  of  Pozzolanic,  PPA, the U.S. Ash Group and Fly Ash Products  (the
"Acquisitions")  resulting in the creation of the largest company  managing coal
combustion  products  ("CCPs")  in North  America.  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.

ISG  Resources'  business is subject to a pattern of seasonal  fluctuation.  The
Company's need for working capital  accelerates  moderately during the middle of
the year,  and,  accordingly,  total debt  levels tend to peak in the second and
third quarters, falling off again in the fourth quarter of the year. Because the
Company's  products are used as raw materials in other  products,  the amount of
revenue  generated during the middle of the year generally depends upon a number
of factors,  including the level of road and other  construction using concrete,
weather  conditions  affecting  the  level  of  construction,  general  economic
conditions, and other factors beyond the Company's control.

Results of Operations

Three Months Ended  September 30, 1998 compared to Three Months Ended  September
30, 1997

Revenues. Revenues were $40.3 million in the third quarter of 1998, representing
an increase of $22.5 million or 126.4%, as compared to revenues of $17.8 million
in the third quarter of 1997. Product revenues increased to $29.6 million in the
third  quarter  of  1998  from  $8.9  million  in the  third  quarter  of  1997,
representing an increase of $20.7 million or 232.6%.  Service revenues increased
to $10.7  million in the third  quarter  of 1998 from $8.9  million in the third
quarter of 1997,  representing a increase of $1.8 million or 20.2%. The increase
in product  revenues  is due  primarily  to the  inclusion  of  revenues  of the
Acquisitions  since  their  respective  dates of  acquisition.  The  increase in
service revenues  reflects the inclusion of revenues of the Acquisitions  offset
by a decrease  in the  percentage  of  materials  managed  that were  landfilled
instead of being marketed by the Company .

Cost of Product  Revenues,  Excluding  Depreciation.  Cost of product  revenues,
excluding  depreciation,  was  $18.9  million  in the  third  quarter  of  1998,
representing  an  increase  of $11.9  million or 170.0% , as compared to cost of
product revenues,  excluding depreciation,  of $7.0 million in the third quarter
of 1997.  This increase is due primarily to the inclusion of cost of revenues of
the Acquisitions  since their  respective dates of acquisition.  As a percentage
product revenues, cost of product revenues excluding depreciation,  decreased to
63.7% in the third quarter of 1998 from 78.9% in the third quarter of 1997. This
improvement  in margin was primarily due to a change in product mix.  During the
third quarter of 1997, substantial sales of low margin products were sold to the
Company's  former parent.  These sales were replaced with sales of higher margin
products to third  parties in the third  quarter of 1998,  resulting in improved
margins.

Cost of Service  Revenues,  Excluding  Depreciation.  Cost of service  revenues,
excluding   depreciation  was  $7.5  million  in  the  third  quarter  of  1998,
representing  a increase of $0.6 million or 8.3%, as compared to cost of service
revenues, excluding depreciation,  of $6.9 million in the third quarter of 1997.
This  increase is due primarily to the increase in service  revenues  during the
same time period.
<PAGE>
Depreciation and Amortization. Depreciation and amortization was $2.5 million in
the third quarter of 1998,  representing  an increase of $1.9 million or 308.4%,
as  compared  to  depreciation  and  amortization  of $0.6  million in the third
quarter of 1997. This increase resulted primarily from the depreciation of fixed
assets and  amortization of goodwill and identifiable  intangible  assets of the
Acquisitions  and the  increased  goodwill  resulting  from the  purchase of ISG
Resources by Industrial Services Group.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses ("SG&A") were $4.8 million in the third quarter of 1998,
representing an increase of $4.0 million or 493.1%, as compared to SG&A expenses
of $0.8 million in the third  quarter of 1997.  This  increase in SG&A  expenses
reflects incremental SG&A costs resulting from the operation of the Acquisitions
and an increase  in  management  incentive  compensation.  Management  fees were
allocated  to the  Company by their  former  parent  based  upon their  share of
consolidated  revenue.  The  allocated  charges may not have been  indicative of
expenses the Company  would have  incurred if the former parent had not provided
these services.

Interest  Expense.  Interest  expense  increased  to $2.9  million  in the third
quarter of 1998 from $1.9 million in the third  quarter of 1997,  primarily as a
result of an increase in outstanding indebtedness.

Income Tax Expense.  Income tax expense was $1.6 million in the third quarter of
1998,  representing an increase of $1.2 million or 257.1%, as compared to income
tax  expense of $0.4 in the third  quarter of 1997.  This  increase  reflects an
increase in taxable income in the third quarter of 1998 resulting from increased
sales.

Net Income.  As a result of the factors discussed above, net income increased to
$2.2 million in the third quarter of 1998 from $0.1 million in the third quarter
of 1997.

Nine Months Ended September 30, 1998 compared to Nine Months Ended September 30,
1997

Revenues.  Revenues  were  $86.4  million  in the  first  nine  months  of 1998,
representing  an increase of $37.6 million or 77.0%,  as compared to revenues of
$48.8 million in the first nine months of 1997.  Product  revenues  increased to
$61.2  million in the first nine months of 1998 from $23.5  million in the first
nine  months of 1997,  representing  an  increase  of $37.7  million  or 159.9%.
Service revenues  remained constant at $25.2 million in the first nine months of
1998 and  1997.  The  increase  in  product  revenues  is due  primarily  to the
inclusion  of  revenues of the  Acquisitions  since  their  respective  dates of
acquisition. Service revenues remained constant due the inclusion of revenues of
the  Acquisitions  offset by a decrease in the  percentage of materials  managed
that were landfilled instead of marketed by the Company.

Cost of Product  Revenues,  Excluding  Depreciation.  Cost of product  revenues,
excluding  depreciation  was $39.7  million  in the first  nine  months of 1998,
representing  an  increase  of $20.8  million or 109.5%,  as compared to cost of
product  revenues,  excluding  depreciation,  of $19.0 million in the first nine
months of 1997.  This  increase is due  primarily  to the  inclusion  of cost of
revenues of the Acquisitions  since their respective dates of acquisition.  As a
percentage of product revenues, cost of product revenues excluding depreciation,
decreased to 64.9% in the first nine months of 1998 from 80.5% in the first nine
months of 1997.  This  improvement  in margins was  primarily due to a change in
product  mix.  During the first nine  months of 1997,  substantial  sales of low
margin  product  were sold to the  Company's  former  parent.  These  sales were
replaced with sales of higher margin  product to third parties in the first nine
months of 1998, resulting in improved margins.

Cost of Service  Revenues,  Excluding  Depreciation.  Cost of service  revenues,
excluding  depreciation  was $18.9  million  in the first  nine  months of 1998,
representing  a decrease of $0.9 million or 4.5%, as compared to cost of service
revenues,  excluding depreciation,  of $19.8 million in the first nine months of
1997. As a percentage of service revenues,  cost of service revenues,  excluding
depreciation, remained fairly constant at 74.9% in the first nine months of 1998
as compared to 78.2% in the first nine months of 1997.
<PAGE>
Depreciation and Amortization. Depreciation and amortization was $6.1 million in
the first nine  months of 1998,  representing  an  increase  of $4.2  million or
222.6%,  as compared to  depreciation  and  amortization  of $1.9 million in the
first  nine  months  of  1997.  This  increase   resulted   primarily  from  the
depreciation  of fixed  assets and  amortization  of goodwill  and  identifiable
intangible  assets of the  Acquisitions  and the  increased  goodwill due to the
purchase of ISG Resources by Industrial Service Group.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  ("SG&A") were $9.7 million in the first nine months of
1998,  representing  an increase of $6.2 million or 177.6%,  as compared to SG&A
expenses of $3.5 million in the first nine months of 1997. This increase in SG&A
expenses reflects  incremental SG&A costs resulting from the Acquisitions and an
increase in management incentive compensation. Management fees were allocated to
the  Company by their  former  parent  based upon  their  share of  consolidated
revenue.  The  allocated  charges may not have been  indicative  of expenses the
Company  would  have  incurred  if the  former  parent  had not  provided  these
services.

Interest  Expense.  Interest expense increased to $6.3 million in the first nine
months of 1998 from $4.2 million in the first nine months of 1997,  primarily as
a result of an increase in outstanding indebtedness.

Income Tax Expense. Income tax expense was $2.8 million in the first nine months
of 1998,  representing  an  increase of $2.1  million or 351.2%,  as compared to
income  tax  expense  of $0.6 in the first nine  months of 1997.  This  increase
reflects  an  increase  in  taxable  income  in the  first  nine  months of 1998
resulting from increased sales.

Net  Income  (Loss).  As a result of the  factors  discussed  above,  net income
increased  to $3.1  million in the first nine  months of 1998 from a net loss of
$0.1 million in the first nine months of 1997.

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 flows from  operations  and  borrowings  under the Secured  Credit
Facility.

At September 30, 1998, the Company had $747,828 in cash and cash equivalents and
$29.5 million in availability  under the Secured Credit  Facility.  In addition,
the Company had working capital of  approximately  $5.7 million,  an increase of
$27.3 million from December 31, 1997,  resulting primarily from the payment of a
$29.0 million bridge note with the proceeds of the Senior Subordinated Notes.

The Company  intends to make capital  expenditures  over the next several  years
principally to construct storage, loading and processing facilities for CCPs and
to replace  existing capital  equipment.  During the nine months ended September
30, 1998,  capital  expenditures  amounted to  approximately  $5.0 million.  The
Company anticipates total capital  expenditures for 1998 to be approximately $10
million.  As of September  30,  1998,  the Company had  commitments  for capital
expenditures of approximately  $3.5 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.

<PAGE>

  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  April,  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 three and nine months
ended  September 30, 1998, 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  suppliers,  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  is  examining
customers and may send out  confirmation  letters of Year 2000 compliance if the
Company  determines such action is necessary.  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.

<PAGE>


                               ISG Resources, Inc.
                                  -------------


                           PART II - OTHER INFORMATION




Item 1.  Legal Proceedings


                  None



Item 2.  Changes in Securities and Use of Proceeds

         Under the terms of the Registration  Statement,  the Company offered to
exchange an aggregate of $100 million of its 10% Senior  Subordinated  Notes due
2008,  which were  registered,  in exchange  for $100  million of its 10% Senior
Subordinated  Notes  due  2008,  which  were not  registered.  The  terms of the
Registration  Statement are incorporated  herein by reference.  All of the notes
were exchanged.




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

                  None


Item 5.  Other Information

                  None


<PAGE>

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 September 30, 1998.
<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:  January 28, 1999                                      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)

<PAGE>