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, 2000______

                                       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                                   87-0327982
           -----------------------                          ------------
         (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 30,2000_:



              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, 2000 and December 31, 1999                                 1

         Unaudited Condensed Consolidated Statements of Operations --
         Three months ended March 31, 2000 and 1999                           2

         Unaudited Condensed Consolidated Statements of Cash Flows --
         Three months ended March 31, 2000 and 1999                           3

         Notes to Unaudited Condensed Consolidated Financial Statements       4

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                        8

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, 1999.

                           PART II - OTHER INFORMATION

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

<PAGE>

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

                                                                          March 31,             December 31,
                                                                       2000 (Unaudited)             1999
                                                                       ----------------         -------------
<S>                                                                 <C>                    <C>
Assets
Current assets:
   Cash and cash equivalents                                          $              -        $               -
   Accounts receivable:
       Trade, net of allowance for doubtful accounts of
          $346,000 and $329,000, respectively                               19,559,671                21,167,616
       Retainage                                                               157,053                   176,000
       Other                                                                 1,224,069                   502,058
   Deferred tax asset                                                          211,287                   316,161
   Inventories                                                               4,820,453                 4,055,425
   Other current assets                                                        934,165                   829,661
Total current assets                                                        26,906,698                27,046,921

Property, plant and equipment, net of accumulated depreciation of
   $9,060,658 and $7,893,374,
    respectively                                                            35,152,770                33,584,188
Intangible assets, net                                                     155,462,844               153,952,547
Debt issuance costs, net                                                     4,671,642                 4,826,010
Other assets                                                                 1,210,073                 1,052,845
Total assets                                                          $    223,404,027       $       220,462,511
-------------------------------------------------------------------=================================================

Liabilities and shareholders' equity Current liabilities:
   Accounts payable                                                    $     8,920,871          $     10,409,583
   Accrued liabilities:
      Payroll                                                                1,843,011                 1,288,732
      Interest                                                               4,649,462                 2,190,471
      Other                                                                  1,308,589                 1,828,537
   Income taxes (receivable) payable                                           (40,245)                1,705,678
   Other current liabilities                                                   742,887                   652,119
                                                                     -----------------------------------------------
Total current liabilities                                                   17,424,575                18,075,120

Long-term debt                                                             141,000,000               133,500,000
Deferred tax liability                                                      38,544,231                39,158,249
Payable to Industrial Services Group                                           643,983                   643,983
Other liabilities                                                            1,789,850                 1,923,355

Shareholders' equity:
   Common stock,  no par value; 100 shares
    authorized, issued and outstanding                                      25,000,050                25,000,050
   Retained earnings                                                          (998,662)                2,161,754
                                                                     -----------------------------------------------
Total shareholders' equity                                                  24,001,388                27,161,804
                                                                     -----------------------------------------------
 Total liabilities and shareholders' equity                             $  223,404,027          $    220,462,511
                                                                     ===============================================
See accompanying notes.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

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

                                                                       Three Months Ended
                                                                           March 31,

                                                             -------------------------------------------
                                                                     2000               1999
                                                             -------------------------------------------
<S>                                                           <C>                  <C>
Revenues:
   Product revenues                                            $     24,467,256      $    21,383,560
   Service revenues                                                   8,050,948            8,052,932
                                                             -------------------------------------------
                                                                     32,518,204           29,436,492

Costs and expenses:
   Cost of product revenues, excluding depreciation                  19,121,080           15,061,491
   Cost of service revenues, excluding depreciation                   5,616,412            5,889,541
   Depreciation and amortization                                      3,287,045            3,068,236
   New product development                                              611,689              332,912
   Selling, general and administrative expenses                       4,801,269            4,795,871
                                                             -------------------------------------------
                                                                     33,437,495           29,148,051
                                                             -------------------------------------------
Operating income (loss)                                                (919,291)             288,441

Interest income                                                           7,525                9,631
Interest expense                                                     (3,538,505)          (3,187,911)
Other income                                                             41,090               13,446
                                                             -------------------------------------------
Loss before income taxes                                             (4,409,181)          (2,876,393)
Income tax benefit                                                    1,248,765            1,032,770
                                                             -------------------------------------------
Net loss                                                      $      (3,160,416)    $     (1,843,623)
                                                             ===========================================


See accompanying notes.
</TABLE>

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

                                                                                 Three Months Ended
                                                                                     March 31,
                                                                               2000             1999
                                                                             ---------------------------
<S>                                                                     <C>                <C>
Operating activities
Net loss                                                                    $(3,160,416)    $ (1,843,623)
Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities:
     Depreciation and amortization                                            3,287,045        3,068,236
     Amortization of debt issuance costs                                        179,368          162,261
     Loss (gain) on disposal of fixed assets                                     46,306           (1,950)
     Deferred income taxes                                                     (509,144)        (164,740)
     Changes in operating assets and liabilities:
         Receivables                                                          1,702,923       (1,867,866)
         Inventory                                                             (256,171)        (961,247)
         Other current and non-current assets                                  (115,177)         130,167
         Accounts payable and accrued expenses                                  587,850        4,451,273
         Other current and non-current liabilities                           (1,937,508)      (2,488,336)
Net cash provided by (used in) operating activities                            (174,924)         484,175

Investing activities
Purchases of property, plant and equipment                                   (2,235,907)      (2,926,501)
Proceeds on sale of property, plant and equipment                                10,331                -
Acquisitions of businesses, net of cash acquired                             (4,946,717)     (13,077,884)
Purchase of intangible assets                                                         -         (684,287)
Acquisition costs incurred on future acquisitions                              (127,783)               -
Net cash used in investing activities                                        (7,300,076)     (16,688,672)

Financing activities
Proceeds from long-term debt                                                 52,500,000       26,500,000
Payments on long-term debt                                                  (45,000,000)     (10,000,000)
Debt issuance costs incurred                                                    (25,000)               -
Net cash provided by financing activities                                     7,475,000       16,500,000

Net increase in cash and cash equivalents                                                        295,503
Cash and cash equivalents at beginning of period                                      -                -
Cash and cash equivalents at end of period                                 $          -     $    295,503
                                                                         ====================================

Cash paid for interest                                                     $    895,950      $   461,493
                                                                         ====================================
Cash paid (received) for income taxes                                      $  1,079,035      $  (923,445)
-------------------------------------------------------------------------====================================

See accompanying notes.
</TABLE>

<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").  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.  Therefore,  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.

On March 2, 2000,  the Company  acquired  directly  and  indirectly  through ISG
Manufactured  Products,  Inc., a newly  formed  wholly-owned  subsidiary  of the
Company, all of the partnership interest of Don's Building Supply L.L.P. (Don's)
for  approximately   $5,400,000  in  cash,  subject  to  future  purchase  price
adjustments.  Don's is  engaged  in the retail  and  wholesale  distribution  of
construction  materials to residential and commercial  contractors  primarily in
the State of Texas.

The purchase  price of Don's was  allocated  based on  estimated  fair values of
assets and liabilities at the date of acquisition.  Goodwill  resulting from the
difference  between the purchase price plus acquisition costs and the net assets
acquired  totaled   approximately   $3,776,000  and  is  being  amortized  on  a
straight-line basis over 20 years.

The following pro forma combined financial information reflects operations as if
Don's and the related financing transactions had occurred as of January 1, 1999.
The pro forma  combined  financial  information  is presented  for  illustrative
purposes  only,  does not purport to be indicative  of the Company's  results of
operations as of the date hereof and is not  necessarily  indicative of what the
Company's  actual results of operations  would have been had the acquisition and
the financing transactions been consummated on such date.

                                         Quarter Ended March 31
                                          2000             1999
                                 ------------------ --------------------
          Revenues               $ 33,347,899       $ 30,722,559
          Net income (loss)      $ (3,238,937)      $ (1,849,261)

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

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

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

Certain  information  and footnote  disclosures  normally  included in financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted.  The accompanying  unaudited  interim  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes in the Company's Form 10-K for the
fiscal year ended December 31, 1999.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) 101, Revenue Recognition in Financial  Statements.  The effective
date of SAB 101 is the second  fiscal  quarter  ending after  December 15, 1999.
This  SAB  clarifies  proper  methods  of  revenue   recognition  given  certain
circumstances surrounding sales transactions.  The Company continues to evaluate
the impact of SAB 101, but believes it is in compliance  with the  provisions of
the SAB and  accordingly,  does not expect SAB 101 to have a material  effect on
its financial statements.

The  consolidated  balance  sheet at December  31, 1999 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, 2000 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 $510,136 and $255,167 for the
three months ended March 31, 2000 and March 31,  1999,  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  $101,553  and $77,745 for the three
months  ended March 31,  2000 and March 31,  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.

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,
                                      2000                   1999
                               --------------------- ---------------------
          Raw Materials                $ 355,328          $    234,073
          Finished Goods               4,465,125             3,821,352
                               --------------------- ---------------------
                                      $4,820,453          $  4,055,425
                               ===================== =====================

5.   Intangible Assets

Intangible assets consist of the following:

                                        March 31,             December 31,
                                           2000                   1999
                                    --------------------- ---------------------
       Goodwill                       $  67,866,786             $64,313,512
       Contracts                         98,522,146              98,522,146
       Patents and licenses               2,787,431               2,787,431
       Assembled work force               2,700,233               2,700,233
                                    --------------------- ---------------------
                                        171,876,596             168,323,322
       Less accumulated amortization    (16,413,752)            (14,370,775)
                                    --------------------- ---------------------
                                     $  155,462,844            $153,952,547
                                    ===================== =====================

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,
                                                 2000                  1999
                                          --------------------- ----------------
  10% Senior Subordinated Notes
        due 2008                               $100,000,000      $   100,000,000
  Secured Credit Facility                        41,000,000           33,500,000
                                          --------------------- ----------------
                                               $141,000,000       $  133,500,000
                                          ===================== ================

At March 31,  2000,  $9.0  million  was unused and  available  under the Secured
Credit Facility.

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 five legal entities,  Best, Osborne,
Terrazzo,  Magna Wall,  and Don's.  The  Company's two  reportable  segments are
managed  separately based on fundamental  differences in their operations.  Such
segment  disclosures  were not originally  presented in 1999 because the Company
did not begin to evaluate its  business in this manner until after  companies in
the building  materials  division were fully integrated.  The first quarter 1999
information is presented below for comparative purposes.

The Company evaluates performance based on profit or loss from operations before
depreciation,  amortization,  income taxes and interest  expense  (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 Best only for the
three months ended March 31, 1999,  as Osborne,  Terrazzo,  Magna Wall and Don's
were acquired  subsequent to the first quarter of 1999.  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, 2000 and
March 31, 1999, is as follows:

<TABLE>
<CAPTION>
                                                         Building
                                        CCP             Materials           Other       Consolidated
                                                                                              Total
                                   ---------------- ---------------- ----------------- -------------------
<S>                               <C>                 <C>             <C>              <C>
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

Three months ended 3/31/99:
Revenue                            $  24,400,724       $ 4,768,883     $    266,885     $    29,436,492
EBITDA                                 4,440,511           837,318       (1,898,048)          3,379,781
Total Assets                          45,403,746        17,945,961      148,947,713         212,297,420
Expenditures for PP&E                  2,695,963             8,757          221,781           2,926,501
</TABLE>

<PAGE>


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

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

General

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

On March 2, 2000,  the Company  acquired  directly  and  indirectly  through ISG
Manufactured  Products,  Inc., a newly  formed  wholly-owned  subsidiary  of the
Company, all of the partnership interest of Don's Building Supply L.L.P. (Don's)
for  approximately  $5,400,000  in cash.  Don's is  engaged  in the  retail  and
wholesale  distribution of construction  materials to residential and commercial
contractors primarily in the State of Texas.

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

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

Results of Operations

Three Months Ended March 31, 2000 compared to Three Months Ended March 31, 1999

Revenues. Revenues were $32.5 million in the first quarter of 2000, representing
an increase of $3.1 million or 10.5%,  as compared to revenues of $29.4  million
in the first quarter of 1999. Product revenues increased to $24.5 million in the
first  quarter  of 2000  from  $21.4  million  in the  first  quarter  of  1999,
representing  an increase of $3.1 million or 14.4%.  Service  revenues  remained
constant at $8.1 in the first quarter of 2000 and 1999.  The increase in product
revenues in the first quarter of 2000 is primarily due to the Acquisitions.

Cost of Product  Revenues,  Excluding  Depreciation.  Cost of product  revenues,
excluding  depreciation,  was  $19.1  million  in the  first  quarter  of  2000,
representing  an  increase  of $4.0  million or 27.0% , as  compared  to cost of
product revenues, excluding depreciation,  of $15.1 million in the first quarter
of 1999.  This  increase is due  primarily  to the  inclusion of cost of product
revenues of the  Acquisitions.  As a  percentage  of product  revenues,  cost of
product revenues excluding depreciation, increased to 78.1% in the first quarter
of 2000 from  70.4% in the first  quarter  of 1999.  This  decrease  in  product
margins is primarily due to lower margins  related to product  revenues  derived
from the Acquisitions.

Cost of Service  Revenues,  Excluding  Depreciation.  Cost of service  revenues,
excluding   depreciation  was  $5.6  million  in  the  first  quarter  of  2000,
representing  a decrease of $0.3 million or 4.6%, as compared to cost of service
revenues, excluding depreciation,  of $5.9 million in the first quarter of 1999.
This  decrease is due  primarily  to a decrease in  sub-contracted  construction
costs due to the same  services  being  performed by  personnel  employed by the
Company.  As a  percentage  of  service  revenues,  cost  of  service  revenues,
excluding  depreciation,  decreased  to 70.0% in the first  quarter of 2000 from
73.1% in the first quarter of 1999. This improvement in margin was primarily due
to an increase in higher margin services, such as construction and engineering.

Depreciation and Amortization. Depreciation and amortization was $3.3 million in
the first quarter of 2000,  representing an increase of $0.2 million or 7.1%, as
compared to depreciation  and  amortization of $3.1 million in the first quarter
of 1999. This increase resulted  primarily from the depreciation of fixed assets
acquired by the Company  throughout 1999, 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") remained constant at $4.8 million in the first
quarter of 2000 and in the first quarter of 1999.

New Product  Development.  New product  development  costs consist of scientific
research and development and market  development  expenditures.  Expenditures of
$0.5 million were made for scientific  research and development during the first
quarter of 2000  compared  to $0.3  million  during  the first  quarter of 1999.
Expenditures of $0.1 million were made for market  development  during the first
quarter of 2000 compared to $0.1 million  during the first quarter of 1999.  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 $3.5  million  in the first
quarter of 2000 from $3.2 million in the first  quarter of 1999,  primarily as a
result of an increase in outstanding indebtedness related to the Acquisitions.

Income Taxes.  Income tax benefit was $1.2 million in the first quarter of 2000,
representing  an  increase of $0.2  million or 20.9%,  as compared to income tax
benefit of $1.0 million in the first quarter of 1999. This increase  reflects an
increase  in the loss  before  taxes in the  first  quarter  of 2000,  primarily
resulting from increased  interest  expense,  increased new product  development
costs,  increased depreciation and amortization expense, and an increase in cost
of product revenues.

Net Income.  As a result of the factors  discussed  above, net loss increased to
$3.2 million in the first quarter of 2000 from $1.8 million in the first quarter
of 1999.

Liquidity and Capital Resources

The Company  financed  all of its  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 March 31, 2000, the Company had no cash and cash equivalents and $9.0 million
in availability under the Secured Credit Facility. In addition,  the Company had
working capital of approximately $9.5 million,  an increase of $0.5 million from
December 31, 1999.  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, 2000, capital expenditures amounted to approximately $2.2
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>

                               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

                  A report on Form 8-K was filed  March 17,  2000 in  connection
         with the acquisition of Don's Building Supply, Inc.


<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 15, 2000                   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)