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, 1999
                              ___________________

                                       or

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

For the transition period from  _________ to ___________

Commission File Number:         _________  



                              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,
1999:


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

<PAGE>


                               ISG Resources, Inc.

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

                               INDEX TO FORM 10-Q



                         PART I -- FINANCIAL INFORMATION


Item 1.  Financial Statements                                               Page

         Unaudited Condensed Consolidated Balance Sheets --
         March 31, 1999 and December 31, 1998................................. 1

         Unaudited Condensed Consolidated Statements of Operations --
         Three months ended March 31, 1999 and 1998 ...........................2

         Unaudited Condensed Consolidated Statements of Cash Flows --
         Three months ended March 31, 1999 and 1998 ...........................3
 
         Notes to Unaudited Condensed Consolidated Financial Statements .......4

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations ........................6

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

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

                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K .....................................9

<PAGE>
<TABLE>
<CAPTION>

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

                                                                          March 31,             December 31,
                                                                             1999                   1998
<S>                                                                   <C>                           <C>
Assets
Current assets:
   Cash and cash equivalents                                          $        295,503
                                                                                               $
                                                                                                             -
   Accounts receivable:
       Trade, net of allowance for doubtful accounts of
          $196,000 and $170,000, respectively                               18,459,421                14,975,729
       Retainage                                                               417,465                   660,609
       Other                                                                   459,470                   296,966
   Deferred tax asset                                                          198,766                   251,355
   Inventory                                                                 2,653,974                   387,258
   Other current assets                                                        611,338                   645,969
Total current assets                                                        23,095,937                17,217,886

Property, plant and equipment, net of accumulated depreciation of
   $4,688,074 and $3,562,086,
   respectively                                                             31,736,222                28,139,108
Intangible assets, net                                                     152,131,607               140,835,640
Other assets                                                                 5,333,654                 5,539,102
Total assets                                                          $    212,297,420         $     191,731,736
-------------------------------------------------------------------=================================================

Liabilities and shareholders' equity
Current liabilities:
   Accounts payable                                                   $      7,039,185         $       4,066,487
   Accrued liabilities:
      Payroll                                                                2,192,083                 1,801,657
      Interest                                                               4,670,495                 2,106,054
      Other                                                                  1,694,001                 1,534,971
   Income taxes payable                                                        481,542                   422,963
   Other current liabilities                                                   760,427                   500,000
                                                                     -----------------------------------------------
Total current liabilities                                                   16,837,733                10,432,132

Long-term debt                                                             126,500,000               110,000,000
Deferred tax liability                                                      41,069,105                41,286,434
Other liabilities                                                            2,209,989                 2,488,954

Shareholders' equity:
   Common stock, par value $1 per share; 100 shares authorized,
     issued and outstanding                                                        100                       100
   Additional paid-in capital                                               24,999,950                24,999,950
   Retained earnings                                                           680,543                 2,524,166
                                                                     -----------------------------------------------
Total shareholders' equity                                                  25,680,593                27,524,216
                                                                     -----------------------------------------------
Total liabilities and shareholders' equity                            $    212,297,420         $     191,731,736
                                                                     ===============================================
See accompanying notes.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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


                                                                       Three Months Ended
                                                                            March 31,
                                                              ------------------------------------------
                                                                      1999              1998
                                                              ------------------------------------------
<S>                                                             <C>                   <C>
Revenues:
   Product revenues                                             $     21,383,560      $     8,911,965
   Service revenues                                                    8,052,932            6,482,555
                                                              ------------------------------------------
                                                                      29,436,492           15,394,520

Costs and expenses:
   Cost of product revenues, excluding depreciation                   15,157,523            6,687,720
   Cost of service revenues, excluding depreciation                    5,927,801            5,186,044
   Depreciation and amortization                                       3,068,236            1,185,872
   Selling, general and administrative expenses                        4,994,491            1,651,099
                                                              ------------------------------------------
                                                                      29,148,051           14,710,735
                                                              ------------------------------------------
Operating income                                                         288,441              683,785

Interest income                                                            9,631               52,104
Interest expense                                                      (3,187,911)            (976,304)
Other income                                                              13,446                1,122
                                                              ------------------------------------------
Loss before income taxes                                              (2,876,393)            (239,293)
Income tax benefit (expense)                                           1,032,770              (11,675)

                                                              ==========================================
Net loss                                                        $     (1,843,623)     $      (250,968)
                                                              ==========================================



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


                                                                                 Three Months Ended
                                                                                     March 31,
                                                                               1999             1998
<S>                                                                      <C>                <C> 

Operating activities
Net loss                                                                 $   (1,843,623)    $   (250,968)
Adjustments to reconcile net loss to net cash provided by operating
   activities:
     Depreciation and amortization                                            3,068,236        1,185,872
     Amortization of debt issuance costs                                        162,261           12,987
     Gain on disposal of fixed assets                                            (1,950)               -
     Deferred income taxes                                                     (164,740)        (368,379)
     Changes in operating assets and liabilities:
         Receivables                                                         (1,867,866)      (1,110,197)
         Inventory                                                             (961,247)          28,510
         Other current and non-current assets                                   130,167          104,109
         Accounts payable and accrued expenses                                4,451,273          501,226
         Other current and non-current liabilities                           (2,488,336)         488,478
Net cash provided by operating activities                                       484,175          591,638

Investing activities
Purchases of property, plant and equipment                                   (2,926,501)        (536,080)
Proceeds on sale of property, plant and equipment                                     -          118,896
Acquisitions of businesses, net of cash acquired                            (13,077,884)     (43,691,366)
Purchase of intangible assets                                                  (684,287)               - 
Acquisition costs incurred on future acquisitions                                     -         (119,754)
Net cash used in investing activities                                       (16,688,672)     (44,228,304)

Financing activities
Proceeds from long-term debt                                                 26,500,000       42,000,000
Payments on long-term debt                                                  (10,000,000)               -
Debt issuance costs incurred                                                          -       (1,027,854)
Net cash provided by financing activities                                    16,500,000       40,972,146

Net increase (decrease) in cash and cash equivalents                            295,503       (2,664,520
Cash and cash equivalents at beginning of period                                      -        3,068,980
Cash and cash equivalents at end of period                               $      295,503     $    404,460
                                                                         ====================================

Cash paid for interest                                                   $      461,493     $     57,164
                                                                         ====================================
Cash paid (received) for income taxes                                    $     (923,445)    $    465,707
-------------------------------------------------------------------------====================================
See accompanying notes.
</TABLE>

<PAGE>

                               ISG RESOURCES, INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

Effective  January 1, 1999, ISG Resources,  Inc. (the  "Company") and its wholly
owned subsidiaries  Pozzolanic Resources,  Inc., Power Plant Aggregates of Iowa,
Inc.,  Michigan Ash Sales Company,  d.b.a.  U.S. Ash Company ("U.S.  Ash"),  U.S
Stabilization,  Inc.,  Flo  Fil  Co.,  Inc.,  Fly  Ash  Products,  Inc.  and KBK
Enterprises,  Inc. merged with and into ISG Resources, Inc., a newly formed Utah
corporation.  Prior to the merger,  ISG Resources,  Inc. had no assets and was a
wholly owned subsidiary of Industrial Services Group.  Pneumatic Trucking,  Inc.
("Pneumatic"),  a wholly owned  subsidiary  of U.S. Ash, was not merged into the
new Utah corporation.  Consequently,  Pneumatic is now a wholly owned subsidiary
of ISG Resources, Inc.

On January 7, 1999, the Company  completed the  acquisition  of all  outstanding
stock of Best Masonry and Tool Supply ("Best"). The consideration paid consisted
of  approximately  $13,300,000  in  cash.  Additionally,  the  Company  paid off
outstanding  debt of Best  approximating  $2,400,000.  The  acquisition has been
accounted for as a purchase and, accordingly,  the results of operations of Best
have been included in the  consolidated  financial  statements  since January 7,
1999.

These  financial  statements  reflect the  consolidated  financial  position and
results  of  operations  of the  Company,  and its  wholly  owned  subsidiaries,
Pneumatic  and  Best,  as of and for the  quarter  ended  March  31,  1999.  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, 1998.

The  consolidated  balance  sheet at December  31, 1998 was derived from audited
consolidated financial statements, but does not include all disclosures required
under  generally  accepted  accounting  principles.  Certain  amounts  have been
reclassified to conform to the March 31, 1999 presentation.

2.    Inventory

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

                                         March 31,             December 31,
                                            1999                   1998
                                     -------------------------------------------
         Raw Materials                 $     180,000         $           -
         Finished Goods                    2,473,974               387,258
                                     -------------------------------------------
                                       $   2,653,974         $     387,258
                                     ===========================================

3.   Intangible Assets

Intangible assets consist of the following:

                                               March 31,         December 31,
                                                1999                1998
                                         ---------------------------------------
         Goodwill                         $   56,713,361      $   44,018,454
         Contracts                            98,201,947          97,960,644
         Patents and licenses                  2,771,584           2,471,584
         Assembled work force                  2,700,233           2,700,233
                                         ---------------------------------------
                                             160,387,125         147,150,915
         Less accumulated amortization        (8,255,518)         (6,315,275)
                                         ---------------------------------------
                                          $  152,131,607      $  140,835,640
                                         =======================================

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

4.   Long-term Debt

Long-term debt consists of the following:

                                              March 31,          December 31,
                                                1999                1998
                                         ---------------------------------------
     10% Senior Subordinated Notes 
           due 2008                       $  100,000,000      $  100,000,000
     Secured Credit Facility                  26,500,000          10,000,000
                                         ---------------------------------------
                                          $  126,500,000      $  110,000,000
                                         =======================================

At March 31, 1999,  $8,500,000 was unused and available under the Secured Credit
Facility.  On April 30, 1999,  the Secured  Credit  Facility was increased  from
$35,000,000 to $50,000,000.


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

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


GENERAL

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

On January 7, 1999, the Company  acquired all of the  outstanding  stock of Best
Masonry and Tool Supply  ("Best")  for  approximately  $13,300,000  and paid off
outstanding debt of Best approximating $2,400,000. Best is engaged in the retail
and wholesale  distribution of masonry construction materials to residential and
commercial contractors from its Texas and Georgia locations.  Best also produces
its own  brand  named  formulas  of  manufactured  masonry  products.  With  the
acquisition of Best, the Company is expanding its activities to the  manufacture
and retail  sale of products  that  include  CCPs as raw  materials  and,  thus,
increasing the demand and usage of CCPs in various building products industries.

During 1998, the Company completed the acquisitions of several CCP companies, as
discussed in Form 10-K for the year ended December 31, 1998. These acquisitions,
as well as the  acquisition  of Best  (collectively,  the  "Acquisitions")  were
accounted for under the purchase  method of  accounting  and,  accordingly,  the
results of  operations  of the  respective  companies  have been included in the
consolidated  financial  statements  since  the  respective  acquisition  dates.
Accordingly,  the  financial  condition and results of operations of the Company
after the  Acquisitions is not directly  comparable to the historical  financial
condition or results of operations.

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


RESULTS OF OPERATIONS

Three Months Ended March 31, 1999 compared to Three Months Ended March 31, 1998

Revenues. Revenues were $29.4 million in the first quarter of 1999, representing
an increase of $14.0 million or 90.9%,  as compared to revenues of $15.4 million
in the first quarter of 1998. Product revenues increased to $21.4 million in the
first  quarter  of  1999  from  $8.9  million  in the  first  quarter  of  1998,
representing an increase of $12.5 million or 140.5%.  Service revenues increased
to $8.1  million  in the first  quarter  of 1999 from $6.5  million in the first
quarter of 1998, representing an increase of $1.6 million or 24.6%. The increase
in  product  revenues  in the  first  quarter  of 1999 is due  primarily  to the
Acquisitions. The increase in service revenues reflects an increased emphasis in
providing construction and other services.

Cost of Product  Revenues,  Excluding  Depreciation.  Cost of product  revenues,
excluding  depreciation,  was  $15.2  million  in the  first  quarter  of  1999,
representing  an  increase  of $8.5  million or 126.9% , as  compared to cost of
product revenues,  excluding depreciation,  of $6.7 million in the first quarter
of 1998.  This  increase is due  primarily  to the  inclusion of cost of product
revenues of the Acquisitions  since their respective dates of acquisition.  As a
percentage of product revenues, cost of product revenues excluding depreciation,
decreased  4.0% in the first  quarter of 1999 from 75.0% in the first quarter of
1998. This improvement in margin was primarily due to price increases.

Cost of Service  Revenues,  Excluding  Depreciation.  Cost of service  revenues,
excluding   depreciation  was  $5.9  million  in  the  first  quarter  of  1999,
representing a increase of $0.7 million or 13.5%, as compared to cost of service
revenues, excluding depreciation,  of $5.2 million in the first quarter of 1998.
This  increase is due primarily to the increase in service  revenues  during the
same time period. As a percentage of service revenues,  excluding  depreciation,
cost of service revenues,  excluding  depreciation,  decreased 6.0% in the first
quarter of 1999 from 80.0% in the first  quarter of 1998.  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 $3.1 million in
the first quarter of 1999,  representing  an increase of $1.9 million or 158.3%,
as  compared  to  depreciation  and  amortization  of $1.2  million in the first
quarter of 1998. This increase resulted primarily from the depreciation of fixed
assets and  amortization of goodwill and other  intangible  assets recorded as a
result of the Acquisitions.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses ("SG&A") were $5.0 million in the first quarter of 1999,
representing an increase of $3.3 million or 194.1%, as compared to SG&A expenses
of $1.7 million in the first  quarter of 1998.  This  increase in SG&A  expenses
reflects incremental SG&A costs resulting from the operation of the Acquisitions
as well as an increase in sales and marketing efforts.

Interest  Expense.  Interest  expense  increased  to $3.2  million  in the first
quarter of 1999 from $1.0 million in the first  quarter of 1998,  primarily as a
result of an increase in outstanding indebtedness.

Income Taxes.  Income tax benefit was $1.0 million in the first quarter of 1999,
representing  a decrease  of $1.0  million or 833.3%,  as compared to income tax
expense of $12,000 in the first  quarter of 1998.  This  decrease  reflects  the
decrease in taxable  income in the first  quarter of 1999,  primarily  resulting
from increased interest expense.

Net Income.  As a result of the factors  discussed  above, net loss increased to
$1.8 million in the first quarter of 1999 from $0.3 million in the first quarter
of 1998.


LIQUIDITY AND CAPITAL RESOURCES

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

At March 31,  1999,  the Company had $295,503 in cash and cash  equivalents  and
$8.5 million in  availability  under the Secured Credit  Facility.  On April 30,
1999, the Secured Credit Facility was increased from $35,000,000 to $50,000,000.
In addition,  the Company had working capital of approximately  $6.3 million,  a
decrease of $0.5 million from  December  31, 1998.  The Company  intends to make
capital  expenditures  over the next  several  years  principally  to  construct
storage,  loading and  processing  facilities  for CCPs and to replace  existing
capital  equipment.  During  the three  months  ended  March 31,  1999,  capital
expenditures  amounted to approximately $2.9 million.  Capital expenditures made
in the ordinary  course of business will be funded by cash flow from  operations
and borrowings under the Secured Credit Facility.

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


YEAR 2000 DATE CONVERSION

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

         The Company is currently working to resolve the potential impact of the
Year  2000  issue on the  processing  of  date-sensitive  data by the  Company's
computerized  information  systems.  Specifically,  the  Company  has  commenced
installation of new accounting and financial  software and anticipates that this
process will be complete by the end of July, 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 months ended March 31,
1999, as well as the amounts anticipated to be charged to expense related to the
Year  2000  computer  modifications,  have not been and are not  expected  to be
material to the  Company's  financial  position,  results of  operations or cash
flows.

         The Company is also  evaluating  and taking  steps to resolve Year 2000
compliance  issues that may be created by  customers,  suppliers  and  financial
institutions with whom the Company does business.  Because many of the Company's
suppliers  are in the heavily  regulated  utility  arena,  the Company  does not
expect  these  suppliers  to  experience  problems.  The  Company  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.
However,  there can be no guarantee  that these  assumptions  have addressed all
relevant uncertainties.

                               ISG Resources, Inc.

                                  _____________


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

                  None


Item 2.  Changes in Securities and Use of Proceeds

                  None


Item 3.  Defaults upon Senior Securities

                  None


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

                  None


Item 5.  Other Information

                  None


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

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

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

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

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

           (10)      Material Contracts:  Not Applicable

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

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

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

           (19)      Report furnished to security holders:
                     Not Applicable

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

           (23)      Consents of expert and counsel:
                     Not Applicable

           (24)      Power of attorney:  Not Applicable

           (27)      Financial Data Schedule                                27

           (99)      Additional Exhibits:  Not Applicable



         (b)   Reports on Form 8-K

                   No Reports on Form 8-K were  filed by  Registrant  during the
         three months ended March 31, 1999.


















                                   SIGNATURES


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


Date:  May 17, 1999                        ISG RESOURCES, INC.


                                               /s/
                                           -------------------------------------
                                           J. I. Everest, II
                                           Chief Financial Officer and Treasurer
                                           (As  both a duly  authorized  officer
                                           of the  Company  and as  principal
                                           financial officer of the Company)