<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                    FORM 10-QSB/A

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

For the quarterly period ended June 30, 1999

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

For the transition period from ___________________to___________________.

Commission file number:  33-14065-D

                           DRYDEN INDUSTRIES,INC.
             (Exact name of registrant as specified in its charter)

              UTAH                                             87-0476117
(State or other jurisdiction of                            (I.R.S.Employer
incorporation or organization)                            Identification No.)

  1133 Fourth St. Sarasota, FL                                      34236
(Address of principal executive offices)                          (Zip Code)

                                  (941) 362-0470
                (Registrant's telephone number, including area code)

                                  DRY DAIRY INTERNATIONAL, INC.
(Former name, former address, and former fiscal year, if changed since last
report.)

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),  Yes [X]  No [  ]  and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

The number of shares outstanding of each of the issuer's classes of common
stock, was 45,995,688 shares of common stock, par value $0.001, as of
June 30, 1999.














<PAGE> 2
PART I - FINANCIAL INFORMATION

                            ITEM 1.  FINANCIAL STATEMENTS


     The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
the financial position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.

The unaudited balance sheet of the Company as of June 30, 1999, and
the related audited balance sheet of the Company as of December 31, 1998, and
the related unaudited statements of operations, and cash flows for the three and
six month periods ended June 30, 1998 and 1999, and the unaudited statement of
stockholders' equity for the period from December 31, 1996 through June 30,
1999, are attached hereto and incorporated herein by this reference.

     Operating results for the six months ended June 30, 1999, are not
necessarily indicative of the results that can be expected for the year ending
December 31, 1999.




























<PAGE> 3
DRYDEN INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY DRY DAIRY INTERNATIONAL, INC. AND SUBSIDIARIES)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS



                                                    JUNE 30,     DECEMBER 31,
                                                      1999          1998
                                                  (Unaudited)     (Audited)
                                                 ------------    ------------
                                      ASSETS

Current Assets:
Cash                                             $ (     25)      $     161
                                                  ----------      ----------
          Total current assets                     (     25)            161
                                                  ----------      ----------

          Total Assets                           $ (     25)      $     161
                                                  ==========      ==========

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Reserve for discontinued operations         $  594,336       $ 594,336
     Accounts payable                                18,620               0
     Notes payable - shareholder                     50,000          50,000
     Accrued interest payable                         4,667           2,667
     Payable - related party                         42,000               0
     Line of credit - related party                 660,187         634,503
                                                  ----------      ----------

          Total current liabilities               1,369,810       1,281,506
                                                  ----------      ----------
          Total Liabilities                       1,369,810       1,281,506
                                                  ----------      ----------

Stockholders' Equity:
     Stock authorized 150,000,000 shares at
      $0.001 par value; 45,995,688 shares
      issued and outstanding.                        45,996          45,996
     Additional paid-in capital                   2,611,897       2,611,897
     Accumulated deficit prior to
      development stage                          (2,591,722)     (2,591,722)
     Accumulated deficit from the inception
      of development stage                       (1,436,006)     (1,347,516)
                                                  ----------      ----------

         Total Stockholders' Equity (Deficit)    (1,369,835)     (1,281,345)
                                                 -----------      ----------
         Total Liabilities and
          Stockholders' Equity                   $(      25)      $     161
                                                  ==========      ==========

<PAGE> 4

DRYDEN INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY DRY DAIRY INTERNATIONAL, INC. AND SUBSIDIARIES)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                     FROM
                                                               							       	    INCEPTION
                                                                            							 OF THE
                                                             										          DEVELOPMENT
                                                                           								STAGE ON
                                                                        											JANUARY 1,
                        FOR THE THREE MONTHS            FOR THE SIX MONTHS       1998 THROUGH
                           ENDED June 30,                  ENDED June 30,           JUNE 30,
                        1999            1998             1999         1998            1999
                     (Unaudited)    (Unaudited)       (Unaudited) (Unaudited)     (Unaudited)
                    ------------    -----------      ------------ ------------   -------------
<S>                 <C>            <C>              <C>            <C>            <C>

Revenues              $     -       $    -          $      -      $     -        $      -
                        -------       --------          --------     -------      ------------
Expenses                 45,935          -                88,490        -               -
                        -------       --------          --------     -------      ------------
Loss Before Operations
 Before Loss From
 Discontinued
 Operations              45,935          -                88,490        -              88,490
                   			  -------       --------          --------     -------      ------------
Loss From Discontinued
 Operations                 -          166,846              -        296,931        1,347,516
                        -------       --------           --------    -------      ------------
Net (loss)            $  (45,935)    $(166,846)      $   (88,490)  $(296,931)   $  (1,436,006)
                       =========      =========         =========   =========     ============
Net (loss)
  per share           $  (0.00)      $  (0.00)         $  (0.00)     $ (0.01)
                       =========      =========        =========    =========

Weighted average
 number of shares
 outstanding.        45,995,688      43,695,68        45,995,688   43,695,688
                     ==========      ==========       ==========   ==========
</TABLE>


<PAGE> 5

DRYDEN INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY DRY DAIRY INTERNATIONAL, INC. AND SUBSIDIARIES)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>

                                Common Stock                     Accumulated
                                                      Paid-in    Development
                   				     Shares       Amount       Capital      Stage
                           ---------    ---------   ----------  ------------
<S>                       <C>         <C>           <C>         <C>
Balances,
December 31, 1996         $35,295,688    $35,296    $1,707,797   ($1,536,314)

Common stock issued for cash
at $0.075 per share         3,800,000      3,800       281,200         -

Common stock issued for
Equipment at $0.075 per share
                            2,800,000      2,800       277,200         -

Common stock issued for cash
at $0.100 per share         1,000,000      1,000        99,000         -

Common stock issued for cash
at $0.050 per share         1,800,000      1,800        89,000         -

Common stock issued for cash
at $0.11 per share            500,000        500        50,500         -

Reverse canceled shares       800,000        800        107,200        -

Net loss for the year
ended December 31, 1997         -              -           -     $(1,055,048)
                            --------       --------     --------  ----------

Balance, December 31, 1997 45,995,688     $ 45,996   $2,611,897  $(2,591,772)
                           ==========     =========  ==========  ===========

Net loss for the year
 Ended December 31 1998        -               -           -     $(1,347,516)

Balance, December 31 1998  45,995,688     $ 45,996   $2,611,897  $(3,939,238)
                           ==========     =========  ==========  ============

Net loss for the period ended
June 30, 1999 (Unaudited)      -	           -	             -         (88,490)
                    				   ----------     ---------  ----------  ------------
Balance, June 30, 1999
(Unaudited)      		        45,995,688     $ 45,996   $2,611,897  $(4,027,728)
                           ==========     =========  ==========   ===========
</TABLE>

<PAGE> 6

DRYDEN INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY DRY DAIRY INTERNATIONAL, INC. AND SUBSIDIARIES)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                   					       FROM INCEPTION
                                                               				              OF THE  INCEPTION
                                                                    								  DEVELOPMENT STAGE
                                                                              ON JANUARY 1,
      	                     FOR THE THREE MONTHS        FOR THE SIX MONTHS   1998 THROUGH JUNE 30,
                                ENDED JUNE 30,            ENDED JUNE 30,       JUNE 30,
                              1999          1998          1999        1998        1999
                          (Unaudited)   (Unaudited)   (Unaudited) (Unaudited)  (Unaudited)
                         -----------   -----------    ----------- ----------  -------------
<S>                      <C>           <C>            <C>           <C>         <C>
Operating Activities:
Net gain (loss)         $( 115,935)   $( 166,846)   $( 158,490)   $( 296,931) $(1,436,006)
Adjustments to reconcile net gain
 (loss) to net cash provided
 by operating activities:
  Depreciation                -           21,000          -           42,000        -
  Loss on discontinued
  Operations                                                                      851,596
Changes in operating assets
  and liabilities:
 (Increase) decrease in accounts
    receivable                -          146,087          -          104,965        -
  (Increase) decrease in
    inventory                 -           21,882          -           36,310        -
  (Increase) decrease in other
    current assets                         5,256          -        (   5,188)       -
  Increase (decrease) in accounts
    payable                101,854     (  71,394)      130,620     (  24,732)     234,275
  Increase (decrease) in accrued
    taxes                     -        (   1,807)         -            6,076        -
  Increase (decrease) in accrued
    Interest                 1,000           -           2,000           -          2,000
                           --------     ---------    ----------     ---------   ---------
    Net cash used by operating
      activities         (  13,081)     ( 45,822)    (  25,870)    ( 137,500)    (348,135)
                           --------     ---------    ----------     ---------   ----------
Investing Activities:
 Purchase of property and equipment
                              -              -            -        (   3,397)       -
                           --------     ---------    ----------     ---------   ----------
    Net cash used by investing
     activities               -              -            -        (   3,397)       -
                           --------     ---------    ----------     ---------   ----------
Financing Activities:
 Increase in notes
   payable                   -           49,407          -           47,883       (7,993)
 Increase (decrease) in Loan
   from shareholder         12,994        (3,585)       25,684        93,014      356,103
 Issuance of common stock     -              -            -              -          -
                           --------     ---------    ----------     ---------    ----------
    Net cash provided by financing
     activities             12,994        45,822        25,684       140,897      348,110
                           --------     ---------    ----------     ---------    ----------
(Decrease) Increase in
  Cash                         (87)            0          (186)            0          (25)
Cash at beginning of period     62             0           161             0            0
                           --------     ---------    ----------     ---------    ----------
Cash at end of period       $  (25)     $      0    $      (25)     $      0    $     (25)
                           ========     =========    ==========     =========    ==========
Supplemental cash flows information:
Cash paid for:
 Interest                 $  13,994    $  20,828    $   27,684      $  8,295
 Taxes                    $     -      $     -      $      -        $      -
</TABLE>

<PAGE> 7

DRYDEN INDUSTRIES, INC. AND SUBSIDIARIES
(FORMERLY DRY DAIRY INTERNATIONAL, INC. AND SUBSIDIARIES)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998 AND DECEMBER 31, 1997


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at June 30, 1999 and
for all periods presented have been made.

Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1998 audited
consolidated financial statements. The results of operations for the periods
ended June 30, 1999 and 1998 are not necessarily indicative of the  operating
results for the full years.


NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  The Company has incurred cumulative operating losses through June
30, 1999, and has a working capital deficit at June 30, 1999. Revenues have
not been sufficient to cover it's operating costs and to allow it to continue
as a going concern. The potential proceeds from the sale of common stock,
other contemplated debt and equity financing, and increases in operating
revenues from new developments would enable the Company to continue as a going
concern. There can be no assurance that the Company can or will be able to
complete any debt or equity financing. If these efforts are not successful,
management is committed to meeting the operational cash flow needs of the
Company.


<PAGE> 8
                 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Plan of Operation

The Company began the year reclassified as a development stage company having
discontinued operations in all three of it's subsidiaries during fiscal year
1998. Due to the lack of assets and available funds, the Company's 1998 fiscal
year audited financial statements contain a "going concern" disclosure which
places into question the Company's ability to continue without substantial
increases in revenue or financing. Currently, the Company is in search of
candidates for merger which would bring operations to the Company.

On October 20, 1995, the Company completed the sale of a controlling interest
in the Company to Mr. Philip R. Lacerte of Dallas, Texas. The terms of the
purchase agreement provided that the Company issue to Mr. Lacerte, 13,827,500
shares of the Company s restricted common stock, at the time constituting
50.5% of the Company s total issued and outstanding shares, in exchange for
a cash payment of $110,000 and the extension of a line of credit for up to
$550,000, to meet the Company s then operational needs. Interest on the line
of credit is eight percent (8%) per annum.

During the fiscal year ended December 31, 1998, the line of credit was
increased to $650,000 and $634,503 of credit and interest was extended under
the terms of the line of credit agreement. This balance was due and owing at
December 31, 1998. During the quarter ended June 30, 1999, the line of credit
balance due increased to $660,187.

Liquidity and Capital Resources

At June 30, 1999, the Company had total current assets of $(25) and total
current liabilities of $1,369,810, resulting in a working capital deficit
of $(1,369,835), as opposed to current assets of $89,157 and total current
liabilities of $905,376 at June 30, 1998, resulting in a working capital
deficit of $(816,219).

During the six month period ended June 30,1999, the Company issued no shares
of its common stock. During the fiscal year ended December 31, 1998, the
Company issued no shares of it's common stock.

Management believes that new acquisitions of companies with current operations
can be successfully financed by third parties. The Company will continue to seek
other sources of financing.  Due to the Company's financial condition it does
not anticipate receiving substantial, if any, debt financing.

Results of Operations

The Company has experienced a loss from discontinued operations of $1,436,006
from inception of January 1, 1998 until June 30, 1999. At December 31, 1998,
the Company had an accumulated deficit of $2,591,722 prior to it's
reclassification as a development stage company, in large part attributed to
bad investments prior to the acquisitions of Dry Dairy and Lombardo's
Pastaria, plus the operating losses incurred by the Company during fiscal year
1995 and 1996.

<PAGE> 9
              PART II - OTHER INFORMATION

                    ITEM 1.  LEGAL PROCEEDINGS

The Company has filed an arbitration suit in accordance with the terms of it's
distribution agreement with A&C Bakeries, Inc. The Company is seeking to have
it's $250,000 up-front purchase price returned as well as other start-up costs
and damages from the termination of the agreement without cause by A&C. In
addition, the Company has successfully filed for and been awarded an injunction
blocking the withdrawal of funds by A&C Bakeries against a $250,000 letter of
credit posted by the Company and guarantee by a shareholder.


A $70,000 charge has been included in Reserve for Discontinued Operations on the
Company's balance sheet for a settlement negotiated in the case in July of 1999.

The Company has withdrawn all litigation associated with the distribution
at this time.


                    ITEM 2.  CHANGES IN SECURITIES

     None.

                    ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None.

          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 30, 1999 the Company held a special meeting of Shareholders and
approved two amendments to it's articles of incorporation. Article 1 was
amended to authorize a name change to Dryden Industries, Inc. and Article
four was amended to authorize an increase in the number of shares authorized
for issuance from 50,000,000 to 150,000,000.

The changes to the Company's Articles of Incorporation were not submitted to
the State of Utah until the second quarter and therefore the effective date
for the amendments was June 9, 1999.



                            ITEM 5.  OTHER INFORMATION

     None.

              ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS.

EXHIBIT
  NO.           DESCRIPTION
--------         -----------
  27            Financial Data Schedule

(b)  REPORTS ON FORM 8-K

     None.

<PAGE> 10
                                   SIGNATURES

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

                                         DRY DAIRY INTERNATIONAL, INC.
                                         [Registrant]


Dated:  October 26, 1999
                                         /S/Robert L. Matzig
                                             President