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

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

                                 FORM 10-QSB

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

                         Commission File No.:  0-20101
                         -----------------------------

                            URECOATS INDUSTRIES INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

               Delaware                                      13-3545304
    -------------------------------                     -------------------
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                      Identification No.)

     4100 North Powerline Road, Suite F-1, Pompano Beach, Florida  33073
     -------------------------------------------------------------------
                   (Address of principal executive offices)

                                (954) 977-5428
              --------------------------------------------------
             (registrant's telephone number, including area code)

     Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]   No [ ]
    ---      ---

     The number of shares of common Stock, par value $.01 per share, deemed
outstanding as of March 31, 1999 was 68,550,284 shares.

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











                          URECOATS INDUSTRIES INC.

                                FORM  10-QSB

                               MARCH 31, 1999

                                   INDEX
                                   -----
 
                                                                        PAGE
                                                                       ------
PART I - FINANCIAL INFORMATION
------------------------------

ITEM 1.  FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 1999
and December 31, 1998 ...............................................    3-4

Condensed Consolidated Statements of Operations for the three months
months ended March 31, 1999 and 1998 ................................      5

Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 1999 and 1998 .......................................    6-7

Notes to Condensed Consolidated Financial Statements.................      8
 
ITEM 2.  MANAGEMENT'S PLAN OF OPERATION .............................   9-11


PART II - OTHER INFORMATION
---------------------------
 
ITEM 1.  LEGAL PROCEEDINGS .........................................      12
 
ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS .................      12

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES ...........................      13

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .......      13

ITEM 5.  OTHER INFORMATION .........................................      14

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K ..........................      14
 









Page 2


                           PART I - FINANCIAL INFORMATION
                           ------------------------------
 
ITEM 1.  FINANCIAL STATEMENTS
-----------------------------


                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

                                         MARCH 31, 1999    DECEMBER 31, 1998 
                                       ------------------  -----------------
                                          (UNAUDITED)
Current Assets:
     Cash                              $          10,379   $        102,801
     Loans Receivable                              7,508             21,042
     Prepaid Expenses                             27,517             39,535
                                       ------------------  -----------------
          Total Current Assets                    45,404            163,378
                                       ------------------  -----------------
Property and Equipment, Net                      291,651            207,036
                                       ------------------  -----------------
Other Assets:
     Deposits                                      5,227              5,227
     Intangibles, Net                            998,024            997,777
                                       ------------------  -----------------
          Total Other Assets                   1,003,251          1,003,004
                                       ------------------  -----------------
               Total Assets            $       1,340,306   $      1,373,418
                                       ==================  =================

See Accompanying Notes to Condensed Consolidated Financial Statements


















Page 3


                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                           (A DEVELOPMENT STAGE COMPANY)
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (CONTINUED)

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                    ---------------------------------------

                                         MARCH 31, 1999    DECEMBER 31, 1998 
                                       ------------------  -----------------
                                           (UNAUDITED)
Current Liabilities:
     Accounts Payable and
       Accrued Expense                           849,288          1,460,515     
     Loans Payable                                65,452             72,752
     Notes Payable                     $         184,453   $        184,453
     Due to Related Parties                      389,178            232,623
                                       ------------------  -----------------
          Total Current Liabilities            1,488,371          1,950,343
                                       ------------------  -----------------
Commitments and Contingencies                    634,966            685,114
                                       ------------------  -----------------
Stockholders' (Deficit):
     Preferred Stock, $1.00 Par
       Value, 2,000,000 Shares
       Authorized; Series A
       Convertible, 750,000 Shares
       Authorized; Issued &
       Outstanding, 62,500 Shares
       Unconverted (Less Offering
       Costs of $7,465)                           55,035             55,035
     Common Stock $.01 Par Value,
       100,000,000 shares Authorized;
       68,550,284 Shares Issued &
       Outstanding, March 31, 1999;
       58,992,784 Shares Issued &
       Outstanding, December 31, 1998.           685,503            589,928
     Additional Paid-In-Capital               16,967,449         15,806,185
     Accumulated (Deficit) -
       Discontinued Operations               (14,156,915)       (13,379,285)
     Accumulated (Deficit) -
       Development Stage Operations           (4,334,103)        (4,333,902)
                                       ------------------  -----------------
        Total Stockholders' (Deficit)           (783,031)        (1,262,039)
                                       ------------------  -----------------
             Total Liabilities and
               Stockholders' (Deficit) $       1,340,306   $      1,373,418
                                       ==================  =================

See Accompanying Notes To Condensed Consolidated Financial Statements




Page 4



                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                           (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

                                          THREE MONTHS ENDED MARCH 31,
                                          ----------------------------

                                             1999              1998
                                      -----------------  -----------------
                                                             (RESTATED)

Revenues                              $            -0-   $            -0-
                                      -----------------  -----------------
Costs and Expenses:
     Selling, General and
       Administrative                          523,232            333,564
     Depreciation and Amortization             	18,510              2,766
     Research and Development                  235,888             31,051
                                      -----------------  -----------------
          Total Costs and Expenses            (777,630)          (367,381)
                                      -----------------  -----------------
Net (Loss) from Development Stage
  Operations                                  (777,630)          (367,381)

(Loss) from Discontinued Operations   $           (201)  $       (220,691)
                                      -----------------  -----------------

Net (Loss)                            $       (777,831)  $       (588,072)
                                      -----------------  -----------------

Net (Loss) Per Common Share
  Basic and Dilutive
    Development Stage Operations      $         (0.012)  $          0.011
    Discontinued Operations                     (0.000)             0.006 
                                      -----------------  -----------------
      Total                           $         (0.012)  		        (0.017)

Weighted Average Shares Outstanding         63,771,534         32,900,109
                                      -----------------  -----------------

See Accompanying Notes to Condensed Consolidated Financial Statements











Page 5


                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)  

                                           THREE MONTHS ENDED MARCH 31, 
                                           ----------------------------
                                               1999             1998
                                         ---------------  ---------------
Cash Flows from Operating Activities:
  Net (Loss)                          
	Development Stage Operations            $     (777,630)  $     (367,381)
	Discontinued Operations    			                    (201)        (220,691)

  Adjustments to Reconcile Net (Loss)
    to Net Cash (Required) by Operating
      Activities:
        Depreciation and Amortization             
          Development Stage Operations           18,510            2,766 
          Discontinued Operations                   176            6,118
     
  Changes in Assets and Liabilities:
      Prepaid Expenses                           12,018              789
      Loans Receivables                          13,534              -0-  
      Deposits                                      -0-           (9,595)  
      Accounts Payable and Accrued
        Expenses                               (611,227)          74,919  
      Due to Related Parties                    156,555            5,749 
      Decrease in Commitments and 
        Contingencies                           (50,148)             -0-
                                         ---------------  ---------------
          Net Cash (Required) by
            Operating Activities             (1,238,413)        (507,326)
                                         ---------------  ---------------
Cash Flows from Investing Activities:
  Acquisition of Property & Equipment         
    Development Stage Operations               (103,267)         (20,370)
    Discontinued Operations                          -              (135) 

(Acquisition) Write-off of Intangibles
   Development Stage Operations                    (281)             -0-
   Discontinued Operations                          -0-              -0-
                                         ---------------  ---------------
          Net Cash (Required) by
            Investing Activities         $     (103,548)         (20,505)
                                         ---------------  ---------------

See Accompanying Notes to Condensed Consolidated Financial Statements






Page 6


                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)  

                                           THREE MONTHS ENDED MARCH 31, 
                                                   (CONTINUED) 
                                           ----------------------------
                                               1999             1998
                                         ---------------  ---------------
                                                             (RESTATED)
Cash Flows from Financing Activities:
  Proceeds from Issuance of
    Common Stock                              1,256,839          556,815
  Payment of Notes                               (7,300)             -0-
  (Decrease)Increase from Loans                     -0-          (27,271)   
                                         ---------------  ---------------
     Net Cash Provided by Financing
      Activities                              1,249,539          529,554
                                         ---------------  ---------------
        Net Increase (Decrease) in Cash
          Development Stage Operations          (94,698)         (17,298)
          Discontinued Operations                 2,276           15,585
                                         ---------------  ---------------
            Net (Decrease) in Cash       $      (92,422)           1,713
                                         ===============  ===============

Supplemental Disclosure of          
  Cash Flow Information:
    Non-Cash Financing Activities:	
      Legal Fees                         $        4,760   $          -0-     
      Consultant Fees                           192,844          204,500 
      Repayment of Debts                        846,860            5,000 
      Employee Compensation  	                  212,375              -0-
                                         ---------------  ---------------
            Totals                       $    1,256,839          209,500
                                         ===============  =============== 


See Accompanying Condensed Consolidated Financial Statements














Page 7

                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION
------------------------------

     The accompanying unaudited condensed consolidated financial statements
for the three month periods ended March 31, 1999 and 1998, have been prepared
in conformity with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Regulation
S-B. The financial information as of December 31, 1998, is derived from the
registrant's Form 10-KSB for the year ended December 31, 1998.  Certain
information or footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the Securities
and Exchange Commission.

     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 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.  In the opinion of management, the accompanying financial
statements include all adjustments necessary (which are of a normal and
recurring nature) for the fair presentation of the results of the interim
periods presented.  While the registrant believes that the disclosures
presented are adequate to keep the information from being misleading, it is
suggested that these accompanying financial statements be read in conjunction
with the registrant's audited consolidated financial statements and notes for
the year ended December 31, 1998, included in the registrant's Form 10-KSB for
the year ended December 31, 1998.

     Operating results for the three month period ended March 31, 1999, are
not necessarily indicative of the results that may be expected for the
remainder of the fiscal year ending December 31, 1999.  The accompanying
unaudited condensed consolidated financial statements: include the accounts
of the registrant and its wholly-owned subsidiaries.  All significant inter-
company accounts and transactions have been eliminated in consolidation.  The
unaudited condensed consolidated financial statements for the three months
ended March 31, 1998, have been restated to conform with the results indicated
in the December 31, 1998 Form 10-KSB.

NOTE 2 - INTANGIBLES
--------------------

     The registrant evaluates the amortization period of intangibles on an
ongoing basis in light of changes in any business conditions, events or
circumstances that may indicate the potential impairment of intangible assets.
The adoption of Statement of Accounting Standards 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed Of", and the evaluation by the
registrant, did not have a significant effect on the consolidated financial
position or results of operations of the registrant for the three months ended
March 31, 1999.

Page 8


ITEM 2.  MANAGEMENT'S PLAN OF OPERATION
---------------------------------------

FORWARD LOOKING STATEMENTS

     This Form 10-QSB contains certain forward-looking statements.  For this
purpose, any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements.  These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors.

PLAN OF OPERATION

     Urecoats Industries Inc.'s (the "Company") plan of operation for the
next twelve (12) months, through its wholly-owned subsidiary, Urecoats
International, Inc., engaged in the business of acquiring, developing, and
marketing sealant and coating products containing recycled material in their
composition, for use in various industries, such as roofing, constructions,
automotive, shipping, trucking, and pavement. is to complete prototype
development of its spray application system for its "URECOATS 100" roofing
product ("Roofing Product"). The Company has set up a testing, training and
laboratory facility, for various research and development related to the
Company's current sealant products. In October 1997, Urecoats acquired all
right, title and interest in two formulae, including certain technologies for
their manufacture and application. Urecoats is also developing in its new
laboratory facility, an asphalt sealant product incorporating crumb rubber,
for the pavement industry ("Pavement Sealant").

     Urecoats also entered into a Consulting Agreement on July 21, 1998,
effective June 1, 1998, with Creative Chemical and Ponswamy Rajalingam, Ph.D.
("Dr. Raja"), the owner and inventor, respectively, of the formulas purchased
by Urecoats International, including certain technologies for their spray
application (collectively referred to as "Raja Agreement"). Dr. Raja is a
chemist dedicated to researching, developing and commercializing products
incorporating recovered raw materials in their composition. The Company also
entered into a Consulting Agreement on January 31, 1999, effective January 1,
1999, with R. Uma Umarani, Ph.D. ("Dr. Umarani"), a chemist, for the research
and development of the Pavement Sealant formula. Dr. Raja and Dr. Umarani are
both expected to become full-time employees of a to be formed wholly-owned
subsidiary, Urecoats Laboratories, Inc., which entity will be responsible for
research and development efforts of the Company.









Page 9


MARKETS AND STRATEGY

     The Company focuses on select value-added niche markets in which it can
establish strong market positions and have advantages in product development,
manufacturing and distribution.

     The Company has identified the $20 billion Roofing Industry for the
introduction of its first Product.  The Company plans to continue
implementation of product development for value-added end-use applications in
higher growth market segments, particularly sealant and coatings which
facilitate recycling and other environmentally useful sealants and coatings.
Management believes the Company's technologies provide it with advantages in
the development of new products and the penetration of new markets.
 
     The Company intends is pursuing additional strategic acquisitions that
will allow it to establish its market position in targeted markets. Management
believes that the high degree of fragmentation in the adhesives, sealants and
coatings industry will continue to provide suitable acquisition candidates.
Potential acquisition candidates will be evaluated based upon the ability of
the Company to: (i) expand its product line; (ii) enhance its product
development capabilities; (iii) market products through new or expanded
distribution channels; and (iv) increase its international presence.

     Management believes it has significant opportunities to establish its
products in international markets, to enter developing markets and to
establish new customer relationships.  Management also believes it has a
world class "Rubber Sealant Membrane (RSM)" that will enhance, support and
change many industries.

MANUFACTURING, PACKAGING AND DISTRIBUTION

     Urecoats has initiated plans to handle initial URECOATS 100 manufacturing,
packaging and distribution through contract manufacturers. These contract
manufacturers will prepare the various components of the product, as specified
by Urecoats, provide for private label packaging and assist with shipping of
product components to Mexico and other countries, for distribution to the
customer.  The Company is also considering establishing a subsidiary to handle
its future manufacturing, packaging and distribution needs.

RESEARCH AND DEVELOPMENT

     The Company presently conducts research and development activities,
primarily related to products containing recycled materials in their formula
and spray application systems, through outside consultants.  As mentioned
above, Urecoats retained Dr. Umarani, to concentrate on research and
development of an Pavement Sealant formula, made for the pavement industry.
The goal of the Pavement Sealant is to develop a sealant with excellent
performance, longer duration and lower cost, as compared to existing asphalt
sealant products in the marketplace today.

     The Company expended approximately $235,888 on research and development
of products and spray application systems for the quarter ended March 31, 1999.


Page 10


PATENTS, TRADEMARKS AND LICENSES

     The Company has submitted information on its proprietary formula and
specially designed spray application system, to its intellectual property
legal counsel for review and, in August 1998, the formula became the
subject of a utility patent application filed by the Company with the
United States Patent and Trademark Office ("USPTO").  The prototype spray
application system is still being reviewed at this time.

   The Company utilizes URECOATS 100 as a trademark name and is presently
marketing the Roofing Product under that trademark name.  Management also
performed trademark research on the name "Rubber Sealant Membrane (RSM)",
which trademark will be used for sales and marketing efforts. Trademark and
servicemark applications are presently being prepared and expected to be
filed with the USPTO during the second quarter of 1999.

     The Company is also currently gathering information, collecting data
from various tests, and working closely with its Patent Legal Counsel on
the preparation and expected filing of three additional patent applications,
seeking protection on its prototype spray application systems, for the
"Rubber Sealant Membrane (RSM)" Roofing Product and Pavement Sealant, as
well as the formula of the Pavement Sealant.

YEAR 2000 COMPLIANCE BY THE COMPANY AND OTHERS
  
   Year 2000 compliance concerns the ability of certain computerized
information systems to properly recognize date-sensitive information, such as
invoices for the Company's services, as the year 2000 approaches. Systems
that do not recognize such information could generate erroneous data or cause
systems to fail; this problem may occur as early as calendar year 1999. The
Company has received notifications from its various vendors, suppliers, and
equipment manufacturers, of their Year 2000 compliant systems.  The Company
also has updated its computer systems and hardware to be Year 2000 compliant.
However, there still remains a slight risk for the Year 2000 compliance of
those with whom the Company does business, primarily third party payors.

FINANCIAL CONDITIONS

     The Company has suffered losses from discontinued operations resulting
in an accumulated (deficit) of $(14,156,915); and recurring losses from
development stage operations of $(4,334,103).

     The Company currently does not have the liquidity or capital resources
to fund Urecoats without raising capital either from borrowing or from the
sale of additional shares of stock.  In 1999, the Company borrowed
approximately $377,000 for its operations.  The Company anticipates raising
further financing through the sale of additional unregistered, restricted
common stock.  Management is continuing to negotiate with vendors and various
legal counsel to resolve all claims and judgments from former discontinued
operations.




Page 11



                            PART II - OTHER INFORMATION
                            ---------------------------
 
ITEM 1.  LEGAL PROCEEDINGS
--------------------------

     No material, and thus reportable, changes have occurred since the filing
of the Company's Form 10-KSB for the Year Ended December 31, 1998, with regard
to litigation of the Company.  Refer to the Company's Form 10-KSB for the Year
Ended December 31, 1998 for more information.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
--------------------------------------------------

     During the quarterly period ended March 31, 1999, the Company issued
restricted common stock, for certain private transactions, in reliance on
Section 4(2) of the Act, as described below:

          (a)  The Company issued 23,000 shares of restricted common stock,
on behalf of its Urecoats subsidiary, pursuant to a consulting arrangement.
This transaction was valued and recorded at $3,128.

          (b)  The Company issued 1,130,000 shares of restricted common stock,
on behalf of its Urecoats subsidiary, in payment of accrued consulting fees of
$120,570 and a vendor account payable of $2,500.

          (c)  The Company issued 3,126,000 shares of restricted common stock,
in payment of accrued consulting fees of $292, 140 and accrued legal fees of
$212,150.

          (d)  The Company issued 2,500,000 shares of restricted common stock,
in repayment of loans of $187,500 from Richard J. Kurtz, Chairman of the Board
of the Company.

          (e)  The Company issued 800,000 shares of restricted common stock,
in payment of accrued bridge loan fees.  The transaction was valued and
recorded at $32,000.

          (f)  The Company issued 468,500 shares of restricted common stock,
in payment of consulting fees, 350,000 of which were issued to Charles
Gargano, a Director of the Company.  These transactions were valued and
recorded at $63,716.

          (g)  The Company issued 35,000 shares of restricted common stock,
in payment of legal fees.  The transaction was valued and recorded at $4,760.

          (h)  The Company issued 1,000,000 shares of restricted common stock,
as initial additional compensation to Larry T. Clemons, President of the
Company.  The transaction was valued and recorded as $200,000.



           

Page 12


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
----------------------------------------

None

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


     A Special Meeting of the Shareholders of the Company, under its former
name of Winners All International, Inc., was held at the offices of the
Company on February 8, 1999 pursuant to notice and proxy statement, wherein
the following matters were considered and approved by the requisite
majority voting requirements:

       1.  Authorized an amendment to the Company's Restated Certificate of
           Incorporation increasing the authorized common stock of the
           Company from a total of 60,000,000 shares of common stock having
           a par value $.01 per share to 100,000,000 shares of Common Stock
           having a par value of $.01 per share;

       2.  Authorized an amendment to the Company's Restated Certificate of
           Incorporation to change the name of the Company to Urecoats
           Industries Inc.;

       3.  Ratified the Company's 1999 Consultant and Employee Stock
           Purchase and Option Plan covering a total of 8,000,000 shares of
           common stock.

     A list of the shareholders entitled to vote at the meeting and arranged
in alphabetical order was presented to the meeting for examination by any
shareholder present or by the Inspector of Elections.  The list was certified
by the Company's Transfer Agent, Continental Stock Transfer & Trust Company,
in New York.  The former President of the Company acknowledged that a total of
28,313,058 shares represented the amount necessary to constitute a quorum for
a valid meeting.  There was present, by proxy and in person a total of
30,344,640 shares.  Accordingly a quorum was present for the valid conduct of
business.

     The Inspector of Elections' report reflected the following results:

       1.  A total of 29,162,320 shares were voted for Proposal #1
           constituting more than a majority of those entitled to vote in
           person and by proxy at this meeting;

       2.  A total of 31,248,205 shares were voted for Proposal #2
           constituting more than a majority of the total number of shares
           present at the meeting and entitled to vote in person or by proxy;

       3.  A total of 17,971,307 shares were voted for Proposal #3
           constituting more than a majority of the total number of shares
           present at the meeting and entitled to vote in person or by proxy
           thereat.

Page 13


ITEM 5.  OTHER INFORMATION
--------------------------

None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

     (a)  EXHIBITS

          10.1  EXECUTIVE COMPENSATION DESCRIPTION - LARRY T. CLEMONS

          27.1  FINANCIAL DATA SCHEDULE - MARCH 31, 1999

          27.2  RESTATED FINANCIAL DATA SCHEDULE - MARCH 31, 1998

     (b)  REPORTS ON FORM 8-K

          1.    Filed February 17, 1999 






























Page 14


                                  SIGNATURES
                                  ----------     
 
     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pompano Beach, and State of Florida on
May 20, 1999.

 
URECOATS INDUSTRIES INC.
     (Registrant)
 


/s/ Larry T. Clemons                            May 20, 1999
----------------------------                    -----------------
Larry T. Clemons                                Date
President and Treasurer

 
/s/ Michael T. Adams                            May 20, 1999
----------------------------                    -----------------
Michael T. Adams                                Date
Vice President and Secretary






























Page 15


                                EXHIBIT INDEX
                                -------------


EXHIBIT NO.      EXHIBIT DESCRIPTION
-----------      -------------------

    10.1  EXECUTIVE COMPENSATION DESCRIPTION - LARRY T. CLEMONS

    27.1  FINANCIAL DATA SCHEDULE - MARCH 31, 1999

    27.2  RESTATED FINANCIAL DATA SCHEDULE - MARCH 31, 1998






































Page 16