================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------

                                   FORM 10-Q

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

        FOR QUARTER ENDED JUNE 30, 1999 COMMISSION FILE NUMBER 333-43619

                        UNITED DEFENSE INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                               52-2059782
(State or other jurisdiction of                             (I.R.S. employer
 incorporation ororganization)                            Identification number)

                         Guarantors and Co-registrants

     Iron Horse Investors, L.L.C.                 Delaware 52-2059783
     UDLP Holdings Corp.                          Delaware 52-2059780
     United Defense, L.P.                         Delaware 54-1693796
                             ----------------------

                        1525 WILSON BOULEVARD, SUITE 700
                              ARLINGTON, VA 22209
                                 (703) 312-6100

        (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES OF
                       EACH REGISTRANT AND CO-REGISTRANT)
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (703) 312-6100

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

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of August 6, 1999:

                                                             No. of        Par
                                                             Shares        Value
                                                             ------        -----

United Defense Industries, Inc. ...........................  18,042,524    $0.01
Iron Horse Investors, L.L.C. ..............................  -none-
UDLP Holdings Corp. .......................................       1,000    $0.01
United Defense, L.P. ......................................  -none-

================================================================================
<PAGE>

                          IRON HORSE INVESTORS, L.L.C.
                         UNITED DEFENSE INDUSTRIES, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION                                              PAGE

Item 1 - Unaudited Consolidated Financial Statements
           Iron Horse Investors, L.L.C.

         Unaudited Consolidated Balance Sheets as of December 31,
           1998 and June 30, 1999                                          1

         Unaudited Consolidated Statements of Operations for the
           Three Months Ended and for the Six
           Months Ended June 30, 1998 and 1999                             2

         Unaudited Consolidated Statement of Members' Capital
           for the Six Months Ended June 30, 1999                          3

         Unaudited Consolidated Statements of Cash Flows
           for the Six Months Ended June 30, 1998 and 1999                 4

         Notes to Unaudited Consolidated Financial Statements              5

         Unaudited Consolidated Financial Statements -
           United Defense Industries, Inc.

         Unaudited Consolidated Balance Sheets as of
           December 31, 1998 and June 30, 1999                             6

         Unaudited Consolidated Statements of Operations for the
           Three Months Ended and for the Six
           Months Ended June 30, 1998 and 1999                             7

         Unaudited Consolidated Statement of Stockholders' Equity
           for the Six Months Ended June 30, 1999                          8

         Unaudited Consolidated Statements of Cash Flows
           for the Six Months Ended June 30, 1998 and 1999                 9

         Notes to Unaudited Consolidated Financial Statements              10

Item 2 - Management's Discussion and Analysis of the Results
         of Operations and Financial Condition                             11-16

Item 3 - Quantitative and Qualitative Disclosures About Market Risk        17
<PAGE>

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings                                                 18
Item 6 - Exhibits and Reports on Form 8-K                                  18-19

SIGNATURE

<PAGE>
                          Iron Horse Investors, L.L.C.
                      Unaudited Consolidated Balance Sheets

                                 (In thousands)
<TABLE>
<CAPTION>
<S>                                                    <C> <C>         <C> <C>
Assets                                        December 31, 1998   June 30, 1999
                                              -------------------------------------
Current assets:
     Cash and marketable securities                     $85,520            $15,608
     Trade receivables                                   64,395             81,140
     Inventories                                        254,343            256,913
     Other current assets                                 4,255              4,506

                                              -------------------------------------
  Total current assets                                  408,513            358,167

Property, plant and equipment, net                      122,721             99,628

Intangible assets, net                                  330,024            295,335
Prepaid pension cost                                    123,912            127,626
Prepaid postretirement benefit cost                           -              1,161
Other assets                                              5,910              3,675

                                              -------------------------------------
Total assets                                           $991,080           $885,592
                                              =====================================

Liabilities and Capital
Current liabilities:
     Current portion of long-term debt                  $16,643            $23,086
     Accounts payable, trade and other                   88,497             54,943
     Advanced payments                                  258,395            271,417
     Accrued and other liabilities                       75,832             88,214

                                              -------------------------------------
     Total current liabilities                          439,367            437,660

Long-term liabilities net of current portion:
    Accrued pension cost                                 12,807             15,883
    Accrued postretirement benefit cost                   1,803              1,481
    Long-term debt                                      490,343            376,800
    Other liabilities                                    22,630             33,717

                                              -------------------------------------
Total liabilities                                       966,950            865,541

Minority interest                                         3,851              3,712
Commitments and contingencies

Members' capital                                         20,279             16,339
                                              -------------------------------------

Total liabilities and members' capital                 $991,080           $885,592
                                              =====================================
</TABLE>
                                                                               1
<PAGE>
                          Iron Horse Investors, L.L.C.
                 Unaudited Consolidated Statements of Operations

                                 (In thousands)
<TABLE>
<CAPTION>
<S>                                          <C> <C>        <C> <C>         <C> <C>         <C> <C>
                                        Three months    Three months     Six months      Six months
                                            ended          ended           ended           ended
                                        June 30, 1998  June 30, 1999   June 30, 1998   June 30, 1999
                                       ------------------------------- -------------------------------

Revenue:
     Sales                                    $316,866       $331,630        $631,670        $596,160

Costs and expenses:
     Cost of sales                             260,792        273,505         541,127         494,656
     Selling, general and
      administrative expenses                   35,369         46,869          86,809          83,632
     Research and development                    3,924           (677)          6,628           1,046
                                       ------------------------------- --------------- ---------------
          Total expenses                       300,085        319,697         634,564         579,334

     Earnings related to investments
        in foreign affiliates                   (9,899)           323           5,450             640
                                       ------------------------------- --------------- ---------------
Income from operations                           6,882         12,256           2,556          17,466

Other income (expense):
     Interest income                               227            358             512             722
     Interest expense                          (10,920)       (10,270)        (26,336)        (21,046)
     Miscellaneous, net                             68              -              68
                                       ------------------------------- --------------- ---------------
Income (loss) before income taxes
and minority interest                           (3,743)         2,344         (23,200)         (2,858)
Provision for income taxes                         701            625           1,701           1,250
                                       ------------------------------- -------------------------------
Income (loss) before minority interest          (4,444)         1,719         (24,901)         (4,108)
Minority interest                                    -            (71)              -             168
                                       ------------------------------- -------------------------------
Net income (loss)                              ($4,444)        $1,648        ($24,901)        ($3,940)
                                       =============================== ===============================
</TABLE>
                                                                               2
<PAGE>
                  Iron Horse Investors, L.L.C.
                Unaudited Consolidated Statement
                      of Members' Capital
                         (In thousands)


                                                       Amount
                                                  ---------------

Balance, December 31, 1998                               $20,279
Net loss for the six months ended June 30, 1999           (3,940)
                                                  ---------------
Balance, June 30, 1999                                   $16,339
                                                  ===============

                                                                               3
<PAGE>
                         Iron Horse Investors, L.L.C.
                Unaudited Consolidated Statements of Cash Flows

                                (In thousands)
<TABLE>
<CAPTION>
<S>     <C>
                                                        Six months         Six months
                                                           ended             ended
                                                       June 30, 1998     June 30, 1999
                                                     -----------------------------------

Operating activities
Net loss                                                    ($24,901)           ($3,940)
Adjustments to reconcile net loss to cash
  provided by operating activities:
   Depreciation                                               34,634             33,668
   Amortization                                               49,388             42,217
   Minority interest                                               -               (168)
   Other                                                       1,663              2,892
Changes in assets and liabilities:
   Trade receivables                                          (6,742)           (16,745)
   Inventories                                                64,604             (2,570)
   Other assets                                                1,047               (451)
   Prepaid pension cost                                        2,814             (3,714)
   Prepaid postretirement benefit cost                             -             (1,161)
   Accounts payable, trade and other                         (33,907)           (33,554)
   Advanced payments                                         (67,219)            13,022
   Accrued and other liabilities                              19,194             23,470
   Accrued pension cost                                       (6,161)             3,076
   Accrued post retirement benefits                              521               (322)
                                                   -------------------------------------
Cash provided by operating activities                         34,935             55,720
                                                   -------------------------------------

Investing activities
   Capital spending                                          (11,308)           (19,398)
   Disposal of property, plant and equipment                   3,015                837
                                                   -------------------------------------
Cash used in investing activities                             (8,293)           (18,561)
                                                   -------------------------------------

Financing activities
   Payments on long-term debt                                (40,964)          (107,100)
   Proceeds from sale of common stock by subsidiary            5,408                 29
                                                   -------------------------------------
Cash used in financing activities                            (35,556)          (107,071)
                                                   -------------------------------------

Decrease in cash and marketable securities                    (8,914)           (69,912)
Cash and marketable securities, beginning of period           35,623             85,520
                                                   -------------------------------------
Cash and marketable securities, end of period                $26,709            $15,608
                                                   =====================================
</TABLE>

                                                                               4
<PAGE>

                          Iron Horse Investors, L.L.C.

             Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1999


1.    Basis of Presentation

The financial information presented as of any other date than December 31 has
been prepared from the books and records without audit. Financial information as
of December 31 has been derived from the audited financial statements of Iron
Horse Investors, L.L.C. (the "Company"), but does not include all the dislosures
required by generally accepted accounting principles. In the opinion of
management, the accompanying unaudited financial statements contain all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the Company's financial position as of June 30, 1999, and the
results of its operations and cash flows for the periods ended June 30, 1999 and
1998. The results of operations are not necessarily indicative of the results
that may be expected for the year ending December 31, 1999. These unaudited
consolidated financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.

2.    Commitments and Contingencies

Alliant Techsystems, Inc. ("Alliant"), a subcontractor to United Defense, L.P.
("UDLP") in connection with the Paladin howitzer prime contract, filed suit in
February 1998 against UDLP and its former owners. Alliant seeks damages in an
unspecified amount on breach of contract and other theories. The dispute arises
out of a U.S. Army-directed termination for convenience in 1996 of certain
subcontract work, which until the time of termination had been performed by
Alliant. Management does not believe that Alliant's suit will have a material
adverse impact on the Company.

The Company is also a defendant in two so-called qui tam cases filed under the
U.S. Civil False Claims Act (the "FCA") by one present and one former employee
of the Company's Armament Systems Division in Fridley, Minnesota. The FCA, among
other things, permits individuals to seek recovery, including treble damages and
additional civil penalties, of amounts which under certain circumstances have
been improperly claimed from the government by its contractors, and provides
that such plaintiffs may personally collect 15-30% of any recovery obtained.
Each case primarily alleges that the Company improperly obtained payment under
various government contracts by supplying components which did not comply with
applicable technical specifications. The Department of Justice has declined to
intervene in either case. On motion by the Company, one case, U.S. EX REL.SHUKLA
V. UNITED DEFENSE, ET AL., has been dismissed, but the opposing party may appeal
such dismissal. In the other case, U.S. EX REL. SEMAN AND SHUKLA V. UNITED
DEFENSE, ET AL, the Company has filed an answer denying the material
allegations. Management does not believe the suits will have a material adverse
impact on the Company.


<PAGE>
                          United Defense Industries, Inc.
                       Unaudited Consolidated Balance Sheets

                                  (In thousands)
<TABLE>
<CAPTION>
<S>                                                    <C> <C>          <C> <C>
Assets                                        December 31, 1998    June 30, 1999
                                              --------------------------------------
Current assets:
     Cash and marketable securities                      $85,520            $15,608
     Trade receivables                                    64,395             81,140
     Inventories                                         254,343            256,913
     Other current assets                                  4,255              4,506

                                              --------------------------------------
  Total current assets                                   408,513            358,167

Property, plant and equipment, net                       122,721             99,628

Intangible assets, net                                   330,024            295,335
Prepaid pension cost                                     123,912            127,626
Prepaid postretirement benefit cost                            -              1,161
Other assets                                               4,571              2,336
                                              --------------------------------------
Total assets                                            $989,741           $884,253
                                              ======================================

Liabilities and Equity
Current liabilities:
     Current portion of long-term debt                   $16,643            $23,086
     Accounts payable, trade and other                    88,497             54,943
     Advanced payments                                   258,395            271,417
     Accrued and other liabilities                        75,832             88,214
                                              --------------------------------------
     Total current liabilities                           439,367            437,660

Long-term liabilities net of current portion:
    Accrued pension cost                                  12,807             15,883
    Accrued postretirement benefit cost                    1,803              1,481
    Long-term debt                                       490,343            376,800
    Other liabilities                                     22,630             33,717
                                              --------------------------------------
Total liabilities                                        966,950            865,541

Commitments and contingencies

Stockholders' Equity :
    Common Stock $.01 par value, 20,000,000 authorized;
     18,039,624 and 18,042,524 issued and outstanding
     at December 31, 1998 and June 30, 1999                  180                180
     Additional paid-in-capital                          180,216            180,245
     Stockholders' loans                                  (1,339)            (1,339)
     Retained deficit                                   (156,266)          (160,374)
                                              --------------------------------------
     Total stockholders' equity                           22,791             18,712
                                              --------------------------------------
Total liabilities and stockholders' equity              $989,741           $884,253
                                              ======================================
</TABLE>

                                                                               6
<PAGE>
                         United Defense Industries, Inc.
                 Unaudited Consolidated Statements of Operations

                                 (In thousands)
<TABLE>
<CAPTION>
<S>                           <C>            <C>                   <C>           <C>
                               Three months    Three months     Six months      Six months
                                   ended          ended            ended          ended
                               June 30, 1998  June 30, 1999    June 30, 1998  June 30, 1999
                              ------------------------------- -------------------------------

Revenue:
     Sales                           $316,866       $331,630         $631,670       $596,160

Costs and expenses:
     Cost of sales                    260,792        273,505          541,127        494,656
     Selling, general and
      administrative expenses          35,369         46,869           86,809         83,632
     Research and development           3,924           (677)           6,628          1,046
                              ------------------------------- -------------------------------
          Total expenses              300,085        319,697          634,564        579,334

     Earnings related to investments
        in foreign affiliates          (9,899)           323            5,450            640
                              ------------------------------- -------------------------------
Income from operations                  6,882         12,256            2,556         17,466

Other income (expense):
     Interest income                      227            358              512            722
     Interest expense                 (10,920)       (10,270)         (26,336)       (21,046)
                              ------------------------------- -------------------------------
Income (loss) before taxes             (3,811)         2,344          (23,268)        (2,858)
Provision for income taxes                701            625            1,701          1,250
                              ------------------------------- -------------------------------
Net income (loss)                     ($4,512)        $1,719         ($24,969)       ($4,108)
                              =============================== ===============================
</TABLE>

                                                                               7
<PAGE>
                         United Defense Industries, Inc.
                        Unaudited Consolidated Statement
                             of Stockholders' Equity

                                 (In thousands)
<TABLE>
<CAPTION>
<S>                                <C>          <C>          <C>           <C>              <C>
                                                Additional
                                     Common      Paid-In     Retained     Stockholders'
                                      Stock      Capital     Deficit          Loans          Total
                                    ----------------------------------------------------------------

Balance, December 31, 1998               $180    $180,216    ($156,266)        ($1,339)     $22,791

Sale of Common Stock                                   29                                        29

Net loss for the six months ended
          June 30, 1999                                         (4,108)                      (4,108)
                                    ----------------------------------------------------------------
Balance, June 30, 1999                   $180    $180,245    ($160,374)        ($1,339)     $18,712
                                    ================================================================
</TABLE>

                                                                               8
<PAGE>
                         United Defense Industries, Inc.
                 Unaudited Consolidated Statement of Cash Flows

                                 (In thousands)
<TABLE>
<CAPTION>
<S>                                                     <C>                 <C>
                                                          Six months         Six months
                                                             ended              ended
                                                         June 30, 1998      June 30, 1999
                                                       -------------------------------------

Operating activities
Net loss                                                        ($24,969)           ($4,108)
Adjustments to reconcile net loss to cash
  provided by operating activities:
   Depreciation                                                   34,634             33,668
   Amortization                                                   49,388             42,217
   Other                                                           1,731              2,892
Changes in assets and liabilities:
   Trade receivables                                              (6,742)           (16,745)
   Inventories                                                    64,604             (2,570)
   Other assets                                                    1,047               (451)
   Prepaid pension cost                                            2,814             (3,714)
   Prepaid postretirement benefit cost                                 -             (1,161)
   Accounts payable, trade and other                             (33,907)           (33,554)
   Advanced payments                                             (67,219)            13,022
   Accrued and other liabilities                                  19,194             23,470
   Accrued pension cost                                           (6,161)             3,076
   Accrued post retirement benefits                                  521               (322)
                                                       -------------------------------------
Cash provided by operating activities                             34,935             55,720
                                                       -------------------------------------

Investing activities
   Capital spending                                              (11,308)           (19,398)
   Disposal of property, plant and equipment                       3,015                837
                                                       -------------------------------------
Cash used in investing activities                                 (8,293)           (18,561)
                                                       -------------------------------------
Financing activities
   Payments on long-term debt                                    (40,964)          (107,100)
   Proceeds from sale of common stock                              5,408                 29
                                                       -------------------------------------
Cash used in financing activities                                (35,556)          (107,071)
                                                       -------------------------------------

Decrease in cash and marketable securities                        (8,914)           (69,912)
Cash and marketable securities, beginning of period               35,623             85,520
                                                       -------------------------------------
Cash and marketable securities, end of period                    $26,709            $15,608
                                                       =====================================
</TABLE>

                                                                               9
<PAGE>


                         United Defense Industries, Inc.

             Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1999


1.    Basis of Presentation

The financial information presented as of any other date than December 31 has
been prepared from the books and records without audit. Financial information as
of December 31 has been derived from the audited financial statements of United
Defense Industries, Inc. (the "Company"), but does not include all the
dislosures required by generally accepted accounting principles. In the opinion
of management, the accompanying unaudited financial statements contain all
adjustments, consisting of only normal recurring adjustments necessary to
present fairly the Company's financial position as of June 30, 1999 and the
results of its operations and cash flows for the periods ended June 30, 1999 and
1998. The results of operations are not necessarily indicative of the results
that may be expected for the year ending December 31, 1999. These unaudited
consolidated financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.

2.    Commitments and Contingencies

Alliant Techsystems, Inc. ("Alliant"), a subcontractor to United Defense, L.P.
("UDLP") in connection with the Paladin howitzer prime contract, filed suit in
February 1998 against UDLP and its former owners. Alliant seeks damages in an
unspecified amount on breach of contract and other theories. The dispute arises
out of a U.S. Army-directed termination for convenience in 1996 of certain
subcontract work, which until the time of termination had been performed by
Alliant. Management does not believe that Alliant's suit will have a material
adverse impact on the Company.

The Company is also a defendant in two so-called qui tam cases filed under the
U.S. Civil False Claims Act (the "FCA") by one present and one former employee
of the Company's Armament Systems Division in Fridley, Minnesota. The FCA, among
other things, permits individuals to seek recovery, including treble damages and
additional civil penalties, of amounts which under certain circumstances have
been improperly claimed from the government by its contractors, and provides
that such plaintiffs may personally collect 15-30% of any recovery obtained.
Each case primarily alleges that the Company improperly obtained payment under
various government contracts by supplying components which did not comply with
applicable technical specifications. The Department of Justice has declined to
intervene in either case. On motion by the Company, one case, U.S. EX REL.
SHUKLA V. UNITED DEFENSE, ET AL., has been dismissed, but the opposing party may
appeal such dismissal. In the other case, U.S. EX REL. SEMAN AND SHUKLA V.
UNITED DEFENSE, ET AL, the Company has filed an answer denying the material
allegations. Management does not believe the suits will have a material adverse
impact on the Company.

<PAGE>
                          IRON HORSE INVESTORS, L.L.C.
                         UNITED DEFENSE INDUSTRIES, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

              OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

                                  June 30, 1999


Forward-Looking Statements

      Management's Discussion and Analysis of the Results of Operations and
Financial Condition contains forward-looking statements that are based on
management's expectations, estimates, projections and assumptions. Words such as
"expects," "anticipates," "plans," "believes," "estimates," or variations of
these words and similar expressions are intended to identify forward-looking
statements which include but are not limited to projections of revenues,
earnings, performance, cash flows and contract awards. Forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements are not guarantees of
future performance and involve certain risks and uncertainties which are
difficult to predict. Therefore, actual future results and trends may differ
materially from those made in or suggested by any forward-looking statements due
to a variety of factors, including: the ability of United Defense Industries,
Inc. (the "Company") to design and implement key technological improvements
(such as, for example in the Crusader program) and to execute its internal
performance plans; performance issues with key suppliers and subcontractors;
developments with respect to contingencies such as legal proceedings and
environmental matters; labor negotiations; changing priorities or reductions in
the U.S. government defense budget; the performance of, and political and other
risks associated with, the Company's international operations and joint
ventures; termination of government contracts due to unilateral government
action and the impact of the "Year 2000" issue on the Company and its customers
and suppliers.

      The following discussion and analysis should be read in conjunction with
the financial statements and related notes and the other financial information,
included elsewhere in this report, and with the Company's Annual Report on Form
10-K for the year ended December 31, 1998.

Introduction

      In October 1997, Iron Horse Investors, L.L.C. ("Iron Horse") was funded
with $173 million of equity capital from Carlyle Investment Fund Partnerships,
which was invested in the Company. On October 6, 1997, the Company acquired (the
"Acquisition") directly or through its wholly owned subsidiary, UDLP Holdings
Corp., 100% of the partnership interests in United Defense, L.P. ("UDLP") for
$880.0 million from FMC Corporation ("FMC") and Harsco Corporation ("Harsco").
This price was subsequently adjusted downward by $16.1 million to reflect
adjustment clauses in the Acquisition agreement.
<PAGE>

      United Defense Industries, Inc. is the only asset of Iron Horse.
Accordingly, Management's Discussion and Analysis of the Results of Operations
and Financial Condition is the same for both Iron Horse and United Defense
Industries, Inc. The Company's subsidiary guarantors, UDLP Holdings Corp. and
UDLP, are directly or indirectly wholly owned by the Company and both of those
subsidiary guarantors have guaranteed the Company's 8 3/4% Senior Subordinated
Notes on a full, unconditional and joint and several basis. Any non-guarantor
subsidiaries have assets, equity, income and cash flows on an individual and
combined basis less than 3% of related amounts of the Company. Accordingly,
separate financial statements of those subsidiaries are not considered material
or provided herein.

Overview

      The Company is a leading supplier of tracked, armored combat vehicles and
weapons delivery systems to the U.S. Department of Defense ("DoD") and a number
of allied military forces worldwide. The Company's products include critical
elements of the U.S. military's tactical force structure. The Company had a firm
funded backlog of approximately $1.5 billion as of June 30, 1999, a substantial
majority of which is derived from sole-source, prime contracts. Approximately
85% of the Company's sales for the first six months of 1999 were to the U.S.
government, primarily to agencies of the DoD (excluding foreign military sales),
or through subcontracts with other government contractors.

      For a description of the Company's business and principal operating
programs, see the Form 10-K for the year ended December 31 1998.

      There have been no material changes to the Company's major programs from
those described in the Company's Form 10-K other than additional funding as new
contracts are negotiated and awarded.

Results of Operations

      Three  Months  Ended June 30, 1999  ("Three  Months  1999")  Compared to
Three Months Ended June 30, 1998 ("Three Months 1998").

      Revenue. Revenue in the Three Months 1999 was $331.6 million, higher by
$14.7 million, or 4.6%, from the Three Months 1998. The increase was due to a
larger shipment in 1999 of vertical launcher systems, new deliveries of M9
armored combat earth movers and rebuilt AAV7 amphibious vehicles, partly offset
by declines due to the completion of the self-propelled howitzer shipments to
Taiwan and the decline of M109A6 Paladin production.

      Gross Profit. Gross profit for the Three Months 1999 was $58.1 million
higher by $2.0 million or 3.6% from the Three Months 1998. The increase in gross
profit was primarily due to upward contract adjustments, particularly for the
M109A6 Paladin and slightly lower amortization of the Acquisition purchase
price, partially offset by lower gross profit realized on vertical launcher
systems and canisters sales in 1999.

      Selling, general and administrative expenses. Selling, general and
administrative expenses were $46.9 million in the Three Months 1999, an increase
of $11.5 million, or 32.5%

<PAGE>

from the Three Months 1998. The increase was primarily due to the amortization
of goodwill and other intangible assets established as part of the Acquisition.

      Research and development. Research and development generated income of
$0.7 million for the Three Months 1999 whereas research and development costs
were $3.9 million in the Three Months in 1998. The income in 1999 was due to the
large reimbursement of R&D costs to the Company for the development of an
advanced gun system for the new DD21 class ship that was received in the Three
Months 1999, which more than offset costs of $4.9 for the period.

      Earnings from foreign affiliates. Earnings from the Company's foreign
affiliates were $0.3 million for the Three Months 1999 compared to a loss of
$9.9 million for the Three Months 1998. The reason for the loss in the Three
Months 1998 was the establishment of a reserve for a potential offset penalty,
which could be asserted by the Turkish government if the Company's Turkish joint
venture does not achieve certain export sales.

      Interest expense. Net interest expense was $10.3 million for the Three
Months 1999 compared to $10.9 million for the Three Months 1998. The decline in
interest was the result of lower debt levels and lower interests rates on senior
bank debt.

      Net income/loss. As a result of the foregoing, there was a net income of
$1.7 million in the Three Months 1999 compared with a net loss of $4.5 million
for the Three Months 1998.

      Six Months  Ended June 30,  1999 ("Six  Months  1999")  Compared  to Six
Months Ended June 30, 1998 ("Six Months 1998").

      Revenue. Revenue of $596.2 million for the Six Months 1999 was down $35.5
million, or 5.6%, compared with $631.7 million for the Six Months 1998. The
decrease in revenue was due to the completion of self-propelled howitzer
shipments to Taiwan and Egypt, wind down of the Paladin program, and lower
upgrade and overhaul activities for naval equipment. The declines were partially
offset by higher billings for the Crusader program and vertical launcher systems
and shipments of rebuilt amphibious assault vehicles and armored combat
earthmovers to the DoD.

      Gross Profit. Gross profit increased $10.9 million, or 12.0% to $101.5
million for the Six Months 1999 versus the Six Months 1998. The higher gross
profit was primarily due to the lower depreciation and amortization for assets
established in connection with the allocation of the purchase price in the
Acquisition and upward contract adjustments, specifically for the M109A6
Paladins. This increase is partially offset by the decreased gross profit from
lower revenue.

      Selling, general and administrative expenses. Selling, general and
administrative expenses dropped to $83.6 million in the Six Months 1999, a
decrease of $3.2 million from the Six Months 1998. The favorable variance is
attributable to the lower amortization of goodwill and other intangible assets
established in conjunction with the Acquisition.

<PAGE>

      Research and Development. Research and development costs were $1.0 million
for the Six Months 1999 which was $5.6 million, or 84.2%, lower than the Six
Months in 1998. The drop was due to the large reimbursement of R&D costs to the
Company that was received in the Six Months 1999 for the development of an
advanced gun system for the new DD21 class ship.

      Earnings from foreign affiliates. Earnings from foreign affiliates were
$0.6 million for the Six Months 1999, down $4.8 million, or 88.3%, from the Six
Months 1998. The decline was due to the establishment of a reserve for the
potential offset penalty for the joint venture in Turkey equivalent to dividends
received for the venture in the Six Months 1999 thereby negating the benefit of
the dividend.

      Interest expense. Net interest expense for the Six Months 1999 was $21.0
million compared with $26.3 million for the Six Months 1998. The decline in
interest expense was the result of lower debt levels and lower interest rates on
the senior bank debt.

      Net loss. As a result of the foregoing, there was a net loss of $4.1
million for the Six Months 1999 compared with a net loss of $25.0 million for
the Six Months 1998.

Liquidity

      During the Six Months 1999, cash provided by operating activities was
$55.7 million compared with $34.9 million for the Six Months 1998. The increase
in operating cash flow for the Six Months 1999 can primarily be attributed to
(i) a lower net loss mostly due to lower interest expense and (ii) a favorable
impact of the advance payments net of inventory changes, which is the result of
converting most contracts to a performance based payment approach from a cost
incurred basis.

      Cash used in investing activities was $18.6 million for the Six Months
1999, up from $8.3 million for the Six Months 1998. The higher spending in 1999
is primarily for costs to install software for new integrated business systems.

      Cash used for financing activities was applied to pay down debt in the Six
Months 1999; $107.1 million compared with $41.0 million in the Six Months 1998.

Impact of Year 2000 ("Y2K")

      The Company continues to pursue its Y2K compliance program and is
committing extensive resources to overcome Y2K issues with the intent of
minimizing or eliminating disruption related to this potential computer problem.
The Company has determined that all of its operating divisions are affected by
this problem. A Company Y2K task force provides guidance, coordination and
oversight to all division efforts. The task force has promulgated a standard
definition for Y2K compliance, a standard response to customer and supplier
inquiries and requests for information, a standard certification letter and form
to be sent to suppliers and business partners, guidelines on documentation
requirements, and standard Y2K language for new and modified contracts. Each
division is executing a Y2K program to identify, assess and remediate Y2K
problems. The approach is a five-phase strategy of awareness, assessment,
renovation, validation and implementation. Implementation for all mission
critical systems is

<PAGE>

expected to be complete by the third quarter 1999. Contingency and business
recovery plans are being developed to address critical systems if unexpected
failures occur.

      The Company is tracking its state of readiness in terms of completion
status against a five-phase approach to remediation of Y2K problems. As of the
second quarter 1999, the Company's estimate of overall completion status is 100%
in Awareness, 100% in Assessment, 99% in Renovation, 98% in Validation and 97%
in Implementation.

      In order to obviate Y2K problems, the Company expects to spend $30.5
million repairing or replacing existing business and information technology
computing systems and assets with embedded systems. Through June 1999, $28.3
million, or 93% of the estimated total spending requirement, has been spent.

      The Company's largest projects to resolve Y2K problems are the integrated
business systems projects being executed at the Company's two largest divisions,
Armament Systems Division and Ground Systems Division, both of which are now
complete. Armament Systems Division installed a new Y2K compliant manufacturing
system that is part of a larger software package, but retained the existing
financial systems which were essentially already Y2K compliant. Ground Systems
Division has remediated its existing manufacturing and financial systems to
render them Y2K compliant.

      Although all divisions have completed significant assessments of internal
systems and assets with embedded systems, assessments will continue to occur
until the Year 2000. Systems inventories and disposition decisions will be
updated as part of the ongoing assessment.

      All divisions continue to contact suppliers regarding their Y2K issues. A
standard request for certification has been formulated and is being used by all
divisions as they continue to pursue Y2K certifications from active suppliers.
Procurement documents utilized by the Company will continue to include
requirements for Y2K compliance. Despite these efforts, the Company expects to
have only a limited understanding of the potential Y2K shortcomings of its many
suppliers, and will therefore be uncertain as to the full nature and extent of
the potential supplier-derived impact on the Company. The Company is concerned
that supplier Y2K problems could interrupt the flow of components and services
to the Company, which could in turn impair the Company's timely delivery under
its own customer contacts.

      Product assessments indicate there are no known Y2K problems with products
the Company produces or sells. The Company continues to receive requests for
certifications or warranties from customers. In some cases, these requests
resulted in contract modifications or negotiations. In others, the Company had
to provide details on its Y2K compliance programs by responding to detailed
surveys.

      The Company continues to monitor the Y2K compliance status of DoD payment
offices. While DoD offices have indicated that they are working to resolve their
Y2K problems, the Company regards their ability to achieve this objective as
uncertain. Because the Company's understanding of the ways in which the DoD
could experience Y2K difficulties is inherently limited, the Company is
uncertain as to the full nature and extent of the potential DoD derived Y2K
impact on the Company. However, the Company is concerned that Y2K problems

<PAGE>

affecting DoD financial administration functions could interrupt or delay the
orderly flow of payments to the Company under its DoD contracts. Because of the
Company's debt service obligations, any such interruption or delay could
adversely impact the Company's financial condition, and a payment interruption
of extraordinary magnitude and duration could result in the Company going into
default under its debt instruments.

      As to other Y2K risks, to the extent that the Company's results depend
upon foreign sales, such results could also be adversely impacted by Y2K
problems that might beset the foreign customers of the Company or its foreign
affiliates. Many foreign governments appear to seriously lag the DoD in terms of
assessing and addressing Y2K problems. As a result, the Company does not expect
to develop an adequate understanding of potential foreign government Y2K
problems. The Company's foreign affiliates have assessed their internal Y2K
situation and have determined some limited exposure due to non-compliant
internal systems. The foreign affiliates have indicated that they expect to
resolve non-compliance problems in time to avoid any disruptions to operations.

      Management believes it is expending appropriate efforts in addressing the
Y2K issue so as not to incur disruptions to its business operations. However,
there is still uncertainty about the broader scope of the Y2K issue as it may
affect the Company and third parties that are critical to the Company's
operations. For example, lack of readiness by electrical and water utilities,
financial institutions, government agencies or other providers of general
infrastructure could pose significant impediments to the Company's ability to
carry on its normal operations in the area or areas so affected. In the event
that the Company is unable to complete its remedial actions as described above
and is unable to implement adequate contingency plans in the event that problems
are encountered, there could be a material adverse effect on the Company's
business, results of operations or financial condition.

<PAGE>


                          IRON HORSE INVESTORS, L.L.C.
                         UNITED DEFENSE INDUSTRIES, INC.

                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

                                   MARKET RISK

                                  June 30, 1999


      In October 1997, the Company entered into a three year interest rate swap
agreement involving the exchange of floating rate interest payment obligations
for fixed rate interest payment obligations. The notional amount of this
interest rate swap agreement is $160 million. The Company entered into this
agreement as a hedge to manage interest costs and risks associated with
fluctuating interest rates. For additional information, see Note 12 to the
Consolidated Financial Statements of the Company's Annual Report on Form 10-K
for the year ended December 31, 1998. As of June 30, 1999, the Company has debt
totaling $400 million of which $200 million was subject to variable interest
rates.
<PAGE>
                                     PART II


                                OTHER INFORMATION

                                  June 30, 1999


ITEM 1.  Legal Proceedings

For a description of the Company's pending litigation with Alliant Techsystems,
Inc., please refer to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.

For a description  of the Company's two so-called qui tam cases under the U.S.
civil False Claims Act, U.S. EX REL.  SHUKLA V. UNITED DEFENSE L.P.,ET AL. and
U.S. EX REL.  SEMAN V. UNITED  DEFENSE,  ET AL.  please refer to the Company's
Annual  Report on Form 10-K for the year ended  December 31, 1998.  Subsequent
to such  discription,  the court recently  dismissed the Shukla case on motion
by the Company, but the opposing party may appeal such dismissal.


ITEM 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         Exhibit 2.1 - Purchase Agreement dated as of August 25, 1997 among FMC
         Corporation, Harsco Corporation, Harsco UDLP Corporation and Iron Horse
         Acquisition Corp. (a copy of the schedules to this agreement will be
         furnished supplementary upon the request of the Commission).*

         Exhibit 2.2 -  Supplemental  Agreement  No. 1 to  Purchase  Agreement
         dated  as  of  August  25,   1997  among  FMC   Corporation,   Harsco
         Corporation,  Harsco  UDLP  Corporation  and Iron  Horse  Acquisition
         Corp.**

         Exhibit  3.1a  -   Certificate   of   Incorporation   of  Iron  Horse
         Acquisition Corp.
         (n/k/a United Defense Industries, Inc.)*

         Exhibit  3.1b  -   Certificate   of  Amendment  of   Certificate   of
         Incorporation  Before  Payment  as Any  Part of the  Capital  of Iron
         Horse Acquisition Corp.
         (n/k/a United Defense Industries, Inc.)*

         Exhibit  3.1c  -  Certificate  of  Amendment  of the  Certificate  of
         Incorporation of United Defense Industries, Inc.*

         Exhibit  3.1d  -  Certificate  of  Amendment  of the  Certificate  of
         Incorporation of United Defense Industries, Inc.***
         Exhibit 3.2 - By-laws of United Defense Industries, Inc.*
<PAGE>

         Exhibit 3.3 - Certificate of Incorporation of UDLP Holdings Corp*

         Exhibit 3.4 - By-laws of UDLP Holdings Corp.*

         Exhibit 3.5 - Amended and Restated  Agreement of Limited  Partnership
         of United Defense, L.P.*

         Exhibit 3.6 -  Certificate  of  Amendment to  Certificate  of Limited
         Partnership of United Defense, L.PL.*

         Exhibit  3.7 -  Certificate  of  Formation  of Iron Horse  Investors,
         L.L.C*

         Exhibit  3.8 - Limited  Liability  Company  Agreement  of Iron  Horse
         Investors, L.L.C.*

         Exhibit 10.20 - Employment Agreement with Thomas W. Rabaut.

         Exhibit 10.22 - Employment Agreement with Frederick M. Strader.

         Exhibit 10.23 - Employment Agreement with Peter C. Woglom.

         Exhibit 10.24 - Employment Agreement with David V. Kolovat.

         Exhibit 10.25 - Employment Agreement with Francis Raborn.

         Exhibit 10.26 - Employment Agreement with Dennis A. Wagner, III.

         * Incorporated by reference to the exhibits in the Company's
         Registration Statement of Form S-4 (333-43619) filed with the
         Securities and Exchange Commission on December 31, 1997.

         **  Incorporated  by  reference  to the  exhibits  in  the  Company's
         Amendment  No. 1 to Form S-4  (333-43619)  filed with the  Securities
         and Exchange Commission on February 6, 1998.

         *** Incorporated by reference to the exhibits in the Company's
         Registration Statement on Form S-8 (333-60207) filed with the
         Securities and Exchange Commission on July 30, 1998.

         Financial Data Schedule.

(b)      Reports on form 8-K

         None.

<PAGE>


SIGNATURE


      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.




                                          By: /s/Francis Raborn
                                              ---------------------
                                          Francis Raborn
                                          Principal Financial and
                                          Accounting Officer
                                          and Authorized Signatory


Date:  August 13, 1999