SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A
(Mark one)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 1998
                                                        OR
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES ACT OF 1934
         For the transition period from _________________ to ________________

                  Commission File Number:            1-5673

 ............................RANGER INDUSTRIES, INC.............................
        (Exact name of small business issuer as specified in its charter)

         Connecticut                                    06-0768904
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                                One Regency Drive
 ........................Bloomfield,  Connecticut 06002.........................
                    (Address of principal executive offices)

 .................................(860) 726-1208................................
                (Issuer's telephone number, including area code)

Check whether the issuer:  (1) 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),  and (2) has been subject to such filing  requirements for the past 90
days.                    Yes         /X/              No  /  /             
                                                        

   
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date (November 12, 1998): 5,288,644 shares
    

Transitional Small Business Disclosure Format (check one): Yes /  /   No    /X/
                                                              

774634.6
                                        1

<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

                            CONDENSED BALANCE SHEETS

                    September 30, 1998 and December 31, 1997
                                     -------

                                     ASSETS

                                         September 30,      December 31,
                                            1998               1997
                                            ----               ---- 
                                         (Unaudited)

Current assets:                         
    Cash and equivalents                  $   781,792        $ 784,800
    Prepaid expenses                           35,418           -
    Income tax receivable                       4,642            3,446
                                        -------------     ------------

               Total current assets           821,852          788,246

Other assets:
    Prepaid compensation expense               91,003           -     
                                        ------------- ----------------

               Total assets               $   912,855        $ 788,246
                                          ===========        =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

   
Current liabilities:                         
    Accounts payable and other liabilities      $     17,660       $   19,918
    Deferred Income taxes                              2,708
    Accrued interest payable                          -                16,337
    Note payable to Pure Group, Inc.                  -               196,477
    Other amounts owed to Pure Group, Inc.            -               265,303
                                                 -----------       ----------
    

               Total current  liabilities             20,368          498,035

Non-current liabilities:
    Deferred income taxes                              8,391         -       
                                                 -----------       ----------

   
               Total liabilities                      28,759          498,035
                                                 -----------       ----------
    
Stockholders' equity:
    Common stock                                      52,886           40,000
    Capital in excess of par value                 1,661,330          985,000
    Retained deficit                                (830,120)        (734,789)
                                                 -----------       ----------
            Total stockholders' equity               884,096          290,211
                                                 -----------       ----------

            Total liabilities and 
               stockholders' equity              $   912,855        $ 788,246
                                                 ===========       ==========

                   The accompanying notes are an integral part
                     of the condensed financial statements.


774634.6
                                        2

<PAGE>



                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

            CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

               for the quarters ended September 30, 1998 and 1997

                                   (Unaudited)
                                     -------



                                                  
                                                      1998              1997
                                                      ----              ----

Net sales                                         $    -             $   -     
                                                  ------------       ----------

Operating costs and expenses:
    Administrative expenses                           59,983           37,513
    Legal and settlement expenses                      2,000            7,020
    Proxy contest and annual meetings expenses           -            249,815

Other income and (expenses):
    Bad debt recoveries income                           711          802,160
    Interest expense                                     -             (8,082)
    Interest income                                    8,959             -     
                                                  -------------      ----------
           Income (loss) before income taxes         (52,313)         499,730

Provision (benefit) for income taxes
    Current                                           (4,600)            -
    Deferred                                          11,099             -     
                                                  -------------      ----------

           Net comprehensive income (loss)           (58,812)         499,730
                                                  -------------      ----------

   
Basic income (loss) per  share                     $     (.01)       $    .12
                                                  =============      ==========
    

Weighted average common stock outstanding          4,893,040        4,000,000
                                                  =============     ==========



                   The accompanying notes are an integral part
                     of the condensed financial statements.


774634.6
                                        3

<PAGE>



                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

            CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

              for the nine months ended September 30, 1998 and 1997

                                   (Unaudited)
                                     -------



                                             
                                                   1998               1997
                                                   ----               ----

Net sales                                      $     -              $   -    
                                               -----------          ---------

Operating costs and expenses:
    Administrative expenses                         84,300            98,738
    Legal and settlement expenses                   24,384           104,020
    Proxy contest and annual meetings expenses        -              249,815

Other income and (expenses):
    Bad debt recoveries income                       2,603           802,160
    Interest expense                                (5,498)           (8,082)
    Interest income                                 27,347                 7
                                                -----------         ---------
           Income (loss) before income taxes       (84,232)          341,512

Provision for income taxes:
    Current                                           -                8,000
    Deferred                                        11,099               -   
                                                -----------         ---------

           Net comprehensive income (loss)         (95,331)          333,512
                                                -----------         ---------

   
Basic income (loss) per share                   $     (.02)         $     .08
                                                ===========         =========
    

Weighted average common stock outstanding        4,696,601          4,000,000
                                                ===========         =========





                   The accompanying notes are an integral part
                     of the condensed financial statements.


774634.6
                                        4

<PAGE>



                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

                       CONDENSED STATEMENTS OF CASH FLOWS

              for the nine months ended September 30, 1998 and 1997

                                   (Unaudited)
                                     -------


<TABLE>
<CAPTION>
   
                                                                                      1998            1997
                                                                                      ----            ----
<S>                                                                                 <C>              <C>    


Cash flows from operating activities:
 Net comprehensive income (loss)                                                    $(95,331)        $ 333,512
                                                                                    ---------        ----------
 Adjustments to reconcile net comprehensive income (loss) to
  net cash used in operating activities:
   Interest expense settled in shares of Ranger stock                                  5,498            -
   Compensation expense settled in shares of Ranger stock                             36,997            -
   Changes in assets and liabilities:

     Bad debt recoveries receivable                                                      -            (799,229)
     Income tax receivable                                                            (1,196)            -
     Prepaid expenses                                                                 (3,418)           (7,706)
     Accounts payable, accrued liabilities and interest payable                       (2,258)          (15,897)
     Increase in deferred income taxes                                                11,099                  
                                                                                     ---------       ----------
      Total adjustments                                                               46,722          (822,832)
                                                                                     ---------       ----------

      Net cash used in operating activities                                          (48,609)         (489,320)
                                                                                     ---------       ----------

Cash flows from financing activities:
  Distribution from reorganization trust                                               45,601            -
  Proceeds from note payable to Pure Group, Inc.                                         -              196,477
  Other proceeds from Pure Group, Inc.                                                   -              263,338
                                                                                     ---------       ----------
        Net cash provided by financing activities                                      45,601           459,815
                                                                                     ---------       ----------

Net decrease in cash and cash equivalents                                              (3,008)          (29,505)
    

Cash and cash equivalents at beginning of period                                      784,800            43,009
                                                                                     ---------       ----------

Cash and cash equivalents at end of period                                           $781,792        $   13,504
                                                                                     =========       ==========


Noncash transactions:
    Common stock issued in exchange for the cancellation
      of amount owed to PGI                                                          $483,616        $   -     
                                                                                     =========       ==========

    Common stock issued in exchange for employment services                          $160,000        $   -     
                                                                                     =========       ==========
</TABLE>


                   The accompanying notes are an integral part
                     of the condensed financial statements.


774634.6
                                        5

<PAGE>



                             RANGER INDUSTRIES, INC.
                       (formerly Coleco Industries, Inc.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

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



1.     Organization:

       In July 1988, Ranger Industries, Inc. (the "Registrant" or the "Company",
       and then known as Coleco Industries,  Inc.) filed a voluntary petition in
       United States Bankruptcy Court under Chapter 11 of the Federal Bankruptcy
       Code.  Effective  February 28, 1990, the bankruptcy court approved a plan
       of  reorganization  (the "Plan"),  pursuant to which all then outstanding
       debt and equity securities of the Registrant were canceled, and 4,000,000
       shares of the  Registrant's new $0.01 par value common stock (the "Common
       Stock") were  distributed  to the unsecured  creditors.  On the Effective
       Date of the Plan,  the Registrant  retained  $950,000 in cash for working
       capital  purposes and was expected to engage in the business of acquiring
       income producing properties or businesses.

       The Plan provided for the creation of a Reorganization  Trust in order to
       liquidate the  Registrant's  remaining assets (other than the $950,000 in
       cash retained by the Registrant) and effectuate  distributions thereof to
       the  Registrant's  creditors.  The  Reorganization  Trust  completed  the
       distribution  of its assets in May 1996  and  was  terminated by order of
       the bankruptcy court on August 27, 1996. Also see Note 8.

       The Plan also provided for the creation of a Product  Liability  Trust in
       order to settle certain personal injury claims  (including claims arising
       thereafter) against the Registrant. The Product Liability Trust continues
       to process and liquidate certain product  liability  claims.  Pursuant to
       the terms of the Product  Liability Trust  Agreement,  residual funds, if
       any,  will revert to the  Registrant,  as grantor of the trust,  upon the
       earlier of (a) February 28, 2020, or (b) approval by the bankruptcy court
       of earlier termination of the Product Liability Trust.



2.     Change In Control:

       Following  the   conclusion  of  a  hostile  proxy  contest  (the  "Proxy
       Contest"),  initiated  by Pure  Group,  Inc.  ("PGI")  during  the second
       quarter of 1997, the Company's former  directors  resigned from the Board
       of Directors effective July 29, 1997, and new directors were elected. The
       terms  under which this  change in control  took place are  outlined in a
       settlement agreement dated July 29, 1997 between PGI, the Company and the
       Company's former directors (the "Settlement Agreement").  Under the terms
       of the Settlement Agreement, and as set forth in a demand promissory note
       dated July 29, 1997, PGI loaned the Company $196,477 to pay its





774634.6
                                        6

<PAGE>


                             RANGER INDUSTRIES, INC.

                       (formerly Coleco Industries, Inc.)



               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued


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


       then  outstanding  obligations.  The note  required  the  Company  to pay
       interest to PGI at two  percentage  points  above the prime rate (8.5% at
       December  31,  1997).  Additionally,  PGI loaned the Company  $251,780 to
       cover costs incurred in connection with the Proxy Contest,  including the
       costs of holding the 1997 annual meeting and $13,523 for working  capital
       purposes.  These  additional  loans of $265,303  were subject to the same
       terms outlined in the demand promissory note. Also, see Note 6.



3.     Management's Representation:

       The  accompanying  condensed  financial  statements  should  be  read  in
       conjunction  with the  Notes to  Financial  Statements  and  Management's
       Discussion and Analysis of Financial  Condition and results of operations
       included in the Company's  1997 Annual Report filed on Form 10-KSB and in
       this Form 10-QSB report.

       In the  opinion  of  management,  all  adjustments  necessary  for a fair
       presentation of the results for the interim periods have been made.



4.     Income Taxes:

       Effective  January 1, 1993,  the Company  adopted  Statement of Financial
       Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
       SFAS 109 requires  recognition of deferred tax liabilities and assets for
       the expected future tax consequences of events that have been included in
       the  financial  statements  or income tax  returns.  Under  this  method,
       deferred  tax  liabilities  and  assets  are  determined   based  on  the
       difference  between the  financial  statement and tax bases of assets and
       liabilities  using  enacted tax rates in effect for the year in which the
       differences are expected to reverse. In addition, deferred tax assets are
       subject to a valuation allowance to reduce them to net realizable value.

       As discussed in Note 1, the assets and liabilities of the Company, except
       for $950,000 retained for working capital  purposes,  were transferred to
       the Reorganization and Product Liability Trusts, respectively,  effective
       February 28, 1990,  in accordance  with the Plan.  Although the matter is
       not free from doubt,  these Trusts have been  treated as grantor  trusts.
       Accordingly,  taxable income or loss  associated  with the disposition of
       assets and the  settlement of  liabilities by the Trusts are reflected on
       the federal income tax return of Ranger Industries, Inc.,

774634.6
                                        7

<PAGE>


                             RANGER INDUSTRIES, INC.

                       (formerly Coleco Industries, Inc.)



               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued



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



       although such assets and liabilities are not presented in these financial
       statements (also see Note 5).

       Tax  expense  or  benefit  is  attributable  to state  taxes and  Federal
       alternative minimum tax.



4.     Income Taxes, Continued:

       At September 30, 1998 and December 31, 1997,  it was  estimated  that the
       Company had  adjusted tax net  operating  loss  carryforwards  and future
       deductions  of  approximately  $182.1  million after giving effect to the
       Plan and the  transactions  contemplated  thereby,  which  may be used to
       offset future taxable income,  subject to several limitations,  and which
       begin  to  expire  in the  year  2002.  These  amounts  include  the  tax
       consequences of the activity of the  Reorganization and Product Liability
       Trusts, as well as the activity of Ranger  Industries,  Inc. At September
       30, 1998 and  December 31, 1997 the Company had  Alternative  Minimum Tax
       (AMT) loss carryforwards of approximately  $153.8 million which will also
       begin to expire in the year 2002. The Company also had approximately $7.7
       million of tax credit  carryforwards  at September  30, 1998 and December
       31,  1997  respectively.  At the current  tax rates,  the taxable  income
       equivalent of the credit carryforwards is approximately $22.6 million.

       Under  current tax laws,  the Internal  Revenue Code provides for certain
       limitations  following  an  "ownership  change".  Accordingly,  under the
       confirmed  Plan of  Reorganization,  the  continued  availability  of the
       Company's net operating loss  carryforwards  and other tax attributes may
       be subject to substantial limitations (also see Note 5).

       At September  30,  1998,  the Company had  deferred  tax  liabilities  of
       $11,099,  a  compensation  expense  temporary  difference.  There were no
       deferred tax liabilities at December 31, 1997. Additionally, any deferred
       tax asset recorded to recognize the tax net operating loss  carryforwards
       would be subject to a full  valuation  allowance  under the provisions of
       SFAS 109, due to the  uncertainty  of the  Company's  ability to generate
       taxable income to utilize the carryforwards.




774634.6
                                        8

<PAGE>


                             RANGER INDUSTRIES, INC.

                       (formerly Coleco Industries, Inc.)



               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued


                                  -----------


5.     Treasury Regulation:

       On  January 6, 1992,  the  Department  of the  Treasury  promulgated  new
       Treasury  Regulations.  These  regulations  interpret  Section 269 of the
       Internal  Revenue Code which permits the Internal Revenue Service to deny
       corporations  the  ability  to use tax  benefits,  such as net  operating
       losses  ("NOLs")  where control of the  corporation  was acquired for the
       principal  purpose of avoiding  tax.  The  regulations  provide that if a
       corporation  in  a  bankruptcy   reorganization  that  qualifies  for  an
       exemption  from the general rule limiting the use of net  operating  loss
       carryforwards  does not carry on a significant  amount of an active trade
       or business during and subsequent to such bankruptcy reorganization,  the
       Internal  Revenue  Service  will  presume,  absent a  showing  of  strong
       evidence   to  the   contrary,   that  the   principal   purpose  of  the
       reorganization  was to evade or avoid Federal income tax and that Section
       269 should apply.  The regulations  are only  effective,  by their terms,
       with respect to acquisitions  of control of corporations  occurring after
       August 14, 1990 and, accordingly, they do not apply to Ranger Industries,
       Inc.

       Despite the  inapplicability of these regulations to Ranger, the issue of
       essentially  inactive  reorganized   companies  with  NOLs  that  survive
       bankruptcy  intact has now been firmly raised in the eyes of the Internal
       Revenue  Service.  Accordingly,  due to the Company's  disposition of its
       historic toy businesses it is possible that the Internal  Revenue Service
       may assert that the Company  has not  carried on a  significant  trade or
       business  during  and  subsequent  to  its  reorganization.  If  such  an
       assertion is made and  ultimately  sustained,  then the Company  would be
       unable to utilize its  estimated  $182.1  million of net  operating  loss
       carryforwards.  This  could  have  a  materially  adverse  effect  on the
       Company's  ability to attract outside  investors willing to invest in the
       Company.  Notwithstanding  these  regulations,  there can be no assurance
       that the Company will be able to attract sufficient outside investment to
       allow it to  continue to operate,  once its  current  working  capital is
       depleted.   The  condensed  financial   statements  do  not  include  any
       adjustments that might result from the resolution of these uncertainties.

6.     PGI Indebtedness:

       On March 9, 1998, the Company issued 788,644 shares of its $.01 par value
       common stock in exchange for the  cancellation  of the amount owed to PGI
       as  of  February  10,  1998.  The  exchange  value  of  $.6132/share  was
       determined  using  the  weighted  average  of the  closing  prices of the
       Company's  common stock for the 30-day period prior to February 20, 1998,
       the date of the agreement.

774634.6
                                        9

<PAGE>


                             RANGER INDUSTRIES, INC.

                       (formerly Coleco Industries, Inc.)



               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued



                                  -----------


7.    Stock Compensation:

       On  August  4,  1998,  the  Company  entered  into a  five-year  Employee
       Agreement (the "Agreement")  with Mr. Morton E. Handel,  where Mr. Handel
       will serve as the Company's  Chief  Executive  Officer and President.  As
       base compensation, in lieu of cash, Mr. Handel received 500,000 shares of
       the  Company's  stock,  one-fifth  of which  is  immediately  vested  and
       non-forfeitable as of the date of the Agreement.  Mr. Handel will vest an
       additional 20 percent each year over the next four  anniversaries  of the
       Agreement.

       The  estimated  market  value of the stock award was $160,000 or $.32 per
       share. The Company will incur  compensation  expense based on the vesting
       terms  included in the  Agreement.  For the quarter  ended  September 30,
       1998, the Company recognized  compensation expense of $40,031,  including
       related taxes, in connection with this stock award,  which is included in
       administrative expenses in the condensed financial statements.



8.     Distribution from Ranger Industries, Inc.'s Reorganization Trust:

       As described in Note 1, the  Reorganization  Trust made what was expected
       to be its final  distribution  to creditors  on May 29,  1996.  In August
       1998, however, the Company received an additional distribution of $45,601
       from the former  Reorganization  Trust's  trustee.  This  amount has been
       reflected as an adjustment to the original  capitalization of the Company
       and,  accordingly,  is  included  in  capital  in  excess of par value at
       September 30, 1998.



9.     Related Party Transactions:

       The Company had an agreement with M.D. Sass Associates,  Inc. ("SASS") of
       which  James B.  Rubin is Senior  Managing  Director,  under  which  SASS
       provided accounting,  administrative,  financial,  legal, secretarial and
       other support  services at the Company's  request.  The Company  incurred
       costs of $4,800 for these  services for each of the quarters  ended March
       31 and June 30, 1997. In connection with




774634.6
                                       10

<PAGE>


                             RANGER INDUSTRIES, INC.

                       (formerly Coleco Industries, Inc.)



               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued



                                  -----------



       the change in control described in Note 2, this agreement was terminated.
       All amounts  owed to SASS in  connection  with this  agreement  were paid
       during the quarter ended September 30, 1997.

       Effective  August 1, 1990, Mr. Rubin,  as Chief  Executive  Officer,  was
       entitled to an annual  salary of $50,000,  through the date of the change
       in  control  (see Note 2).  All fees for his  services  are  included  in
       administrative  expenses  in  the  condensed  financial  statements.  All
       amounts owed to Mr. Rubin in  connection  with this  agreement  were paid
       during the quarter ended September 30, 1997.

       Also, see Notes 2, 6 and 7.




774634.6
                                       11

<PAGE>



                     PART I - FINANCIAL INFORMATION (cont'd)



Item 2.  Management's Discussion and Analysis or Plan of Operation.



            Overview.  The  Registrant  emerged  from a  Chapter  11  bankruptcy
       proceeding in 1990 with $950,000 in cash and no liabilities. In the years
       from 1990 through 1996, the Registrant's  only material source of revenue
       was interest on its cash,  except that in the last  quarter of 1996,  the
       Registrant received a distribution of approximately  $75,000 from a trust
       (the  "Reorganization  Trust") which was  established  in the  bankruptcy
       proceeding to liquidate the  Registrant's  assets and  distribute the net
       proceeds to the  claimants in the  bankruptcy  proceeding.  In the period
       from  1990  through  1996,  the  Registrant's  expenses  always  exceeded
       earnings.  As of December 31, 1996, the Registrant had a retained deficit
       of approximately $1,046,000, and, as of that date, had no business and no
       material  financial  resources.  Current management gained control of the
       Registrant in a proxy contest that ended in the third quarter of 1997. In
       the  fourth  quarter  of  1997,  the  Registrant  received  approximately
       $800,000 from a bankruptcy  claim filed by the Registrant in 1983. In the
       third  quarter  of  1998,  the  Registrant  received  a  distribution  of
       approximately $46,000 from the trustee of the Reorganization Trust.



            As a result of the receipt of  $800,000 in the last  quarter of 1997
       and  $46,000  in the  third  quarter  of  1998,  the  Registrant  now has
       sufficient  liquidity  to meet its  current  operating  expenses  for the
       foreseeable  future.  The  Registrant's  cash on hand  was  approximately
       $782,000 as of September 30, 1998,  and the  Registrant's  projected cash
       operating  costs and  expenses  for the fiscal year ending  December  31,
       1998, are approximately  $100,000.  Average annual operating  expenses in
       the years 1994 - 1996 were approximately $174,000.  Operating expenses in
       1997 were  substantially  higher than in the prior  years  because of the
       expenses incurred in connection with the proxy contest.



            Business Plans, Liquidity and Financial Resources.  The Registrant's
       financial resources at the present time, other than its cash on hand, are
       (i) a  remainder  interest  in  the  Product  Liability  Trust  (see  the
       following paragraph), and (ii) the possible utility of net operating loss
       carryforwards  ("NOLs") of approximately $182 million as of September 30,
       1998.  See Note 4, Income Taxes,  in the Condensed  Financial  Statements
       (unaudited) included in Part I of this Report.




774634.6
                                       12

<PAGE>



            Product  Liability Trust. The Product  Liability Trust processes and
       liquidates  product liability claims asserted and makes  distributions to
       holders of settled or adjudicated  claims.  The trust contained assets of
       approximately  $12 million as of September  30, 1998.  Under the terms of
       the Product Liability Trust, the residual funds, if any,  remaining after
       distribution  of all Trust  assets to pay  product  liability  claims and
       expenses would be distributed to the Registrant on February 28, 2020. The
       bankruptcy  court is  authorized  to  permit  an  earlier  payout  in its
       discretion,  and the Registrant may apply to the bankruptcy court seeking
       early  termination  of the  Trust.  The  Registrant  does not  expect  to
       consider  making such an  application  until claims against the Trust are
       settled.



            NOLs.  The NOLs have  sheltered  the  Registrant's  modest  interest
       income and the income of the Product  Liability  Trust. The income of the
       Product  Liability  Trust,  if  any,  continues  to  be  taxable  to  the
       Registrant.  As  more  fully  discussed  in the  Notes  to the  Financial
       Statements, the continuing availability of the NOLs is uncertain.



            Employment Agreement for Chief Executive Officer. The Company's only
       executive officer, Mr. Morton E. Handel, served without compensation from
       the third quarter of 1997,  when he took office,  until the third quarter
       of 1998.  Because  of the  Company's  lack of  income or cash  flow,  and
       because of the need to conserve the Company's limited cash resources, Mr.
       Handel offered to continue his service as the Company's executive officer
       through  and  beyond  the third  quarter of 1998  without  receiving  any
       regular  cash  salary.  As  more  fully  set  forth  in the  Registrant's
       quarterly  report on Form  10-QSB  for the second  quarter  of 1998,  the
       Company  entered into a five-year  employment  agreement with Mr. Handel,
       effective  August 4, 1998,  under which he has received 500,000 shares of
       the  Company's  Common  Stock (of which  400,000  shares  are  subject to
       forfeiture  in  certain  circumstances)  (the  "Employment  Shares")  and
       certain cash payments if and when the Company receives cash distributions
       from the Product  Liability Trust. The estimated fair market value of the
       Employment  Shares  as of  August  4,  1998,  will be an  expense  to the
       Registrant over the four-year vesting term of the employment agreement.



            Changes in Financial Condition. The Registrant's financial condition
       is set forth in the Balance  Sheets as of September 30, 1998 and December
       31,  1997.  The  changes in  financial  condition  between  the two dates
       resulted mainly from the exchange of debt owed to a shareholder  which is
       an  affiliate  of a  director  of the  Registrant  for  the  Registrant's
       issuance to that shareholder of 788,644 shares of the Registrant's Common
       Stock.



774634.6
                                       13

<PAGE>



            Net interest  income  (expense) in the quarter  ended  September 30,
       1998 ("Third Quarter '98") was approximately $9,000, compared to none for
       the quarter ended  September 30, 1997 ("Third  Quarter '97"),  because of
       the interest earned on the $800,000 bankruptcy  distribution  received in
       the fourth  quarter of 1997 and on the $46,000  distribution  received in
       August 1998.  Interest  expense for the balance of 1998 is expected to be
       approximately  $6,000.  Net  comprehensive  income  (loss)  for the Third
       Quarter  '98  was  approximately  ($59,000),  compared  to  approximately
       $500,000 in the Third Quarter '97,  principally  because of the entry, in
       the  third  quarter  of  1997,  of  a  receivable  corresponding  to  the
       approximately  $800,000  received by the Registrant in the fourth quarter
       of 1997 from a bankruptcy claim filed by the Registrant in 1983.



            Net interest income (expense) in the nine months ended September 30,
       1998 ("First Three Quarters '98") was approximately $22,000,  compared to
       ($8,000)  for the nine months  ended  September  30, 1997  ("First  Three
       Quarters '97"), because of the interest earned on the $800,000 bankruptcy
       distribution  received  in the fourth  quarter of 1997 and on the $46,000
       distribution  received in August 1998, and because of the  elimination of
       interest  expense  by the  exchange  in  March  1998  of  debt  owed to a
       shareholder for shares of common stock. Net  comprehensive  income (loss)
       for the First Three Quarters '98 was approximately ($95,000), compared to
       approximately  $334,000  in the First  Three  Quarters  '97,  principally
       because  of the entry,  in the third  quarter  of 1997,  of a  receivable
       corresponding to the approximately $800,000 received by the Registrant in
       the  fourth  quarter  of  1997  from  a  bankruptcy  claim  filed  by the
       Registrant in 1983.



            Year 2000 Issues. The Registrant does not use a computer to maintain
       its  financial  records  at  this  time.  The  Registrant  therefore  (i)
       considers itself ready to deal with the transition to the year 2000; (ii)
       expects to bear no significant  costs associated with addressing the Year
       2000 problem;  and (iii)  believes  that its Year 2000 issues  present it
       with no material risks. The Registrant cannot be certain that BankBoston,
       the  bank  where  most of the  Registrant's  cash is kept in the  form of
       accounts,  will be free  from  Year  2000  difficulties.  The  Registrant
       believes,  however,  that those  accounts are safe from any material risk
       associated with the Year 2000 problem.  The Registrant has not considered
       it  necessary  to make  contingency  plans for dealing with the Year 2000
       problem and it has not done so.





774634.6
                                       14

<PAGE>



                           PART II - OTHER INFORMATION



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



(a)   Exhibit  27.    Financial Data Schedule for Third Quarter of 1998.



(b)   Reports on Form 8-K:  None.




774634.6
                                       15

<PAGE>



                                   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.



                                      Ranger Industries, Inc., the Registrant





   
       Date:  December 17, 1998       By:/s/MORTON E. HANDEL
                                         ------------------------------------
                                         Morton E. Handel
                                         President, Chief Executive Officer and
                                           Acting Chief Financial Officer
    






774634.6