SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark one)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended June 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 of 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 (August 12, 1998): 5,288,644 shares

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

744073.3

<PAGE>



                             RANGER INDUSTRIES, INC.

                       (formerly Coleco Industries, Inc.)

                            CONDENSED BALANCE SHEETS

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



                                     ASSETS

<TABLE>
<CAPTION>

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

<S>                                                               <C>                <C>
Current assets:
    Cash and equivalents                                           $   752,973       $ 784,800
    Prepaid expenses                                                     7,744          -
    Bad debt recovery receivable                                         1,892          -
    Income tax receivable                                                  946           3,446
                                                                   -----------       ---------

               Total assets                                        $   763,555       $ 788,246
                                                                   ===========       =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and other liabilities                         $    26,248      $   19,918
    Accrued interest payable                                            -               16,337
    Note payable to Pure Group, Inc.                                    -              196,477
    Other amounts owed to Pure Group, Inc.                              -              265,303
                                                                   -----------       ---------

               Total liabilities                                        26,248         498,035
                                                                   -----------       ---------

Stockholders' equity:
    Common stock                                                        47,886          40,000
    Capital in excess of par value                                   1,460,729         985,000
    Retained deficit                                                  (771,308)       (734,789)
                                                                   -----------       ---------
               Total stockholders' equity                              737,307         290,211
                                                                   -----------       ---------

               Total liabilities and stockholders' equity          $   763,555       $ 788,246
                                                                   ===========       =========
</TABLE>


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



744073.3
                                        2

<PAGE>



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

            CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

                  for the quarters ended June 30, 1998 and 1997

                                   (Unaudited)
                                     -------





                                                        1998           1997
                                                        ----           ----

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

Operating costs and expenses:
    Administrative expenses                               12,163         35,801
    Legal and settlement expenses                         10,554         73,400

Other income and expenses:
    Interest income                                        9,126         -
                                                      ----------     ----------
           Loss before income taxes                      (13,591)      (109,201)
                                                      ----------      ----------

Provision for income taxes                                 2,100          8,000
                                                      ----------     ----------

           Net comprehensive loss                        (15,691)      (117,201)
                                                      ----------     ----------

Basic loss per share                                       (.01)    $     (.03)
                                                      ==========     ==========

Weighted average common stock outstanding              4,788,644      4,000,000
                                                      ==========      =========




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



744073.3
                                        3

<PAGE>



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

            CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

                 for the six months ended June 30, 1998 and 1997

                                   (Unaudited)
                                     -------




                                                           1998         1997
                                                           ----         ----

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

Operating costs and expenses:
    Administrative expenses                              22,425          61,225
    Legal and settlement expenses                        22,384          97,000

Other income and expenses:
    Interest expense                                     (5,498)           -
    Interest income                                      18,388               7
                                                     ----------      ----------
           Loss before income taxes                     (31,919)       (158,218)
                                                     ----------      ----------

Provision for income taxes                                4,600           8,000
                                                     ----------      ----------

           Net comprehensive loss                       (36,519)       (166,218)
                                                     ----------      ----------

Basic loss per share                                 $     (.01)     $     (.04)
                                                      ===========     ==========

Weighted average common stock outstanding            4,492,358        4,000,000
                                                     =========       ==========






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



744073.3
                                        4

<PAGE>



                             RANGER INDUSTRIES, INC.

                       (formerly Coleco Industries, Inc.)

                       CONDENSED STATEMENTS OF CASH FLOWS

                 for the six months ended June 30, 1998 and 1997

                                   (Unaudited)
                                     -------

<TABLE>
<CAPTION>

                                                                        
                                                                           1997              1996
                                                                           ----              ----

<S>                                                                      <C>              <C>
Cash flows from operating activities:
    Net comprehensive loss                                               $(36,519)        $(166,218)
                                                                         --------         ---------
    Adjustments to reconcile net comprehensive loss to net cash        
      used in operating activities:
         Interest expense settled in shares of Ranger stock                 5,498            -
         Changes in assets and liabilities:
           Receivables                                                        608             2,931
           Prepaid expenses                                                (7,744)          (16,456)
           Accounts payable, accrued liabilities and interest payable       6,330           137,878
                                                                         --------         ---------
              Total adjustments                                             4,692           124,353
                                                                         --------         ---------

              Net cash used in operating activities                       (31,827)          (41,865)
                                                                         --------         ---------

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

Cash and cash equivalents at end of period                               $752,973         $   1,144
                                                                         ========         =========


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

</TABLE>


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



744073.3
                                        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.

       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 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.

744073.3
                                        6

<PAGE>


                             RANGER INDUSTRIES, INC.

                       (formerly Coleco Industries, Inc.)



               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued


                                   ----------






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

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

744073.3
                                       7

<PAGE>


                             RANGER INDUSTRIES, INC.

                       (formerly Coleco Industries, Inc.)



               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued


                                    --------






4.     Income Taxes, Continued:

       At June 30, 1998 and December 31, 1997, it was estimated that the Company
       had adjusted tax net operating loss  carryforwards  and future deductions
       of  approximately  $192 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 June 30, 1998 and December 31,
       1997, the Company had Alternative Minimum Tax (AMT) loss carryforwards of
       approximately  $168  million  which will also begin to expire in the year
       2002. The Company also had approximately  $7.7  carryforwards at June 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 June 30, 1998 and December 31, 1997,  the only  remaining book and tax
       base  differentials  related to the claim  settlement  activities  of the
       Product Liability Trust. 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. The Company's tax liabilities are attributable
       to state minimum taxes and federal alternative minimum tax.



744073.3  
                                        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  to Hasbro  and the  Company's  switch to a new
       business  of  acquiring  investments,  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 $192 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.

744073.3 
                                        9

<PAGE>


                             RANGER INDUSTRIES, INC.

                       (formerly Coleco Industries, Inc.)



               NOTES TO CONDENSED FINANCIAL STATEMENTS, Continued


                                    --------






7.     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 the quarter  ended June 30, 1997.
       In  connection  with 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 and 6.







744073.3
                                       10

<PAGE>



                                 PART I (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.

         As a result of the receipt of $800,000 in the last quarter of 1997, the
Registrant now has sufficient  liquidity to meet its current operating  expenses
for the foreseeable  future.  The  Registrant's  cash on hand was  approximately
$753,000 as of June 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 which would become payable to
the Registrant, if ever, in 2020, and (ii) the possible utility of net operating
loss  carryforwards of approximately  $192 million as of June 30, 1998. See Note
4, Income Taxes, in the Condensed Financial  Statements  (unaudited) included in
Part I of this Report.

         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 June 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.


744073.3 
                                       11

<PAGE>



         NOL'S. The NOL's 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 NOL's is uncertain.

         Employment  Agreement for Chief Executive  Officer.  The Company's only
executive officer,  Mr. Morton E. Handel, has served without  compensation since
he took office in the third quarter of 1997.  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 has offered to continue his service as the Company's
executive  officer without  receiving any regular cash salary. As more fully set
forth in Item 2 of Part II, in the third  quarter of 1998,  the Company  entered
into a  five-year  employment  agreement  with Mr.  Handel,  under  which he has
received  500,000 shares of the Company's  Common Stock (of which 400,000 shares
are subject to forfeiture  hereafter in certain  circumstances) and certain cash
payments if and when the Company receives cash  distributions  from the Products
Liability Trust. The fair market value of the Employment  Shares as of August 4,
1998,  will be an  expense  to the  Registrant  over the five  year  term of the
employment agreement.

         Changes in Financial Condition. The Registrant's financial condition is
set forth in the Balance  Sheets as of June 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 such  shareholder of 788,644
shares of its Common Stock.

         Interest income (net of interest expense) in the quarter ended June 30,
1998 ("Second Quarter '98") was approximately  $9,000,  compared to none for the
quarter  ended June 30, 1997  ("Second  Quarter  '97"),  because of the interest
earned on the $800,000 bankruptcy distribution received in the fourth quarter of
1997. Interest expense for the balance of 1998 is expected to be immaterial. Net
comprehensive  loss for the  Second  Quarter  '98 was  approximately  ($16,000),
compared to  approximately  ($117,000)  in the Second  Quarter '97,  principally
because of current  management's  success in reducing  operating  costs, and the
non-recurrence of expenses in connection with the 1997 proxy contest.

         Interest income (net of interest  expense) in the six months ended June
30, 1998 ("First Half '98") was approximately $13,000,  compared to none for the
six months  ended June 30,  1997  ("First  Half '97"),  because of the  interest
earned on the $800,000 bankruptcy distribution received in the fourth quarter of
1997 and the  elimination  of interest  expense by the exchange in March 1998 of
debt owed to a shareholder for shares of common stock.  Net  comprehensive  loss
for the First Half '98 was  approximately  ($37,000),  compared to approximately
($166,000) in the First Half '97,  principally  because of current  management's
success in reducing operating costs, and the non-recurrence of expenses incurred
in connection with the 1997 proxy contest.



744073.3
                                       12

<PAGE>



                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds.

         Effective  August  4,  1998,  the  Registrant  entered  into  a  5-year
employment agreement (the "Employment Agreement") with Mr. Morton E. Handel, its
chief  executive  officer,  and pursuant  thereto,  issued  500,000  shares (the
"Employment  Shares") of Common Stock to Mr. Handel.  The Employment Shares have
not been  registered  under the  Securities Act of 1933, as amended (the "Act"),
based upon an exemption from such  registration  requirements in Section 4(2) of
the Act. The Registrant  received no cash  consideration for the issuance of the
Employment Shares.

         Only  100,000  (the  "Vested  Shares")  of the  Employment  Shares  are
indefeasibly  vested in Mr. Handel at this time.  The balance of the  Employment
Shares become  indefeasibly  vested in tranches of 100,000 per year on the first
through fourth  anniversaries of the Employment  Agreement,  or in full upon the
earlier  occurrence  of  certain  contingencies   specified  in  the  Employment
Agreement.  Under the terms of the Employment Agreement, Mr. Handel will receive
no cash  compensation  except  upon  the  occurrence  of  certain  contingencies
specified in the Employment  Agreement.  A copy of the  Employment  Agreement is
filed herewith as Exhibit 10.2.

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

(a)      Exhibit 10.2      Employment  agreement  dated August 4, 1998,  between
                           the Registrant and Mr. Morton E. Handel.

         Exhibit  27.      Financial Data Schedule for Second Quarter of 1998.

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

744073.3  
                                       13

<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: August 12, 1998  By: /s/ Morton E. Handel
                           ----------------------------------------------------
                            Morton E. Handel, President, Chief Executive Officer
                                   and Acting Chief Financial Officer

744073.3 
<PAGE>