<PAGE>

                           UNITED STATES OF AMERICA
                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 20509

                                  FORM 10-Q/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, 1999.

                                      OR

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

     For the transition period from            to


    Commission file number 0-26568

                              USA DETERGENTS, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<CAPTION>
                    DELAWARE                                  11-2935430
                    --------                                  ----------
<S>                                               <C>
(State or other jurisdiction of incorporation     (IRS Employer Identification No.)
               or organization)
</TABLE>

             1735 JERSEY AVENUE, NORTH BRUNSWICK, NEW JERSEY 08902
             -----------------------------------------------------
             (Address of principal executive offices -- Zip code)

                                 (732) 828-1800
                                 --------------
             (Registrant's telephone number, including area code)


             -----------------------------------------------------
             (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was
required to file reports), 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 issuer's classes of
common stock, as of the latest practicable date.


CLASS OF STOCK      NO. OF SHARES OUTSTANDING           DATE
----------------   ---------------------------   -----------------
    Common                  13,825,602            November 5, 1999


<PAGE>


     The Company is filing this amendment to its report on Form 10-Q filed on
November 12, 1999 solely in order to correct the description of its arrangement
with its lenders concerning the repayment of the Company's debt to 101 Realty
Associates, LLC contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources" and to
reflect the change described therein on Company's Consolidated Balance Sheets.
All other information remains unchanged.



                                       2
<PAGE>

                     USA DETERGENTS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                        SEPTEMBER 30,     DECEMBER 31,
                                                                             1999             1998
                                                                       ---------------   -------------
<S>                                                                    <C>               <C>
                                ASSETS
Current assets:
Cash ...............................................................      $   2,360        $      --
Accounts receivable, net of customer allowances and doubtful
 accounts of $1,015 and $1,111 at September 30, 1999, and
 December 31, 1998, respectively ...................................         22,315           19,683
Inventories ........................................................         17,985           14,668
Refundable income taxes ............................................          3,192            3,221
Prepaid expenses and other current assets ..........................          4,616            4,591
                                                                          ---------        ---------
   Total current assets ............................................         50,468           42,163
Property and equipment -- net ......................................         44,043           45,245
Restricted funds ...................................................          2,002               --
Deferred financing costs ...........................................          1,596            1,376
Other non-current assets ...........................................          1,638            2,145
                                                                          ---------        ---------
   Total assets ....................................................      $  99,747        $  90,929
                                                                          =========        =========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ..................................      $   3,534        $   3,334
Cash overdraft .....................................................             --              476
Accounts payable ...................................................         22,543           22,670
Accrued expenses ...................................................         15,225           12,457
Other current liabilities ..........................................            288              730
                                                                          ---------        ---------
   Total current liabilities .......................................         41,590           39,667
Long-term debt -- net of current portion ...........................         38,674           32,969
Other non-current liabilities ......................................             81               90
Deferred rent payable ..............................................            725              889
                                                                          ---------        ---------
   Total liabilities ...............................................         81,070           73,615
                                                                          ---------        ---------
Commitments and Contingencies
Stockholders' equity:
Preferred stock-no par value; authorized 1,000,000 shares, none
 issued ............................................................             --               --
Common stock -- $.01 par value; authorized 30,000,000 shares, issued
 and outstanding 13,825,602 shares at September 30, 1999 and
 December 31, 1998 .................................................            138              138
Additional paid-in capital .........................................         29,200           29,200
Deficit ............................................................        (10,486)         (11,849)
Note receivable from shareholder ...................................           (175)            (175)
                                                                          ---------        ---------
   Total stockholders' equity ......................................         18,677           17,314
                                                                          ---------        ---------
   Total liabilities and stockholders' equity ......................      $  99,747        $  90,929
                                                                          =========        =========
</TABLE>


                See Notes to Consolidated Financial Statements.

                                       3
<PAGE>

                     USA DETERGENTS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
        (IN THOUSANDS, EXCEPT NET INCOME/(LOSS) PER SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS                 NINE MONTHS
                                                               ENDED SEPTEMBER 30,         ENDED SEPTEMBER 30,
                                                            -------------------------   -------------------------
                                                               1999          1998           1999          1998
                                                            ----------   ------------   -----------   -----------
<S>                                                         <C>          <C>            <C>           <C>
Net sales ...............................................    $60,683       $ 52,709      $178,849      $163,459
Cost of goods sold ......................................     42,103         34,794       119,946       111,597
                                                             -------       --------      --------      --------
Gross profit ............................................     18,580         17,915        58,903        51,862
Selling, general and administrative .....................     18,226         15,455        54,206        44,382
Restructuring costs .....................................         --             --          (113)          400
Litigation settlement ...................................         --             --            --         3,266
                                                             -------       --------      --------      --------
                                                              18,226         15,455        54,093        48,048
Income from operations ..................................        354          2,460         4,810         3,814
Interest and amortization of deferred financing costs
 -- net .................................................      1,123          1,502         3,273         3,742
                                                             -------       --------      --------      --------
Income/(loss) before provision for income taxes .........       (769)           958         1,537            72
Provision for income taxes ..............................         75             25           110            71
                                                             -------       --------      --------      --------
Income/(loss) before extraordinary charge ...............       (844)           933         1,427             1
Extraordinary charge ....................................         --            282            64           282
                                                             -------       --------      --------      --------
Net income/(loss) .......................................    $  (844)      $    651      $  1,363      $   (281)
                                                             =======       ========      ========      ========
Basic income/(loss) per share before extraordinary
 charge .................................................    $  (.06)      $    .07      $    .10      $     --
Extraordinary charge ....................................         --            .02            --           .02
                                                             -------       --------      --------      --------
Basic net income/(loss) per share .......................    $  (.06)      $    .05      $    .10      $   (.02)
                                                             =======       ========      ========      ========
Weighted average shares outstanding .....................     13,826         13,826        13,826        13,822
                                                             =======       ========      ========      ========
Diluted income/(loss) per share before extraordinary
 charge .................................................    $  (.06)      $    .07      $    .10      $     --
Extraordinary charge ....................................         --            .02            --           .02
                                                             -------       --------      --------      --------
Diluted net income/(loss) per share .....................    $  (.06)      $    .05      $    .10      $   (.02)
                                                             =======       ========      ========      ========
Weighted average shares outstanding and common
 share equivalents ......................................     13,826         14,074        13,862        13,822
                                                             =======       ========      ========      ========
</TABLE>

                See Notes to Consolidated Financial Statements.

                                       4
<PAGE>

                     USA DETERGENTS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 NINE MONTHS ENDED SEPTEMBER 30, 1999, AND 1998
                                (IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                                 1999          1998
                                                                            -------------   ----------
<S>                                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income/(loss) ......................................................     $ 1,363        $   (281)
Adjustments to reconcile net income to net cash provided by operating
 activities:
 Depreciation ...........................................................       4,570           3,900
 Loss on disposal of fixed assets .......................................         235              --
 Amortization of deferred financing costs ...............................         519           1,405
 Amortization of slotting ...............................................       2,629           3,258
 Other amortization .....................................................         586             691
 Change in the provision for customer allowances and doubtful accounts ..         (96)            390
 Change in deferred rent ................................................        (148)           (118)
Changes in operating assets and liabilities:
 (Increase)/decrease in accounts receivable .............................      (2,536)          4,055
 (Increase)/decrease in inventories .....................................      (3,317)          1,202
 Increase in prepaid expenses and other current assets ..................      (2,654)         (3,345)
 Increase in other non-current assets ...................................        (130)            (90)
 Decrease in cash overdraft .............................................        (476)             --
 Increase/(decrease) in accounts payable and accrued expenses ...........       2,640          (6,444)
 Decrease in refundable income taxes ....................................          29           3,235
                                                                              -------        --------
   Net cash provided by operating activities ............................       3,214           7,858
                                                                              -------        --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment .....................................      (3,603)         (3,985)
                                                                              -------        --------
   Net cash used in investing activities ................................      (3,603)         (3,985)
                                                                              -------        --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net repayments of current portion of long-term debt ....................          --          (1,226)
 Net proceeds from/(repayments to) credit facilities ....................       7,905          (7,036)
 Increase in restricted funds ...........................................      (2,002)             --
 (Decrease)/increase in note payable ....................................      (2,000)          4,000
 (Decrease)/increase in other current liabilities .......................        (457)             87
 Repayments of Oracle purchase obligation ...............................          --          (1,367)
 Increase in deferred financing costs ...................................        (688)         (1,878)
 (Decrease)/increase in other non-current liabilities ...................          (9)          3,295
 Net proceeds from exercise of options ..................................          --             114
                                                                              -------        --------
   Net cash provided by/(used in) financing activities ..................       2,749          (4,011)
                                                                              -------        --------
Net increase/(decrease) in cash .........................................       2,360            (138)
Cash at beginning of period .............................................          --           1,848
                                                                              -------        --------
Cash at September 30, ...................................................     $ 2,360        $  1,710
                                                                              =======        ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR OPERATING ACTIVITIES:
 Interest paid ..........................................................     $ 2,662        $  2,496
                                                                              =======        ========
 Income taxes paid ......................................................     $   208        $     70
                                                                              =======        ========
 Income tax refunds received ............................................     $   107        $  3,235
                                                                              =======        ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR FINANCING ACTIVITIES:
 Value of warrants issued in connection with bank and related party
   financings ...........................................................     $    --        $    750
                                                                              =======        ========
</TABLE>


                See Notes to Consolidated Financial Statements.

                                       5
<PAGE>

                     USA DETERGENTS, INC. AND SUBSIDIARIES

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

NOTE 1 -- BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been
prepared by the Company pursuant to the rules of the Securities and Exchange
Commission (the "SEC") and in the opinion of management, include all
adjustments, (consisting of normal recurring accruals) necessary for the fair
presentation of the Company's financial position, results of operations and
cash flows. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules. The Company
believes the disclosures included herein are adequate to make these financial
statements not misleading. The results for the interim periods presented are
not necessarily indicative of the results to be expected for the full year.
These financial statements should be read in conjunction with the Company's
Annual Report on Form 10-K, for the year ended December 31, 1998

     Reclassification -- Certain reclassifications have been made to prior
period amounts to conform with the presentation for the current period.

NOTE 2 -- LEGAL PROCEEDINGS

     In connection with the quarterly and annual results of operations
originally reported by the Company for certain fiscal quarters in 1996 and 1997
and the fiscal year ended December 31, 1996, the Company has received a formal
request from the SEC for the production of various documents and the testimony
of certain current and former employees. The Company has been providing
documentation and other materials to the SEC in response to the request, and
the testimony of certain persons has been taken. The Company will continue to
cooperate with the SEC.

     The Company is also involved in various routine legal proceedings of a
nature it deems to be customary to a company its size. The Company believes the
ultimate disposition of these actions will not have a material adverse effect
on its business, financial condition or results of operations.

NOTE 3 -- NET INCOME PER SHARE

     Basic net income/(loss) per share is based on the weighted average number
of shares outstanding during the periods presented. Diluted net income per
share also includes potential Common Stock that is dilutive.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The Company's quarterly and annual operating results are affected by a
wide variety of factors that could materially and adversely affect revenues and
profitability, including competition from other suppliers of laundry and
household cleaning products; changes in consumer preferences and spending
habits; the inability to successfully manage growth; seasonality; the ability
to introduce and the timing of the introduction of new products; the inability
to obtain adequate supplies or materials at acceptable prices; and the
inability to reduce expenses to a level commensurate with revenues. As a result
of these and other factors, the Company may experience material fluctuations in
future operating results on a quarterly or annual basis, which could materially
and adversely affect its business, financial condition, operating results, and
stock price. Furthermore, this document and other documents filed by the
Company with the Securities and Exchange Commission (the "SEC") contain certain
forward-looking statements with respect to the business of the Company. These
forward-looking statements are subject to certain risks and uncertainties,
including the factors mentioned above, which may cause actual results to differ
significantly from these forward-looking statements. The Company undertakes no
obligation to publicly release any revisions to these forward-looking
statements which may be necessary to reflect events or


                                       6
<PAGE>

circumstances after the date hereof or to reflect the occurrence of
unanticipated events. An investment in the Company involves various risks,
including the factors mentioned above and those which are detailed from time to
time in the Company's SEC filings.

 THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED
 SEPTEMBER 30, 1998

     Net sales for the three months ended September 30, 1999 increased 15.1% to
$60.7 million from $52.7 million for the three months ended September 30, 1998.
The increase was primarily the result of an increase in unit sales of liquid
and powder laundry products as well as household cleaners. Gross profit for the
three months ended September 30, 1999 increased 3.7% to $18.6 million from
$17.9 million for the three months ended September 30, 1998. Gross profit as a
percentage of net sales decreased to 30.6% for the three months ended September
30, 1999 from 34.0% for the same period in 1998. The decrease in gross profit
as a percentage of net sales for the quarter ended September 30, 1999, was
mainly attributable to a 2.0% increase in costs due to the inefficiencies
associated with the start up of four new manufacturing capital projects
combined with an extremely high level of employee turnover and a 1.4% increase
in raw material cost due to commodity price increases.

     Selling, general and administrative expenses increased 17.9% to $18.2
million in the three months ended September 30, 1999 from $15.5 million for the
three months ended September 30, 1998. As a percentage of net sales, these
expenses increased to 30.0% for the three months ended September 30, 1999 from
29.3% for the same period in 1998. The increase as a percentage of net sales
was primarily due to an increase in shipping expenses of 0.8% and an increase
of 0.7% in marketing funds (co-op advertising, promotional allowances and
slotting amortization). These increases were offset in part by a decrease as a
percentage of net sales of 0.5% in allowance for doubtful accounts.

     Interest and amortization of deferred financing costs-net decreased to
$1.1 million for the three months ended September 30, 1999 from $1.5 million
for the three months ended September 30, 1998, primarily as a result of lower
amortization of warrant and bank closing costs related to the Company's credit
facilities.

     Provision for income taxes for the three month periods ended September 30,
1999 and September 30, 1998 are based on actual tax computations for each of
the periods. The difference between the effective rates and the statutory rate
relates primarily to the Company's net operating loss carry forward, for which
the Company has not provided a tax benefit, and the Alternative Minimum Tax.


 NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED
 SEPTEMBER 30, 1998

     Net sales for the nine months ended September 30, 1999 increased 9.4% to
$178.8 million from $163.5 million for the nine months ended September 30,
1998. The increase was principally the result of an increase in unit sales of
liquid laundry and powder products, as well as household cleaners.

     Gross profit for the nine months ended September 30, 1999 increased 13.6%
to $58.9 million from $51.9 million for the nine months ended September 30,
1998. Gross profit increased as a percentage of net sales to 32.9% for the nine
months ended September 30, 1999 from 31.7% for the same period in 1998. The
increase in gross profit as a percentage of net sales was attributable to a
decrease of 1.0% in material costs, and, to a lesser extent, by a decrease as a
percentage of net sales of 0.4% in distribution overhead costs. These decreases
were offset in part by a 0.5% increase in direct labor costs due to the
inefficiencies associated with the start up of new manufacturing capital
projects combined with an extremely high level of employee turnover in the
third Quarter of 1999.

     Selling, general and administrative expenses increased 22.1% to $54.2
million for the nine months ended September 30, 1999 from $44.4 million for the
nine months ended September 30, 1998. As a percentage of net sales, these
expenses increased to 30.3% for the nine months ended September 30, 1999 from
27.2% for the same period in 1998. The increase as a percentage of net sales
was primarily due to an increase of 2.6% in marketing funds (co-op advertising,
promotional allowances and slotting amortization), and 0.4% in sales
commissions.

     The restructuring credit of approximately $113,000 relates to a sublease
of a previously closed facility which occurred earlier than expected.


                                       7
<PAGE>

     The extraordinary charge of approximately $64,000 relates to the write-off
of deferred financing costs related to the early extinguishment of the
Company's prior credit facility with PNC Bank, N.A., now replaced by the
Company's existing credit facility with a group of banks led by FINOVA Capital
Corporation.

     Interest and amortization of deferred financing costs-net decreased to
$3.3 million for the nine months ended September 30, 1999 from $3.7 million for
the nine months ended September 30, 1998. The $400,000 decrease was primarily
as a result of lower amortization of warrant and bank closing costs related to
the Company's credit facilities.

     Provision for income taxes for the nine month periods ended September 30,
1999 and September 30, 1998 are based on actual tax computations for each of
the periods. The difference between the effective rates and the statutory rate
relates primarily to the Company's net operating loss carry forward, for which
the Company has not provided a tax benefit.

     In the second quarter of 1998, the Company settled for $10.0 million a
stockholder class action lawsuit. The Company recorded a charge during that
quarter of approximately $3.3 million which included legal fees, after
insurance and other participations. In addition, the Company recorded a
$400,000 charge related to its future lease commitment, net of sublease income,
and associated lease expenses for its Edison, New Jersey facility which was
closed during the second quarter of 1997.

     The extraordinary charge of $282,000 in the second quarter of 1998 relates
to the write-off of deferred financing costs related to the early
extinguishment of the PNC debt.


LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 1999, the Company's working capital was $8.9 million
compared to working capital of $2.5 million at December 31, 1998.

     Net cash provided by operating activities for the nine months ended
September 30, 1999 was $3.2 million, compared to $7.9 million for the nine
months ended September 30, 1998. The cash provided by operating activities in
the nine months ended September 30, 1999 resulted primarily from depreciation
and amortization of $8.3 million, net income of $1.4 million, and an increase
in accounts payable and accrued expenses of $2.6 million, offset in part by an
increase in prepaid expenses and other current assets of $2.7 million, an
increase in inventories of $3.3 million, an increase in accounts receivable of
$2.5 million, and a decrease in cash overdraft of $476,000.

     Net cash used in investing activities for the nine months ended September
30, 1999 was $3.6 million relating to the acquisition and upgrades of
production equipment and information systems. The Company anticipates that
capital expenditures for the remaining three months of fiscal 1999 will be
approximately $1.2 million, which includes expenditures for continued
enhancements to the Company's manufacturing, distribution and information
systems.

     Net cash provided by financing activities for the nine months ended
September 30, 1999 was $2.7 million, which resulted primarily from proceeds
from bank lenders of $7.9 million, offset by an increase in restricted funds of
$2.0 million, a decrease in note payable of $2.0 million, an increase in
deferred financing costs of $688,000, and a decrease in other current
liabilities of $457,000.


     On February 26, 1999, the Company refinanced its existing indebtedness
with a group of banks lead by FINOVA Capital Corporation to provide for an
additional $14.5 million of financing resulting in a total facility of $60.0
million. The $14.5 million of additional financing is to be repaid in monthly
installments based upon a ten-year amortization schedule at prime plus 1.0%.
The increased amount is due, along with all amounts outstanding under the
previously existing FINOVA credit facility, in September 2003. The Company used
$10.1 million of the additional proceeds to pay off its remaining indebtedness
to PNC Bank under a previously existing facility. An additional $4.0 million of
the proceeds was set aside for the repayment of the Company's indebtedness to
101 Realty Associates, LLC ("101 Realty") conditioned on the Company meeting
certain working capital criteria and achieving specified profitability levels
for fiscal 1998 and 1999 (subsequently amended to fiscal 2000). As a result of
meeting the requirements for fiscal 1998, $2.0 million of the 101 Realty debt
was repaid in May 1999 from the $4.0 million set aside for that



                                       8
<PAGE>


purpose. The Company's agreement with FINOVA, as amended, provides for the
remaining $2.0 million of reserved funds to be applied to the repayment of
amounts owed to FINOVA if the fiscal 2000 criteria for the repayment of the 101
Realty debt are not met. The increase in availability under the refinanced
FINOVA credit facility required the granting of a first mortgage security
interest to FINOVA and the other participating lenders on the Company's real
property located in New Jersey and Missouri.


     As of September 30, 1999, the Company did not meet certain of the required
financial covenants under the Amended and Restated Loan and Security Agreement
with Finova Capital Corporation dated February 25, 1999. On November 5, 1999,
the Company received a waiver and amendment with respect to these covenants.

     The Company requires the availability of sufficient cash flow and
borrowing capacity to finance its operations, meet its debt service obligations
and fund future capital expenditure requirements. Management believes the
Company's present credit facility will adequately support its ongoing
operations, debt service and capital expenditure requirements. The Company's
operating plan for the remainder of 1999 into 2000 includes improving its cost
control programs.

CURRENT DEVELOPMENTS

     Recently, the cost of resin and paperboard increased approximately $.14
per pound and $57.50 per ton, respectively. These increases have impacted and
will continue to impact the cost of plastic bottles and corrugated boxes that
the Company uses. There can be no assurance that future price increases from
the Company's suppliers will not have a material adverse effect on the Company
or that the Company will be able to react with price or product changes or
other manufacturing efficiencies of its own to offset these price increases.

IMPACT OF INFLATION

     The Company believes that the relatively moderate rate of inflation
recently experienced in the United States has not had a significant effect on
net sales or profitability, other than the increases in resin and paperboard
prices.

YEAR 2000 COMPLIANCE

     The inability of computers, software and other equipment using
microprocessors to recognize and properly process data fields containing a two
digit year is commonly referred to as the Year 2000 problem. As the Year 2000
approaches, such systems may be unable to accurately process certain date-based
information. This section discusses the processes currently being implemented
by the Company with respect to issues relating to the Year 2000.

 Readiness

     The Company initiated its Year 2000 project in late 1996 with a complete
review of all products, manufacturing facilities, information systems and the
impact on the Company from customers and suppliers who may fail to deal with
the issue. The Year 2000 issues that needed to be addressed within the
organization pertain to the Company's internal information systems that date
stamp transactions. The conversion of all current applications, operating
systems, databases, and EDI transactions with Year 2000 issues was completed by
the end of the first quarter of 1999.

 Products

     The Year 2000 issue with respect to the Company's product line is minimal
since its products are not date sensitive and require no internal or external
date tracking.

 Manufacturing Facilities

     All existing pieces of machinery and equipment have been reviewed and
examined and management believes that any Year 2000 issues with respect to this
machinery and equipment will not affect production or delivery of the Company's
products since the equipment is not date reliant and the movement of products
is a manual process.


                                       9
<PAGE>

 Information Systems

   Year 2000 issues with respect to information systems, have been addressed
in six major areas:

   I.   Operating Systems

   II.  Databases

   III. Business Systems

   IV.  Support Systems

   V.   Backup Systems

   VI.  Hardware Platforms

   The following discusses the status of each area:

 Operating System

     The Company has been advised by its software vendors that all existing
operating systems it uses, Novell 3.12, Windows NT, Unix 4.0D, and Windows 95,
currently are Year 2000 compliant.

 Databases

     The Company has been advised by its software vendors that all databases
used by the Company's current systems and anticipated new systems are Year 2000
compliant.

 Business Systems

     The Company believes that all existing business systems are Year 2000
compliant.

 Support Systems

     Support systems include all desktop applications. These applications have
been upgraded to be Year 2000 compliant.

 Backup Systems

     The Company has been advised by its software vendors that all applications
currently used by the Company to backup business applications and databases are
Year 2000 compliant.

 Hardware Platforms

     The Company has been advised by its hardware vendors that all platforms
running the systems and databases mentioned above are Year 2000 compliant.

 Customers

     The Company has responded to all customers who have requested Year 2000
compliance information, plans, and due dates.

 Suppliers

     The Company has contacted its major suppliers and has asked them to
respond to questions concerning their ability to be Year 2000 compliant on a
timely basis. The Company plans to monitor the information received in response
to these inquiries on a continuous basis into the Year 2000.

 Cost of Year 2000 Readiness

     Based on management's assessment of the Company's systems, the cost of
addressing Year 2000 issues is not expected to have a material adverse impact
on the Company's financial condition. To date, the Year 2000 conversion costs
incurred are approximately $80,000, and are not expected to exceed $100,000.
The amounts will be financed through working capital. (Conversion costs do not
include funds spent by the Company on the purchase of its Oracle system, which
would have been acquired irrespective of any Year 2000 issues).


                                       10
<PAGE>

 Risk of the Company's Year 2000 Issues

     Achieving Year 2000 compliance is dependent on many factors, some of which
are not completely within the Company's control. There can be no assurance that
the Company has, or will be able to identify, all aspects of its business that
are subject to Year 2000 problems of its customers or suppliers. There also can
be no assurance that the Company's software vendors are correct in their
assertions that the software is Year 2000 compliant, or that the Company's
estimate of the costs of systems preparation for the Year 2000 will prove to be
accurate. Should either the Company's internal systems or internal systems of
one or more significant suppliers or customers fail to achieve Year 2000
compliance, or the Company's estimate of the costs of becoming Year 2000
compliant prove to be materially inaccurate, the Company's business and results
of operations could be adversely affected.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The Company's carrying value of cash, restricted funds, trade accounts
receivable, accounts payable, accrued expenses, taxes payable, and existing
revolving line of credit facility, and term loans are a reasonable
approximation of their fair value.

     The Company has not entered into, and does not expect to enter into,
financial instruments for trading or hedging purposes.

     The Company is currently exposed to material future earnings or cash flow
exposures from changes in interest rates on long-term debt obligations since
the majority of the Company's long-term debt obligations are at variable rates.
The Company does not currently anticipate entering into interest rate swaps
and/or other similar instruments.


                         PART II -- OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS:

     In connection with the quarterly and annual results of operations
originally reported by the Company for certain fiscal quarters in 1996 and 1997
and the fiscal year ended December 31, 1996, the Company has received a formal
request from the SEC for the production of various documents and the testimony
of certain current and former employees. The Company has been providing
documentation and other materials to the SEC in response to the request, and
the testimony of certain persons has been taken. The Company will continue to
cooperate with the SEC.

     The Company is also involved in various routine legal proceedings of a
nature it deems to be customary to a company its size. The Company believes the
ultimate disposition of these actions will not have a material adverse effect
on its business, financial condition or results of operations.


ITEM 2. CHANGES IN SECURITIES:

     None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES:

     None.


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

     None.


ITEM 5. OTHER INFORMATION:

     None.

                                       11
<PAGE>

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

     (A) EXHIBITS

       27 Financial Data Schedule

     (b) Reports on Form 8-K


       None.

                                       12
<PAGE>

                                   SIGNATURES


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


                                     USA DETERGENTS, INC.



November 24, 1999



                                     By: /s/ Uri Evan
                                     ------------------------------------------
                                     Uri Evan
                                     Chairman of the Board and
                                     Chief Executive Officer



November 24, 1999



                                     By: /s/ Richard D. Coslow
                                     ------------------------------------------
                                     Richard D. Coslow
                                     Executive Vice President and
                                     Chief Financial Officer



                                       13