<PAGE>

                                  FORM 10-Q/A
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20509

(Mark One)
[X]    AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR
       15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
       For the quarterly period ended September 30, 1996.

                                       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)

           Delaware                                      11-2935430
           --------                                      ----------
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

           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                       13,739,970             November 13, 1996

<PAGE>

This report on Form 10-Q/A is being filed to amend and restate Items 1 and 2 of
Part I and Items 3 and 6(a) of Part II of the Company's Report on Form 10-Q
filed November 14, 1996 (the "Filed Report"). Certain items contained in this
Report on Form 10-Q/A are being presented as of a more recent date to reflect
changes which occurred in the Company's business operations since the filing of
the Filed Report.

The Company's quarterly and annual operating results are affected by a wide
variety of other factors that could materially and adversely affect actual
results, 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; the inability to reduce
expenses to a level commensurate with revenues; and the inability to negotiate
acceptable credit terms with current or prospective lenders. 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,
including prospective financing arrangements. These forward-looking statements
are subject to certain risks and uncertainties, including those mentioned
above, which may cause actual results to differ significantly from these
forward-looking statements. These forward-looking statements speak only as of
the date hereof. The Company undertakes no obligation to publicly release the
results of any revisions to these forward-looking statements which may be made
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. An investment in the Company involves
various risks, including those mentioned above and those which are detailed
from time to time in the Company's SEC filings.

                                       2
<PAGE>

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

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

                                         ASSETS
<TABLE>
<CAPTION>
                                                           December 31,  September 30,
                                                              1995            1996
                                                           ---------------------------
                                                                          (As restated
                                                                           See note 3)
<S>                                                          <C>             <C>    
Current assets:
    Cash                                                     $    61         $   421
    Accounts receivable, net of allowance for doubtful                      
       accounts of $276 and $486, respectively                15,278          23,359
    Inventories                                                8,448          16,005
    Prepaid expenses and other current assets                  2,989           5,019
    Prepaid income taxes                                        --               671
    Deferred taxes                                               630             250
                                                             -----------------------
        Total current assets                                  27,406          45,725
                                                                            
Property and equipment - net                                  10,404          20,332
Restricted funds                                                 275             275
Other assets                                                     255           2,779
Note receivable                                                2,250           2,250
                                                             -----------------------
Total assets                                                 $40,590         $71,361
                                                             =======================
                                                                            
                                                                            
                          LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                            
Current liabilities:                                                        
    Revolving credit line                                    $ 6,983         $12,181
    EDA loan                                                     305           1,882
    Accounts payable                                           4,830          10,972
    Accrued expenses                                           3,942           6,093
    Current portion of capitalized lease obligations              32            --
    Income tax payable                                           182            --
                                                             -----------------------
        Total current liabilities                             16,274          31,128
Long-term debt - net of current portion                        1,806            --
Capital lease obligations - net of current portion                24            --
Deferred rent payable                                          1,204           1,357
Deferred taxes                                                   990             747
                                                             -----------------------
        Total liabilities                                     20,298          33,232
                                                             -----------------------
Stockholders' equity:                                                       
    Preferred stock-no par value; authorized 1,000,000                      
        shares, none issued                                     --              --
    Common stock-$.01 par value; authorized 30,000,000                      
        shares, issued and outstanding 13,392,372 and                       
        13,739,970 shares, respectively                          134             137
    Additional paid-in capital                                15,499          27,507
    Retained earnings                                          4,659          10,485
                                                             -----------------------
        Total stockholders' equity                            20,292          38,129
                                                             -----------------------
Total liabilities and stockholders' equity                   $40,590         $71,361
                                                             =======================
</TABLE>

                See Notes to Consolidated Financial Statements.

                                           3
<PAGE>

                                 USA DETERGENTS, INC. AND SUBSIDIARIES

                                          STATEMENTS OF INCOME
                        (IN THOUSANDS, EXCEPT NET INCOME PER SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                               Three months                        Nine months
                                                           ended September 30,                ended September 30,
                                                      -----------------------------------------------------------------
                                                        1995              1996               1995              1996
                                                                      (As restated                         (As restated
                                                                       See note 3)                          See note 3)

<S>                                                   <C>               <C>                <C>               <C>     
Net sales                                             $ 27,120          $ 47,447           $ 76,027          $124,220
Cost of goods sold                                      18,562            32,368             54,143            84,432
                                                      --------------------------           --------------------------
Gross profit                                             8,558            15,079             21,884            39,788
Selling, general and administrative                      5,773            12,146             15,101            29,524
                                                      --------------------------           --------------------------
Income from operations                                   2,785             2,933              6,783            10,264
Interest expense - net                                     110               161                532               481
                                                      --------------------------           --------------------------
Earnings before income taxes                             2,675             2,772              6,251             9,783
Income tax provision                                       722             1,071                790             3,957
                                                      --------------------------           --------------------------
Net income                                            $  1,953           $ 1,701           $  5,461          $  5,826
                                                      ==========================           ==========================
Net income per share                                                     $   .12                             $    .43
                                                                       =========                           ==========
Weighted average shares outstanding                                       13,732                               13,534
                                                                       =========                           ==========
Pro forma Income Statement Data:
     Earnings before income taxes, as reported        $  2,675                             $  6,251
     Pro forma income tax provision                      1,059                                2,475
                                                      ----------                           ----------
     Pro forma net income                             $  1,616                             $  3,776
                                                      ==========                           ==========
     Pro forma net income per share                   $    .13                             $    .31
                                                      ==========                           ==========
     Weighted average shares used in the calculation
        of pro forma net income per share               12,856                               12,232
                                                      ==========                           ==========
</TABLE>

                                See Notes to Consolidated Financial Statements.

                                                      4
<PAGE>

                                   USA DETERGENTS, INC. AND SUBSIDIARIES

                                          STATEMENTS OF CASH FLOWS
                                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          Nine months
                                                                      ended September 30,
                                                                  --------------------------
                                                                    1995             1996
                                                                                (As restated
                                                                                 See note 3)
<S>                                                               <C>              <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                   $  5,461         $  5,826
     Adjustments to reconcile net income to net                                   
        cash used in operating activities:                                        
     Depreciation and amortization                                     722            1,340
     Change in the provision for bad debts and sales allowances        122              210
     Increase in deferred rent                                           7              153
Changes in operating assets and liabilities:                                      
     Increase in accounts receivable                                (7,128)          (8,291)
     (Increase)/decrease in inventories                              2,467           (7,557)
     Increase in prepaid expenses and other current assets          (1,236)          (2,030)
     (Increase)/decrease in other assets                                13           (2,524)
     Increase in accounts payable and accrued expenses               3,038            8,261
     Increase in prepaid income taxes                                 --               (671)
     Increase/(decrease) in taxes payable                               700             (182)
     Decrease in deferred tax asset                                   --                380
     Decrease in deferred tax liability                               --               (243)
                                                                  -------------------------
        Net cash provided by/(used in) operating activities          4,166           (5,328)
                                                                  -------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:                                             
     Purchase of property and equipment                             (2,562)         (11,268)
                                                                  -------------------------
        Net cash used in investing activities                       (2,562)         (11,268)
                                                                  -------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:                                             
     S corporation distributions                                    (5,331)            --
     Repayments of long-term debt                                     (229)            (229)
     Net proceeds/(repayments) on revolving credit line             (7,500)           5,198
     Capitalized lease repayments                                      (49)             (24)
     Net proceeds from exercise of options                            --                  3
     Net proceeds from initial public offering                      12,688             --
     Net proceeds from sale of common shares                          --             12,008
                                                                  -------------------------
        Net cash provided by/(used in) financing activities           (421)          16,956
                                                                  -------------------------
Net increase in cash                                                 1,183              360
Cash at beginning of period                                             77               61
                                                                  -------------------------
Cash at September 30,                                             $  1,260         $    421
                                                                  =========================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                 
     Cash paid during the period for:                                             
        Interest                                                  $    594         $    455
                                                                  =========================
        Income taxes                                              $     89         $  4,673
                                                                  =========================
</TABLE>

                               See Notes to Consolidated Financial Statements.

                                                     5

<PAGE>

                     USA DETERGENTS, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
             For the Three and Nine Months Ended September 30, 1996


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 ("SEC") and in the opinion of management, include all adjustments,
(consisting of normal recurring accruals) necessary for the fair presentation
of 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 SEC rules. The Company believes the
disclosures made are adequate to make such financial statements not misleading.
Certain reclassifications have been made to prior year amounts to conform with
the presentation for the current year. 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 December 31, 1997 year ended filed March 31, 1998 and Form 10-K/A
filed April 28, 1998 and the Company's December 31, 1996 year ended Form 10-K/A
filed March 17, 1998 which includes restated financial information for the year
ended December 31, 1996.

                                       6
<PAGE>

NOTE 2 - DEBT

         The Company's debt structure as of March 31, 1998 and its current
relationships with its bank lender and the New Jersey Economic Development
Authority ("EDA") has changed substantially since the end of the period to
which this Quarterly Report on Form 10Q/A relates and, consequently,
information relating to the Company's debt structure and relationships with the
Company's bank lender and the EDA as of September 30, 1996 is not deemed to be
relevant to an evaluation of the Company. The following information summarizes
the Company's current debt structure and relationships with its bank lender and
the EDA as of March 31, 1998.

PNC Bank Debt

         On February 25, 1998, the Company and PNC Bank, National Association
("PNC") entered into an amended and restated Loan and Security Agreement (the
"PNC Agreement"). In conjunction with the PNC Agreement the Company made a
principal payment of $5 million and granted PNC a security interest in
substantially all of the assets of the Company. The balance of the principal
indebtedness, approximately $35 million, is due in January 1999 and bears
interest at rates which range from prime plus .25% to prime plus 2%. The actual
rate depends on the timing of the repayment of the indebtedness. Of the $5
million paid to PNC, $4 million was loaned to the Company by an entity ("101
Realty") owned by certain of the Company's principal stockholders at a rate of
9.5% per annum, and is due in July 1999. These stockholders also personally
guaranteed the repayment of up to an additional $5 million of the indebtedness
owed to PNC. At December 31, 1997, $1,000,000 of the PNC debt was classified as
current reflecting the difference between the amount repaid to PNC and the
amount loaned to the Company by certain of its principal stockholders.

         In connection with the transaction, PNC received a warrant to purchase
between approximately 140,000 and 700,000 shares of the Company's common stock,
depending on the repayment date of the remaining indebtedness (140,000 shares
if paid in full by September 30, 1998). In conjunction with the issuance of
this warrant, the Company recognized in the first quarter of 1998, a deferred
charge of $415,000. This charge will be deferred and amortized over the period
ending January 4, 1999. The Company engaged the services of an independent
specialty investment banking firm to calculate and establish the valuation of
this warrant.

         In connection with the $4 million loan and $5 million guarantee
referred to above, 101 Realty received a warrant to purchase between
approximately 99,000 and 194,000 shares of the Company's common stock depending
on whether the $5 million which is the subject of the guarantee is required to
be paid. In conjunction with the issuance of these warrants, the Company
recognized, in the first quarter of 1998, a deferred charge of $335,000. This
charge will be deferred and amortized over an 18 month period. The Company
engaged the services of an independent specialty investment banking firm to
calculate and establish the valuation of these warrants.

                                       7
<PAGE>

         The PNC Agreement requires the Company to, among other things,
maintain a ratio of current assets to current liabilities (as defined) in
excess of 1.1, commencing January 31, 1998, and prohibits the payment of
dividends and the incurrence of new debt.

         For the year ended December 31, 1997, the Company has experienced
significant operating losses relating to, among other things, its geographic
expansion of its manufacturing and distribution facilities. In addition, the
Company has also experienced difficulty in meeting its liquidity needs. 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. The Company's operating plan for 1998
includes continuing its cost reduction programs. Such programs include
reduction in temporary labor, production rationalization, increased use of high
speed fillers and cartoners and improved production planning and control.
Management believes that the corrective actions taken in the latter part of
1997 and the ongoing cost reduction programs currently in place, will have a
positive impact on operating results for 1998. Additionally, management is
optimistic about its ability to replace the PNC Facility with a permanent
financing facility which will more adequately support ongoing operations, debt
service and capital expenditure requirements. There can be no assurance that
the Company be successful in these efforts.


EDA Loan

         The Company also has a loan facility of $2.75 million from the New
Jersey Economic Developement Authority (the "EDA Loan"). As of December 31,
1997, the Company has used approximately $2.5 million of the EDA Loan for
purchases of machinery and equipment and imporvements to the Company's North
Brunswick manufacturing facility. The remaining funds are restricted for the
duration of the EDA Loan. The EDA Loan is payable in monthly installments of
approximately $26,000 through November 1, 2002. Interest on the EDA Loan is
payable at a variable rate (4.15% at December 31, 1997). As a result of several
factors, including those relating to the Company's historical financial
performance, amounts owed under the EDA Loan, at the option of the issuing
lender thereunder, may be declared immediately due and payable. The Company has
requested a waiver from the New Jersey Economic Development Authority with
respect to existing violations under the EDA Loan. There can be no assurances
that the Company will be successful in obtaining such waiver. To date, the
Company is current with respect to scheduled principle and interest payments.
The entire obligation has been classified as current in the December 31, 1997
balance sheet.

                                       8
<PAGE>

NOTE 3 - RESTATEMENT OF FINANCIAL INFORMATION

         The Company has restated its financial statements for the year ended
December 31, 1996, each of the four quarters of 1996 and the quarter ended
March 31, 1997, as a result of errors and irregularities discovered for those
periods subsequent to the issuance of such financial statements. The financial
statements for the year ended December 31, 1996 require restatement principally
with respect to: (1) unrecorded vendor invoices and vendor rebates resulting in
an understatement of cost of goods sold; (2) shipping cut-offs resulting in an
overstatement of sales; (3) inappropriately capitalized labor resulting in an
understatement of selling, general and administrative expenses; and (4)
unamortized slotting costs resulting in an understatement of selling expenses.
The quarter ended September 30, 1996 has been restated principally for these
items and the write-off of certain costs previously written-off in the fourth
quarter of 1996. The quarter ended September 30, 1996 has been restated
principally to reflect the reversing effects of the 1996 restated items offset
in part by an adjustment of accruals for customer marketing funds.

         The impact of the restatements on the Company's balance sheets and
statements of operations for the three months and nine months ended September
30, 1996 are summarized as follows:

                                       9
<PAGE>

<TABLE>
<CAPTION>
                                  Three Months Ended        Three Months Ended       Nine Months Ended       Nine Months Ended
                                  September 30, 1996        September 30, 1996       September 30, 1996      September 30, 1996
                                  ------------------        ------------------       ------------------      ------------------
                                    (As originally            (As Restated)            (As originally          (As Restated)
                                       Reported)                                          Reported)
                                          (in thousands, except per share data)
Statement of Operations
-----------------------
<S>                                     <C>                       <C>                     <C>                      <C>     
Net sales                               $48,105                   $47,447                 $125,087                 $124,220
Gross profit                             16,387                    15,079                   42,493                   39,788
Selling, general and                                                                                           
   Administrative                        11,057                    12,146                   29,003                   29,524
Operating income                          5,330                     2,933                   13,490                   10,264
Net income                                3,152                     1,701                    7,943                    5,826
Net income per share                    $   .23                   $   .12                 $    .59                 $    .43
</TABLE>

<TABLE>
<CAPTION>
                                                                                                 September 30, 1996
                                                                                                 ------------------
                                                                                       (As originally          (As Restated)
                                                                                          Reported)
                                                                                                   (in thousands)
Balance Sheet
-------------
<S>                                                                                       <C>                      <C>    
Current assets                                                                            $47,621                  $45,725
Total assets                                                                               73,980                   71,361
Current liabilities                                                                        29,707                   31,128
Total liabilities                                                                          33,734                   33,232
Stockholders' equity                                                                       40,246                   38,129
</TABLE>
                                                                              
                                                                         10
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Results of Operations

         The Company has restated its financial statements for the year ended
December 31, 1996, each of the four quarters of 1996 and the quarter ended
March 31, 1997, as a result of errors and irregularities discovered for those
periods subsequent to the issuance of such financial statements. The financial
statements for the year ended December 31, 1996 require restatement principally
with respect to: (1) unrecorded vendor invoices and vendor rebates resulting in
an understatement of cost of goods sold; (2) shipping cut-offs resulting in an
overstatement of sales; (3) inappropriately capitalized labor resulting in an
understatement of selling, general and administrative expenses; and (4)
unamortized slotting costs resulting in an understatement of selling expenses.
The quarter ended September 30, 1996 has been restated principally for these
items and the write-off of certain costs previously written-off in the fourth
quarter of 1996. The quarter ended September 30, 1996 has been restated
principally to reflect the reversing effects of the 1996 restated items offset
in part by an adjustment of accruals for customer marketing funds.

         The impact of the restatements on the Company's balance sheets and
statements of operations for the three months, and nine months ended September
30, 1996 are summarized as follows:

                                      11

<PAGE>

<TABLE>
<CAPTION>
                                  Three Months Ended        Three Months Ended       Nine Months Ended       Nine Months Ended
                                  September 30, 1996        September 30, 1996       September 30, 1996      September 30, 1996
                                  ------------------        ------------------       ------------------      ------------------
                                    (As originally            (As Restated)            (As originally          (As Restated)
                                       Reported)                                          Reported)
                                        (in thousands, except per share data)
Statement of Operations
-----------------------
<S>                                     <C>                        <C>                      <C>                    <C>     
Net sales                               $48,105                    $47,447                  $125,087               $124,220
Gross profit                             16,387                     15,079                    42,493                 39,788
Selling, general and                                                                                              
   Administrative                        11,057                     12,146                    29,003                 29,524
Operating income                          5,330                      2,933                    13,490                 10,264
Net income                                3,152                      1,701                     7,943                  5,826
Net income per share                    $   .23                    $   .12                  $    .59               $    .43
</TABLE>

<TABLE>
<CAPTION>
                                                                                                 September 30, 1996
                                                                                                 ------------------
                                                                                       (As originally          (As Restated)
                                                                                          Reported)
                                                                                                      (in thousands)
Balance Sheet
-------------

<S>                                                                                         <C>                    <C>    
Current assets                                                                              $47,621                $45,725
Total assets                                                                                 73,980                 71,361
Current liabilities                                                                          29,707                 31,128
Total liabilities                                                                            33,734                 33,232
Stockholders' equity                                                                         40,246                 38,129
</TABLE>

All comparisons to the three and nine months ended September 30, 1996 are based
on amounts as restated.

                                       12
<PAGE>

Three Months Ended September 30, 1996 Compared to Three Months Ended 
September 30, 1995

         Net sales for the three months ended September 30, 1996 increased
75.0% to $47.4 million from $27.1 million for the three months ended September
30, 1995. The increase is primarily the result of an increase in unit sales of
laundry products.

         Gross profit increased 76.2% to $15.1 million in the three months
ended September 30, 1996 from $8.6 million for the comparable period in 1995.
Gross profit increased only slightly as a percentage of net sales to 31.8% in
the three months ended September 30, 1996 from 31.6% for the comparable period
in 1995.

         Selling, general and administrative expenses increased 110.4% to $12.1
million in the three months ended September 30, 1996 from $5.8 million for the
comparable period in 1995. As a percentage of net sales, these expenses
increased to 25.6% in the three months ended September 30, 1996 from 21.3% for
the comparable period in 1995. The increase as a percentage of net sales was
primarily due to increases of 3.2% in marketing funds, (co-op advertising,
promotional allowances and slotting amortization), .9% in freight to customers
and .2% in commissions.

         Interest expense-net increased to $161,000 in the three months ended
September 30, 1996 from $110,000 for the comparable period in 1995, primarily
as a result of higher average outstanding borrowings.

         Earnings before income taxes increased 3.6% to $2.8 million in the
three months ended September 30, 1996 from $2.7 million for the comparable
period in 1995. As a percentage of net sales, earnings before income taxes
decreased to 5.8% in the three months ended September 30, 1996 from 9.9% for
the comparable period in 1995.

                                      13
<PAGE>

Nine Months Ended September 30, 1996 Compared to Nine Months Ended 
September 30, 1995

         Net sales for the nine months ended September 30, 1996 increased 63.4%
to $124.2 million from $76.0 million for the nine months ended September 30,
1995. The increase is primarily the result of an increase in unit sales of
laundry products and candles.

         Gross profit increased 81.8% to $39.8 million in the nine months ended
September 30, 1996 from $21.9 million for the comparable period in 1995. Gross
profit increased as a percentage of net sales to 32.0% in the nine months ended
September 30, 1996 from 28.8% for the comparable period in 1995. The increase
as a percentage of net sales was primarily attributable to a decrease in
materials costs of 6.4% of net sales offset by increases in fixed overhead and
labor costs of 2.2% and 1.0% of net sales respectively.

         Selling, general and administrative expenses increased 95.5% to $29.5
million in the nine months ended September 30, 1996 from $15.1 million for the
comparable period in 1995. As a percentage of net sales, these expenses
increased to 23.8% in the nine months ended September 30, 1996 from 19.9% for
the comparable period in 1995. The increase as a percentage of net sales was
primarily due to increases of 2.0% in marketing funds (co-op advertising,
promotional allowances and slotting amortization), .8% in freight to customers,
 .2% in commissions, .3% in bonuses, .2% in marketing expenses, .1% in
insurances, .1% in consulting, .1% in administrative personnel and .1% in
travel and entertainment.

         Interest expense-net decreased to $481,000 in the nine months
ended September 30, 1996 from $532,000 for the comparable period in 1995,
primarily as a result of lower average outstanding borrowings.

         Earnings before income taxes increased 56.5% to $9.8 million in the
nine months ended September 30, 1996 from $6.3 million for the comparable
period in 1995. As a percentage of net sales, earnings before income taxes
decreased to 7.9% in the nine months ended September 30, 1996 from 8.2% for the
comparable period in 1995.

Liquidity and Capital Resources

         The description of the Company's liquidity and capital resources has
changed substantially since the end of the period to which this Quarterly
Report on Form 10Q/A relates and, consequently, a discussion of such items as
of September 30, 1996 is not deemed to be relevant to an evaluation of the
Company. The Company's current relationship with PNC and the EDA Loan is as
follows:

                                      14
<PAGE>

PNC Bank Debt

         On February 25, 1998, the Company and PNC entered into an amended and
restated Loan and Security Agreement (the "PNC Agreement"). In conjunction with
the PNC Agreement the Company made a principal payment of $5 million and
granted PNC a security interest in substantially all of the assets of the
Company. The balance of the principal indebtedness, approximately $35 million,
is due in January 1999 and bears interest at rates which range from prime plus
 .25% to prime plus 2%. The actual rate depends on the timing of the repayment
of the indebtedness. Of the $5 million paid to PNC, $4 million was loaned to
the Company by an entity ("101 Realty") owned by certain of the Company's
principal stockholders at a rate of 9.5% per annum, and is due in July 1999.
These stockholders also personally guaranteed the repayment of up to an
additional $5 million of the indebtedness owed to PNC. At December 31, 1997,
$1,000,000 of the PNC debt was classified as current reflecting the difference
between the amount repaid to PNC and the amount loaned to the Company by
certain of its principal stockholders.

         In connection with the transaction, PNC received a warrant to purchase
between approximately 140,000 and 700,000 shares of the Company's common stock,
depending on the repayment date of the remaining indebtedness (140,000 shares
if paid in full by September 30, 1998). In conjunction with the issuance of
this warrant, the Company recognized in the first quarter of 1998, a deferred
charge of $415,000. This charge will be deferred and amortized over the period
ending January 4, 1999. The Company engaged the services of an independent
specialty investment banking firm to calculate and establish the valuation of
this warrant.

         In connection with the $4 million and $5 million guarantee referred to
above, 101 Realty received a warrant to purchase between approximately 99,000
and 194,000 shares of the Company's common stock depending on whether the $5
million which is the subject of the guarantee is required to be paid. In
conjunction with the issuance of these warrants, the Company recognized, in the
first quarter of 1998, a deferred charge of $335,000. This charge will be
deferred and amortized over an 18 month period. The Company engaged the
services of an independent specialty investment banking firm to calculate and
establish the valuation of these warrants.

         The PNC Agreement requires the Company to, among other things,
maintain a ratio of current assets to current liabilities (as defined) in
excess of 1.1, commencing January 31, 1998, and prohibits the payment of
dividends and the incurrence of new debt.

         For the year ended December 31, 1997, the Company has experienced
significant operating losses relating to, among other things, its geographic
expansion of its manufacturing and distribution facilities. In addition, the

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<PAGE>

Company has also experienced difficulty in meeting its liquidity needs. 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. The Company's operating plan for 1998
includes continuing its cost reduction programs. Such programs include
reduction in temporary labor, production rationalization, increased use of high
speed fillers and cartoners and improved production planning and control.
Management believes that the corrective actions taken in the latter part of
1997 and the ongoing cost reduction programs currently in place, will have a
positive impact on operating results for 1998. Additionally, management is
optimistic about its ability to replace the PNC Facility with a permanent
financing facility which will more adequately support ongoing operations, debt
service and capital expenditure requirements. There can be no assurance that
the Company will be successful in these efforts.

EDA Loan

         The Company also has a loan facility of $2.75 million from the New
Jersey Economic Development Authority (the "EDA Loan"). As of December 31,
1997, the Company had used approximately $2.5 million of the EDA Loan for
purchases of machinery and equipment and improvements to the Company's North
Brunswick manufacturing facility. The remaining funds are restricted for the
duration of the EDA Loan. The EDA Loan is payable in monthly installments of
approximately $26,000 through November 1, 2002. Interest on the EDA Loan is
payable at a variable rate (4.15% at December 31, 1997). As a result of several
factors, including those relating to the Company's historical financial
performance, amounts owed under the EDA Loan, at the option of the issuing
lender thereunder, may be declared immediately due and payable. The Company has
requested a waiver from the New Jersey Economic Development Authority with
respect to existing violations under the EDA Loan. There can be no assurances
that the Company will be successful in obtaining such waiver. To date, the
Company is current with respect to scheduled principle and interest payments.
The entire obligation has been classified as current in the December 31, 1997
balance sheet.

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PART II - OTHER INFORMATION

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Reference is made to the discussion contained in Item 2 - - "EDA Loan" of this
Report on Form 10-Q/A for a description of the Company's defaults upon senior
securities.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  EXHIBITS

              27   FINANCIAL DATA SCHEDULE

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<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.


July 10, 1998                               By: /s/ Uri Evan
                                               ------------------------------
                                                Uri Evan
                                                Chairman of the Board and
                                                Chief Executive Officer


July 10, 1998                                   /s/ Richard D. Coslow
                                               ------------------------------
                                                Richard D. Coslow
                                                Senior Vice President
                                                Chief Financial Officer

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