UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                For the quarterly period ended DECEMBER 31, 1997
                 -----------------------------------------------

                                       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: 0-26262

                      USA Bridge Construction of N.Y., Inc.
             (Exact name of registrant as specified in its charter)

New York                                                      11-3032277
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                    53-09 97th Place, Corona, New York 11368
              (Address of principal executive offices) (Zip Code)

                                 (718) 699-0100
              (Registrant's telephone number, including area code)

                            U.S. Bridge of N.Y., Inc.
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check whether the issuer (1) has filed all reports  required to be filed by
section 13 or 15 (d) of the  Exchange Act during the past 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 [xx] No [
] APPLICABLE ONLY TO CORPORATE ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Common stock, par value $.001 per share: 2,659,182 shares outstanding as of
February 19, 1998.


<PAGE>
                      USA BRIDGE CONSTRUCTION OF N.Y., INC.
                      ( FORMERLY U.S. BRIDGE OF N.Y., INC.)
                                      INDEX
<TABLE>
<CAPTION>


PART 1 - Financial Information:

         ITEM 1 - Financial Statements
<S>                                                                                                               <C>
               Balance Sheets December 31, 1997 (Unaudited)
                and June 30, 1997                                                                                 1

               Statements of Operations (Unaudited)
                for the Three Months ended December 31, 1997 and 1996                                             2

               Statements of Operations (Unaudited)
                 for the Six Months ended December 31, 1997 and 1996                                              3

               Statement of Stockholders' Equity (Unaudited)
                for the Six Months ended December 31, 1997                                                        4

               Statements of Cash Flows (Unaudited)
                for the Six Months ended December 31, 1997 and 1996                                               5

               Notes to Financial Statements                                                                   6 - 10

         ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                                                             11 - 15

         PART II

         ITEM 1.      Legal Proceedings                                                                            16

         ITEM 4.   Submission Of Matters To A Vote Of Security Holders                                             17

         Signatures                                                                                                18

</TABLE>

<PAGE>
                      USA BRIDGE CONSTRUCTION OF N.Y., INC.
                      ( FORMERLY U.S. BRIDGE OF N.Y., INC.)
                                 BALANCE SHEETS

                               ASSETS
<TABLE>
<CAPTION>

                                                                   (Unaudited)
                                                                    December             June
                                                                    31, 1997           30, 1997
Current assets:
<S>                                                             <C>              <C>        
     Cash ......................................................$      211,724   $   554,025
     Cash, restricted ..........................................       219,199       214,001
     Contracts and retainage receivable, net ...................    10,126,003     8,943,147
     Costs and estimated earnings in excess of billings
      on uncompleted contracts .................................     1,437,547     2,225,723
     Deferred tax asset ........................................       224,775       239,750
     Due from parent company ...................................     1,022,016          --
     Other current assets ......................................       160,923        80,727
                                                                   -----------   -----------
         Total current assets ..................................    13,402,187    12,257,373
Other assets ...................................................        22,176        21,445
                                                                   -----------   -----------
Total assets ...................................................   $13,424,363   $12,278,818
                                                                   ===========   ===========

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable, including cash overdraft
      of $21,256 and $119,658, respectively ....................   $ 1,162,668     3,392,317
     Accrued expenses ..........................................     1,289,885       915,016
     Current portion of long-term payables .....................       325,000          --
     Payroll taxes payable .....................................     1,667,512     1,349,225
     Due to related parties ....................................        75,734       321,894
     Income taxes payable ......................................       804,964       507,379
     Billings in excess of costs and estimated earnings
      on uncompleted contracts .................................       380,408       126,455
                                                                   -----------   -----------
         Total current liabilities .............................     5,706,171     6,612,286
                                                                   -----------   -----------
Long-term payables .............................................     1,425,000          --
                                                                   -----------   -----------
Commitments and contingencies (Note 3) .........................          --            --

Stockholders' equity:
     Preferred stock $.01 par value, authorized 500,000 shares,
      issued and outstanding -0- ...............................          --            --
     Common stock $.001 par value, authorized 10,000,000 shares,
      issued and outstanding 2,302,515 .........................       504,047       504,047
     Additional paid in capital ................................     4,459,906     4,459,906
     Retained earnings .........................................     1,329,239       702,579
                                                                    ----------   -----------
         Total stockholders' equity ............................     6,293,192     5,666,532
                                                                   -----------   -----------

Total liabilities and stockholders' equity .....................   $13,424,363   $12,278,818
                                                                    ==========   ===========
</TABLE>

           See accompanying notes to financial statements (unaudited)


<PAGE>
                      USA BRIDGE CONSTRUCTION OF N.Y., INC.
                      (FORMERLY U.S. BRIDGE OF N.Y., INC.)
                            STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                   1997          1996
                                                -----------      ----------

<S>                                             <C>           <C>        
Contract revenue ............................   $ 3,350,901   $ 2,627,918

Cost of contract revenue ....................     2,536,107     1,888,570
                                                  ---------    ---

Gross profit ................................       814,794       739,348

General and administrative ..................       667,286       583,807
                                                  ---------    ---

Income from operations before other income
 and provision for income taxes .............       147,508       155,541

Other income (expenses):
   Interest expense .........................          --          (1,011)
   Interest income ..........................         2,251          --
                                                  ----------    ---
       Total other income ...................         2,251        (1,011)
                                                  ----------    ---

Income before provision for income taxes ....       149,759       154,530

Provision for income taxes (See Note 2) .....        85,610          --
                                                  ----------    ---

Net income ..................................   $    64,149   $   154,530
                                                  ==========    ===

Basic:
   Net income ...............................   $      .03    $       .08
                                                  ==========    ===

Weighted average number of shares outstanding     2,302,515     1,907,515
                                                 ===========    ===

</TABLE>

          See accompanying notes to financial statements (unaudited).
<PAGE>
                      USA BRIDGE CONSTRUCTION OF N.Y., INC.
                      (FORMERLY U.S. BRIDGE OF N.Y., INC.)
                            STATEMENTS OF OPERATIONS
                      FOR THE SIX MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                  1997           1996 
                                                -----------   ----------

<S>                                             <C>           <C>        
Contract revenue ............................   $12,269,286   $ 5,774,860

Cost of contract revenue ....................    10,077,282     4,142,957
                                                -----------    ---

Gross profit ................................     2,192,004     1,631,903

General and administrative ..................     1,257,983     1,071,239
                                                -----------    ---

Income from operations before other income
 and provision for income taxes .............       934,021       560,664

Other income (expenses):
   Interest expense .........................          --          (1,011)
   Interest income ..........................         5,199           999
                                                -----------    ---
       Total other income (expense) .........         5,199           (12)
                                                -----------    ---

Income before provision for income taxes ....       939,220       560,652

Provision for income taxes (See Note 2) .....       312,560          --
                                                -----------    ---

Net income ..................................   $   626,660   $   560,652
                                                ===========    ===

Basic:
   Net income ...............................   $       .27   $      .29
                                                ===========    ===

Weighted average number of shares outstanding     2,302,515     1,907,515
                                                ===========    ===

</TABLE>

          See accompanying notes to financial statements (unaudited).


<PAGE>
                      USA BRIDGE CONSTRUCTION OF N.Y., INC.
                      (FORMERLY U.S. BRIDGE OF N.Y., INC.)
                        STATEMENT OF STOCKHOLDERS EQUITY
                   FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
                                   (UNAUDITED)

<TABLE>
<CAPTION>



                                  Common
                                   stock
                                                            
                                                                                     
                                                            Additional
                                                            paid in   Retained
                                 Shares      Amount         capital   stockholders   Total
                                                                      earnings       equity

<S>                              <C>         <C>          <C>          <C>          <C>       
Balances at July 1, 1997 ....    2,302,515   $  504,047   $4,459,906   $  702,579   $5,666,532

Net income for the six months
 ended December 31, 1997 ....         --           --           --        626,660      626,660
                                ----------   ----------   ----------   ----------   ----------

Balance at December 31, 1997     2,302,515   $  504,047   $4,459,906   $1,329,239   $6,293,192
                                ==========   ==========   ==========   ==========   ==========

</TABLE>

          See accompanying notes to financial statements (unaudited).


<PAGE>
                      USA BRIDGE CONSTRUCTION OF N.Y., INC.
                      (FORMERLY U.S. BRIDGE OF N.Y., INC.)
                            STATEMENTS OF CASH FLOWS
                      FOR THE SIX MONTHS ENDED DECEMBER 31,
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                       1997               1996
                                                                                  --------------    ----------
Cash flows from operating activities:
<S>                                                                              <C>            <C>        
 Net income ..................................................................   $   626,660    $   560,652
 Adjustments to reconcile net income to net
  provided by (cash used) for operating activities:
Amortization .........................                                                 3,048           2,327
Deferred income tax expense                                                           14,975             --
Decrease (increase) in:
Contracts and retainage receivable                                               (1,182,856)        (3,324,289)
Costs and estimated earnings in
excess of billings on uncompleted contracts                                          788,176         1,361,524
Other current assets                                                                (80,196)        (11,738)
Increase (decrease) in:
Accounts payable                                                                   (479,649)        1,134,370
Accrued expenses                                                                    374,869            14,597
Payroll taxes payable                                                               318,287           152,870
Income taxes payable                                                                297,585              --
Billings in excess of costs and
estimated earnings on uncompleted contracts                                         253,953            (8,857)
                                                                                  -----------        -----------
Net cash provided by (used for) operating activities .............................  934,852          (118,544)
                                                                                  -----------        -----------

Cash flows from investing activities:
Advances to parent company ...................................................... (1,022,016)            --
Purchase of fixed assets ........................................................... (3,779)        (5,677)
                                                                                  -----------       -----------
Net cash used for investing activity                                              (1,025,795)       (5,677)
                                                                                  -----------       -----------

Cash flows from financing activities:
 (Repayments to) proceeds from related parties .....................................(246,160)       266,963
                                                                                  -----------    -----------
 Net cash (used for) provided by financing activities ..............................(246,160)       266,963
                                                                                  -----------    -----------

Net (decrease) increase in cash ....................................................(337,103)       142,742
Cash, beginning .................................................................... 768,026        223,789
                                                                                  -----------    -----------

Cash, ending .....................................................................$   430,923    $   366,531
                                                                                  ===========    ===========

Supplemental disclosure of cash flow information:
 Interest paid ...................................................................$      --      $     1,011
                                                                                 ===========    ===========

</TABLE>

           See accompanying notes to financial statements (unaudited).


<PAGE>
                      USA BRIDGE CONSTRUCTION OF N.Y., INC.
                      (FORMERLY U.S. BRIDGE OF N.Y., INC.)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996
                                   (UNAUDITED)

NOTE 1       -    ORGANIZATION

                  USA Bridge  Construction of N.Y., Inc.,  (formerly U.S. Bridge
                  of N.Y., Inc.) ("the Company") is a New York corporation which
                  provides  steel  erection  for  building,  roadway  and bridge
                  repair  projects  for  contractors  who have been  engaged  by
                  private and  municipal/governmental  clients.  The Company was
                  incorporated  on  September  4,  1990  and is a  53.23%  owned
                  subsidiary  of USAG  Corp.  (AUSABG@)  formerly  known as U.S.
                  Bridge  Corp.  The  Company's  President  is also the majority
                  stockholder of USABG.

                  The  accompanying  unaudited  financial  statements  have been
                  prepared in  accordance  with  generally  accepted  accounting
                  principles  for  interim   financial   information   and  with
                  instructions to Form 10-QSB. Accordingly,  they do not include
                  all of the  information  and  footnotes  required by generally
                  accepted   accounting   principles   for  complete   financial
                  statements.   In  the  opinion  of  management,   the  interim
                  financial  statements  include all  adjustments  necessary  in
                  order to make the financial  statements  not  misleading.  The
                  results of  operations  for the three and six months  ended is
                  not  necessarily  indicative of the results to be expected for
                  the full year. For further information, refer to the Company=s
                  audited financial statements and footnotes thereto at June 30,
                  1997,  included in the  Company=s  Annual  Report Form 10K-SB,
                  filed with the Securities and Exchange Commission.

NOTE 2       -    PROVISION FOR INCOME TAXES

                  For the three and six months  ended  December  31,  1997,  the
                  Company  recorded an  estimated  income tax expense of $85,610
                  and $312,560, respectively. For the three and six months ended
                  December 31,  1996,  no income tax expense was recorded by the
                  Company as a result of its then net operating tax carryforward
                  which was subsequently utilized through December 31, 1996.

NOTE 3       -    COMMITMENT AND CONTINGENCIES

            a)    Disclosure of significant estimates - revenue recognition

                  The  Company=s  construction  revenue  is  recognized  on  the
                  percentage of  completion  basis.  Consequently,  construction
                  revenue  and  gross  margin  for  each  reporting   period  is
                  determined  on a contract by contract  basis by  reference  to
                  estimates  by  the  Company=s   management  and  engineers  of
                  expected costs to be incurred to complete each project.  These
                  estimates  include  provisions for known and anticipated  cost
                  overruns,  if  any  exist  or are  expected  to  occur.  These
                  estimates  may be subject to revision in the normal  course of
                  business.

b)    Lease agreement

                  The  Company  leases its  administrative  offices  and storage
                  space  pursuant to a signed lease  agreement  with RSJJ Realty
                  Corp.,  (ARSJJ@),  an  entity  wholly-owned  by the  Company=s
                  President. Such lease requires monthly payments of $20,000 and
                  expires  on March 31,  1998.  (See Note  5a(i) for  additional
                  information).  Under  such  lease  agreement,  before any term
                  modifications,  the Company is required to make future minimum
                  lease payments as follows:


<PAGE>

                                 Year Ending
                                  June 30,
                                    1998                     $        60,000
                                                             ===============

                  Included  in  general  and  administrative  expenses  is  rent
                  expense  which  amounted to $60,000 for the three months ended
                  December  31,  1997 and 1996 and  $120,000  for the six months
                  then ended. In addition,  pursuant to an oral  agreement,  the
                  Company  leases a yard for storage  material with an unrelated
                  party which requires monthly payments of approximately $3,500.
                  Accordingly,  total rent  expense for the three  months  ended
                  December  31, 1997 and 1996  amounted to $70,500 and  $141,000
                  for the six  months  then  ended.  As of  December  31,  1997,
                  $87,500 of rent  remains  unpaid and is  included  in accounts
                  payable.  During June 1997,  the Company issued 270,000 shares
                  of its common stock USABG,  which in turn,  it issued  150,000
                  shares  of its  common  stock to RSJJ to  settle  $480,000  of
                  accrued rent owed.

            c)    Significant customers and vendors

                  For the six  months  ended  December  31,  1997 and 1996,  the
                  Company had one and three  unrelated  customers  respectively,
                  which accounted for approximately  45% and 85%,  respectively,
                  of total revenues.  As of December 31, 1997  approximately 75%
                  of  contracts  and  retainage  receivables  are due  from  two
                  customers.

            d)    Seasonality

                  The Company  operates in an  industry  which may be  seasonal,
                  generally due to inclement weather occurring during the winter
                  months.  Accordingly,  the Company may  experience  a seasonal
                  pattern in its  operating  results  with lower  revenue in the
                  third quarter of each fiscal year.  Quarterly results may also
                  be affected by the timing of bid solicitations by governmental
                  authorities,  the stage of  completion  of major  projects and
                  revenue recognition policies.


            e)    Bonding requirements

                  The  Company is  required  to provide  bid and/or  performance
                  bonds in connection with governmental  construction  projects.
                  To date,  the  Company  has been able to  sufficiently  obtain
                  bonding for its private projects.  The Company is continuously
                  pursuing  obtaining bonding for its governmental  construction
                  projects. In addition,  new or proposed legislation in various
                  jurisdictions   may  require   the   posting  of   substantial
                  additional  bonds or require other  financial  assurances  for
                  particular projects.

            f)    Mechanics liens

                  As of December 31, 1997,  the Company filed various  mechanics
                  liens on certain projects totaling $16,919,542.

            g)    Claims

                  The  Company  elected  not to  recognize  any  portion  of the
                  revenue  associated with any contract claims until the amounts
                  recoverable can be accurately estimated. Claims are amounts in
                  excess of the agreed contract price which the Company seeks to
                  collect for customer caused delays,  errors in  specifications
                  and designs,  contract terminations,  change orders in dispute
                  or unapproved.
<PAGE>
            h)    Legal Proceedings

                  The Company is a party to various claims and legal proceedings
                  incidental  to its  business.  In  management=s  opinion,  the
                  outcome  of  these  claims  and  proceedings  will  not have a
                  material  adverse  effect on the  financial  statements of the
                  Company taken as a whole.

            i)    Payroll taxes

                  As of  December  31,  1997,  the  Company  owes  approximately
                  $1,667,512 of payroll taxes. Although as of December 31, 1997,
                  the  Company  has  not  entered  into  any  formal   repayment
                  agreements  with the respective tax  authorities,  it has been
                  making payments based on oral agreements.

            j)    Accounts payable

                  In November 1997,  the Company  entered into an agreement with
                  the Iron Workers Local 40,361 and 417 Joint Security Funds the
                  "Union@ in order to  liquidate  $1,750,000  owed  relating  to
                  unpaid  union  dues.  The  Company  agreed to pay  $75,000  by
                  January 1998 and at least $25,000 monthly  commencing March 1,
                  1998 with  interest  at 9.5% per  annum.  As  collateral,  the
                  Company  assigned  its  retainage  receivable  from a  certain
                  project  as  well  as  $1,750,000  of  the  Company=s  related
                  mechanics  lien.  Upon any funds being  released or paid under
                  such mechanics lien, the Union will be repaid any balance owed
                  in full before the Company may receive any funds.  The Company
                  will  receive  credit for any  payments  received by The Union
                  related to the assigned portion of the mechanics lien.

NOTE 4       -    RELATED PARTY TRANSACTIONS

            a)    Purchase of material and labor

                  For the six  months  ended  December  31,  1997 and 1996,  the
                  Company paid $35,000 and $337,821,  respectively, to US Bridge
                  MD for material and labor  necessary to perform steel erection
                  services. US Bridge MD is a wholly-owned  subsidiary of USABG.
                  During September 1996, US Bridge MD ceased  substantially  all
                  of its  operations and the Company began  purchasing  material
                  and labor from  unrelated  third party steel  fabricators.  At
                  December  31,  1997 the  Company  owed US  Bridge  MD  $47,220
                  principally  for advances in connection  with above  services.
                  Such amounts are non-interest bearing and due on demand.

            b)    Rent expense

                  Included  in  general  and  administrative  expenses  is  rent
                  expense  paid  pursuant  to a signed  lease  agreement  with a
                  company  wholly-owned  by the Company's  President.  Such rent
                  amounted to $60,000 for the three  months  ended  December 31,
                  1997 and 1996 and $120,000  for the six months ended  December
                  31, 1997 and 1996.

            c)    Employment agreement

                  On April 4,  1995,  the  Company  entered  into an  employment
                  agreement  with  its  President  and  Director  for a term  of
                  approximately  three (3) years  expiring on June 30, 1998. The
                  employment agreement provides for an annual salary of $300,000
                  with 10% annual  escalations.  In addition,  the President and
                  Director has been granted options to purchase 25,000 shares of
                  the Company's  common  stock,  all of which options shall vest
                  through April 1998. The exercise price of the options shall be
                  equal to $5.50 per share.  The foregoing  options are intended
                  to qualify as incentive stock options.


<PAGE>
            d)    Due from parent company

                  During the three months ended  December 31, 1997,  the Company
                  advanced  funds  to  its  parent,  USABG  These  advances  are
                  non-interest bearing and are due on demand. As of December 31,
                  1997 such advances amounted to $1,022,016.

            e)    Due to related parties

                  As of December 31, 1997, the Company has been advanced a total
                  of $75,734 from various  affiliates and related parties.  Such
                  advances are non-interest bearing and are due on demand.

NOTE 5       -    SUBSEQUENT EVENTS

            a)    Issuance of common stock

                  i)   On February 5, 1998,  the Company agreed to issue 106,667
                       shares of its common stock to USABG as  consideration  to
                       USABG  for  issuing  shares  of its own  stock to RSJJ in
                       consideration  for payment in full of the rent due by the
                       Company  to RSJJ for the period  from  January 1, 1998 to
                       December 31, 1998.

                  ii)  During  December 1998,  the Company's  board of directors
                       authorized  the issuance of 250,000  shares of its common
                       stock pursuant to its Senior  Management  Incentive Plan.
                       Of the  250,000  shares,  100,000  will be  issued to the
                       Company=s  President,  50,000 to the Company=s Secretary,
                       and  50,000 to the  Company=s  Treasurer.  The  remaining
                       50,000 shares will be issued to employees and consultants
                       to the Company. The Company also authorized the filing of
                       an amended Form S-8 Registration Statement to include the
                       issuance of these shares under the plan.


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

                  GENERAL

                  The Company  recognizes  revenue  and costs for all  contracts
                  under the  percentage of completion  method.  Cost of contract
                  revenues include all direct material and labor costs and those
                  indirect  costs related to contract  performance.  General and
                  administrative  expenses are accounted for as period costs and
                  are,  therefore,  not  included  in  the  calculation  of  the
                  estimates  to complete  construction  contracts  in  progress.
                  Material  project  losses are provided  for in their  entirety
                  without   reference  to  the  percentage  of  completion.   As
                  contracts  can  extend  over one or more  accounting  periods,
                  revision in costs and earnings  estimated during the course of
                  the work are reflected  during the accounting  period in which
                  the  facts  become  known.   An  amount  equal  to  the  costs
                  attributable  to  unapproved   change  orders  and  claims  is
                  included in the total  estimated  revenue when  realization is
                  probable.

                  The current asset,  "costs and estimated earnings in excess of
                  billings  on  uncompleted  contracts",  represents  costs  and
                  estimated  earnings in excess of amounts  billed on respective
                  uncompleted  contracts at the end of each period.  The current
                  liability, "billings in excess of costs and estimated earnings
                  on uncompleted  contracts,"  represents  billings which exceed
                  costs  and  estimated   earnings  on  respective   uncompleted
                  contracts at the end of each period.
<PAGE>
                  The Company has  elected not to  recognize  any portion of the
                  revenue  associated  with such claims  until the amounts  have
                  been received or awarded.  Claims are amounts in excess of the
                  agreed  contract  price which the Company seeks to collect for
                  customer  -  caused  delays,   errors  in  specifications  and
                  designs,  contract  terminations,  change orders in dispute or
                  unapproved.

                    The Company's operations are substantially controlled by Mr.
               Polito since he owns  approximately 61% of the outstanding shares
               of U.S.  USABG,  (AUSABG@) the parent  company who owns 53.23% of
               the common stock of U.S. Bridge of N.Y., Inc. (the ACompany") and
               may be considered the beneficial owner of the Company. Mr. Polito
               is also a 100%  shareholder of RSJJ Realty Corp.  ("RSJJ").  RSJJ
               leases the  administrative  office space to the Company at a cost
               of  $20,000  per  month  pursuant  to a  signed  lease  agreement
               expiring  on March  31,  1998.  Mr.  Polito  also  has  ownership
               interest in Crown Crane,  Inc. and Atlas Gem Leasing,  Inc. which
               provided  services  to the  Company  for the three  months  ended
               December 31, 1997 and 1996.  Lastly,  the Company  purchased from
               U.S.  Bridge of Corp.  (Maryland) (AUS Bridge MD@) a wholly-owned
               subsidiary of Bridge Corp, certain materials and labor to perform
               steel erection service. US Bridge MD ceased  substantially all of
               its  operations  during  September  1996  and,  accordingly,  the
               Company purchased its steel from unrelated parties.


                  The  Company  plans to  continue  to  undertake  projects as a
                  subcontractor,  but will  focus  on  obtaining  projects  as a
                  general contractor in both the public and private sectors. The
                  Company  will be  responsible  for  performance  of the entire
                  contract,   including   the  work   done  by   subcontractors.
                  Accordingly,   the  Company  may  be  subject  to  substantial
                  liability  if a  subcontractor  fails to perform as  required.
                  Also  there may be  unanticipated  difficulties  in hiring and
                  overseeing  subcontractors  that the Company is currently  not
                  aware  of.  The  Company  requires  bonding  from  a New  York
                  licensed  bonding  Company  in order to bid on  projects  as a
                  general contractor.


<PAGE>
                  Though the Company  does not believe its business is seasonal,
                  its  operations are generally slow in the winter months due to
                  the  decrease  in  worker  productivity   because  of  weather
                  conditions. Accordingly, the Company may experience a seasonal
                  pattern in its  operating  results  with lower  revenue in the
                  third quarter of each fiscal three months. Interim results may
                  also be affected by the timing of bid solicitation,  the stage
                  of  completion  of  major  projects  and  revenue  recognition
                  policies.

                  In order to obtain  bonding,  in addition to credit checks and
                  other due diligence disclosure requirements, bonding companies
                  require the Company  receiving bonding to have certain amounts
                  of capital  and liquid  assets,  which will base the amount of
                  bonding  it will  issue  based on a  formula,  devised by each
                  individual bonding Company, which primarily takes into account
                  the  Company's  capital  and liquid  assets.  In order for the
                  Company to obtain and maintain bonding,  it must adhere to the
                  requirements  stipulated in the bonding  agreements which vary
                  with each bonding Company. The bonding costs for each bond are
                  incorporated  in the contract  price of each job.  These costs
                  are carried as a line item in the  requisition and paid by the
                  customer.  Any monies taken from the working  capital for this
                  purpose will be replaced as the monthly  requisition  payments
                  are received  from the  customer.  Bonding  requirements  vary
                  depending upon the nature of the projects to be performed. The
                  Company  anticipates  paying  a fee to  bonding  companies  of
                  between 1 1/4% to 3 1/2% of the amount of the  contracts to be
                  performed.  Since  these  fees are  generally  payable  at the
                  beginning of a project,  the Company must maintain  sufficient
                  working capital to satisfy the fee prior to receiving from the
                  project.

                  Three months ended  December 31, 1997 as compared to the three
months ended December 31, 1996

                  Contract revenues for the three months ended December 31, 1997
                  and 1996 amounted to $3,350,901 and $2,627,918,  respectively.
                  The increase amounted to $722,983 or approximately 27%. During
                  the three  months  ended  December  31,  1997 the  Company has
                  obtained no new contracts but has obtained  additional  change
                  orders to previous  contracts.  As of December 31,  1997,  the
                  Company=s   backlog  amounted  to  approximately   $3,227,000.
                  Backlog  represents the amount of revenue the Company  expects
                  to realize from work to be performed on uncompleted  contracts
                  in progress and from contractual agreements which work has not
                  yet begun.

                  The Company's gross profit for the three months ended December
                  31, 1997 and 1996 amounted to 24% and 28%,  respectively.  The
                  decrease  represents  estimated  cost  adjustments  on certain
                  contracts and shutdown costs on jobs which have been halted or
                  completed.

                  For the three  months ended  December  31, 1997 and 1996,  the
                  Company paid $0 and  $172,141,  respectively,  to US Bridge MD
                  for  materials and labor  necessary to perform steel  erection
                  services.   During   September   1996,  US  Bridge  MD  ceased
                  substantially  all of its  operations  and the  Company  began
                  purchasing material and labor from unrelated third party steel
                  fabricators.  At December  31, 1997 the Company owed US Bridge
                  MD $47,220,  principally for advances in connection with above
                  services and such amounts are non-interest  bearing and due on
                  demand.


<PAGE>
                  General and administrative  expenses have increased by $83,479
                  or 14% to $667,286  for the three  months  ended  December 31,
                  1997 from  $583,807 for the three  months  ended  December 31,
                  1996. The increase in general  administration costs are mainly
                  attributable   to  an  overall   increase  of  the   Company's
                  administrative  salaries  associated  with the material amount
                  increase  in  contract  revenue  and   miscellaneous   general
                  corporate overhead.

                  As of December 31, 1997, the Company=s  allowance for doubtful
                  accounts   amounts  to   $2,159,000   against   its   contract
                  receivable.   In  management=s   opinion,  the  allowance  for
                  doubtful  accounts at December 31, 1997, will be sufficient to
                  absorb any losses that may be sustained from  settlements.  As
                  of  December  31, 1997 and 1996  approximately  75% and 61% of
                  contracts   and  retainage   receivables   are  due  from  two
                  customers.

                  For the three  months ended  December  31,  1997,  the Company
                  recorded an estimated  income tax expense of $85,610.  For the
                  three  months ended  December 31, 1996,  no income tax expense
                  was  recorded  by the  Company  as a  result  of its  then net
                  operating tax carryforward which was subsequently utilized.

                  Six months  ended  December  31,  1997 as  compared to the six
months ended December 31, 1996

                  Contract  revenues for the six months ended  December 31, 1997
                  and 1996 amounted to $12,269,286 and $5,774,860, respectively.
                  This net increase  amounting to  $6,494,426  or  approximately
                  112% is a direct  result of the  Company=s  backlog as of June
                  30, 1997 which  amounted  to  approximately  $6,088,000.  This
                  backlog  amount  represents  the  contracts  the  Company  had
                  entered  into  during  the  latter  part of its June 30,  1997
                  fiscal year.  During the six months  ended  December 31, 1997,
                  the Company has  obtained no new  contracts  but has  obtained
                  additional  change orders to previous  contracts  amounting to
                  approximately  $10,744,852.  As  of  December  31,  1997,  the
                  Company=s   backlog  amounted  to  approximately   $3,227,000.
                  Backlog  represents the amount of revenue the Company  expects
                  to realize from work to be performed on uncompleted  contracts
                  in progress and from contractual agreements which work has not
                  yet begun.

                  The Company=s  gross profit for the six months ended  December
                  31, 1997 and 1996  amounted to 18% to 28%,  respectively.  The
                  decrease in gross profit represents estimated cost adjustments
                  on certain  contracts  and  shutdown  costs on jobs which have
                  been halted or completed.

                  For the six  months  ended  December  31,  1997 and 1996,  the
                  Company paid $35,000 and $337,821,  respectively, to US Bridge
                  MD for material and labor  necessary to perform steel erection
                  services.   During   September   1996,  US  Bridge  MD  ceased
                  substantially  all of its  operations  and the  Company  began
                  purchasing material and labor from unrelated third party steel
                  fabricators.  At December 31, 1997, the Company owed US Bridge
                  MD $47,220,  principally for advances in connection with above
                  services and such amounts are non-interest  bearing and due on
                  demand.


<PAGE>
                  General and administrative expenses have increased by $186,744
                  or 17% to  $1,257,983  for the six months  ended  December 31,
                  1997 from  $1,071,239  for the six months  ended  December 31,
                  1996. The increase in general  administration costs are mainly
                  attributable   to  an  overall   increase  of  the   Company's
                  administrative  salaries associated with the material increase
                  in contract revenue and general corporate overhead.

                  As of December 31, 1997, the Company=s  allowance for doubtful
                  accounts   amounts  to   $2,159,000   against   its   contract
                  receivable.   In  management=s   opinion,  the  allowance  for
                  doubtful  accounts at December 31, 1997, will be sufficient to
                  absorb any losses that may be sustained from settlements.  For
                  the six months ended  December 31, 1997 and 1996,  the Company
                  had one and  three  unrelated  customers  respectively,  which
                  accounted for approximately 76% and 85% of total revenues.

                  For the six  months  ended  December  31,  1997,  the  Company
                  recorded an estimated income tax expense of $312,560.  For the
                  six months ended  December 31, 1996, no income tax expense was
                  recorded by the Company as a result of its then net  operating
                  tax carryforward which was subsequently utilized.

                  Liquidity and Capital Resources

                  At December 31, 1997, the Company's  working capital  amounted
                  to  $7,696,016.  As of December 31, 1997,  the  Company's  net
                  contract   receivable   amounted  to   $10,126,003   of  which
                  approximately  $199,000  or  2%  has  been  collected  through
                  February 5, 1998.

                  Net cash provided by operating activities amounted to $934,852
                  for  the  six  months  ended  December  31,  1997.  The  major
                  components of such  provision of cash was directly  attributed
                  to the Company's income amounting to $626,660 and increases in
                  accounts  receivable  net of  increases  of its payroll  taxes
                  payable  and  accrued  expenses.  For  the  six  months  ended
                  December 31, 1996, the net cash used for operating  activities
                  amounted to $118,544 which were  principally  attributable  to
                  increases  in  account  receivable,  decreases  in  costs  and
                  estimated  earnings  in  excess  of  billings  on  uncompleted
                  contracts and increases in accounts payable.

                  With  regards  to  investing  activities,   the  Company  used
                  $1,025,795 of cash for the six months ended December 31, 1997.
                  Such  cash was used  primarily  for  advances  to its  parent,
                  USABG.

                  As of  December  31,  1997,  the  Company  owes  approximately
                  $1,667,512  of payroll  taxes.  Although,  as of December  31,
                  1997,  the Company has not entered  into any formal  repayment
                  agreements  with the respective tax  authorities,  it has been
                  making payments based on oral agreements.


<PAGE>
                  In November 1997,  the Company  entered into an agreement with
                  the Iron  Workers  Local 40,361 and 417 Joint  Security  Funds
                  AThe Union@ in order to liquidate  $1,750,000 owed relating to
                  unpaid  union  dues.  The  Company  agreed to pay  $75,000  by
                  January 1998 and at least $25,000 monthly  commencing March 1,
                  1998 with  interest  at 9.5% per  annum.  As  collateral,  the
                  Company  assigned  its  retainage  receivable  from a  certain
                  project  as  well  as  $1,750,000  of  the  Company=s  related
                  mechanics  lien.  Upon any funds being  released or paid under
                  such mechanics lien, The Union will be repaid any balance owed
                  in full before the Company may receive any funds.  The Company
                  will  receive  credit for any  payments  received by The Union
                  related to the assigned portion of the mechanics lien.

                  On  February  5, 1998,  the  Company  agreed to issue  106,667
                  shares of its common stock to USABG as  consideration to USABG
                  for issuing  shares of its own stock to RSJJ in  consideration
                  for payment in full of the rent due by the Company to RSJJ for
                  the period from  January 1, 1998 to  December  31,  1998.  The
                  value of the shares issued will be recorded at their estimated
                  market value at the date of issuance of $2.12 per share,  with
                  a 50% discount due to the restricted nature of the stock.

                  During  February 1998, the Company  authorized the issuance of
                  250,000  shares of its  common  stock  pursuant  to its Senior
                  Management Incentive Plan. Of the 250,000 shares, 100,000 will
                  be issued to the Company=s President,  50,000 to the Company=s
                  Secretary,   and  50,000  to  the  Company=s  Treasurer.   The
                  remaining  50,000  shares  will be  issued  to  employees  and
                  consultants  to the Company.  The Company also  authorized the
                  filing  of an  amended  Form  S-8  Registration  Statement  to
                  increase to  1,000,000  shares the shares  which may be issued
                  under the plan and the registration of the above shares.


<PAGE>
                                     PART II

Item 1.  Legal Proceedings

         In April 1995,  the Company  commenced an Article 78  proceeding in the
Supreme  Court  of the  State of New  York,  County  of New  York,  against  the
Commissioners  of the State  Insurance Fund and the State  Insurance  Fund. This
action is scheduled for trial on March 17, 1998.  See the Company=s  Form 10-QSB
for  the  quarterly  period  ended  September  30,  1997  for  more  information
concerning this matter.

         In  December  1995,  in the  United  States  District  Court,  Southern
District of New York, the  Commissioners  of the State Insurance Fund for and on
behalf of the State Insurance Fund commenced suit against Joseph Polito,  Ronald
Polito,  Steven Polito,  the Company (f/k/a Metro Steel  Structures,  Ltd.), One
Carnegie,  and others.  This action is in the discovery phase. See the Company=s
Form  10-QSB  for the  quarterly  period  ended  September  30,  1997  for  more
information concerning this matter.

         On February 25, 1997,  in New York State Supreme  Court,  Kings County,
the Company and Metro Steel  Structures,  Ltd.  commenced  suit  against  Perini
Corporation, Metropolitan Transportation Authority, New York City Transportation
Authority,  and Fidelity and Deposit Company of Maryland.  This action is in the
discovery  phase.  See the Company=s Form 10-QSB for the quarter ended September
30, 1997 for more information concerning this matter.

         On February 26, 1997, in New York State Supreme  Court,  Queens County,
the Company, Metro Steel Structures, Ltd., and McKay Enterprises, Inc. commenced
suit against Perini Corporation, Department of Transportation of the City of New
York,  and  Fidelity  and  Deposit  Company of  Maryland.  This action is in the
discovery  phase.  See the Company=s Form 10-QSB for the quarter ended September
30, 1997 for more information concerning this matter.

         On February 7, 1997,  in New York State  Supreme  Court,  Kings County,
Perini  Corporation  commenced  an action  against  the  Company and Metro Steel
Structures,  Ltd. This action is in the discovery  phase. See the Company=s Form
10-QSB for the quarter ended September 30, 1997 for more information  concerning
this matter.

         On or about  May 13,  1997,  in the New  York  Supreme  Court,  Suffolk
County, the Company commenced suit against Kiska Construction,  the State of New
York,  acting  through  the New  York  State  Comptroller,  the New  York  State
Department of Transportation, and the Seaboard Surety Company. This action is in
the  discovery  phase.  See the  Company=s  Form  10-QSB for the  quarter  ended
September 30, 1997 for more information concerning this matter.

         In August 1997,  the Company  entered  into an  agreement  settling the
January 1997 trademark  infringement claim made by The Ohio Bridge  Corporation.
The  settlement  required  the  Company  to effect a name  change to USA  Bridge
Construction of N.Y., Inc. The name change was effected on January 12, 1998.

         On October 14, 1997, the Company filed a mechanic=s  lien in the amount
of $13,640,767  against EklecCo (f/k/a Pyramid Company of Rockland).  On October
16, 1997, in New York State Supreme Court,  Rockland County,  EklecCo  commenced
suit against the Company.  On February 9, 1998,  the plaintiff  posted a bond in
the  amount  of  $14,254,730  to secure  payment  of the  Company=s  $13,640,747
mechanic=s lien, interest, and court costs;  accordingly,  the court granted the
plaintiff=s  motion to  discharge  said lien.  The court  further  ordered  that
discovery be expedited in this matter.  This action is in the  discovery  phase.
See the Company=s Form 10-QSB for the quarter ended  September 30, 1997 for more
information concerning this matter.
<PAGE>
         ITEM 2.  Changes In Securities And Use Of Proceeds:  None

         ITEM 3.  Defaults Upon Senior Securities:   None

         ITEM 4.  Submission Of Matters To A Vote Of Security Holders:

         The  Company  held a meeting of its  stockholders  on December 3, 1997,
which was  adjourned to February 3, 1998 with respect only to item 3 below.  The
members of the board were elected and Item 2 was passed,  Item 3, which needed a
2/3 vote did not pass.

         Item 1. The results of the proposal to elect five (5)  Directors to the
Company's  Board of  Directors  to hold office for a period of one year or until
their successors are duly elected and qualified were as follows:
<TABLE>
<CAPTION>

                                            Votes Cast                 Votes Cast
                                                For                      Against                 Abstentions
<S>                                 <C>                             <C>                          <C>
         Joseph M. Polito           1,605,238                       -                            16,400
         Ronald J. Polito           1,606,738                       -                            14,900
         Steven J. Polito           1,606,738                       -                            14,900
         Philip Neilson    *        1,606,738                       -                            14,900
         Marvin Weinstein           1,606,738                       -                            14,900
         ------------------
</TABLE>

     * Mr.  Neilson  resigned  effective  February  10, 1998 and was replaced by
Ronald Murphy.

     Item 2. The results of the proposal to amend the Company's  Certificate  of
Incorporation  to change the name of the Company from U.S.  Bridge of N.Y., Inc.
to U.S. Bridge of N.Y., Inc. were as follows:
<TABLE>
<CAPTION>

                           Votes Cast                Votes Cast
                               For                     Against                  Abstentions
                           <S>                        <C>                       <C>                                  
                           1,395,118                 2,400                      --
</TABLE>

         Item 3. The  results  of the  proposal  to  authorize  a change  of the
Company=s  domicile  (state of  incorporation)  from New York to Delaware are as
follows:

                  For                       Against           Abstain
                  1,496,019                 21,100                     27,700

ITEM 5.  Other Information:         None

ITEM 6.  Exhibits And Reports On Form 8-K:  None


<PAGE>
                                   SIGNATURES


         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, this 19th day of February, 1998.


                                         U.S.A BRIDGE CONSTRUCTION OF N.Y., INC.



                                                        By: /s/ Joseph M. Polito
                                                     Joseph M. Polito, President


                                                            /s/ Steven J. Polito
                                                     Steven J. Polito, Treasurer