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 SEPTEMBER 30, 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

                            U.S. BRIDGE OF N.Y., INC.
             (Exact name of registrant as specified in its charter)

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

                    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)

     N/A (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 [ ] No
[X]

     APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares of each of the issuer's classes of common equity
outstanding as of the latest practicable date: Common stock, par value $.001 per
share: 2,302,515 shares outstanding as of November 10, 1997.

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





<PAGE>
                            U.S. BRIDGE OF N.Y., INC.

                                      INDEX

<TABLE>
<CAPTION>

PART 1 - FINANCIAL INFORMATION:

         ITEM 1 - FINANCIAL STATEMENTS
<S>                      <C> <C>                                                                                  <C>
               Balance Sheets September 30, 1997 (Unaudited)
                and June 30, 1997                                                                                 3

               Statements of Operations (Unaudited)
                for the Three Months ended September 30, 1997 and 1996                                            4

               Statement of Stockholders' Equity (Unaudited)
                for the Three Months ended September 30, 1997                                                     5

               Statements of Cash Flows (Unaudited)
                for the Three Months ended September 30, 1997 and 1996                                            6

               Notes to Financial Statements                                                                    7-10

         ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                                                              11-13

Part II.                   OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS                                                                                       13

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                                               15

Item 3. DEFAULTS UPON SENIOR SECURITIES                                                                         15

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                     15

Item 5. OTHER INFORMATION                                                                                       15

Item 6. EXHIBITS AND REPORTS ON FORM 8-K                                                                        15


</TABLE>


<PAGE>
                            U.S. BRIDGE OF N.Y., INC.
                                 BALANCE SHEETS

                                                      ASSETS
<TABLE>
<CAPTION>

                                                                             (Unaudited)
                                                                              September             June
                                                                              30, 1997           30, 1997
                                                                              -----------------   ------------
Current assets:
<S>                                                                           <C>           <C>        
     Cash .................................................................   $   459,426   $   554,025
     Cash, restricted .....................................................       216,949       214,001
     Contracts and retainage receivable, net ..............................    10,904,882     8,943,147
     Costs and estimated earnings in excess of billings
      on uncompleted contracts ............................................     2,426,790     2,225,723
     Deferred tax asset ...................................................       236,475       239,750
     Other current assets .................................................       239,144        80,727
                                                                              -----------   -----------

         Total current assets .............................................    14,483,666    12,257,373

Other assets ..............................................................        23,743        21,445
                                                                              -----------   -----------

Total assets ..............................................................   $14,507,409   $12,278,818
                                                                              ===========   ===========

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable, including cash overdraft
      of $115,806 and $119,658, respectively ..............................   $ 3,725,982     3,392,317
     Accrued expenses .....................................................     1,441,994       915,016
     Payroll taxes payable (Note 5) .......................................     2,042,336     1,349,225
     Due to related parties ...............................................       223,016       321,894
     Income taxes payable .................................................       731,054       507,379
     Billings in excess of costs and estimated earnings
      on uncompleted contracts ............................................       113,984       126,455
                                                                              -----------   -----------

         Total current liabilities ........................................     8,278,366     6,612,286
                                                                              -----------   -----------

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 ....................................................     1,265,090       702,579
                                                                              -----------   -----------

         Total stockholders' equity .......................................     6,229,043     5,666,532
                                                                              -----------   -----------

Total liabilities and stockholders' equity ................................   $14,507,409   $12,278,818
                                                                              ===========   ===========


</TABLE>


<PAGE>
                            U.S. BRIDGE OF N.Y., INC.
                            STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                1997         1996

<S>                                             <C>          <C>       
Contract revenue ............................   $8,918,385   $3,147,941

Cost of contract revenue ....................    7,541,175    2,254,387

Gross profit ................................    1,377,210      893,554

Expenses:
   General and administrative ...............      590,697      487,432

Income from operations before other income
 and provision for income taxes .............      786,513      406,122

Other income:
   Interest income ..........................        2,948         --

       Total other income ...................        2,948         --

Income before provision
 for income taxes ...........................      789,461      406,122

Provision for income taxes (See Note 2) .....      226,950         --

Net income ..................................   $  562,511   $  406,122

 Income per common equivalent share:
   Income before provision
    for income taxes ........................   $      .34   $      .21

   Provision for income taxes ...............   $      .10   $ --
                                                             
   Net income ...............................   $      .24   $      .21
                                                             
Weighted average number of shares outstanding    2,302,515    1,907,515
                                                            

</TABLE>



<PAGE>
                            U.S. BRIDGE OF N.Y., INC.
                        STATEMENT OF STOCKHOLDERS EQUITY
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997
                                   (UNAUDITED)
<TABLE>
<CAPTION>




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

<S>              <C>                          <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 three months
 ended September 30, 1997                        -                -                  -             562,511           562,511

Balance at September 30, 1997                 2,302,515    $  504,047       $  4,459,906        $ 1,265,090      $ 6,229,043
</TABLE>
 


                 See accompanying notes to financial statements
<PAGE>
                            U.S. BRIDGE OF N.Y., INC.
                            STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                        1997               1996
                                                        --------------    ----------
Cash flows from operating activities:
<S>                                                     <C>            <C>        
   Net income .......................................   $   562,511    $   406,122
   Adjustments to reconcile net income to net
    provided by (cash used) for operating activities:
       Deferred income tax expense ..................         3,275           --
       Decrease (increase) in:
          Contracts and retainage receivable ........    (1,961,735)      (718,577)
          Costs and estimated earnings in excess of
            billings on uncompleted contracts .......      (201,067)      (417,533)
          Other current assets ......................       (10,715)       (55,793)
       Increase (decrease) in:
          Accounts payable ..........................       333,665        425,649
          Accrued expenses ..........................       526,978        (20,000)
          Payroll taxes payable .....................       693,111         65,544
          Income taxes payable ......................       223,675           --
          Billings in excess of costs and estimated
           earnings on uncompleted contracts ........       (12,471)          --
                                                        -----------    -----------

Net cash provided by (used for) operating activities        157,227       (314,588)
                                                        -----------    -----------

Cash flows from financing activities:
   Repayments to officers ...........................      (142,585)          --
   Repayment to affiliates ..........................       (75,386)          --
   (Repayments to) proceeds from related parties ....       (30,907)       340,579
                                                        -----------    -----------

Net cash (used for) provided by financing activities       (248,878)       340,579
                                                        -----------    -----------

Net (decrease) increase in cash .....................       (91,651)        25,991
Cash, beginning .....................................       768,026        223,789
                                                        -----------    -----------

Cash, ending ........................................   $   676,375    $   249,780
                                                        ===========    ===========

Supplemental disclosure of cash flow information:
         Interest paid ..............................   $      --      $      --
                                                        ===========    ===========
         Taxes paid .................................   $      --      $      --
                                                        ===========    ===========



</TABLE>


<PAGE>
                            U.S. BRIDGE OF N.Y., INC.
                          NOTES TO FINANCIAL STATEMENTS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION
============

     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 U.S. Bridge Corp.  ("Bridge  Corp.").  The Company's  President is
also the majority  stockholder  (61%) of Bridge Corp.  and may be considered the
beneficial owner of the Company.

     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 months ended September 30, 1997 are 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 months ended  September  30,  1997,  the Company  recorded an
estimated  income tax expense of $226,950.  For the three months ended September
30,  1996,  no income tax expense was recorded by the Company as a result of its
then net operating tax carryforward which was subsequently utilized.

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.  Such lease requires  monthly  payments of
$20,000 and expires on March 31, 1998. Under such lease  agreement,  the Company
is required to make future minimum lease payments as follows:

                                 Year Ending
                                 June 30,
                                 1998                           $       120,000
                                                               ===============

NOTE 3       -    COMMITMENT AND CONTINGENCIES (Cont'd)

     Included  in general and  administrative  expenses  is rent  expense  which
amounted to $60,000 for the three months ended  September  30, 1997 and 1996. In
addition,  pursuant to an oral agreement,  the Company leases a yard for storage
material with an unrelated  party.  This agreement  requires monthly payments of
approximately $3,500. Accordingly, total rent expense for the three months ended
September  30, 1997 and 1996  amounted to $10,500.  As of  September  30,  1997,
$77,000 of rent remains unpaid and is included in accounts payable.  During June
1997,  the Company  issued  270,000  shares of its common stock to Bridge Corp.,
which in turn,  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 three months ended September 30, 1997 and 1996, the Company had two
and three unrelated  customers  respectively,  which accounted for approximately
99% and 99%, respectively,  of total revenues. As of September 30, 1997 and 1996
approximately  79% and 53% of contracts and retainage  receivables  are due from
three and three customers, respectively.

             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  the  attainment  of  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)    Mechanic's liens

     As of September 30, 1997,  three actions to foreclose upon mechanic's liens
filed  during the fiscal year were  commenced.  Such  actions seek relief in the
amount of $3,278,775.

            g)    Legal Proceedings

     i) In January 1997, an action was commenced by the Ohio Bridge  Corporation
("Ohio")  against the Company.  Ohio claims that the Company has  infringed  its
trademark  "U.S.  Bridge." In August 1997,  the Company  agreed to effect a name
change to "USA Bridge Construction of N.Y." before the end of 1997.

NOTE 3       -    COMMITMENT AND CONTINGENCIES (Cont'd)

     ii)  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.

            h)    Payroll taxes

     As of September  30, 1997,  the Company owes  approximately  $2,042,336  of
payroll taxes and related  penalties and interest.  Although as of September 30,
1997, the Company has not entered into any formal repayment  agreements with the
respective tax  authorities,  it has been making monthly  payments based on oral
agreements. (See Note 4 for additional information).

NOTE 4            -     RELATED PARTY TRANSACTIONS

                  a)    Purchase of material and labor

     For the three months ended  September  30, 1997 and 1996,  the Company paid
$35,000 and $166,000,  respectively, to U.S. Bridge Corp. (Maryland) ("US Bridge
MD") for materials and labor  necessary to perform steel erection  services.  US
Bridge MD is a  wholly-owned  subsidiary  of Bridge Corp.  In November  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
September  30,  1997,  the  Company  owed US Bridge MD $57,220  principally  for
advances in  connection  with above  services and 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
September 30, 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 the 110% of the stock price in the initial  public
offering.  The  foregoing  options are  intended to qualify as  incentive  stock
options.





NOTE 4            -     RELATED PARTY TRANSACTIONS (Cont'd)

            d)    Due from related parties

     During the three months ended September 30, 1997 and 1996, the Company paid
certain  expenses on behalf of Bridge  Corp.  These  advances  are  non-interest
bearing and are due on demand. As of September 30, 1997, such advances to Bridge
Corp. amounted to $88,566 and are included in other current assets.

            e)    Due to related parties

     (i) Since June 1995,  the President of the Company has advanced the Company
certain funds. The advances are non-interest  bearing and are due on demand.  At
September 30, 1997, amounts due to the President amounted to $82,783.

     (ii) As of September 30, 1997, the Company owes approximately  $140,233 for
advances made by affiliates and related parties on its behalf. Such advances are
non-interest bearing and are due on demand.

NOTE 5       -    SUBSEQUENT EVENT

     In November 1997, the Company paid approximately  $755,000 of payroll taxes
towards its September 30, 1997 liability.






<PAGE>
     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 includes 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,
revisions  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.

     The Company's  operations are substantially  controlled by Mr. Polito since
he  owns  approximately  61% of the  outstanding  shares  of U.S.  Bridge  Corp.
("Bridge Corp."), the parent company who owns 53.23% of the common stock of U.S.
Bridge of N.Y., Inc. ("the Company") and may be considered the beneficial  owner
of the Company.  Mr. Polito is also a 100% shareholder of R.S.J.J.  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 interests in Waldorf Steel Fabricators, Inc.
("Waldorf")  (which ceased operations on August 1, 1995), Crown Crane, Inc., and
Atlas Gem Leasing,  Inc., all of which provided  services to the Company for the
three months ended September 30, 1997 and 1996.  Lastly,  the Company  purchased
from U.S. Bridge of Maryland,  Inc. ("US Bridge MD"), a wholly-owned  subsidiary
of Bridge Corp.,  certain materials and labor to perform steel erection service.
For the three months ended September 30, 1997 and 1996, purchases by the Company
from US Bridge MD amounted to $35,000 and $166,000,  respectively.  US Bridge MD
ceased  substantially  all of its operations in November 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.  For those general  contracting  projects it  undertakes,  the
Company  will  be  responsible  for  the  performance  of the  entire  contract,
including the work to be performed by subcontractors.  Accordingly,  the Company
may be subject to substantial  liability if a subcontractor  fails to perform as
required.

     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 year.  Interim  results may also be affected by the
timing of bid  solicitation,  the stage of  completion  of major  projects,  and
revenue recognition policies.

     In determining  whether to issue a bond,  surety  companies  perform credit
checks and other due diligence  disclosure  requirements and require the Company
to maintain certain amounts of capital and liquid assets. Each company bases the
amount of bonding it will issue on a formula (devised  individually) which takes
into account,  inter alia, a 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  agreements 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 are
paid by the customer. Any monies taken from the working capital for this purpose
will be replaced as 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  generally  are payable at the  beginning  of a project,  the Company  must
maintain  sufficient  working  capital  to  satisfy  the fee prior to  receiving
revenue from the project.

     Three months ended September 30, 1997 as compared to the three months ended
September 30, 1996

     Contract  revenues for the three months ended  September  30, 1997 and 1996
amounted to $8,919,385 and $3,147,941, respectively. This net increase amounting
to  $5,770,444  (or  approximately  183%) 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  entered into during the
latter part of its June 30,  1997 fiscal  year.  During the three  months  ended
September  30,  1997,  the  Company  obtained  no  new  contracts  but  obtained
additional  change  orders to  previous  contracts  amounting  to  approximately
$5,827,000.  As of  September  30,  1997,  the  Company's  backlog  amounted  to
approximately  $3,133,000.  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 for which work has not yet begun.

     The  Company's  gross profit for the three months ended  September 30, 1997
and 1996 decreased from 28% to 15%,  primarily due to estimated cost adjustments
decreasing previously recognized gross profit.

     For the three months ended  September  30, 1997 and 1996,  the Company paid
$35,000 and  $166,000,  respectively,  to US Bridge MD for  materials  and labor
necessary to perform steel erection services. During November 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 September
30, 1997 the  Company  owed US Bridge MD $57,220,  principally  for  advances in
connection with above services and such amounts are non-interest bearing and due
on demand.

     General and administrative  expenses have increased by $103,265 (or 21%) to
$590,697 for the three months ended  September  30, 1997,  from $487,432 for the
three months ended  September 30, 1996.  The increase in general  administration
costs  is  mainly   attributable  to  an  overall   increase  in  the  Company's
administrative  salaries  associated  with the increase in contract  revenue and
general corporate overhead.

     As of September  30, 1997,  the Company's  allowance for doubtful  accounts
amounts to $2,287,000 against its contract receivable.  In management's opinion,
the allowance for doubtful  accounts at September 30, 1997 will be sufficient to
absorb any losses that may be sustained from  settlements.  For the three months
ended  September  30, 1997 and 1996,  the  Company  had two and three  unrelated
customers respectively, which accounted for approximately 99% of total revenues.
As of September  30, 1997 and 1996  approximately  79% and 53% of contracts  and
retainage receivables are due from three customers.

     For the three months ended  September  30,  1997,  the Company  recorded an
estimated  income tax expense of $226,950.  For the three months ended September
30,  1996,  no income tax expense was recorded by the Company as a result of its
then net operating tax carryforward which was subsequently utlized.

     Liquidity and Capital Resources

     At  September  30,  1997,  the  Company's   working  capital   amounted  to
$6,205,300.  The working  capital  increase is principally  attributable  to the
Company's  contracts  receivable.  As of September  30, 1997,  the Company's net
contracts receivable amounted to $10,904,882,  approximately $2,832,783 (or 26%)
of which has been collected through November 5, 1997.

     Net cash  provided by  operating  activities  amounted to $157,227  for the
three  months  ended  September  30,  1997.  Such  cash  provision  is  directly
attributed  to the  Company's  income  amounting  to $428,786  and  increases in
accounts  receivable  net of increase of its  accounts  payable,  payroll  taxes
payable,  and accrued  expenses.  For the three months ended September 30, 1996,
the net cash used for  operating  activities  amounted  to  $314,588  which were
principally attributable to increases in account receivable, costs and estimated
earnings in excess of billings on uncompleted contracts and accounts payable.

     With regards to financing activities, the Company used $248,878 of cash for
the three months ended  September  30, 1997.  Such cash was used  primarily  for
repayment of advances from affiliates and officers.

     As of September  30, 1997,  the Company owes  approximately  $2,042,336  of
payroll taxes and related  penalties and interest.  Although as of September 30,
1997, the Company has not entered into any formal repayment  agreements with the
respective tax  authorities,  it has been making monthly  payments based on oral
agreements.  Subsequent  to September 30, 1997,  the Company paid  approximately
$755,000 towards its payroll tax liabilities as of September 30, 1997.


                                     PART II

Item 1.                    Legal Proceedings

     Three  actions to foreclose  upon  mechanic's  liens were  commenced by the
Company in the last fiscal  year.  The first  action was  commenced  in New York
State  Supreme  Court,  Kings County on February 25, 1997.  The action names the
Company  and  Metro  Steel  Structures,   Ltd.  as  plaintiffs  and  the  Perini
Corporation, Metropolitan Transportation Authority, New York City Transportation
Authority,  and  Fidelity  and Deposit  Company of Maryland as  defendants.  The
Company's claim for relief in this action is $2,199,560. The claim is based upon
filed  mechanic's  liens  and  general  contract  law.  The  claim is for  labor
performed and  materials  supplied  including  money owed under the contract and
money due for "extra" work with regard to the  rehabilitation  of the Viaduct at
the  Stillwell  Avenue  Station of the Coney Island Line in Brooklyn,  New York.
This action is still in the discovery phase.

     The second  action was filed on February 26, 1997 in New York State Supreme
Court,  Queens County. It names the Company,  Metro Steel Structures,  Ltd., and
McKay  Enterprises,  Inc. as plaintiffs  and Perini  Corporation,  Department of
Transportation  of the City of New York,  and  Fidelity  and Deposit  Company of
Maryland  as  defendants.  The  Company's  claim for  relief  in this  action is
$844,932.  This claim is based upon filed  mechanic's liens and general contract
law. The claim is for labor  performed and materials  supplied  including  money
owed under the contract  regarding the  rehabilitation of the 39th Street Bridge
over the Long  Island Rail Road and Amtrak in Queens,  New York.  This action is
still in the discovery phase.

     On February 7,1997,  Perini  Corporation filed a related action against the
Company and Metro Steel Structures,  Ltd. in New York State Supreme Court, Kings
County.  Perini's  claims  against  the  Company  total  $1,140,560  and  allege
defective work on the Stillwell Avenue project and upon a loss/profit  agreement
for both the Stillwell  Avenue project and the 39th Street Bridge  project.  The
Company has  counterclaimed for the amounts set forth above in the discussion of
the two actions involving Perini Corporation,  and its claims are based upon the
same theories as are set forth above.

     The Company filed its third action in the New York Supreme  Court,  Suffolk
County on or about May 13, 1997. The action names 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 as defendants. The
Company's claim for relief in this action is $279,346.  This claim is based upon
filed  mechanic's  liens  and  general  contract  law.  The  claim is for  labor
performed and  materials  supplied  including  money owed under the contract and
money due for "extra"  work  regarding  the  rehabilitation  of the Robert Moses
Causeway  Northbound Bridge over the State Boat Channel,  in Suffolk County, New
York. This action is still in the discovery phase.

     In August 1997, the Company entered into an agreement  settling the January
1997  trademark  infringement  claim made by The Ohio  Bridge  Corporation.  The
Company has agreed to effect a name change to USA Bridge  Construction  of N.Y.,
Inc. before the end of the 1997 calendar year.

     In April 1995, the Company (then Metro Steel Structures, Ltd.) 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 to annul the cancellation of the Company's workers'  compensation
policy and to annul the rates,  classifications,  and  premiums  assigned to the
Company.  This action claims that  defendants  audited the  Company's  books for
purposes  of  assigning  the  workers'  compensation  rates and  premiums  to be
assessed  against the Company and thereafter (i)  "arbitrarily  and capriciously
and  without  any  foundation  in  law or in  fact"  assigned  to the  Company's
employees  improper job  classifications  which were then used unlawfully as the
basis for improperly assessing the highest premium rates which could be assessed
against the Company; (ii) improperly applied said premiums retroactively;  (iii)
billed the Company for  premiums  which were  improper and  excessive;  and (iv)
canceled the Company's workers'  compensation  policy upon the Company's failure
to tender payment in the improper and excessive amount demanded by defendants.

     The Company is prosecuting this action to the fullest extent  possible.  On
October 28, 1997, the Company and defendants were scheduled to appear before the
court for a conference in this matter.  This matter was adjourned,  however,  to
December 1997, pending settlement discussions.

     In December 1995, 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,  Metro Steel Structures,  Ltd. (now known as
the  Company),   One  Carnegie,   and  others  alleging  that  certain  workers'
compensation  insurance  policies  obtained for various insured  defendants were
obtained  fraudulently  and that the  defendant  corporations  failed to pay the
appropriate premiums. The claims against the Company, amounting to approximately
$3 million,  are limited to a policy  covering the period April 29, 1993 through
December  1994.  The  Company,  Messrs.  Polito,  and all other  defendants  are
defending  against  this  action.  The  action is in the  discovery  phase,  and
settlement negotiations are currently underway.

     In December 1995, 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,  Metro Steel Structures,  Ltd. (now known as
U.S.  Bridge of N.Y.,  Inc.),  One  Carnegie,  and others  alleging that certain
workers' compensation insurance policies obtained for various insured defendants
were obtained fraudulently and that the defendant corporations failed to pay the
appropriate premiums. The claims against the Company, amounting to approximately
$3 million,  are limited to a policy  covering the period April 29, 1993 through
December  1994.  The  Company,  Messrs.  Polito,  and all other  defendants  are
defending  against  this  action.  The  action is in the  discovery  phase,  and
settlement negotiations are currently underway.

     On October 14, 1997,  the Company filed a mechanic's  lien in the amount of
$13,640,767 against EklecCo. On October 16, 1997, EklecCo (f/k/a Pyramid Company
of Rockland) commenced suit against the Company in New York State Supreme Court,
Rockland County in connection with the West Nyack, Palisades Power Mall project.
EklecCo seeks to vacate the mechanic's  lien and seeks  specific  enforcement of
the  contract  and  declaratory  relief,  damages  for  slander  of  title,  and
approximately  $500,000,000  in damages  from the Company for breach of contract
and intentional  interference with contractual relations. The Company intends to
defend against this action.

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: None

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 14th day of November, 1997.


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


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