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

                                  FORM 10-QSB/A

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

                 For the quarterly period ended MARCH 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

                            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                      (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)


              (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

     Common stock, par value $.001 per share: 2,032,515 shares outstanding as of
March 31, 1997.


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


PART 1 - FINANCIAL INFORMATION:
<TABLE>
<CAPTION>

        ITEM 1 - FINANCIAL STATEMENTS
<S>                                                                                                             <C>
             Balance Sheets March 31, 1997 (Unaudited)
              and June 30, 1996                                                                                 1

             Statements of Operations (Unaudited)
              for the three months ended March 31, 1997 and 1996                                                2

             Statements of Operations (Unaudited)
              for the nine months ended March 31, 1997 and 1996                                                 3

             Statement of Stockholders' Equity (Unaudited)
              for the nine months ended March 31, 1997                                                          4

             Statements of Cash Flows (Unaudited)
              for the nine months ended March 31, 1997 and 1996                                                 5

             Notes to Financial Statements                                                                      6-8

        ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS                                                         9-11

PART II - OTHER INFORMATION

       ITEM 1 - Legal Proceedings                                                                               12
</TABLE>



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



                                                                                 (Unaudited)
                                                                                  March 31,          June 30,
                               ASSETS                                               1997               1996
                               ------                                           -------------    ----------


Current assets:
<S>                                                                             <C>               <C>
    Cash                                                                        $     345,992     $      223,789
    Contracts and retainage receivable, net                                         7,140,332          3,440,391
    Costs and estimated earnings in excess of billings
     on uncompleted contracts                                                       1,388,696          2,433,524
    Due from related parties                                                           44,124            106,620
                                                                                -------------     --------------

         Total current assets                                                       8,919,144          6,204,324

Other assets                                                                           51,528             18,791
                                                                                -------------     --------------

Total assets                                                                    $   8,970,672     $    6,223,115
                                                                                =============     ==============

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable, including cash overdraft
     of $123,354 and $63,274                                                    $   2,384,140     $      824,867
    Accrued expenses                                                                  261,637            285,396
    Payroll taxes payable                                                             573,633            288,713
    Income taxes payable                                                              301,000                -
    Due to related parties                                                            279,722            117,255
    Billings in excess of costs and estimated earnings
     on uncompleted contracts                                                          29,459             16,567
                                                                                -------------     --------------

         Total current liabilities                                                  3,829,591          1,532,798
                                                                                -------------     --------------

Commitments and contingencies (Note 5)                                                    -                 -

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 2,032,515 and 1,907,515, respectively                     504,902            503,652
    Additional paid in capital                                                      4,222,801          4,086,551
    Retained earnings                                                                 550,878            100,114
                                                                                -------------     --------------

         Sub-total stockholders' equity                                             5,278,581          4,690,317
    Less: Stock subscription receivable                                              (137,500)               -
                                                                                -------------     ------------

         Total stockholders' equity                                                 5,141,081          4,690,317
                                                                                -------------     --------------

Total liabilities and stockholders' equity                                      $   8,970,672     $    6,223,115
                                                                                =============     ==============
</TABLE>

          See accompanying notes to financial statements (unaudited).

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

<TABLE>
<CAPTION>


                                                                                     1997               1996
                                                                                -------------      ---------
<S>                                                                             <C>                <C>
Contract revenue                                                                $   1,915,553      $   1,396,919

Cost of contract revenue                                                            1,129,472            934,815
                                                                                -------------      -------------

Gross profit                                                                          786,081            462,104

General and administrative expenses                                                   593,958            619,152
                                                                                -------------      -------------

Income (loss) from operations before interest income
 (expense) and provision for income taxes                                             192,123           (157,048)

Interest (expense) income                                                              (1,011)             7,468
                                                                                -------------      -------------

Income (loss) before provision for income taxes                                       191,112         (149,580)

Provision for income taxes                                                             76,445                -
                                                                                -------------      -----------

Net income (loss)                                                               $     114,667      $    (149,580)
                                                                                =============      =============

(Income) loss per common equivalent share:

Income (loss) before provision for income taxes                                          .10         $   (.08)

Provision for income taxes                                                               (.04)     $        -
                                                                                =============      ==========
Net income (loss)                                                                         .06   $        (.08)
                                                                                ================   =============
Weighted average number of shares outstanding                                       1,907,515         1,774,280
</TABLE>

           See accompanying notes to financial statements (unaudited)




<PAGE>
                            U.S. BRIDGE OF N.Y., INC.
                            STATEMENTS OF OPERATIONS
                       FOR THE NINE MONTHS ENDED MARCH 31,
                                   (UNAUDITED)

<TABLE>
<CAPTION>


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


<S>                                                                             <C>                <C>
Contract revenue                                                                $   7,691,412      $   3,870,276

Cost of contract revenue                                                            5,272,429          2,504,143
                                                                                -------------      -------------

Gross profit                                                                        2,418,983          1,366,133

General and administrative expenses                                                 1,665,197          1,728,697
                                                                                -------------      -------------

Income (loss) from operations before interest
 expense/unusual item and provision for income taxes                                  753,786         (362,564)

Interest expense                                                                       (2,022)             (361)

Unusual item                                                                              -             (441,863)
                                                                                -------------      -------------

Income (loss) before provision for income taxes                                       751,764         (804,788)

Provision for income taxes                                                            301,000                -
                                                                                -------------      -----------

Net income (loss)                                                               $     450,764      $    (804,788)
                                                                                =============      =============
Income (loss) per common equivalent share:

Income (loss) before provision for income taxes                                    $      .40         $   (.45)

 Provision for income taxes                                                     $        (.16)     $         -
                                                                                =============      ===========
 Net income (loss)                                                              $         .24      $      (.45)
                                                                                ================   =============

Weighted average number of shares outstanding                                       1,907,515         1,774,280
</TABLE>

           See accompanying notes to financial statements (unaudited)

<PAGE>
                            U.S. BRIDGE OF N.Y., INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE NINE MONTHS ENDED MARCH 31, 1997
                                   (UNAUDITED)

<TABLE>
<CAPTION>




                                                                              Additional                              Total
                                                       Common Stock          paid in                Retained      Stockholders'
                                               Shares                   Amount      capital         earnings            equity


<S>                                           <C>          <C>              <C>                <C>               <C>
Balances at July 1, 1996                      1,907,515    $     503,652    $   4,086,551      $   100,114       $   4,690,317

Issuance of common shares
 in connection with the exercise
 of options                                     125,000            1,250          136,250              -               137,500

Net income for the nine months
 ended March 31, 1997                               -                -                -            450,764             450,764
                                            -----------    -------------    -------------      -----------       -------------

Balances at March 31, 1997                    2,032,515    $     504,902      $ 4,222,801       $  550,878       $   5,278,581
</TABLE>

          See accompanying notes to financial statements (unaudited).
<PAGE>
                            U.S. BRIDGE OF N.Y., INC.
                            STATEMENTS OF CASH FLOWS
                       FOR THE NINE MONTHS ENDED MARCH 31,
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                     1997                1996
                                                                                --------------     ----------
Cash flows from operating activities:
<S>                                                                             <C>                 <C>
    Net income (loss)                                                           $     450,764       $    (804,788)
    Adjustments  to  reconcile  net  income  to  net  cash  used  for  operating
     activities:
         Amortization                                                                   3,490             441,863
    Decrease (increase) in:
         Accounts receivable                                                       (3,699,941)           (413,576)
         Prepaid expenses                                                              (3,150)            (45,501)
         Costs and estimated earnings in excess of
          billings on uncompleted contracts                                         1,044,828          (1,043,783)
         Other current assets                                                         (27,400)             (5,532)
    Increase (decrease) in:
         Accounts payable                                                           1,559,273             292,559
         Accrued expenses                                                             (23,759)           (229,681)
         Payroll taxes payable                                                        284,920               3,988
         Income taxes payable                                                         301,000                 -
         Billings in excess of costs and estimated
          earnings on uncompleted contracts                                            12,892                 -
                                                                                -------------       -----------
            Net cash used for operating activities                                    (97,083)         (1,804,451)
                                                                                -------------       -------------

Cash flows from investing activities:
    Purchase of other assets                                                           (5,677)                -
                                                                                -------------       -----------
         Net cash used for investing activities                                        (5,677)                -
                                                                                -------------       -----------

Cash flows from financing activities:
    Offering costs charged to additional
     paid in capital                                                                      -               103,554
    Loans from repayments (to) related parties                                        224,963              (9,516)
    Proceeds from initial public offering and
     exercise of special warrant                                                          -             4,022,863
    Cost associated with initial public offering                                          -              (903,820)
    Repayments of notes payable                                                           -              (972,000)
                                                                                -------------       -------------
            Net cash provided by financing activities                                 224,963            2,241,081


Net increase in cash                                                                  122,203             436,630
Cash, beginning                                                                       223,789             104,410
                                                                                -------------       -------------

Cash, ending                                                                    $     345,992       $     541,040
                                                                                =============       =============

Supplemental disclosure of cash flow information:
    Interest paid                                                               $         -         $      62,312
                                                                                =============       =============
    Taxes paid                                                                  $         -         $         -
                                                                                =============       ===========

Supplemental disclosure of non-cash operating activities:
    Elimination of income taxes payable resulting
     from over-accruals                                                         $         -         $     855,954
                                                                                =============       =============

Supplemental disclosure of non-cash financing activities:
    Issuance of common stock upon exercise of options
     in exchange of stock subscription receivable                               $    137,500        $       -
</TABLE>

<PAGE>

NOTE 1 - GENERAL


     The  Company  was  incorporated  on  September  4,  1990 and is a 47% owned
subsidiary of U.S. Bridge Corp.  ("Bridge  Corp.").  The Company's  President is
also the majority  stockholder (69.5%) 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 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, 1996, included in
the Company's Annual Report Form 10K-SB,  filed with the Securities and Exchange
Commission.

NOTE 2 - PAYROLL TAXES

     During  September 1994, the Company  entered into an installment  agreement
with the Internal Revenue Service in order to liquidate delinquent payroll taxes
of  approximately  $231,535 and remove a tax lien filed by such  authority.  The
agreement  required  the  Company to pay  $25,000 per month until such amount is
fully paid. As per the terms of the agreement,  the Company must also pay timely
all current payroll taxes. As of March 31, 1997 the Company has not made all the
required  $25,000  monthly  payments and has not paid timely all current payroll
taxes. Payroll taxes payable, including accrued penalties and interest, amounted
to $573,633 at March 31, 1997.

NOTE 3 - DUE FROM/TO RELATED PARTIES

     As of  March  31,  1997,  the  Company  has  advanced  $44,124  to  related
Companies. Such advances are non-interest bearing and are due on demand.

     As of March  31,  1997 the  Company's  President  has  advanced  a total of
approximately $273,788 to the Company. The remaining balance amounting to $5,934
represents advances from other related Companies. Such advances are non-interest
bearing and are due on demand.

NOTE 4 - STOCKHOLDERS EQUITY

                  a)       Issuance of common stock

     During  February 1997,  pursuant to Form S-8  Registration  Statement filed
with Securities and Exchange  Commission,  the Company registered 125,000 common
shares  underlying  option to issue common stock of the Company to the Company's
President  pursuant to the Senior  Management  Incentive  Plan.  The options are
exercisable  at $1.10 per share (110% of the bid price on November 27, 1996) and
expire on  November  27,  2001.  These  options  were  exercised  March 25, 1997
resulting in the issuance of 125,000 shares of common stock.

<PAGE>
NOTE 5 - COMMITMENT AND CONTINGENCIES

             a)   Lease agreement

     The Company leases its administrative offices and storage space pursuant to
a signed lease  agreement  with an affiliate  owned by the Company's  President.
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: 
<TABLE> 
<CAPTION>

                                Year Ending
                                  June  30,
<S>                                 <C>                            <C>
                                    1997                           $        60,000
                                    1998                                   180,000
                                                                   ---------------
                                    Total                          $       240,000
                                                                   ===============
</TABLE>

     The Company also leases a yard for storage of material  pursuant to an oral
agreement  with an unrelated  party which requires  monthly  payments of $3,500.
Accordingly,  included in general and  administrative  expenses is rent  expense
which amounted to $70,500 for the three months ended March 31, 1997 and 1996 and
$211,500  for the nine months  ended  March 31,  1997 and 1996.  As of March 31,
1997, $440,000 of rent remains unpaid and is included in accounts payable.

             b)   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.

                  c)        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  up to  $10,000,000  per job 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.

            d)    Mechanic's lien

     During  November  1996,  the  Company  and  Bridge  Corp.  jointly  filed a
mechanic's lien in the amount of $279,346 against one of the Company's customers
for  nonpayment.  On or about May 13, 1997,  the Company  commenced an action to
foreclose on the aforesaid lien.

     During  December 1996, the Company filed three  separate  mechanic's  liens
aggregating $3,044,491 against two of its customers for non payment. Such amount
is included in the  contracts and retainage  receivable  amount.  As of June 30,
1996 the Company





<PAGE>





     recorded  an  allowance   against  the  accounts  of  these   customers  of
approximately  $1,000,000.  No  additional  allowances  have been recorded as of
March 31,  1997.  During the three  months  ended  March 31,  1997,  two actions
seeking to foreclose on the mechanics liens previously filed were commenced.

            e)    Legal Proceedings

     During 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 February 1997, the Company filed an answer to the
complaint. The action is presently in the discovery stage. Ohio seeks injunctive
relief,  profits obtained by the Company as a result of its use of the name, and
compensatory  damages.  The Company's  defense is based upon its belief that the
two  companies do not compete  against each other in the same  industry and that
Ohio does not use the  trademark  in order to sell,  market,  or  advertise  its
products.

NOTE 6 - RELATED PARTY TRANSACTIONS

                  a)   Purchase of material and labor

     For the three  months  ended  March 31,  1997 and 1996,  the  Company  paid
$33,500 and $310,767,  respectively to U.S. Bridge of Maryland, Inc. ("US Bridge
MD") for  certain  materials  and labor  necessary  to  perform  steel  erection
services.  Amounts payable related to all of such  transactions  and included in
accounts payable total $152,571 at March 31, 1997. Such amounts are non-interest
bearing obligations.  Said vendors are under the common control of the Company's
majority stockholder.

                  b)            Rent expense

     Included  in general  and  administrative  expenses  is rent  expense  paid
pursuant  to a signed  lease  agreement  with a Company  owned by the  Company's
majority  stockholder.  Such rent amounted to $60,000 and $180,000 for the three
and nine months ended March 31, 1997 and 1996.  Included in accounts payables as
of March  31,  1997 is  $440,000  representing  unpaid  rent to such  affiliated
entity.


            c)    Due to/from related parties

     As of  March  31,  1997,  the  Company  has  advanced  $44,124  to  related
Companies. Such advances are non-interest bearing and are due on demand.

     As of March  31,  1997 the  Company's  President  has  advanced  a total of
approximately $273,788 to the Company. The remaining balance amounting to $5,934
represents advances from other related Companies. Such advances are non-interest
bearing and are due on demand.




<PAGE>

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

                  RESULTS OF OPERATIONS

     The Company  recognizes  revenue 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.  The asset, costs and estimated
earnings in excess of billings on uncompleted  contracts,  represents  costs and
estimated earnings in excess of amounts billed through March 31, 1997.  Billings
in excess of costs and estimated earnings on uncompleted  contracts,  represents
billings  which exceed costs and estimated  earnings on  individual  uncompleted
contracts through March 31, 1997.

                  Company Background

     The Company's  operations are substantially  controlled by Mr. Polito since
he owns  approximately  69.5% of the  outstanding  shares of U.S.  Bridge  Corp.
("Bridge")  and may be  considered  the  beneficial  owner of the  shares of the
Company  owned by Bridge.  Mr.  Polito is also a 100%  shareholder  of  R.S.J.J.
Realty Corp. ("RSJJ").  RSJJ leases the administrative offices and storage space
to the  Company  at a cost of  $20,000  per  month  pursuant  to a signed  lease
agreement expiring on March 31, 1998. Lastly, Mr. Polito has ownership interests
in Waldorf Steel Fabricators,  Inc. (which ceased operations on August 1, 1995),
Crown Crane, Inc., Atlas Gem Leasing, Inc., Atlas Gem Erectors Co., Inc. and Gem
Steel Erectors.

                  Three  months ended March 31, 1997 as compared to three months
                  ended March 31, 1996

     Contract  revenues  have  increased by $518,634 or 37% to  $1,915,553  from
$1,396,919  for the three  months  ended March 31, 1997 as compared to the three
months  ended March 31, 1996.  This  material  increase is due to new  contracts
commencing toward the first and second quarter of the Company's fiscal year.

     The  Company's  gross  profits for the three months ended March 31, 1997 is
41% as compared  to the three  months  ended March 31, 1996 which was 33%.  This
increase in gross profit  amounting 8% is primarily due to the Company  revising
its contract cost estimates.

     For the three  months  ended  March 31,  1997 and 1996,  the  Company  paid
$33,500 and $310,767,  respectively to U.S. Bridge of Maryland, Inc. ("US Bridge
MD") for  certain  materials  and labor  necessary  to  perform  steel  erection
services.  US Bridge MD is a wholly owned subsidiary of Bridge.  Amounts payable
related to all of such  transactions  and  included  in accounts  payable  total
$152,571 at March 31, 1997. Such amounts are non-interest  bearing  obligations.
Said vendors are under the common control of the Company's majority stockholder.

     General and administrative  expenses include salaries,  office overhead and
costs   associated   with  estimating  and  bidding   activities.   General  and
administrative  expenses have  decreased  minimally by $25,194 or 4% to $593,958
for the three  months  March 31, 1997 from  $619,152  for the three months ended
March 31, 1996.

<PAGE>

                  Nine  months  ended  March 31, 1997 as compared to nine months
                  ended March 31, 1996

     Contract  revenues have  increased by $3,821,136 or 99% for the nine months
ended March 31, 1997 to $7,691,412  as compared to the contract  revenue for the
nine months ended March 31, 1996 of $3,870,276. This increase is a direct result
of the  company  obtaining  additional  contracts  during the year.  Towards the
latter part of the year ended June 30, 1996 the Company  obtained new  contracts
and additional  change orders to previous  contracts  amounting to approximately
$22,500,000.

     The Company's gross profits for the nine months ended March 31, 1997 is 32%
as compared to the nine months  ended March 31, 1996 which was 35%. The decrease
in gross profit is due to the Company  revising its contract cost  estimates for
jobs  coming to an end in the current  period,  pursuant  to the  percentage  of
completion method. In addition, the Company did not recognize revenue related to
profit sharing on certain projects during the nine months ended March 31, 1997.

     General and  administrative  expenses  have  decreased  by $63,500 or 4% to
$1,665,197 for the nine months ended March 31, 1997 from $1,728,697 for the nine
months ended March 31, 1996. The total  decrease  amounting to $63,500 is mainly
attributable to decrease in office overhead.

     As  of  March  31,  1997,  the  Company  has  a  backlog  of  approximately
$13,273,000.  Backlog  represents  the amount of revenue the Company  expects to
realized from work to be performed on uncompleted contracts in progress and from
contractual agreements which work has not yet begun.

                  Liquidity and Capital Resources

     At March 31, 1997, the Company has working capital of $5,089,553.

     As of  March  31,  1997  the  Company's  accounts  receivable  amounted  to
$7,140,332 of which approximately $886,000 or 12% has been collected through May
7, 1997.

     During  November  1996,  the  Company  and  Bridge  Corp.  jointly  filed a
mechanics' lien in the amount of $279,346 against one of the Company's customers
for  nonpayment.  On or about May 13, 1997,  the Company  commenced an action to
foreclose on the aforesaid  lien.  During December 1996, the Company filed three
separate  mechanic's liens aggregating  $3,044,491  against two of its customers
for non  payment.  Such  amount  is  included  in the  contracts  and  retainage
receivable amount. As of June 30, 1996 the Company recorded an allowance against
the  accounts of these  customers of  approximately  $1,000,000.  No  additional
allowances  have been  recorded as of March 31,  1997.  During the three  months
ended March 31, 1997,  two actions  seeking to foreclose on the mechanics  liens
previously filed were commenced.

     Net cash used for  operating  activities  amounted  to $97,083 for the nine
months ended March 31, 1997 as compared to a use of cash of  $1,804,451  for the
nine months ended March 31, 1996.  With  regards to  financing  activities,  the
Company provided $224,963 of cash for the nine months ended March 31, 1997. Such
cash was provided primarily by loans from stockholder and other related parties.

<PAGE>
     During  September 1994, the Company  entered into an installment  agreement
with the Internal Revenue Service in order to liquidate delinquent payroll taxes
of  approximately  $231,535 and remove a tax lien filed by such  authority.  The
agreement  required  the  Company to pay  $25,000 per month until such amount is
fully paid. As per the terms of the agreement,  the Company must also pay timely
all current payroll taxes. As of March 31, 1997 the Company has not made all the
required  $25,000  monthly  payments and has not paid timely all current payroll
taxes. Payroll taxes payable, including accrued penalties and interest, amounted
to $573,633 as of March 31, 1997.



<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings:

         In January 1997, an action was commenced (by the filing of a complaint)
by The Ohio Bridge  Corporation  ("Ohio") against the Company.  Ohio claims that
the Company has infringed its trademark  "U.S.  Bridge." In February  1997,  the
Company  filed an answer  to the  complaint.  The  Company  continues  to defend
against the action,  which is now in the discovery phase.  Ohio seeks injunctive
relief,  profits obtained by the Company as a result of the use of its name, and
compensatory  damages.  The Company's  defense is based upon its belief that the
two  companies do not compete  against each other in the same  industry and that
Ohio does not use the  trademark  in order to sell,  market,  or  advertise  its
products.

         Three actions  seeking to foreclose on five  mechanic's  liens (four of
which  were  previously  filed by the  Company,  the fifth of which was filed by
McKay  Enterprises,  Inc.,  a  general  contractor  for whom the  Company  was a
subcontractor)  were commenced by the Company  within the last three months.  On
February 25, 1997, the first such action was commenced in New York State Supreme
Court,  Kings County.  The action names the Company and Metro Steel  Structures,
Ltd.  as  plaintiffs  and  Perini   Corporation,   Metropolitan   Transportation
Authority,  New York City  Transportation  Authority,  and  Fidelity and Deposit
Company of Maryland as defendants.

         The second action was commenced in New York State Supreme Court, Queens
County on February 26, 1997. 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 third  action was  commenced  on or about May 13,  1997 in New York
State Supreme Court, Suffolk County and names the Company as plaintiff and Kiska
Construction  Corp.,  the State of New York,  acting  through the New York State
Comptroller,  the New York State  Department  of  Transportation,  and  Seaboard
Surety Company as defendants.

         Counsel retained to handle this matter, Congdon, Flaherty,  O'Callahan,
Reid, Donlon, Travis & Fishlinger, advises that Perini, against whom the Company
filed three liens, has not as yet interposed answers to the aforesaid actions.






<PAGE>

                                   SIGNATURES

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


                                                               U.S. Bridge Corp.
                                                                    (Registrant)


Dated:  May 30, 1997                                 _____________
                                                                   Joseph Polito
                                                                       President



                                                                   -------------
                                                                   Ronald Polito
                                                                       Treasurer






<PAGE>