FORM 10-Q

               ------------------------------------------------



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


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


                  For the quarterly period ended March 31, 1999.

                           Commission File No. 1-8129.


                              US 1 INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


          Indiana                                            95-3585609
(State of Incorporation)                  (I.R.S. Employer Identification No.)



   1000 Colfax, Gary, Indiana                                   46406
(Address of principal executive offices)                      (Zip Code)

   Registrant's telephone number, including area code: (219) 944-6116

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 _X_ No ___





As of  June  8,  1999,  there  were  10,618,224  shares  of  common  stock  were
outstanding.





<PAGE>







Part I  FINANCIAL INFORMATION


Item 1. FINANCIAL STATEMENTS.

<TABLE>

                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                MARCH 31, 1999 (UNAUDITED) AND DECEMBER 31, 1998
<CAPTION>

ASSETS                                               March 31,   December 31,
                                                         1999          1998
                                                     (Unaudited)
<S>                                                   <C>          <C>
CURRENT ASSETS:
   Cash                                             $            $
   Account receivable--trade less allowance for
    doubtful accounts of $125,168 and $95,083         4,447,424    4,041,966
   Other receivables                                    197,958       59,654
   Deposits                                             128,766      132,429
   Prepaid expenses                                      11,780       27,798
                                                    ------------ ------------
      Total current assets                          $ 4,785,928  $ 4,261,847
                                                    ------------ ------------
FIXED ASSETS:
   Equipment                                            260,405      258,445
   Less accumulated depreciation and amortization       (85,736)     (75,316)
                                                    ------------ ------------
      Net fixed assets                              $   174,669  $   183,129
                                                    ------------ ------------
ASSETS HELD FOR SALE:
   Land                                                 195,347      195,347
   Valuation allowance                                 (141,347)    (141,347)
                                                    ------------ ------------
      Net assets held for sale                      $    54,000  $    54,000
                                                    ------------ ------------
TOTAL ASSETS                                        $ 5,014,597  $ 4,498,976
                                                    ============ ============

<FN>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
</FN>
</TABLE>



<PAGE>


<TABLE>

                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                MARCH 31, 1999 (UNAUDITED) AND DECEMBER 31, 1998



LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
<CAPTION>
                                                       March 31,  December 31,
                                                         1999        1998
<S>                                                  <C>          <C>
                                                     (Unaudited)
CURRENT LIABILITIES:
   Accounts payable                                 $ 1,517,345  $ 1,445,889
   Bank overdraft                                       337,436      260,404
   Accrued expenses                                     155,719      183,400
   Short-term debt                                    2,777,383    2,565,006
   Insurance and claims                                 215,273      181,524
   Accrued interest                                     455,259      392,883
   Accrued compensation                                  18,948       17,591
   Estimated fuel and other taxes                        76,223       75,695
                                                      ---------  -----------
      Total current liabilities                     $ 5,553,586  $ 5,122,392
                                                     -----------  -----------
LONG-TERM DEBT                                        2,890,217    2,849,262

REDEEMABLE PREFERRED STOCK,
     authorized 5,000,000 shares; no par value,
     Series A shares outstanding: 1,094,224
     Liquidation preference $0.3125 per share.          843,254      825,254

SHAREHOLDERS' EQUITY (DEFICIENCY):

   Common stock authorized 20,000,000 shares;
     no par value; shares outstanding 10,618,224     40,844,296   40,844,296
   Accumulated deficit                              (45,116,756) (45,142,228)
                                                    ------------  ----------
      Total shareholders' equity (deficiency)       $(4,272,460) $(4,297,932)
                                                    ------------  ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 5,014,597  $ 4,498,976
                                                    ============ ===========

<FN>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
</FN>

</TABLE>




<PAGE>

<TABLE>

                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (UNAUDITED)


CAPTION>
<S>                                                <C>            <C>
                                                     1999            1998
                                                     ----            ----
OPERATING REVENUES                              $  7,391,858    $ 7,125,645
                                                 -----------     -----------
OPERATING EXPENSES:
   Purchased transportation                        5,659,825      5,494,135
   Insurance and claims                              200,440        252,032
   Salaries, wages, and other                        327,692        246,564
   Commissions                                       725,749        681,966
   Operating supplies and expense                    215,817        213,144
   Other expenses                                     80,490         74,878
                                                 ------------   ------------
     Total operating expenses                   $  7,210,013    $ 6,962,719
                                                ------------    ------------
OPERATING INCOME                                $    181,845    $   162,926
                                                ------------    ------------
NON-OPERATING INCOME (EXPENSE):
   Interest income                                     1,010            476
   Interest expense                                 (149,783)      (161,496)
   Other income                                       10,399            483
                                                ------------    ------------
     Total non-operating (expense)              $   (138,374)   $  (160,535)
                                                ------------    ------------

NET INCOME (LOSS)                               $     43,471    $     2,389
DIVIDENDS ON PREFERRED SHARES                        (18,000)       (18,000)
                                                ------------    ------------
NET INCOME (LOSS) AVAILABLE TO COMMON SHARES    $     25,471    $   (15,611)
                                                ============    ============

INCOME PER COMMON SHARE:
        Net Income:
        Basic                                         $0.00          ($0.00)
        Diluted                                       $0.00          ($0.00)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING  -
      BASIC AND DILUTED                           10,618,224     10,618,224



<FN>
The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
</FN>
</TABLE>



<PAGE>



<TABLE>
                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)
<CAPTION>

                                                 Three Months Ended March 31,
                                                          1999         1998
<S>                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (loss)                                      $  43,471    $  2,389
Adjustments to reconcile net income (loss) to net
  cash provided from (used for) operations:
  Depreciation and amortization                           10,419       2,593
  Changes in operating assets and liabilities:
    Accounts receivable - trade                         (292,287)    649,506
    Other receivables                                   (251,475)   (336,866)
    Prepaid assets                                        16,018     (27,727)
    Deposits                                               3,663          20
    Accounts payable                                      71,455     236,506
    Accrued expenses                                     (27,681)    (12,193)
    Accrued interest                                      62,376     (85,360)
    Insurance and claims                                  33,749      18,056
    Other accrued compensation                             1,357       2,851
    Fuel and other taxes                                     528     (57,247)
                                                       ---------    ---------
  Net Cash provided by (used in) operating activities  $(328,405)   $392,527
                                                       ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                     (1,960)     (5,014)
                                                        --------    ---------

   Net cash used in investing activities                  (1,960)     (5,014)
                                                       ---------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings (repayments) under line of credit       218,896    (377,073)
  Proceeds from other related party loans                 72,992     163,124
  Principal payments on long term debt                   (38,555)
  Increase (Decrease) in bank overdraft                   77,032    (346,612)
                                                       ---------    ---------
  Net cash provided from (used in) financing activities  330,365   $(560,561)
                                                       ---------    ---------
NET DECREASE IN CASH                                           0    (173,047)
CASH, BEGINNING OF PERIOD                                      0     298,079
                                                        ---------  ----------
CASH, END OF PERIOD                                            0    $125,032
                                                        =========  ==========
<FN>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
</FN>
</TABLE>



<PAGE>


                    US 1 INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998


1. BASIS OF PRESENTATION

The  accompanying  consolidated  balance  sheet  as of  March  31,  1999 and the
consolidated statements of operations and cash flows for the three month periods
ended March 31, 1999 and 1998 are unaudited,  but, in the opinion of management,
include all adjustments (consisting of normal, recurring accruals) necessary for
a fair presentation of the financial  position and the results of operations for
such periods. The year-end balance sheet data was derived from audited financial
statements.  These  statements  should be read in conjunction with the Company's
audited  consolidated  financial statements for the year ended December 31, 1998
and the notes thereto  included in the  Company's  annual report on Form 10-KSB.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  omitted,  as  permitted by the  requirements  of the  Securities  and
Exchange Commission, although the Company believes that the disclosures included
in  these  financial  statements  are  adequate  to  make  the  information  not
misleading.  The results of operations for the three months ended March 31, 1999
and 1998 are not necessarily indicative of the results for a full year.


2. GOING CONCERN

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has  experienced
operating  losses and negative cash flows in recent years. At March 31, 1999 and
December 31, 1998, the Company's current liabilities exceeded its current assets
by $1.2 million and $1.4 million,  respectively.  While this is an  improvement,
the  Company's  future  still  depends  heavily on raising  the  capital to fund
operations until its revenue growth  generates  sufficient cash flows to satisfy
its  indebtedness.  Revenue  growth and the resulting  improved cash flows would
enable the  Company  to reduce its third  party  debt and  improve  its  working
relationships with potential agents and independent contractors.  The Company is
exploring  options to raise  capital and various other  potential  transactions.
Recent poor results and the  inability to remain in  compliance  with  financial
covenants  with its  lenders  continue  to raise  substantial  doubts  about the
Company's  ability to continue as a going concern.  As of December 31, 1998, the
Company  was in  violation  of the debt  service  coverage  ratio and  covenants
relating to capital expenditure limitation. On April 9, 1998 the lender issued a
letter of default for these  covenant  violations.  At March 31, 1999,  it is in
violation of the debt service  coverage ratio and the net worth  covenants.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.















<PAGE>

                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT



In June 1998, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 133,  "Accounting for Derivative  Instruments and Hedging Activities," which
establishes  accounting and reporting  standards for derivative  instruments and
hedging  activities.  It requires that an entity  recognize all  derivatives  as
either assets or liabilities in the statement of financial  position and measure
those  instruments  at fair  value.  SFAS  133 is  effective  for  fiscal  years
beginning  after  June 15,  1999.  The  Company,  to date,  has not  engaged  in
derivative and hedging activities.




4. EARNINGS PER COMMON SHARE

The Company  calculates  earnings  per share in  accordance  with the  Financial
Accounting  Standards No. 128  effective  for both interim and annual  financial
statement  periods.  As required  by this  statement,  the  company  adopted the
standards  for  computing  and  presenting  earnings per share (EPS) and for all
prior period earnings per share data presented. Following are the reconciliation
of the  numerators  and  denominators  of the basic and diluted EPS. The average
market  price of the common  stock was greater  than the  exercise  price of the
outstanding  options,  however,  as the  Company  had a net  loss  available  to
shareholders  in  1998,  the  potentially  dilutive  securities  (options)  were
antidilutive.

<TABLE>
<CAPTION>
Numerator                                             1999           1998
<S>                                                <C>            <C>

       Income (Loss) from continuing operations  %  43,471      $   2,389
       Dividends on preferred shares               (18,000)       (18,000)
                                                 ----------   ------------
       Loss available to common shareholders
       for basic and diluted EPS                 $  25,471      $ (15,611)
                                                 ----------   ------------
       Net income (loss) available to common
          Shareholders for basic and diluted EPS $  25,471      $ (15,611)
Denominator
       Weighted average common shares           10,618,224      10,618,224
        Outstanding for basic and diluted EPS
</TABLE>










<PAGE>


                      US 1 INDUSTRIES, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
<TABLE>

3.        SHORT-TERM DEBT

Short-term debt at March 31, 1999 and December 31, 1998 comprises:
<CAPTION>

                                               March 31,        December 31,
                                                 1999               1998
                                              ----------         ----------
<S>                                           <C>                <C>
Line of credit                              $ 2,665,756          $2,446,861
Current portion of long-term debt               111,627             118,145
                                              ----------         ----------
         Total                              $ 2,777,383          $2,565,006
                                              ==========         ==========
</TABLE>

Under its  revolving  line of credit  agreement  the  Company may borrow up to a
maximum  of  $3,300,000.  Borrowings  are  limited to 80% of  eligible  accounts
receivable  and bear  interest  at the prime rate  (7.75% and 8.50% at March 31,
1999 and December 31, 1998, respectively) plus 2.75% respectively. The Company's
accounts  receivable;  property and other assets are pledged as  collateral  for
advances  under  the line of credit  agreement.  At March  31,  1999 the  amount
borrowed was $ 2.7 million. The line of credit expires in May 2002.

The line of credit is subject to  termination  upon  various  events of default,
including failure to remit timely payments of interest, fees and principal,  any
adverse  change in the business of the Company or the  insecurity  of the lender
concerning  the ability of the Company to repay its  obligations as and when due
or failure to meet certain financial  covenants.  Financial  covenants  include:
minimum net worth  requirements,  total debt  service  coverage  ratio,  capital
expenditure  limitations,  restrictions on compensation  levels of key officers,
and prohibition of additional  indebtedness without prior  authorization.  As of
December  31, 1998,  the Company was in  violation of the debt service  coverage
ratio and covenants relating to capital expenditure limitation. On April 9, 1998
the lender issued a letter of default for these  covenant  violations.  At March
31, 1999,  it is in violation  of the debt  service  coverage  ratio and the net
worth covenants.
























<PAGE>


                US 1 INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
6.  LONG-TERM DEBT

Long-term debt at March 31, 1999 and December 31, 1998 comprises:
<CAPTION>

                                                     March 31,     December 31,
                                                       1999           1998
<S>                                                  <C>           <C>
Note payable to August Investment
 Partnership interest at prime + .75%,
 interest only payments required, principal
 balance due January  2000                         $  250,000     $  250,000

Mortgage note payable to  Antonson/Kibler
 collateralized  by land,  interest at
 prime + .75%, interest only payments
 required, principal balance due
 July  2003                                           500,000        500,000

Mortgage note payable to ITE,
 collateralized  by land,  interest at 9%,
 monthly repayments of $5,000, including
 interest, remaining principal balance
 due March, 2002                                       32,875         56,428

Note payable collateralized by equipment
 monthly payments of $ 5679 interest at 7.8%
 through February, 2001                                94,390        109,392

Mortgage note payable to ITE interest at 9%
 Monthly repayment of $2850 are to begin
 on August 15, 1999                                    57,289         57,289

Mortgage note payable to AIFE interest at 9%
 Monthly installments of $2150 are to begin
 on August 15, 1999                                    43,256         43,256

Mortgage  note  payable to August Investment
 Partnership,  interest at prime + .75%,
 interest only payments required, principal
 balance due January, 2001                            100,000        100,000

Note payable to Antonson/Kibler interest at
 prime + .75%, interest only payments required,
 principal balance due January, 2001                1,924,034      1,851,042
                                                   ----------       --------
     Total debt                                   $ 3,001,844    $ 2,967,407
Less current portion                                  111,627        118,145
                                                   ----------       --------
Total long-term debt                              $ 2,890,217    $ 2,849,262
                                                   ==========       ========
</TABLE>



<PAGE>



                     US 1 INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


7.   COMMITMENTS AND CONTINGENCIES

The company is  involved in  litigation  in the normal  course of its  business.
Management  intends  to  vigorously  defend  these  cases.  In  the  opinion  of
management,  the litigation now pending will not have a material  adverse effect
on the financial position of the Company.

The Company  carries  insurance for public  liability and property  damage,  and
cargo  loss  and  damage  through  various  programs.  The  Company's  insurance
liabilities  are based upon the best  information  currently  available  and are
subject  to  revision  in  future  periods  as  additional  information  becomes
available. Management believes it has adequately provided for insurance claims.


8.   STOCK OPTIONS


The Company has a stock option plan which allows the Board of Directors to grant
options to officers and certain key  employees  to purchase  common stock at the
fair market  value on the date of the grant.  At March 31, 1999 and December 31,
1998 96,500 share were available for future option grants under the stock option
plan. There were no options  outstanding under the stock option plan as of March
31, 1999 and December 31, 1998.

During 1997, the Board of Directors granted options to purchase 80,000 shares of
the Company's  common stock to an unaffiliated  investor at an exercise price of
$.25 per  share.  These  options  were  immediately  exercisable  and  expire on
December 31, 1999.  As of March 31, 1999,  no options  under this grant had been
exercised.




<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATION.


Results of Operations

The  financial  statements  and related notes  contained  elsewhere in this Form
10-QSB and in the Company's  Form 10-KSB for its fiscal year ended  December 31,
1998 are essential to an  understanding  of the comparisons and are incorporated
by reference into the discussion that follows.


Period 1999 Compared to 1998

The  Company's  operating  revenues  increased  from $7.1  million for the first
quarter  of 1998 to $7.3  million  for the same  period in 1999.  The  Company's
operating  revenues  are  generated  principally  from  two  truckload  carriers
Keystone,  and Carolina  National  Transportation.  Sales are generated  through
independent  agents  who  originate  shipments  that  then  are  transported  by
independent contractors who own their own equipment.

The company  contracts  with third  parties for most services and as a matter of
contract agrees to pay certain percentages of revenue for services rendered. The
three major items so managed are:
<TABLE>
<CAPTION>

Item:                                                Average Percent
<S>                                                         <C>
Purchased Transportation (PURTRANS)                          76.3%
Commissions to agents                                         9.0%
Insurance (Liability & Cargo)                                 4.2%
                   Total                                     89.5%
</TABLE>

These expenses, as a result, remain relatively consistent (as a percent of
sales). Actual results were as follows;

<TABLE>
<CAPTION>

                                       (Dollar amounts stated in thousands)
<S>                                                <C>            <C>

First Quarter actual results                         1999           1998
Sales                                            $  7,391        $ 7,125
PURTRANS+ Commissions + Insurance                   6,586          6,428
          Actual Percentage                          89.1%          90.2%
</TABLE>

The rest the of operations expenses have remained relatively fixed:
<TABLE>
<CAPTION>
<S>                                                   <C>           <C>

First Quarter results                                 1999          1998
Remaining operation expenses (Fixed Expenses)       $  624         $ 535
</TABLE>


Fixed  Expenses have increased by $ 89,000 between the first quarter of 1998 and
the first quarter of 1999 which is not consistent with expected results. A large
part of that increase is the cost of getting the companies  software modified so
it will function correctly when the date changes to the year 2000.


During the first quarter 1999 the increased sales less variable expenses reached
a point where after  subtracting  the fixed  expenses,  an  operating  income of
$181,845 was reached compared with $162,926 for the first quarter of 1998.

Lower  interest  rates  combined  with better  collection  and credit  practices
resulted in interest  expense  decreasing  from 161,496 for the first quarter of
1998 to 149,783 for the first quarter of 1999.



<PAGE>


Future Prospects

The Company's  management  remains hopeful about its future prospects.  However,
the Company's future depends on continued increases in revenue, and bringing its
operations up to greater profitability.


Liquidity and Capital Resources

As of December 31, 1998,  the Company's  financial  position  remained poor. The
Company had a net deficiency in  shareholders'  equity of $4.3 million.  Working
capital at December 31, 1998 and March 31, 1999 was $0.8 million.

     Accounts  receivable  at March  31,  1999 were  $4.4  million,  up from the
balance of $4.0 million at year end December 31, 1998. The increase was due to a
new office started in Wilmington, NC by Keystone and unusually high sales during
the month of March.

     The bank overdraft and balance of the revolving line of credit has increase
by $0.287  million from  December 31, 1998 to March 31, 1999 due to the start up
of the Wilmington office.

     The  Company's  principal  source of  liquidity is its $3.3 million line of
credit with FINOVA.  The  availability  of the line of credit is based on 80% of
Keystone's, Gulf Line's and Carolina National's eligible accounts receivable. At
March 31, 1999, the outstanding borrowings were $2.8 million.

     The Company is currently  in violation of several  covenants of the lender,
and as noted elsewere has received a letter of default from FINOVA.

     Related party loans from AIP and Messrs. Kibler and Antonson have increased
by $72,992 between December 31, 1998 and March 31, 1999.

      Shareholders and potential investors in the Company are cautioned that the
Company's  financial  condition  remains  precarious  and  that an  increase  in
operating  performance,  is essential to its long-term survival.  Unfortunately,
there can be no assurance that these goals will be achieved.

Quanitative and Qualitative Disclosures About Market Risk

The Company's  management  believes that  fluctuations  in interest rates in the
near term would not  materially  affect  the  Company's  consolidated  operating
results,  financial  position,  or cash flows as the Company  has limited  risks
related to interest  rate  fluctuations.  The  interest  rate paid to Finova has
increased by  approximately  20% as a result of Finova  declaring the Company in
default on the loan agreement.



Inflation

     Changes  in freight  rates  charged by the  Company  to its  customers  are
generally reflected in the cost of purchased transportation and commissions paid
by the Company to independent contractors and agents,  respectively.  Therefore,
management  believes  that  future  operating  results  of the  Company  will be
affected primarily by changes in volume of business.  However, due to the highly
competitive nature of the truckload motor carrier industry,  it is possible that
future  freight  rates  and  cost of  purchased  transportation  may  fluctuate,
affecting the Company's profitability.



<PAGE>


Certain Relationships and Related Transactions.


The company  leases  office space for its  headquarters  in Gary,  Indiana,  for
$2,200 per month from  Michael E.  Kibler,  the  president  and Chief  Executive
Officer  and a  director  of the  Company,  and  Harold E.  Antonson,  the Chief
Financial  Officer of the company and beneficial owner of more than five percent
of the outstanding Common Stock. Messrs. Kibler and Antonson own the property as
joint tenants.

One of the Company's  subsidiaries provides safety,  management,  and accounting
services to companies controlled by the President and Chief Financial Officer of
the  Company.  These  services  are  priced to cover  the cost of the  employees
providing the services.

     One of the Company's insurance providers,  American Inter-Fidelity Exchange
(AIFE) is managed by a Director of the Company and the Company has an investment
in the provider. In addition, that Director also manages an affiliated insurance
carrier, Indiana Truckers Exchange (ITE).

   The  Company  has notes  payable  due to  August  Investment  Partnership  as
described in Note 8.




<PAGE>


PART II. OTHER INFORMATION


Item 6(b).  Reports on Form 8-K

     No Reports on Form 8-K have been filed during the quarter.



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 there unto duly authorized.


US 1 Industries, Inc.



Michael E. Kibler
President



Harold E. Antonson
Chief Financial Officer

June  14, 1999