United States
                      Securities and Exchange Commission
                            Washington, D.C. 20549


                                  FORM 10-Q


   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
            Act of 1934 For the Quarterly Period ended June 30, 2002

                        Commission File Number 333-34323


                   HYDROCHEM INDUSTRIAL SERVICES, INC. (*)
            (Exact name of registrant as specified in its charter)


                      Delaware                          75-2503906
          (State or other jurisdiction of            (I.R.S. Employer
           incorporation or organization)           Identification Number)

                 900 Georgia Avenue
                  Deer Park, Texas                          77536
          (Address of principal executive offices)        (Zip Code)

                                 (713) 393-5600
              (Registrant's telephone number, including area code)


     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


     The  number  of  shares of Common  Stock of  the  Registrant outstanding on
     August 1, 2002 was 100  shares.   The  Registrant's  Common  Stock  is  not
     registered under the  Securities Act of 1933, as amended, or the Securities
     Exchange Act of 1934, as amended.

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

     * HydroChem  International,  Inc., a wholly-owned  subsidiary  of HydroChem
       Industrial Services, Inc.,  is a Co-Registrant.  It is incorporated under
       the laws of the State of Delaware.  Its  I.R.S.  Employer  Identification
       Number  is 75-2512100.
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


<S>                                                                                                        <C>
Part I.  Financial Information

         Item 1.  Financial Statements

                  Consolidated Balance Sheets as of December 31, 2001 and
                      June 30, 2002  (unaudited).....................................................      3

                  Consolidated Statements of Operations for the three and six
                      months ended June 30, 2001 and 2002  (unaudited)...............................      4

                  Consolidated Statement of Stockholder's Equity for the six
                      months ended June 30, 2002  (unaudited)........................................      5

                  Consolidated Statements of Cash Flows for the six
                      months ended June 30, 2001 and 2002  (unaudited)...............................      6

                  Notes to Consolidated Financial Statements  (unaudited)............................      7

         Item 2.  Management's Discussion and Analysis of Financial Condition
                      and Results of Operations......................................................     13

Part II.      Other Information

         Item 1.  Legal Proceedings..................................................................     18

         Item 6.  Exhibits and Reports on Form 8-K...................................................     18

Signatures...........................................................................................     21

Exhibit Index........................................................................................     22
</TABLE>




                                       2
<PAGE>

                       HYDROCHEM INDUSTRIAL SERVICES, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)


<TABLE>
<CAPTION>
                                                                     December 31,      June 31,
                                                                         2001            2002
                                                                         ----            ----
                                     ASSETS
     <S>                                                              <C>          <C>
     Current assets:
         Cash and cash equivalents ................................   $   7,943    $   3,894
         Receivables, less allowance of $280 and $408, respectively      30,589       35,484
         Inventories ..............................................       4,119        3,516
         Prepaid expenses .........................................         675        2,637
         Other current assets .....................................       1,891        2,881
         Income taxes receivable ..................................         652          691
         Deferred income taxes ....................................       3,042        1,176
                                                                      ---------    ---------
              Total current assets ................................      48,911       50,279

     Property and equipment, at cost ..............................     103,438      101,991
         Accumulated depreciation .................................     (62,411)     (65,280)
                                                                      ---------    ---------
                                                                         41,027       36,711

     Intangible assets, net .......................................      91,697       91,129
                                                                      ---------    ---------

              Total assets ........................................   $ 181,635    $ 178,119
                                                                      =========    =========

                      LIABILITIES AND STOCKHOLDER'S EQUITY
     Current liabilities:
         Accounts payable .........................................   $   7,065    $   6,246
         Accrued liabilities ......................................      15,404       15,506
         Current portion of long-term debt (Note 3) ...............       4,286        4,286
                                                                      ---------    ---------
              Total current liabilities ...........................      26,755       26,038

     Long-term debt (Note 3) ......................................     135,714      133,419
     Deferred income taxes ........................................       7,440        5,893
     Commitments and contingencies (Note 7)

     Stockholder's equity:
         Common stock, $.01 par value:
              1,000 shares authorized, 100 shares outstanding .....           1            1
         Additional paid-in capital ...............................      16,558       16,558
         Retained deficit .........................................      (4,833)      (3,790)
                                                                      ---------    ---------
         Total stockholder's equity ...............................      11,726       12,769
                                                                      ---------    ---------

              Total liabilities and stockholder's equity ..........   $ 181,635    $ 178,119
                                                                      =========    =========
</TABLE>



                             See accompanying notes.

                                       3
<PAGE>
                       HYDROCHEM INDUSTRIAL SERVICES, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                     Three months ended          Six months ended
                                                          June 30,                    June 30,
                                                          --------                    --------
                                                       2001       2002             2001      2002
                                                       ----       ----             ----      ----
<S>                                                 <C>         <C>             <C>        <C>
Revenue ......................................      $ 57,159    $ 51,840        $116,549   $108,640
Cost of revenue ..............................        35,937      33,345          73,268     69,186
                                                    --------    --------        --------   --------
      Gross profit ...........................        21,222      18,495          43,281     39,454

Selling, general and administrative expense ..        13,164      12,655          26,621     25,112
Depreciation .................................         2,719       2,622           5,420      5,298
Amortization of intangibles (Note 2)..........           996         148           1,991        306
                                                    --------    --------        --------   --------
      Operating income .......................         4,343       3,070           9,249      8,738

Other expense:
      Interest expense, net ..................         3,893       3,452           7,823      6,872
      Other, net .............................            15         (26)             20         53
                                                    --------    --------        --------   --------

Income (loss) before taxes ...................           435        (356)          1,406      1,813

      Income tax provision (benefit) (Note 5).           490         (73)            985        770
                                                    --------    --------        --------   --------

Net income (loss) ............................      $    (55)   $   (283)       $    421   $  1,043
                                                    ========    ========        ========   ========
</TABLE>
















                             See accompanying notes.



                                       4
<PAGE>
                       HYDROCHEM INDUSTRIAL SERVICES, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                                 (in thousands)


<TABLE>
<CAPTION>
                                                    Additional
                                          Common     Paid-in         Retained
                                          Stock      Capital          Deficit       Total
                                          -----      -------         --------       -----
<S>                                    <C>           <C>           <C>            <C>
Balance at December 31, 2001 .......   $      1      $ 16,558      $(4,833)       $ 11,726

    Net income .....................          -             -        1,043           1,043
                                       --------      --------      -------         -------

Balance at June 30, 2002 ...........   $      1      $ 16,558      $(3,790)       $ 12,769
                                        =======       =======       ======         =======
</TABLE>




















                             See accompanying notes.

                                       5
<PAGE>
                       HYDROCHEM INDUSTRIAL SERVICES, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                 Six months ended
                                                                                     March 31,
                                                                              2001             2002
                                                                           ---------         --------
<S>                                                                         <C>             <C>
Operating activities:
     Net income........................................................     $   421         $ 1,043
     Adjustments to reconcile net income
         to net cash provided by (used in) operating activities:
         Depreciation..................................................       5,420           5,298
         Amortization..................................................       1,991             306
         Amortization of deferred financing costs......................         391             262
         Deferred income tax provision.................................         937             319
         Loss on sale of property and equipment........................          (7)             75
     Changes in operating assets and liabilities:
         Receivables, net..............................................      (7,355)         (4,895)
         Inventories...................................................         348             603
         Prepaid expenses..............................................        (844)         (1,962)
         Other current assets..........................................         324            (990)
         Income taxes receivable.......................................         249             (39)
         Accounts payable..............................................         483            (819)
         Accrued liabilities...........................................      (2,031)            102
                                                                            -------         -------
              Net cash provided by (used in) operating activities......         327            (697)
                                                                            -------         -------

Investing activities:
     Expenditures for property and equipment...........................      (4,239)         (1,426)
     Proceeds from sale of property and equipment......................         333             369
                                                                            -------         -------
              Net cash used in investing activities....................      (3,906)         (1,057)
                                                                            -------         -------

Financing activities:
     Repayments of long-term debt......................................      (2,510)         (2,295)
                                                                            -------         -------
              Net cash provided by financing activities................      (2,510)         (2,295)
                                                                            -------         -------

Net decrease in cash...................................................      (6,089)         (4,049)
Cash at beginning of period............................................       6,380           7,943
                                                                            -------         -------

Cash at end of period..................................................     $   291         $ 3,894
                                                                            =======         =======
</TABLE>





                             See accompanying notes.



                                       6
<PAGE>
                       HYDROCHEM INDUSTRIAL SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2002


1.   Organization, Formation and Basis of Presentation

         The consolidated financial statements include the accounts of HydroChem
     Industrial Services, Inc. ("HydroChem") and its wholly-owned subsidiaries.
     (HydroChem  and its  subsidiaries  are  hereinafter  sometimes  referred to
     either  separately  or  collectively  as  the  "Company.")  HydroChem  is a
     wholly-owned subsidiary of HydroChem Holding, Inc. ("Holding").

         The  Company  is  engaged  in  the  business  of  providing  industrial
     cleaning  services  to a wide  range of  processing  industries,  including
     petrochemical  plants, oil refineries,  power plants, pulp and paper mills,
     steel mills, and aluminum plants.  Services provided include  high-pressure
     and ultra-high pressure water cleaning (hydroblasting),  chemical cleaning,
     industrial vacuuming, tank cleaning, waste minimization,  commissioning and
     other  specialized  services.   The  majority  of  these  services  involve
     recurring maintenance to improve or sustain the operating  efficiencies and
     extend the useful lives of process equipment and facilities.

         The accompanying unaudited consolidated  financial statements presented
     herein  have  been  prepared  in  accordance  with  accounting   principles
     generally  accepted in the United States for interim financial  information
     and the rules and  regulations of the  Securities and Exchange  Commission.
     Accordingly,  they do not include all of the  information  and  disclosures
     required by accounting  principles  generally accepted in the United States
     for complete  financial  statements.  Certain  information  and disclosures
     normally  included in  financial  statements  prepared in  accordance  with
     accounting  principles  generally  accepted in the United  States have been
     condensed  or  omitted.  In the  opinion of  management,  the  accompanying
     unaudited interim financial statements include all adjustments,  consisting
     of only normal recurring accruals, necessary for a fair presentation of the
     results of the interim periods. Operating results for the six month interim
     period ended June 30, 2002 are not  necessarily  indicative  of the results
     that may be expected for the year ending December 31, 2002. These unaudited
     consolidated  financial  statements  should be read in conjunction with the
     Company's  audited  consolidated   financial  statements  included  in  the
     Company's Annual Report on Form 10-K for the year ended December 31, 2001.

2.   Adoption of New Accounting Principle

         On  January  1,  2002,  the  Company  adopted  Statement  of  Financial
     Accounting  Standards SFAS No. 142,  Goodwill and Other  Intangible  Assets
     (SFAS 142).  Under these new rules,  goodwill  and  intangible  assets with
     indefinite  lives will no longer be amortized but will be subject to annual
     impairment tests in accordance with SFAS 142. Other intangible  assets will
     continue  to be  amortized  over their  useful  lives.  Application  of the
     non-amortization  provisions of SFAS 142 resulted in a decrease in net loss
     for the three months ended June 30, 2002 of $649,000 and an increase in net
     income for the six months  ended June 30,  2002 of  $1,298,000.  During the
     second  quarter of 2002,  the Company  completed  the first of the required
     impairment tests of goodwill and assets with indefinite lives as of January
     1, 2002 and  determined  that there is no impairment as of January 1, 2002.
     The Company will continue to perform the required  impairment testing on an
     annual basis during the fourth quarter.

         Pro forma  results  for the three and six months  ended June 30,  2001,
     assuming the  discontinuation  of amortization  for goodwill and intangible
     assets with indefinite lives, are shown below (in thousands):
<TABLE>
<CAPTION>
                                                                 Three Months Ended        Six Months Ended
                                                                    June 30, 2001            June 30, 2001
                                                                    -------------            -------------
<S>                                                               <C>                       <C>
                 Reported net income (loss)................       $      (55)               $      421
                 Amortization, net of taxes................              649                     1,298
                                                                         ---                     -----
                 Adjusted net income.......................       $      594                $    1,719
                                                                    ========                  ========
</TABLE>
                                       7
<PAGE>
         Intangible assets consist of the following (in thousands):
<TABLE>
<CAPTION>
                                                     December 31,                        June 30,
                                                         2001                              2002
                                           -------------------------------    ------------------------------
                                             Gross Book          Net Book        Gross Book         Net Book
                                               Value              Value            Value             Value
                                               -----              -----            -----             -----
<S>                                        <C>               <C>               <C>               <C>
      Deferred financing costs ..........  $    5,127        $     2,777       $    5,127        $     2,514
      Other intangibles..................      14,759              9,418           14,759              9,113
      Goodwill ..........................      92,116             79,502           92,116             79,502
                                               ------             ------           ------             ------
           Total ........................  $  112,002        $    91,697       $  112,002        $    91,129
                                             ========          =========         ========          =========
</TABLE>
3.   Long-term Debt

         Long-term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                                                               December 31,         June 30,
                                                                                  2001                2002
                                                                                  ----                ----
<S>                                                                           <C>                <C>
         Subordinated Notes.................................................  $   110,000        $   110,000
         Machinery and Equipment Loan.......................................       24,250             22,518
         Real Estate Loan...................................................        5,750              5,187
                                                                                    -----              -----
              Total long-term debt..........................................      140,000            137,705
              Less current portion of long-term debt........................       (4,286)            (4,286)
                                                                                   ------             ------
                                                                              $   135,714        $   133,419
                                                                                =========          =========
</TABLE>
4.   Restructuring Charge

         As  of  June  30,  2002,  accruals of  $318,000  remain relating to the
     restructuring  charge recorded in 2001.  These accruals relate primarily to
     severance,  which will be paid during the second half of 2002, and rent for
     closed facilities,  which will be paid over the respective  remaining lease
     terms.  During the  second  quarter of 2002,  $170,000  of these  accruals,
     principally for future lease payments, were credited to selling,  general &
     administrative  expense due to management's  decision to continue an office
     previously identified for closure.

5.   Income Taxes

         The  Company  files  a  consolidated  tax  return  with  Holding.   The
     Company's  effective  income tax rate for the interim periods  presented is
     based on management's  estimate of the Company's effective tax rate for the
     applicable  year and  differs  from the federal  statutory  income tax rate
     primarily due to nondeductible permanent differences.

6.   Guarantor Information

         Condensed  consolidating  financial  information  for  HydroChem  is as
     follows (in thousands):

                                       8
<PAGE>
                     CONDENSED CONSOLIDATING BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                  As of December 31, 2001
                                                                  -----------------------
                                                                 Guarantor                             Total
                                               HydroChem       Subsidiaries        Eliminations     Consolidated
                                               ---------       ------------        ------------     ------------
                                                              Int'l    Other
                                                              -----    -----
<S>                                            <C>           <C>       <C>         <C>                <C>
Assets:
  Receivables...........................       $ 30,127      $  462    $  --       $    --            $ 30,589
  Other current assets .................         13,929       3,748      645            --              18,322
                                                 ------       -----      ---                            ------
   Total current assets.................         44,056       4,210      645            --              48,911

  Property and equipment, net...........         40,793         101      133            --              41,027
  Intangible assets, net................         91,630          67       --            --              91,697
  Investments...........................          1,102          --       --        (1,102)                 --
                                                  -----      ------      ---        ------             -------
   Total assets.........................       $177,581      $4,378    $ 778       $(1,102)           $181,635
                                                =======       =====     ====        ======             =======

Liabilities and Stockholder's Equity:
  Current liabilities...................       $ 26,454      $  282    $  19       $    --            $ 26,755

  Long-term debt........................        135,714          --       --            --             135,714
  Deferred income taxes.................          7,440          --       --            --               7,440
  Stockholder's equity..................          7,973       4,096      759        (1,102)             11,726
                                                 ------       -----      ---        ------              ------
   Total liabilities and stockholder's
    equity..............................       $177,581      $4,378    $ 778       $(1,102)           $181,635
                                                =======       =====     ====        ======             =======
</TABLE>

<TABLE>
<CAPTION>
                                                                    As of June 30, 2002
                                                                  -----------------------
                                                                 Guarantor                             Total
                                               HydroChem       Subsidiaries        Eliminations     Consolidated
                                               ---------       ------------        ------------     ------------
                                                              Int'l    Other
                                                              -----    -----
<S>                                            <C>           <C>       <C>         <C>                <C>
Assets:
  Receivables...........................       $ 34,941      $  543    $  --       $    --            $ 35,484
  Other current assets .................         10,338       3,717      740            --              14,795
                                                 ------       -----      ---                            ------
   Total current assets.................         45,279       4,260      740            --              50,279

  Property and equipment, net...........         36,625          86       --            --              36,711
  Intangible assets, net................         91,062          67       --            --              91,129
  Investments...........................          1,102          --       --        (1,102)                 --
                                                  -----       -----      ---         -----              ------
   Total assets.........................       $174,068      $4,413    $ 740       $(1,102)           $178,119
                                                =======       =====     ====        ======             =======

Liabilities and Stockholder's Equity:
  Current liabilities...................       $ 25,889      $  149    $  --       $    --            $ 26,038

  Long-term debt........................        133,419          --       --            --             133,419
  Deferred income taxes.................          5,893          --       --            --               5,893
  Stockholder's equity..................          8,867       4,264      740        (1,102)             12,769
                                                 ------       -----      ---        ------              ------
   Total liabilities and stockholder's
    equity..............................       $174,068      $4,413    $ 740       $(1,102)           $178,119
                                               ========      ======    =====       =======            ========
</TABLE>

                                       9
<PAGE>
                       CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                               Three months ended June 30, 2001
                                                            -------------------------------------
                                                                 Guarantor                             Total
                                               HydroChem       Subsidiaries        Eliminations     Consolidated
                                               ---------       ------------        ------------     ------------
                                                              Int'l    Other
                                                              -----    -----
<S>                                            <C>           <C>       <C>         <C>                <C>
Revenue.................................       $55,075       $1,808    $  276      $    -             $57,159
Cost of revenue.........................        34,630        1,165       142           -              35,937
                                                ------        -----       ---                          ------
   Gross profit.........................        20,445          643       134           -              21,222
Selling, general and administrative expense     12,511          572        81           -              13,164
Depreciation............................         2,697           17         5           -               2,719
Amortization of intangibles.............           996            -         -           -                 996
                                                   ---          ---       ---         ---                 ---
   Operating income.....................         4,241           54        48           -               4,343
Interest and other expense, net.........         3,885           23         -           -               3,908
                                                 -----          ---       ---         ---               -----
   Income before taxes..................           356           31        48           -                 435
Income tax expense......................           490            -         -           -                 490
                                                   ---          ---       ---         ---                 ---
   Net income (loss)....................       $  (134)      $   31    $   48      $    -             $   (55)
                                                ======        =====     =====        ====              ======
</TABLE>


<TABLE>
<CAPTION>
                                                              Three months ended June 30, 2002
                                                            -------------------------------------
                                                                 Guarantor                             Total
                                               HydroChem       Subsidiaries        Eliminations     Consolidated
                                               ---------       ------------        ------------     ------------
                                                              Int'l    Other
                                                              -----    -----
<S>                                            <C>           <C>       <C>         <C>                <C>
Revenue.................................       $51,436       $  404    $    -      $    -             $51,840
Cost of revenue.........................        33,017          325         3           -              33,345
                                                ------          ---       ---                          ------
   Gross profit (loss)..................        18,419           79        (3)          -              18,495
Selling, general and administrative expense     12,548          105         2           -              12,655
Depreciation............................         2,610           12         -           -               2,622
Amortization of intangibles.............           154           (6)        -           -                 148
                                                   ---          ---       ---         ---                 ---
   Operating income (loss)..............         3,107          (32)       (5)          -               3,070
Interest and other (income) expense, net         3,453          (27)        -           -               3,426
                                                 -----          ---        ---        ---               -----
   Loss before taxes....................          (346)          (5)       (5)          -                (356)
Income tax expense......................           (73)           -         -           -                 (73)
                                                   ---          ---       ---         ---                 ---
   Net loss.............................       $  (273)      $   (5)   $   (5)     $    -             $  (283)
                                                ======        =====     =====        ====              ======
</TABLE>

<TABLE>
<CAPTION>
                                                                Six months ended June 30, 2001
                                                            -------------------------------------
                                                                 Guarantor                             Total
                                               HydroChem       Subsidiaries        Eliminations     Consolidated
                                               ---------       ------------        ------------     ------------
                                                              Int'l    Other
                                                              -----    -----
<S>                                            <C>            <C>       <C>         <C>                <C>
Revenue.................................       $113,107       $3,037    $  405      $    -             $116,549
Cost of revenue.........................         70,950        2,074       244           -               73,268
                                                ------         -----       ---                          -------
   Gross profit (loss)..................         42,157          963       161           -               43,281
Selling, general and administrative expense      25,297        1,183       141           -               26,621
Depreciation............................          5,375           35        10           -                5,420
Amortization of intangibles.............          1,991            -         -           -                1,991
                                                   ---         -----       ---         ---                -----
   Operating income (loss)..............          9,494         (255)       10           -                9,249
Interest and other expense, net.........          7,812           31         -           -                7,843
                                                  -----         ----       ---         ---                -----
   Income (loss) before taxes...........          1,682         (286)       10           -                1,406
Income tax expense......................            985            -         -           -                  985
                                                    ---          ---       ---         ---                -----
   Net income (loss)....................       $    697       $ (286)   $   10      $    -             $    421
                                                 ======        =====       ===         ===               ======
</TABLE>
                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                Six months ended June 30, 2002
                                                            -------------------------------------
                                                                 Guarantor                             Total
                                               HydroChem       Subsidiaries        Eliminations     Consolidated
                                               ---------       ------------        ------------     ------------
                                                              Int'l    Other
                                                              -----    -----
<S>                                            <C>            <C>       <C>         <C>                <C>
Revenue.................................       $107,310       $1,331    $   (1)     $    -             $108,640
Cost of revenue.........................         68,200          972        14           -               69,186
                                                ------         -----       ---                          -------
   Gross profit (loss)..................         39,110          359       (15)          -               39,454
Selling, general and administrative expense      24,917          191         4           -               25,112
Depreciation............................          5,275           23         -           -                5,298
Amortization of intangibles.............            306            -         -           -                  306
                                                   ---         -----       ---         ---                -----
   Operating income (loss)..............          8,612          145       (19)          -                8,738
Interest and other (income) expense, net          6,949          (24)        -           -                6,925
                                                  -----         ----       ---         ---                -----
   Income (loss) before taxes...........          1,663          169       (19)          -                1,813
Income tax expense......................            770            -         -           -                  770
                                                    ---          ---       ---         ---                -----
   Net income (loss)....................       $    893       $  169    $  (19)          -             $  1,043
                                                 ======        =====       ===         ===               ======
</TABLE>

                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                Six months ended June 30, 2001
                                                            -------------------------------------
                                                                 Guarantor                             Total
                                               HydroChem       Subsidiaries        Eliminations     Consolidated
                                               ---------       ------------        ------------     ------------
                                                              Int'l    Other
                                                              -----    -----
<S>                                            <C>          <C>        <C>         <C>                <C>
Net cash provided by (used in)
 operating activities...................       $   445      $(114)     $    (4)    $    -             $   327

Capital expenditures....................        (4,204)       (35)           -          -              (4,239)
Other investing activities..............           333          -            -          -                 333
                                                  ----       ----         ----       ----              ------
Net cash used in investing
  activities............................        (3,871)       (35)           -          -              (3,906)

Net cash used in financing
  activities............................        (2,510)         -            -          -              (2,510)
                                                  ----       ----         ----       ----              ------

Net decrease in cash....................       $(5,936)     $(149)     $    (4)    $    -             $(6,089)
                                                ======       ====       ======      =====              ======
</TABLE>

<TABLE>
<CAPTION>
                                                                Six months ended June 30, 2002
                                                            -------------------------------------
                                                                 Guarantor                             Total
                                               HydroChem       Subsidiaries        Eliminations     Consolidated
                                               ---------       ------------        ------------     ------------
                                                              Int'l    Other
                                                              -----    -----
<S>                                            <C>           <C>       <C>         <C>                <C>
Net cash provided by (used in)
  operating activities..................       $  (600)      $ 30      $(127)      $ -                $  (697)

Capital expenditures....................        (1,553)        (6)       133         -                 (1,426)
Other investing activities..............           369          -          -         -                    369
                                                   ---        ---        ---       ---                 ------
Net cash provided by (used in)
  investing activities..................        (1,184)        (6)       133         -                 (1,057)

Net cash used in financing
  activities............................        (2,295)         -          -         -                 (2,295)
                                                ------        ---        ---       ---                 ------

Net increase (decrease) in cash.........       $(4,079)      $ 24      $   6       $ -                $(4,049)
                                                ======        ===       ====        ==                 ======
</TABLE>

                                       11
<PAGE>
7.   Commitments and Contingencies

         The Company is  a defendant in various  lawsuits  arising in the normal
     course of business.  Substantially all of these suits are being defended by
     the Company's  insurance  carriers.  Management  believes that any material
     contingent  liability  associated  with this litigation will not exceed the
     limits of applicable  insurance  policies.  While the results of litigation
     cannot be predicted with certainty,  management believes adequate provision
     has been made for all of the foregoing  claims and the final outcome of any
     pending litigation will not have a material adverse effect on the Company's
     consolidated financial position or results of operations.

8.   Subsequent Event

         Pursuant to  the Company's  employee  medical  insurance  program,  the
     Company funds payment of approved claims and submits reimbursement requests
     to its stop loss insurance carrier to the extent any such claims exceed the
     Company's  self  insured  claim level of $100,000  per person per year.  In
     anticipation  of  obtaining a  reimbursement  from the stop loss  insurance
     carrier for amounts  over the self  insured  limit,  the Company  routinely
     records receivables from its stop loss insurance carrier for such amounts.

         On July 29, 2002, the Company's  stop loss  insurance  carrier  advised
     that it was denying a $740,000  claim made for amounts  paid by the Company
     on behalf of an employee dependent.  Although the Company has just begun to
     evaluate the denial of this claim and has not yet made any determination on
     a probable  outcome,  the Company is disputing the denial of the claim.  At
     June 30, 2002, other current assets includes this $740,000 claim receivable
     from the stop loss  insurance  carrier.  Subsequent to June  30,  2002,  an
     additional  $417,000  has  been  paid on behalf of this employee dependent.
     Depending  upon  the  result of  this evaluation and the resolution of this
     dispute,  the Company may  be required in the future to adjust the value of
     all or a part of the receivable at June 30,  2002 and any future receivable
     for amounts paid after that date.






                                       12
<PAGE>
                       HYDROCHEM INDUSTRIAL SERVICES, INC.
                                AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statement Regarding Forward-Looking Information

     Management's  Discussion  and  Analysis  and other items in this  Quarterly
Report on Form 10-Q contain forward-looking  statements and information that are
based on management's  beliefs,  as well as assumptions made by, and information
currently  available  to,  management.  When  used in this  document,  the words
"believe", "anticipate", "estimate", "expect", "intend", and similar expressions
are  intended  to  identify  forward-looking  statements.   Although  management
believes that the expectations reflected in these forward-looking statements are
reasonable,  it can give no assurance that these expectations will prove to have
been correct.  These statements are subject to certain risks,  uncertainties and
assumptions.  Should one or more of these risks or uncertainties materialize, or
should  underlying   assumptions  prove  incorrect,   actual  results  may  vary
materially  from those  anticipated.  The Company  undertakes  no  obligation to
release publicly the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances  after the date hereof or to
reflect the occurrence of unanticipated events.

     For supplemental information, it is suggested that "Management's Discussion
and  Analysis  of  Financial  Condition  and Results of  Operations"  be read in
conjunction  with the  corresponding  sections  included in the Company's Annual
Report on Form 10-K for the year ended  December  31,  2001.  The Form 10-K also
includes the Company's  Consolidated  Financial Statements and the Notes thereto
for certain prior  periods,  as well as other  relevant  financial and operating
information.

Critical Accounting Policies

     The  discussion  and  analysis of the  Company's  financial  condition  and
results of  operations  are based upon our  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States.  The  preparation of these  financial  statements
requires  management to make  estimates  and judgments  that affect the reported
amounts of assets, liabilities,  revenues and expenses and related disclosure of
contingent assets and liabilities.  On an on-going basis,  management  evaluates
these  estimates,  including  those related to  self-insurance  reserves and the
allowance for doubtful  accounts  receivable.  Estimates are based on historical
experience and on various other  assumptions  that are believed to be reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

     Management   believes  the  following  are  the  Company's   most  critical
accounting policies.  These policies require significant judgments and estimates
used in the preparation of the Company's consolidated financial statements.

     Allowance  for  doubtful  accounts  receivable.   The  Company  establishes
reserves for doubtful accounts receivable using various percentages according to
the age of the receivable and also evaluates  customers on a case-by-case  basis
when management  believes the required  payment of specific  amounts owed to the
Company is unlikely to occur.

     Property  and  casualty  insurance  reserve.  The  Company's  property  and
casualty  insurance  reserves  are  based  upon  management's   assumptions  and
estimates  regarding  the  probable  outcome of the  claims.  Should the outcome
differ from  management's  assumptions  and  estimates  or should the  insurance
carriers become  insolvent and unable to cover claims in excess of the Company's
deductible,  revisions  to the  estimated  reserves  for  property  and casualty
insurance would be required.

                                       13
<PAGE>
Results of Operations

     The  following  table sets forth,  for the periods  indicated,  information
derived from the Company's consolidated statements of operations, expressed as a
percentage  of revenue.  There can be no assurance  that the trends in operating
results will continue in the future.
<TABLE>
<CAPTION>
                                                            Three months ended                 Six months ended
                                                                 June 30,                          June 30,
                                                                 --------                          --------
                                                           2001           2002                2001           2002
                                                           ----           ----                ----           ----
<S>                                                       <C>            <C>                 <C>            <C>
    Revenue..................................             100.0 %        100.0 %             100.0 %        100.0 %
    Cost of revenue..........................              62.9           64.3                62.9           63.7
                                                           ----           ----                ----           ----
          Gross profit.......................              37.1           35.7                37.1           36.3
    SG&A expense.............................              23.0           24.4                22.8           23.1
    Depreciation.............................               4.8            5.1                 4.7            4.9
    Amortization.............................               1.7            0.3                 1.7            0.3
                                                            ---            ---                 ---            ---
          Operating income...................               7.6            5.9                 7.9            8.0
    Other expense:
          Interest expense, net..............               6.8            6.7                 6.7            6.3
          Other, net.........................                 -           (0.1)                  -              -
                                                            ---           ----
    Income (loss) before taxes...............               0.8           (0.7)                1.2            1.7
          Income tax provision (benefit).....               0.9           (0.1)                0.8            0.7
                                                            ---           ----                 ---            ---
    Net income (loss)........................              (0.1)%         (0.6)%               0.4 %          1.0 %
                                                           ====           ====                 ===            ===

    EBITDA (1)...............................              14.1 %         11.3 %              14.3 %         13.2 %
                                                           ====           ====                ====           ====
</TABLE>
----------
(1)  EBITDA for any relevant period presented above represents gross profit less
selling,  general  and  administrative  expense.  EBITDA should not be construed
as a  substitute  for  operating  income,  as an  indicator of liquidity or as a
substitute for net cash provided by operating  activities,  which are determined
in  accordance  with  accounting  principles  generally  accepted  in the United
States.  EBITDA is included because  management  believes it to be a useful tool
for analyzing operating performance, leverage, liquidity and a company's ability
to service debt.  The Company's  calculation  of EBITDA may not be comparable to
similar  entitled items reported by other  companies,  as such companies may not
define EBITDA as the Company defines it.

Three months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001
-----------------------------------------------------------------------------
     Revenue.  The  Company's revenue by service line for the three months ended
June 30, 2001 and 2002 is set forth in the following table (in thousands):
<TABLE>
<CAPTION>
                                        Three Months ended June 30,
                                        ---------------------------
                                  2001         %           2002         %
                                  ----         -           ----         -
<S>                            <C>           <C>         <C>           <C>
     Hydroblasting             $ 21,989      38.5        $ 20,805      40.1
     Chemical cleaning           14,879      26.0          14,222      27.4
     Industrial vacuuming        12,659      22.1          12,673      24.5
     Tank cleaning                4,149       7.3           2,929       5.7
     Other                        3,483       6.1           1,211       2.3
                                  -----       ---           -----       ---
          Total                $ 57,159     100.0        $ 51,840     100.0
                                 ======     =====          ======     =====
</TABLE>
     Revenue  decreased  $5.3 million,  or 9.3%, for the three months ended June
30, 2002,  compared to the prior year period.  This decrease resulted from lower
revenue in all service lines except industrial vacuuming,  which was essentially
flat over the prior year period  Hydroblasting  revenue declined by $1.2 million
primarily  due to decreased  maintenance  activities  with chemical and refining
industry  customers who are  continuing to experience  depressed  margins.  Tank
cleaning revenue declined by $1.2 million, primarily due to a decrease in demand
for refined products, resulting in idle tank capacity. Chemical cleaning revenue
decreased  by $657,000  due to a decline in project  work,  particularly  boiler
cleanings.  Other  revenue  for the  second  quarter  of 2002 was  lower by $2.3
million  compared to the second  quarter of 2001 because the Company began using
sub-contractors  to provide  mechanical  services  to its  customers  instead of
performing these services directly.

                                       14
<PAGE>
     Gross  profit.  Gross profit  decreased  $2.7 million,  or 12.8%,  to $18.5
million in 2002 from $21.2  million  in the prior year  period.  Cost of revenue
decreased $2.6 million, or 7.2%, to $33.3 million for 2002 from $35.9 million in
the prior year period. Gross profit margin declined 1.4% to 35.7% as compared to
37.1% in the prior year period,  primarily due to a decrease in revenue that was
not  offset by a  reduction  in certain  compensation  and  equipment  costs not
directly affected by the decrease in revenue.

     SG&A expense. SG&A expense decreased $509,000, or 3.9%, to $12.7 million in
2002 from $13.2 million in the prior year period.  The decrease  reflected lower
compensation  and facility  expenses  resulting from the cost reduction  program
implemented in the last quarter of 2001.

     EBITDA. EBITDA decreased $2.2 million, or 27.5%, to $5.8 million in 2002 as
compared to $8.1 million in the prior year period.  The cost  reduction  program
partially  offset the impact on EBITDA of the  revenue  decrease  from the prior
year period.

     Depreciation.  Depreciation  expense remained relatively  unchanged at $2.6
million in 2002 as compared to $2.7 million in the prior year period.

     Amortization.   Amortization  expense  decreased  $848,000,  or  85.1%,  to
$148,000 in 2002 from $996,000 in the prior year period. This decrease is due to
the Company's adoption of SFAS No. 142, "Goodwill and Other Intangible  Assets".
Under this new accounting policy, goodwill is no longer amortized but instead is
periodically  reviewed for  impairment.  During the second  quarter of 2002, the
Company  completed  the first of the required  impairment  tests of goodwill and
assets with indefinite  lives as of January 1, 2002 and determined that there is
no impairment.

     Operating  income.  A  decrease  in gross  margin,  partially  offset  by a
reduction in SG&A and amortization expense,  resulted in a decrease in operating
income of $1.3 million,  or 29.3%,  to $3.1 million in 2002 from $4.3 million in
the prior year period.

     Interest expense,  net. Interest expense, net decreased $441,000, or 11.3%,
to $3.5  million  in 2002  from $3.9  million  in the prior  year  period.  This
decrease  resulted from an $8.0 million  reduction of outstanding  debt from the
prior year and lower interest rates on floating rate debt.

     Income (loss) before taxes. The Company had a loss before taxes of $356,000
in 2002  compared to income  before  taxes of $435,000 in the prior year period.
This decrease of $791,000 was due to reduced operating income,  partially offset
by a decrease in interest expense.

     Income tax provision (benefit).  The effective income tax rate decreased in
2002 primarily as a result of discontinuing  certain  goodwill  amortization for
book purposes.  This  amortization of goodwill was previously  nondeductible for
tax purposes.

     Net loss.  Due to a decrease in  operating  income,  partially  offset by a
decrease in interest  expense,  net, and a lower effective  income tax rate, the
Company's  net loss  increased  by $228,000 to $283,000 in 2002,  as compared to
$55,000 in the prior year period.

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001
-------------------------------------------------------------------------

     Revenue.  The  Company's  revenue by service  line for the six months ended
June 30, 2001 and 2002 is set forth in the following table (in thousands):

                                       15
<PAGE>
<TABLE>
<CAPTION>
                                        Three Months ended June 30,
                                        ---------------------------
                                  2001         %           2002         %
                                  ----         -           ----         -
<S>                            <C>           <C>         <C>           <C>
     Hydroblasting             $ 47,531      40.8        $ 42,630      39.2
     Chemical cleaning           28,606      24.5          29,062      26.8
     Industrial vacuuming        25,747      22.1          28,169      25.9
     Tank cleaning                7,322       6.3           6,434       5.9
     Other                        7,343       6.3           2,345       2.2
                                  -----       ---           -----       ---
          Total                $116,549     100.0        $108,640     100.0
                                =======     =====         =======     =====
</TABLE>
     Revenue decreased $7.9 million,  or 6.8%, for the six months ended June 30,
2002,  compared to the prior year period.  This decrease resulted primarily from
lower hydroblasting, tank cleaning and other revenue, which was partially offset
by higher  industrial  vacuuming and chemical  cleaning  revenue.  Hydroblasting
revenue  declined  by  $4.9  million  primarily  due  to  decreased  maintenance
activities with chemical and refining industry customers,  who are continuing to
experience  depressed  margins.  Tank  cleaning  revenue  declined by  $888,000,
primarily  due to a decrease in demand for refined  products,  resulting in idle
tank capacity.  Other revenue for the first six months of 2002 decreased by $5.0
million compared to the first six months of 2001 because the Company began using
sub-contractors  to provide  mechanical  services  to its  customers  instead of
performing these services  directly.  Industrial  vacuuming revenue increased by
$2.4 million  resulting from new customer  contracts and an increase in services
to existing  customers.  Chemical  cleaning revenue increased by $456,000 due to
more project work, especially in the areas of plant pre-commissioning and boiler
cleanings.

     Gross  profit.  Gross profit  decreased  $3.8  million,  or 8.8%,  to $39.5
million in 2002 from $43.3  million  in the prior year  period.  Cost of revenue
decreased $4.1 million, or 5.6%, to $69.2 million for 2002 from $73.3 million in
the prior  year  period.  Gross  profit  margin  declined  slightly  to 36.3% as
compared  to 37.1% in the prior year  period,  primarily  due to a  decrease  in
revenue that was not offset by a reduction in certain compensation and equipment
costs not directly affected by the decrease in revenue.

     SG&A  expense.  SG&A expense  decreased  $1.5  million,  or 5.7%,  to $25.1
million  in 2002 from  $26.6  million in the prior  year  period.  The  decrease
reflected  lower  compensation  and facility  expenses  resulting  from the cost
reduction program implemented in the last quarter of 2001.

     EBITDA.  EBITDA decreased $2.3 million,  or 13.9%, to $14.3 million in 2002
as  compared  to $16.7  million in the prior  year  period.  The cost  reduction
program  partially  offset the impact on EBITDA of the revenue decrease from the
prior year period.

     Depreciation.  Depreciation  expense remained relatively  unchanged at $5.3
million in 2002 as compared to $5.4 million in the prior year period.

     Amortization.  Amortization  expense  decreased $1.7 million,  or 84.6%, to
$306,000 in 2002 from $2.0  million in the prior year period.  This  decrease is
due to the Company's  adoption of SFAS No. 142,  "Goodwill and Other  Intangible
Assets".  Under this new accounting policy,  goodwill is no longer amortized but
instead is periodically  reviewed for  impairment.  During the second quarter of
2002,  the  Company  completed  the first of the  required  impairment  tests of
goodwill and assets with  indefinite  lives as of January 1, 2002 and determined
that there is no impairment.

     Operating  income.  A  decrease  in gross  margin,  partially  offset  by a
reduction in SG&A and amortization expense,  resulted in a decrease in operating
income of  $511,000,  or 5.5%,  to $8.7 million in 2002 from $9.2 million in the
prior year period.

     Interest expense,  net. Interest expense, net decreased $951,000, or 12.2%,
to $6.9  million  in 2002  from $7.8  million  in the prior  year  period.  This
decrease  resulted from an $8.0 million  reduction of outstanding  debt from the
prior year and lower interest rates on floating rate debt.

     Income before taxes. The Company's  income before taxes increased  $407,000
to $1.8  million in 2002  compared to $1.4 million in the prior year period as a
result of the decrease in interest expense.

                                       16
<PAGE>
     Income tax  provision.  The  effective  income tax rate  decreased  in 2002
primarily as a result of discontinuing  certain  goodwill  amortization for book
purposes.  This  amortization of goodwill was previously  nondeductible  for tax
purposes.

     Net  income.  Due to a  decrease  in  interest  expense,  net,  and a lower
effective income tax rate, the Company's net income  increased  $622,000 to $1.0
million in 2002, as compared to $421,000 in the prior year period.


Liquidity and Capital Resources

     The Company  has  financed  its  operations  through  net cash  provided by
operating activities,  existing cash balances,  and available credit facilities.
On October 25, 2001, the Company entered into a financing agreement with The CIT
Group/Business Credit, Inc., the proceeds of which were used for the refinancing
of previously existing bank debt. The new credit facility in the amount of $62.5
million  consists of (i) a revolving  line of credit (the  "Revolver")  of up to
$32.5  million,  subject to a borrowing base  determined by accounts  receivable
balances and (ii) two  separate  term loans in the  respective  amounts of $24.3
million (the "Machinery and Equipment  Loan") and $5.8 million (the "Real Estate
Loan").

     As of June 30, 2002, $22.5 million was outstanding  under the Machinery and
Equipment Loan and $5.2 million was outstanding  under the Real Estate Loan. The
Company's  borrowing  base under the Revolver was $28.1  million,  of which $3.5
million  was  reserved  for  standby  letters of credit,  principally  issued in
connection with the Company's property and casualty  insurance  program.  On the
same date,  there was no  outstanding  balance under the Revolver and there were
available borrowings of $24.3 million.

     For the six months ended June 30,  2002,  net cash used in  operations  was
$697,000,  reflecting  an increase in prepaid  expenses due to annual  insurance
premium  payments  and an increase in other  assets,  primarily  due to a health
reinsurance  receivable  and deferred  charges on project work. Net cash used in
investing  activities was $1.1 million.  Expenditures for property and equipment
for the six  months  ended  June 30,  2002 were $1.4  million.  The value of new
vacuum  trucks and light  vehicles  leased  during the six months ended June 30,
2002 was $1.5 million. The capital expenditure budget and the value of equipment
to be placed in service from operating leases for 2002 are $3.8 million and $4.6
million respectively.

     Management  believes that cash and cash  equivalents  at June 30, 2002, net
cash  expected  to be provided  by  operating  activities,  and  borrowings,  if
necessary,  under the Revolver will be  sufficient  to meet the  Company's  cash
requirements  for operations and expenditures for property and equipment for the
next twelve months and the foreseeable future thereafter. From time to time, the
Company  reviews  acquisition  opportunities  as they  arise,  and  may  require
additional  financing if it decides to make  additional  acquisitions.  However,
there can be no assurance if such  acquisition  opportunities  arise,  that such
acquisitions  will be consummated,  or there will be financing  available and on
terms satisfactory to the Company.


                                       17
<PAGE>
Part II.  Other Information

    Item 1.Legal Proceedings

     There have been no material changes to the proceedings  previously reported
in the  Registrant's  Annual Report on Form 10-K for the year ended December 31,
2001.

    Item 6.  Exhibits and Reports on Form 8-K
    (a)      Exhibits

      Exhibit
      Number          Description
      ------          -----------
         3.1          Certificate  of  Incorporation  of   HydroChem  Industrial
                      Services, Inc. as  amended.  (Exhibit 3.1 to the Company's
                      Registration Statementon Form S-4,  filed August 25, 1997,
                      is hereby incorporated by reference.)

         3.2          Certificate of Incorporation of  HydroChem  International,
                      Inc.,   as   amended.   (Exhibit   3.2  to  the  Company's
                      Registration Statement on Form S-4, filed August 25, 1997,
                      is hereby incorporated by reference.)

         3.3          By-Laws  of  HydroChem Industrial Services, Inc.  (Exhibit
                      3.3 to the Company's  Registration  Statement on Form S-4,
                      filed   August  25,  1997,   is   hereby  incorporated  by
                      reference.)

         3.4          By-Laws of HydroChem International,  Inc.  (Exhibit 3.4 to
                      the Company's Registration  Statement  on Form S-4,  filed
                      August 25,  1997,  is  hereby  incorporated by reference.)

         4.1          Purchase  Agreement,  dated  as  of  July 30, 1997, by and
                      among   HydroChem  Industrial  Services,  Inc.,  HydroChem
                      International,  Inc.  and  Donaldson,  Lufkin  &  Jenrette
                      Securities Corporation,  as Initial Purchaser, relating to
                      the 10 3/8%  Series A Senior  Subordinated Notes due 2007.
                      (Exhibit 4.1  to  the  Company's Registration Statement on
                      Form S-4, filed August 25, 1997, is hereby incorporated by
                      reference.)

         4.2          Indenture, dated as of August  1,  1997,  among  HydroChem
                      Industrial Services, Inc., HydroChem International,  Inc.,
                      as Guarantor,  and  Norwest Bank,   Minnesota,   N.A.,  as
                      Trustee.   (Exhibit  4.2  to  the  Company's  Registration
                      Statement on Form S-4, filed  August 25,  1997,  is hereby
                      incorporated by reference.)

         4.3          Registration Rights Agreement dated August 4, 1997, by and
                      among  HydroChem  Industrial  Services,  Inc.,   HydroChem
                      International,  Inc. and  Donaldson,   Lufkin  &  Jenrette
                      Securities Corporation, as Initial Purchaser. (Exhibit 4.3
                      to the Company's Registration Statement on Form S-4, filed
                      August 25, 1997, is hereby incorporated by reference.)

         10.1         HydroChem Holding, Inc.  1994 Stock Option Plan.  (Exhibit
                      10.1 to the Company's Registration  Statement on Form S-4,
                      filed   August  25,   1997,   is  hereby  incorporated  by
                      reference.)

         10.2         Deferred Bonus Plan of HydroChem Industrial Services, Inc.
                      effective May 1,  1999.  (Exhibit  10.14 to the  Company's
                      Form 10-Q filed August 10, 1999, is hereby incorporated by
                      reference.)

         10.3         First  Amendment  to  Deferred  Bonus  Pla n of  HydroChem
                      Industrial  Services,  Inc.  dated  as  of  May  1,  2000.
                      (Exhibit 10.3 to the Company's  Form 10-Q filed August 11,
                      2000, is hereby incorporated by reference.)

                                       18
<PAGE>
         10.4         Second  Amendment  to  Deferred  Bonus  Plan  of HydroChem
                      Industrial  Services,  Inc.  dated  as  of  May  1,  2001.
                      (Exhibit 10.4  to  the  Company's  Form 10-Q filed May 11,
                      2001, is hereby incorporated by reference.)

         10.5         Employment Agreement dated December 15, 1993  by and among
                      HydroChem Holding, Inc.,  HydroChem  Industrial  Services,
                      Inc.  and  B. Tom Carter, Jr., as amended through December
                      9,  1996.   (Exhibit 10.5  to  the  Company's Registration
                      Statement on Form S-4, filed  August 25,  1997,  is hereby
                      incorporated by reference.)

         10.6         Fourth  Amendment  to  Employment Agreement dated April 9,
                      1998  by  and  among  HydroChem  Holding,  Inc., HydroChem
                      Industrial Services, Inc. and B. Tom Carter, Jr.  (Exhibit
                      10.8  to the Company's  Form 10-Q,  filed May 14, 1998, is
                      hereby incorporated by reference.)

         10.7         Fifth  Amendment  to  Employment Agreement dated April 18,
                      2002  by  and  among  HydroChem  Holding,  Inc., HydroChem
                      Industrial Services,  Inc., and  B. Tom Carter, Jr. (Filed
                      herewith.)

         10.8         Secured  Promissory  Note dated March 15, 2002 from B. Tom
                      Carter, Jr.  to  HydroChem Holding, Inc.  (Exhibit 10.7 to
                      the  Company's  Form 10-K, filed March 29, 2002, is hereby
                      incorporated by reference.)

         10.9         Pledge  Agreement  dated  March  15,  2002  between B. Tom
                      Carter, Jr. and HydroChem Holding,  Inc.  (Exhibit 10.8 to
                      the  Company's  Form 10-K, filed March 29, 2002, is hereby
                      incorporated by reference.)

         10.10        Executive  Bonus  Plan  dated  April 18,  2002 for  B. Tom
                      Carter,  Jr.  (Filed herewith.)

         10.11        Employment  Agreement  dated   November  1,  1992  between
                      HydroChem  Industrial Services,  Inc. and  Gary  D.  Noto.
                      (Exhibit 10.3 to the Company's Registration  Statement  on
                      Form S-4, filed August 25, 1997, is hereby incorporated by
                      reference.)

         10.12        Amendment  dated January 27, 1999 to Employment  Agreement
                      dated   November  1,  1992  between  HydroChem  Industrial
                      Services,  Inc.  and  Gary  D. Noto.  (Exhibit 10.8 to the
                      Company's  Form 10-K,   filed  March  29,  1999, is hereby
                      incorporated by reference.)

         10.13        Employment  Agreement  dated   November  1,  1992  between
                      HydroChem Industrial Services, Inc.  and  J.  Pat  DeBusk.
                      (Exhibit  10.2  to  the  Company's Registration  Statement
                      on Form S-4, filed August 25, 1997, is hereby incorporated
                      by reference.)

         10.14        Employment  Agreement  dated  September 26,  1997  between
                      HydroChem Industrial Services, Inc.  and  Donovan W. Boyd.
                      (Exhibit 10.10 to the Company's Form 10-K filed  March 29,
                      1999,  is hereby  incorporated  by reference.)

         10.15        First  Amendment to Employment  Agreement dated as of June
                      28, 1999 to Employment Agreement dated as of September 26,
                      1997  between  HydroChem  Industrial  Services  Inc.   and
                      Donovan W. Boyd. (Exhibit 10.10 to the Company's Form 10-Q
                      filed   August  10,  1999,  is  hereby   incorporated   by
                      reference.)

         10.16        Second  Amendment  to  Employment  Agreement  dated  as of
                      January  17,  2001  to  Employment  Agreement  dated as of
                      September  26,  1997 between HydroChem Industrial Services
                      and Donovan W. Boyd.  (Exhibit 10.13 to the Company's Form
                      10-K,  filed  March  21,  2001,  is hereby incorporated by
                      reference.)

                                       19
<PAGE>

         10.17        Supplemental Confidentiality  and Proprietary  Information
                      Agreement with Provision for Severance Benefit dated as of
                      April 1, 2000 between HydroChem Industrial Services,  Inc.
                      and Dwane Ruiz. (Exhibit 10.15 to the Company's Form 10-K,
                      filed   March   29,  2002,   is   hereby  incorporated  by
                      reference.)

         10.18        Supplemental Confidentiality  and Proprietary  Information
                      Agreement with provision for Severance Benefit dated as of
                      November 1,  2001  between  HydroChem Industrial Services,
                      Inc. and Greg Rice. (Filed herewith.)

         10.19        Letter Agreement regarding termination of employment dated
                      March 27, 2002 between HydroChem Industrial Services, Inc.
                      and  Pelham  H. A. Smith.  (Exhibit 10.16 to the Company's
                      Form 10-K, filed March 29, 2002, is hereby incorporated by
                      reference.)

         10.20        Amendment  dated  June  26,   2002  to   Letter  Agreement
                      regarding termination of employment dated March  27,  2002
                      between HydroChem Industrial Services, Inc. and  Pelham H.
                      A. Smith. (Filed herewith.)

         10.21        Letter Agreement regarding  employment dated  January  28,
                      2002  between  HydroChem  Industrial  Services,  Inc.  and
                      Kelvin Collard. (Exhibit 10.17 to the Company's Form 10-K,
                      filed March 29,2002, is hereby incorporated by reference.)

         10.22        Finance Agreement dated October 25, 2001  among  HydroChem
                      Industrial  Services,   Inc.,   HydroChem   Holding,  Inc.
                      HydroChem  International,   Inc.,   HydroChem   Industrial
                      Cleaning, Inc. and The CIT Group/Business Credit, Inc., as
                      Agent and  Lender.  (Exhibit  10.25 to the Company's  Form
                      10-Q,  filed  November 8, 2001,  is hereby incorporated by
                      reference.)

         10.23        First  Amendment  dated as of November 30, 2001 to Finance
                      Agreement   dated   October  25,   2001   among  HydroChem
                      Industrial  Services,  Inc.,   HydroChem   Holding,  Inc.,
                      HydroChem   International,   Inc,   HydroChem   Industrial
                      Cleaning, Inc., and The CIT Group/Business Credit, Inc. as
                      Agent  and  Lender.  (Exhibit 10.19  to the Company's Form
                      10-K,  filed  March  29,  2002,  is hereby incorporated by
                      reference.)

         10.24        Second  Amendment  dated as of January 31, 2002 to Finance
                      Agreement  dated   October   25,  2001   among   HydroChem
                      Industrial  Services,  Inc.,   HydroChem  Holding,   Inc.,
                      HydroChem   International,   Inc.,   HydroChem  Industrial
                      Cleaning,  Inc., The  CIT Group/Business  Credit, Inc., as
                      Agent and Lender, and the other  Lender  parties  thereto.
                      (Exhibit 10.20 to the Company's Form 10-K, filed March 29,
                      2002, is hereby incorporated by reference.)


    (b)      Reports on Form 8-K.

             None.

                                       20
<PAGE>


                                   SIGNATURES


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




                                      HYDROCHEM INDUSTRIAL SERVICES, INC.


   Date: August 8, 2002               By:  /s/ Kelvin R. Collard
                                      ------------------------------------
                                      Kelvin R. Collard, Vice President
                                      and Chief Financial Officer





                                      HYDROCHEM INTERNATIONAL, INC.


   Date: August 8, 2002               By:  /s/ Kelvin R. Collard
                                      ------------------------------------
                                      Kelvin R. Collard, Vice President
                                      and Chief Financial Officer




                                       21

<PAGE>



                                  EXHIBIT INDEX


      10.18       Supplemental  Confidentiality   and   Proprietary  Information
                  Agreement with provision for  Severance  Benefit  dated  as of
                  November 1,  2001 between HydroChem Industrial Services,  Inc.
                  and Greg Rice.


      10.20       Amendment dated June  26,  2002  to Letter Agreement regarding
                  termination  of  employment  dated  March  27,  2002   between
                  HydroChem Industrial Services, Inc. and Pelham H. A. Smith.



                                       22