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 March 31, 2000

                        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
     November  1, 1999  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


Part I. Financial Information

        Item 1. Financial Statements

              Consolidated Balance Sheets as of December 31, 1999 and
                 March 31, 2000 (unaudited)...........................     3

              Consolidated  Statements of  Operations  for each of the
                 three month periods ended March 31, 1999
                 and 2000 (unaudited).................................     4

              Consolidated Statement of Stockholder's Equity for the three
                 month period ended March 31, 2000 (unaudited)........     5

              Consolidated  Statements  of Cash Flows for each of the
                 three month periods ended March 31, 1999 and
                 2000 (unaudited).....................................     6

              Notes to Consolidated Financial Statements (unaudited)..     7

        Item 2. Management's Discussion and Analysis of Financial Condition
                   and Results of Operations..........................    10

        Item 3. Quantitative and Qualitative Disclosures About
                   Market Risk........................................    14

Part II.Other Information

        Item 1. Legal Proceedings.....................................   15

        Item 6. Exhibits and Reports on Form 8-K......................   15

Signatures............................................................   19

Exhibit Index.........................................................   20


                                       2
<PAGE>

                      HYDROCHEM INDUSTRIAL SERVICES, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                     December 31,     March 31,
                                                          1999          2000
                                                          ----          ----
                                      ASSETS
    <S>                                                 <C>          <C>
    Current assets:
        Cash and cash equivalents....................   $  4,140     $  2,399
        Receivables, less allowance of $671 and $781,
          respectively...............................     33,488       40,433
        Inventories..................................      4,721        4,781
        Prepaid expenses and other current assets....      1,993        2,704
        Income taxes receivable......................        504          505
        Deferred income taxes........................      1,725        1,725
                                                         -------      -------
          Total current assets.......................     46,571       52,547

    Property and equipment, at cost..................     96,672       97,610
        Accumulated depreciation.....................    (43,756)     (46,381)
                                                         -------      -------
                                                          52,916       51,229

    Intangible assets, net...........................    101,415      100,195
                                                         -------      -------

          Total assets...............................   $200,902     $203,971
                                                         =======      =======

                      LIABILITIES AND STOCKHOLDER'S EQUITY
    Current liabilities:
        Accounts payable.............................   $  6,829     $  7,675
        Accrued liabilities..........................     17,870       12,216
        Current portion of long-term debt (Note 2)...      2,670        3,924
                                                         -------      -------
          Total current liabilities..................     27,369       23,815

    Long-term debt (Note 2)..........................    148,209      154,415
    Deferred income taxes............................      9,205        9,205
    Commitments and contingencies (Note 5)

    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.............................       (440)         (23)
                                                         -------      -------
        Total stockholder's equity...................     16,119       16,536
                                                         -------      -------

          Total liabilities and stockholder's equity.   $200,902     $203,971
                                                         =======      =======
</TABLE>




                             See accompanying notes.

                                       3
<PAGE>


                       HYDROCHEM INDUSTRIAL SERVICES, INC.

                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (in thousands)
<TABLE>
<CAPTION>
                                               Three months ended
                                                    March 31,
                                                 1999        2000
                                                 ----        ----
<S>                                           <C>         <C>
Revenue ...................................   $ 50,905    $ 53,439
Cost of revenue ...........................     30,263      32,264
                                                ------      ------
     Gross profit .........................     20,642      21,175

Selling, general and administrative expense     12,500      12,801
Depreciation ..............................      2,913       2,933
                                                 -----       -----
     Operating income .....................      5,229       5,441

Other (income) expense:
     Interest expense, net ................      3,268       4,014
     Other (income) expense, net ..........        (42)         27
     Amortization of intangibles ..........        634         983
                                                   ---         ---

Income before taxes .......................      1,369         417

     Income tax provision (Note 3) ........         -           -
                                                   ---         ---

Net income ................................   $  1,369    $    417
                                              ========    ========
</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, 1999 .......... $   1    $ 16,558    $  (440)    $16,119


    Net income.........................     -           -        417         417
                                         ----     -------     ------     -------

Balance at September 30, 1999 ......... $   1    $ 16,558     $  (23)    $16,536
                                         ====     =======      =====      ======
</TABLE>





























                             See accompanying notes.

                                       5
<PAGE>


                       HYDROCHEM INDUSTRIAL SERVICES, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                           Three months ended
                                                                March 31,
                                                            1999        2000
                                                            ----        ----
<S>                                                         <C>         <C>
Operating activities:
    Net income............................................  $  1,369   $    417
    Adjustments to reconcile net income to
        net cash provided by operating activities:
        Depreciation......................................     2,913      2,933
        Amortization......................................       634        983
        Amortization of deferred financing costs..........       105        188
        Deferred income tax provision.....................        -          -
        Loss (gain) on sale of property and equipment.....       (26)        35
    Changes in operating assets and liabilities, net of
      effects of acquisition:
        Receivables, net..................................    (9,027)    (6,945)
        Inventories.......................................      (946)       (60)
        Prepaid expenses and other current assets.........        66       (711)
        Accounts payable..................................     2,686        846
        Accrued liabilities...............................    (1,764)    (5,205)
                                                             -------     ------
           Net cash used in operating activities..........    (3,990)    (7,519)
                                                             -------     ------
Investing activities:
    Expenditures for property and equipment...............    (2,021)    (1,345)
    Proceeds from sale of property and equipment..........        40         64
    Acquisitions, net of cash.............................   (30,867)      (351)
                                                             -------    -------
           Net cash used in investing activities..........   (32,848)    (1,632)
                                                             -------    -------
Financing activities:
    Proceeds from long-term debt, net.....................     4,006      7,460
    Debt financing costs..................................       (59)       (50)
                                                             -------    -------
           Net cash provided by financing activities......     3,947      7,410
                                                             -------    -------
Net decrease in cash......................................   (32,891)    (1,741)
Cash at beginning of period...............................    33,775      4,140
                                                             -------    -------
Cash at end of period.....................................  $    884   $  2,399
                                                             =======    =======
</TABLE>




                             See accompanying notes.

                                       6
<PAGE>


                       HYDROCHEM INDUSTRIAL SERVICES, INC.

                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2000

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,
    including   HydroChem   International,   Inc.  ("International")  and, since
    November 19, 1999, Landry Service Co., Inc. ("LANSCO").  HydroChem generally
    conducts  business  outside   the   United  States  through   International.
    (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,  electric  utilities,  pulp and paper mills,  rubber
    plants,  steel  mills,  and  aluminum  plants.   Services  provided  include
    high-pressure  and  ultra-high  pressure  water  cleaning   (hydroblasting),
    chemical cleaning, industrial vacuuming, tank cleaning, mechanical services,
    waste minimization,  and commissioning and other specialized  services.  The
    majority of these  services  involves  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 generally  accepted  accounting
    principles 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  generally  accepted
    accounting principles for complete financial statements. Certain information
    and  disclosures  normally  included  in  financial  statements  prepared in
    accordance with generally accepted accounting principles 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 three month interim period ended
    March 31, 2000 are not  necessarily  indicative  of the results  that may be
    expected for the year ending December 31, 2000. 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, 1999.

2.  Long-term Debt

        Long-term  debt at December 31, 1999 and March 31, 2000 consisted of the
following (in thousands):
<TABLE>
<CAPTION>
                                                      1999         2000
                                                      ----         ----
       <S>                                          <C>          <C>
       Senior Subordinated Notes ................   $ 110,000    $ 110,000
       Term Loan ................................      30,000       30,000
       Mortgage Loan ............................       7,379        7,339
       Revolver .................................        --          7,500
       Seller Notes .............................       3,500        3,500
                                                    ---------    ---------
           Total long-term debt .................     150,879      158,339
           Less current portion of long-term debt      (2,670)      (3,924)
                                                    ---------    ---------
                                                    $ 148,209    $ 154,415
                                                    =========    =========
</TABLE>


                                       7
<PAGE>

        On November 19, 1999, the Company  entered into a credit  agreement with
    six financial  institutions  which provides for secured  borrowings of up to
    $60,000,000,  consisting of a $30,000,000 term loan (the "Term Loan"), and a
    $30,000,000  revolving loan (the  "Revolver")  which is subject to borrowing
    base limitations. The credit facility expires on December 31, 2004, requires
    HydroChem to meet certain  customary  financial  ratios and  covenants,  and
    restricts  the Company from any further  pledging of its assets.  The credit
    facility  is secured by all  current  and future  assets of the  Company and
    Holding.  HydroChem,  at its discretion,  can pay interest on a Base Rate or
    Eurodollar ("LIBOR") basis, plus applicable margins. Base Rate margins range
    from  0.00% to 1.75%,  depending  on the type of advance  and the  Company's
    leverage ratio as determined quarterly. LIBOR based margins range from 1.75%
    to 3.00%, depending on the Company's leverage ratio as determined quarterly.
    The length of LIBOR based interest periods is generally one to six months in
    duration.  However,  interest  payments  are  required  at least every three
    months. In addition,  a commitment fee of 0.3% to 0.5% per annum,  depending
    on  the  Company's  leverage  ratio  as  determined  quarterly,  is  payable
    quarterly on the unborrowed portion of the Revolver.

        As of March 31, 2000,  $30,000,000 was outstanding  under the Term Loan.
    The Term Loan requires scheduled  quarterly  principal payments beginning on
    September  30,  2000.  In  addition,  the  Company  may be  required to make
    mandatory additional principal payments,  based on the Company's excess cash
    flow and certain other  events,  as defined in the credit  agreement.  As of
    March 31,  2000,  (i) the  Company's  borrowing  base under the Revolver was
    $25,937,000,  of  which  $2,260,000  had been  drawn in the form of  standby
    letters of  credit,  principally  issued in  connection  with the  Company's
    property  and  casualty  insurance   program,   (ii)  there  was  $7,500,000
    outstanding  under the Revolver,  and (iii) the Company had available unused
    borrowings of $16,177,000, subject to covenant test limitations.

        In connection with the Company's new headquarters and operating facility
    in the Houston,  Texas area,  HydroChem entered into a loan agreement with a
    financial  institution  dated July 17, 1998 as amended.  The loan  agreement
    provided for an interim  financing  construction  loan of up to  $7,500,000,
    which was  converted to a term loan (the  "Mortgage  Loan") in the amount of
    $7,500,000 on March 31, 1999. The Mortgage Loan is  collateralized  by first
    priority liens on the land and improvements,  matures on September 30, 2006,
    and requires quarterly payments of interest and principal. Interest rates on
    the Mortgage Loan are at LIBOR plus 1.75%  adjusted  quarterly.  On July 17,
    1998, HydroChem also entered into an interest rate protection agreement with
    the same  financial  institution  (the  "Interest  Rate  Swap").  Under  the
    Interest Rate Swap,  the Company's  effective  fixed  borrowing rate for the
    Mortgage  Loan is 7.82%.  The loan  agreement  requires  the Company to meet
    certain customary financial ratios and covenants and generally restricts the
    Company from  transferring or pledging the facility's  assets.  At March 31,
    2000, the Company had $7,339,000 outstanding under the Mortgage Loan.

        The Company acquired LANSCO on November 19, 1999. In connection with the
    LANSCO  acquisition,  the Company issued two  promissory  notes (the "Seller
    Notes") to the  principal  selling  shareholders  of LANSCO in the aggregate
    principal  amount of  $3,500,000.  The Seller Notes bear  interest at 8% per
    annum,  mature on  November  19,  2001,  and  require  semi-annual  interest
    payments and annual principal payments. The first principal payments, in the
    amount of  $1,500,000,  are due  November  19,  2000.  The  final  principal
    payments, in the amount of $2,000,000, are due November 19, 2001. The Seller
    Notes are unsecured,  are subordinated to all Senior Debt (as defined in the
    Seller Notes) of the Company,  and contain no financial  ratios or covenants
    that must be met.

3.  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,  state income taxes and changes in the
    valuation of deferred tax assets.


                                       8

<PAGE>


4.  Summary Financial Information

        Summary  financial  information for  International as consolidated  with
    HydroChem is as follows (in thousands):
<TABLE>
<CAPTION>
                                                       As of            As of
                                                    December 31,       March 31,
                                                        1999             2000
                                                        ----             ----
       <S>                                             <C>              <C>
       Current assets.........................         $ 2,727          $ 2,648
       Noncurrent assets......................              92               94
       Current liabilities....................             496              286
       Noncurrent liabilities.................              -                -
</TABLE>
<TABLE>
<CAPTION>
                                                          Three months ended
                                                               March 31,
                                                          1999           2000
                                                          ----           ----
       <S>                                             <C>             <C>
       Revenue................................         $ 1,110         $ 1,458
       Gross profit...........................             422             657
       Net income.............................             163             133
</TABLE>

5.  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.  While the results of litigation cannot be
    predicted with certainty,  management  believes adequate  provision has been
    made for such claims and the final outcome of such  litigation will not have
    a material effect on the Company's consolidated financial position.

        The Company has substantially  completed the settlement of approximately
    70 lawsuits  originally  filed in the 18th Judicial  District  Court for the
    Parish of Iberville,  Louisiana  against Georgia Gulf Corporation  ("Georgia
    Gulf"),  the  Company  and other  defendants,  which  arose  from a chemical
    exposure  incident at a Georgia Gulf  facility in  Plaquemine,  Louisiana in
    September  1996. The suits covered claims by  approximately  640 non-Company
    employees   present  at  the   facility   (the  "Worker   Plaintiffs")   and
    approximately  1,400  persons  who are  related  to or live with the  Worker
    Plaintiffs.  All of the plaintiffs sought damages for alleged toxic exposure
    resulting  from this  incident.  Pursuant to a Memorandum  of  Understanding
    between  virtually all of the  plaintiffs  and each of the defendants in the
    suits, which was effective April 15, 1999, the Company's  insurance carriers
    deposited the Company's share of the settlement into escrow,  which is being
    disbursed as satisfactory  evidence of settlement with individual plaintiffs
    is received. As of March 31, 2000,  approximately 95% of the escrow had been
    disbursed.  In  addition,  by separate  agreement,  Georgia Gulf assumed the
    Company's  defense and indemnity against the claims of any plaintiff who did
    not  participate  in the  settlement,  the  claims of  approximately  twenty
    plaintiffs who were not parties to the settlement, certain additional claims
    which have been filed against the Company  since the date of the  Memorandum
    of Understanding,  and future claims which may arise in connection with this
    incident.

        All payments by the Company under these  arrangements  have been made by
    the Company's  insurance  carriers.  As a result of the settlement  process,
    management  believes this litigation will not have a material adverse affect
    on the Company's financial position or results of operations.

        The Company is also a defendant in a lawsuit filed on September 20, 1999
    in the 24th Judicial District Court for the Parish of Jefferson,  Louisiana,
    which  seeks  class   certification  on  behalf  of  an  unknown  number  of
    plaintiffs,  who allege  personal  and  property  damages  arising  from the
    release of a single  330-gallon  container of hydrochloric  acid on a public
    highway  in  Kenner,  Louisiana  in  September  1999.  The  Company is being
    defended in this suit by one of its liability insurance  carriers.  Although
    this matter is in its initial stages and its outcome is therefore  difficult
    to predict with certainty,  management  believes that any resolution will be
    within the limits of its applicable  insurance  coverage and will not have a
    material  adverse  affect on the Company's  financial  position or result of
    operations.


                                       9
<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 of Financial  Condition and Results of
Operations  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  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,  1999.  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.

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
                                                                March 31,
                                                          1999            2000
                                                          ----            ----
       <S>                                               <C>             <C>
       Revenue..............................             100.0%          100.0%
       Cost of Revenue......................              59.4            60.4
                                                          ----            ----
            Gross profit....................              40.6            39.6
       SG&A expense.........................              24.6            23.9
       Depreciation.........................               5.8             5.5
                                                          ----            ----
            Operating income................              10.2            10.2
       Other (income) expense:
            Interest expense, net...........               6.4             7.5
            Other (income) expense, net.....              (0.1)            0.1
            Amortization of intangibles.....               1.2             1.8
                                                          ----            ----
       Income before taxes..................               2.7             0.8
            Income tax provision............                -               -
       Net income...........................               2.7%            0.8%
                                                          ====            ====

       EBITDA (1)...........................              16.0%           15.7%
                                                          ====            ====
</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 generally  accepted  accounting  principles.  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.

                                       10
<PAGE>


Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
-------------------------------------------------------------------------------

    Revenue.  Revenue increased $2.5 million,  or 5.0%, to $53.4 million for the
three months  ended March 31, 2000 from $50.9  million in the prior year period.
The increase resulted from an increase in tank cleaning revenue of $2.8 million,
or 551.3%,  from $499,000 to $3.3 million, an increase in other services revenue
of $2.0 million,  or 81.3%,  from $2.4 million to $4.4  million,  an increase in
chemical  cleaning  revenue of $1.4  million , or 10.7%,  from $13.0  million to
$14.4 million,  and an increase in industrial vacuuming revenue of $1.3 million,
or 13.7%,  from $9.3 million to $10.6  million.  These  increases were partially
offset by a decrease in hydroblasting  revenue of $4.9 million,  or 19.0%,  from
$25.7 million to $20.8 million.  The increase in tank cleaning  revenue resulted
principally  from the acquisition of LANSCO.  Other services  revenue  increased
principally  as a result of  increased  mechanical  services  and  commissioning
services  projects.  The increase in industrial  vacuuming revenue resulted from
additional  vacuum  trucks  placed in service by the  Company in 1999.  Chemical
cleaning revenue  increased as a result of an increased volume of projects.  The
decrease in hydroblasting  revenue principally resulted from a reduced volume of
projects.

    Gross profit. Gross profit increased $533,000,  or 2.6%, to $21.2 million in
2000 from $20.6 million in the prior year period.  Gross profit margin decreased
from 40.6% to 39.6%. Cost of revenue  increased $2.0 million,  or 6.6%, to $32.3
million in 2000 from $30.3 million in the prior year period primarily due to the
revenue  increases  described above,  partially offset by reduced profit sharing
and insurance expense accruals.

    SG&A expense.  SG&A expense increased $301,000, or 2.4%, to $12.8 million in
2000 from $12.5  million  in the prior  year  period.  This  increase  primarily
resulted from the  acquisition  of LANSCO,  partially  offset by reduced  profit
sharing and insurance expense accruals.  SG&A expense as a percentage of revenue
decreased to 23.9% in 2000 from 24.6% in the prior year period.

    EBITDA.  Increased gross profit, partially offset by increased SG&A expense,
resulted in a $232,000, or 2.8%, increase in EBITDA to $8.4 million in 2000 from
$8.1  million in the prior year  period.  As a  percentage  of  revenue,  EBITDA
decreased to 15.7% in 2000 from 16.0% in the prior year period.

    Depreciation. Depreciation expense was relatively unchanged with an increase
of $20,000, or 0.7%, to $2.9 million in 2000 from $2.9 million in the prior year
period,  and was  5.5%  and  5.8% of  revenue,  respectively.  The  increase  in
depreciation  expense  principally  resulted from the  acquisition of the LANSCO
assets and from capital  expenditures  in 1999 and 2000,  partially  offset by a
reduction in depreciation associated with fully depreciated assets.

    Operating income. Increased gross profit, partially offset by increased SG&A
expense and depreciation expense, resulted in an increase in operating income of
$212,000,  or 4.1%,  to $5.4 million in 2000 from $5.2 million in the prior year
period. As a percentage of revenue, operating income remained unchanged at 10.2%
in 2000 from the prior year period.

    Interest expense,  net. Interest expense, net increased $746,000,  or 22.8%,
to $4.0 million in 2000 from $3.3  million in the prior year  period.  Increased
interest expense, net resulted from additional  borrowings to finance the LANSCO
acquisition.  Interest expense, net as a percentage of revenue increased to 7.5%
in 2000 from 6.4% in the prior year period.

    Amortization. Amortization expense increased $349,000, or 55.0%, to $983,000
in 2000 from $634,000 in the prior year period.  Increased  amortization expense
resulted from goodwill  incurred in connection  with the  acquisition of LANSCO.
Amortization  expense as a percentage of revenue  increased to 1.8% in 2000 from
1.2% in the prior year period.

    Income before taxes.  For the reasons  described  above,  the Company income
before  taxes  decreased  $952,000 to $417,000 in 2000 from $1.4  million in the
prior year period.  As a percentage of revenue,  income before taxes was 0.8% in
2000 compared to 2.7% in the prior year period.

                                       11
<PAGE>


    Income tax provision. The effective income tax rate remained at zero in 2000
consistent with the prior year period, principally as a result of changes in the
valuation of deferred tax assets.

    Net income.  For the  reasons  described  above,  the  Company's  net income
decreased  $952,000  to  $417,000  in 2000 from $1.4  million  in the prior year
period. As a percentage of revenue, net income was 0.8% in 2000 compared to 2.7%
in the prior year period.

Liquidity and Capital Resources

    The  Company  principally  has  financed  its  operations  through  net cash
provided by operating  activities,  existing  cash  balances,  available  credit
facilities  and capital  contributions  from Holding.  On November 19, 1999, the
Company entered into a credit  agreement with six financial  institutions  which
provides  for secured  borrowings  of up to $60.0  million  consisting  of $30.0
million  under the Term Loan,  and $30.0  million  under the  Revolver  which is
subject to borrowing base  limitations.  The credit facility expires on December
31, 2004,  requires  HydroChem to meet certain  customary  financial  ratios and
covenants,  and restricts  the Company from any further  pledging of its assets.
The credit  facility is secured by  substantially  all of the current and future
assets  of the  Company  and  Holding.  HydroChem,  at its  discretion,  can pay
interest  on a Base Rate or LIBOR  basis,  plus  applicable  margins.  Base Rate
margins  range from  0.00% to 1.75%,  depending  on the type of advance  and the
Company's leverage ratio as determined quarterly. LIBOR based margins range from
1.75%  to  3.00%,  depending  on the  Company's  leverage  ratio  as  determined
quarterly.  The length of LIBOR based  interest  periods is generally one to six
months in duration. However, interest payments are required at least every three
months.  In addition,  a commitment fee of 0.3% to 0.5% per annum,  depending on
the Company's  leverage ratio as determined  quarterly,  is payable quarterly on
the unborrowed portion of the Revolver.

    As of March 31, 2000, $30.0 million was outstanding under the Term Loan. The
Term Loan requires scheduled quarterly principal payments beginning on September
30, 2000. In addition,  the Company may be required to make mandatory additional
principal  payments,  based on the Company's  excess cash flow and certain other
events,  as defined  in the  credit  agreement.  As of March 31,  2000,  (i) the
Company's  borrowing  base under the Revolver was $25.9  million,  of which $2.3
million  had been  drawn in the form of standby  letters of credit,  principally
issued in connection with the Company's property and casualty insurance program,
(ii)  there  was $7.5  million  outstanding  under the  Revolver,  and (iii) the
Company had available  unused  borrowings of $16.2 million,  subject to covenant
test limitations.

    In connection with the Company's new headquarters and operating  facility in
the  Houston,  Texas  area,  HydroChem  entered  into  a loan  agreement  with a
financial  institution on July 17, 1998, as amended. The loan agreement provided
for an interim  financing  construction  loan of up to $7.5  million,  which was
converted to the Mortgage  Loan in the amount of $7.5 million on March 31, 1999.
The Mortgage  Loan is  collateralized  by first  priority  liens on the land and
improvements,  matures on September 30, 2006, and requires quarterly payments of
interest and  principal.  Interest  rates on the Mortgage Loan are at LIBOR plus
1.75%  adjusted  quarterly.  On July 17, 1998,  HydroChem  also entered into the
Interest Rate Swap. Under the Interest Rate Swap, the Company's  effective fixed
borrowing rate for the Mortgage Loan is 7.82%.  The loan agreement  requires the
Company to meet certain  customary  financial ratios and covenants and generally
restricts the Company from  transferring or pledging the facility's  assets.  At
March 31,  2000,  the Company had $7.3  million  outstanding  under the Mortgage
Loan.

    In connection  with the LANSCO  acquisition,  the Company  issued the Seller
Notes to the principal selling shareholders of LANSCO in the aggregate principal
amount of $3.5 million.  The Seller Notes bear interest at 8% per annum,  mature
on November  19,  2001,  and require  semi-annual  interest  payments and annual
principal payments. The first principal payments, in the amount of $1.5 million,
are due November 19, 2000. The final principal  payments,  in the amount of $2.0
million,  are due  November  19,  2001.  The  Seller  Notes are  unsecured,  are
subordinated to all Senior Debt (as defined in the Seller Notes) of the Company,
and contain no financial ratios or covenants that must be met.

    For the three months ended March 31, 2000, the Company used net cash of $9.1
million for operating and investing  activities  which consisted of $7.5 million
used in operating activities and $1.6 million used in investing activities.  For
the three  months ended March 31,  1999,  $36.8  million of net cash was used in
operating  and  investing  activities  which  consisted  of $4.0 million used in
operating activities and $32.8 million used in investing  activities,  including
$30.9 million for acquisitions.


                                       12
<PAGE>


    Expenditures for property and equipment for the three months ended March 31,
2000 were $1.3  million.  These  expenditures  were  principally  for  operating
equipment.  For  the  three  months  ended  March  31,  1999,  $2.0  million  of
expenditures  for property and equipment  included  $852,000 for the purchase of
operating equipment,  $731,000 to implement new field and corporate  information
software and hardware  systems,  and  $438,000 for the  construction  of the new
headquarters and operating facility.

    Management  believes that cash and cash  equivalents  at March 31, 2000, net
cash  expected  to be  provided  by  operating  activities  and  borrowings,  if
necessary,  under the Company's  credit  facility will be sufficient to meet the
Company's  cash  requirements  for  operations,  expenditures  for  property and
equipment,  and debt  service  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.  There can be no assurance,  however, that any
acquisition opportunities will arise, that any acquisitions will be consummated,
or that  any  related  financing  will  be  available  when  required  on  terms
satisfactory to the Company.












                                       13
<PAGE>


                       HYDROCHEM INDUSTRIAL SERVICES, INC.
                                AND SUBSIDIARIES

                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK

    The  following  discussion  regarding  the  Company's  market risk  includes
"forward-looking"  statements  that  involve  risks  and  uncertainties.  Actual
results could differ  materially from those  projected in these  forward-looking
statements.

    The  Company is exposed to certain  market  risks  which  include  financial
instruments such as short-term  investments,  trade  receivables,  and long-term
debt.  The  adverse  effects  of  potential  changes in these  market  risks are
discussed below. The sensitivity  analyses presented do not consider the effects
that adverse changes may have on overall economic  activity nor do they consider
additional  actions  management  may take to mitigate the Company's  exposure to
these changes. The Notes to Consolidated  Financial Statements herein and in the
Company's  Annual  Report  on Form 10-K for the year  ended  December  31,  1999
provide a description of the Company's accounting policies and other information
related  to  these  financial  instruments.  The  Company  does  not  engage  in
speculative  transactions  and does not use derivative  instruments or engage in
hedging  activities,  except for the  Interest  Rate Swap which was entered into
during 1998 in connection with the Company's Mortgage Loan.

    The  Company  provides  industrial  cleaning  services  to a wide  range  of
processing industries including  petrochemical plants, oil refineries,  electric
utilities,  pulp and paper  mills,  rubber  plants,  steel  mills,  and aluminum
plants.  Management  believes the Company's  portfolio of accounts receivable is
well  diversified  and, as a result,  its credit risks are  minimal.  Management
evaluates the  creditworthiness of the Company's customers and monitors accounts
on a periodic basis,  but typically does not require  collateral.  The Company's
trade  accounts  receivable are primarily  denominated  in U.S.  dollars and are
generally  due  within  30 days.  In  general,  trade  accounts  receivable  are
collected in a timely manner,  and historically bad debts have not been material
and have been  within  management's  expectations.  Management  believes  timely
collection of trade accounts receivable minimizes associated credit risk.

    The Company places its short-term  investments,  which generally have a term
of less than 90 days,  with high  quality  financial  institutions,  limits  the
amount of credit exposure to any one institution,  and has investment guidelines
relative to  diversification  and  maturities  designed  to maintain  safety and
liquidity. As of March 31, 2000, the Company had short-term investments totaling
$2.5 million. Due to the short-term nature of these instruments,  their carrying
value approximated market value.  Management does not believe that a decrease of
1.0% from 1999 average  investment rates would have a material adverse effect on
the Company's financial position or results of operations during 2000.

    As of March 31, 2000, the Company's  outstanding long-term debt consisted of
its Senior  Subordinated  Notes, the Term Loan, the Mortgage Loan, the Revolver,
and the Seller Notes. The Senior Subordinated Notes totaled $110.0 million,  are
due on August 1, 2007, and bear interest at a fixed rate of 10 3/8%. As of March
31, 2000, their fair value was estimated to be $88.0 million.  At the same date,
the Term Loan,  the Mortgage  Loan,  the Revolver,  and the Seller Notes totaled
$30.0 million, $7.3 million, $7.5 million, and $3.5 million,  respectively,  and
approximated  their fair values.  The Term Loan and Revolver are components of a
credit  facility  which expires on December 31, 2004. The interest rates for the
credit  facility,  at the discretion of the Company,  are at Base Rate or LIBOR,
plus applicable margins.  Margins range from 0.00% to 3.00% depending upon which
interest rate option is in effect and the Company's leverage ratio as determined
quarterly.  The Mortgage Loan matures  September 30, 2006, and bears interest at
LIBOR rates plus 1.75%  adjusted  quarterly.  The Company  periodically  reviews
various   alternatives   to  protect   long-term  debt  against   interest  rate
fluctuations.  To protect the Mortgage Loan against interest rate  fluctuations,
the Company  utilizes  the Interest  Rate Swap which fixes the interest  rate at
7.82% per annum.  The Seller  Notes are due in two  installments  with the final
installment  due on  November  19,  2001,  and bear  interest  at 8% per  annum.
Management  does not  believe  that the market  risk,  estimated  as a potential
increase in fair value of these debt  instruments  resulting from a hypothetical
1.0% decrease in interest  rates,  would have a material  adverse  effect on the
Company's financial position or results of operations during 2000.

                                       14
<PAGE>


Part II.  Other Information
--------  -----------------

    Item 1.Legal Proceedings

           The  Company  has   substantially   completed   the   settlement   of
    approximately  70 lawsuits  originally  filed in the 18th Judicial  District
    Court  for  the  Parish  of  Iberville,   Louisiana   against  Georgia  Gulf
    Corporation ("Georgia Gulf"), the Company and other defendants,  which arose
    from a chemical  exposure incident at a Georgia Gulf facility in Plaquemine,
    Louisiana in September 1996. The suits covered claims by  approximately  640
    non-Company  employees present at the facility (the "Worker Plaintiffs") and
    approximately  1,400  persons  who are  related  to or live with the  Worker
    Plaintiffs.  All of the plaintiffs sought damages for alleged toxic exposure
    resulting  from this  incident.  Pursuant to a Memorandum  of  Understanding
    between  virtually all of the  plaintiffs  and each of the defendants in the
    suits, which was effective April 15, 1999, the Company's  insurance carriers
    deposited the Company's share of the settlement into escrow,  which is being
    disbursed as satisfactory  evidence of settlement with individual plaintiffs
    is received. As of March 31, 2000,  approximately 95% of the escrow had been
    disbursed.  In  addition,  by separate  agreement,  Georgia Gulf assumed the
    Company's  defense and indemnity against the claims of any plaintiff who did
    not  participate  in the  settlement,  the  claims of  approximately  twenty
    plaintiffs who were not parties to the settlement, certain additional claims
    which have been filed against the Company  since the date of the  Memorandum
    of Understanding,  and future claims which may arise in connection with this
    incident.

           All payments by the Company under these  arrangements  have been made
    by the Company's  insurance  carriers.  In addition,  because the settlement
    process is sufficiently completed,  management believes this litigation will
    not have a material  adverse affect on the Company's  financial  position or
    results of operations.

           The Company is also a defendant in a lawsuit  filed on September  20,
    1999 in the 24th  Judicial  District  Court  for the  Parish  of  Jefferson,
    Louisiana, which seeks class certification on behalf of an unknown number of
    plaintiffs who allege personal and property damages arising from the release
    of a single 330-gallon container of hydrochloric acid on a public highway in
    Kenner,  Louisiana in September  1999. The Company is being defended in this
    suit by one of its liability insurance carriers.  Although this matter is in
    its initial  stages and its outcome is  therefore  difficult to predict with
    certainty, management believes that any resolution will be within the limits
    of its applicable  insurance  coverage and will not have a material  adverse
    affect on the Company's financial position or results of operations.

    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  Statement on 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.)

                                       15
<PAGE>


               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       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.)

               10.4       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.)

               10.5       Secured  Promissory  Note dated  April 30,  1999  from
                          B. Tom  Carter, Jr. to HydroChem Holding Inc. (Exhibit
                          10.4 to the Company's Form 10-Q filed May 11, 1999, is
                          hereby  incorporated  by reference.)

               10.6       Pledge  Agreement dated April 30, 1999  between B. Tom
                          Carter, Jr. and HydroChem Holding,  Inc. (Exhibit 10.5
                          to the  Company's  Form 10-Q  filed May 11,  1999,  is
                          hereby  incorporated  by  reference.)

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

               10.8       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.)

               10.9       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.)
                                       16
<PAGE>


               10.10      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.)

               10.11      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 Boyd.  (Exhibit 10.10 to the
                          Company's  Form 10-Q filed August 10, 1999,  is hereby
                          incorporated by reference.)

               10.12      Employment  Offer  Letter  dated  June  3,  1996  from
                          HydroChem Industrial Services, Inc. to Selby F.Little,
                          III.  (Exhibit  10.6  to  the  Company's  Registration
                          Statement on Form S-4,filed August 25, 1997, is hereby
                          incorporated by reference.)

               10.13      Letter  Agreement  regarding   severance  compensation
                          dated  October 31, 1997  between HydroChem  Industrial
                          Services, Inc. and Pelham H. A. Smith.  (Exhibit  10.7
                          to the Company's Form 10-Q, filed  November 14,  1997,
                          is hereby incorporated by reference.)

               10.14      Form of  Indemnification  Agreement  entered into with
                          directors   and   officers.    (Exhibit  10.8  to  the
                          Company's   Amendment   No. 1   to   the  Registration
                          Statement  on  Form  S-4,  filed  October 3, 1997,  is
                          hereby incorporated by reference.)

               10.15      Loan agreement dated July 17, 1998  between  HydroChem
                          Industrial Services, Inc. and Bank One, Texas National
                          Association.  (Exhibit 10.15  to  the  Company's  Form
                          10-Q, filed August 14, 1998, is hereby incorporated by
                          reference.)

               10.16      Amendment No. 1  dated as of February 2, 1999  to Loan
                          Agreement  dated   July  17,  1998  between  HydroChem
                          Industrial Services, Inc. and Bank One, Texas National
                          Association. (Exhibit 10.21 to the Company's Form 10-K
                          filed  March  29,  1999,  is  hereby  incorporated  by
                          reference.)

               10.17      Extension  Agreement  dated  as  of  February 2,  1999
                          between HydroChem Industrial  Services,  Inc. and Bank
                          One,  Texas, National  Association.  (Exhibit 10.22 to
                          the  Company's  Form  10-K  filed  March  29, 1999, is
                          hereby incorporated by reference.)

               10.18      International  Swap  Dealers Association,  Inc. Master
                          Agreement  and  Schedule  dated  July 17, 1998 between
                          HydroChem  Industrial  Services,  Inc.  and  Bank One,
                          Texas,  National  Association.  (Exhibit  10.16 to the
                          Company's  Form  10-Q,  filed   August  14,  1998,  is
                          hereby incorporated by reference.)

               10.19      Credit  Agreement   dated   November  19,  1999  among
                          HydroChem Holding, Inc., HydroChem Industrial Services
                          Inc.,  various lenders and Bank of America,  N.A.,  as
                          administrative  agent.  (Exhibit 2.2 to the  Company's
                          Form   8-K   filed   December  3,   1999,   is  hereby
                          incorporated by reference.)

               10.20      First  Amendment  dated  as of  December  17, 1999  to
                          Credit  Agreement  dated   November  19,  1999   among
                          HydroChem Holding,Inc., HydroChem Industrial Services,
                          Inc.,  various lenders and Bank of America,  N.A.,  as
                          administrative agent.  (Exhibit 10.20 to the Company's
                          Form 10-K filed March 24, 2000, is hereby incorporated
                          by reference.)

               10.21      Amended  and  Restated Asset Purchase Agreement by and
                          among  HydroChem  Industrial  Services,  Inc.,  Valley
                          Systems of Ohio, Inc. and Valley Systems,  Inc.  dated
                          as  of  September  8,  1998.   (Exhibit  10.1  to  the
                          Company's  Form  8-K,   filed  January  20,  1999,  is
                          hereby incorporated by reference.)

                                       17
<PAGE>

               10.22      Stock  Purchase  Agreement  dated November 19, 1999 by
                          and  among  HydroChem  Industrial  Services,  Inc. and
                          each stockholder of Landry Service Co., Inc. including
                          Kenneth C. Landry and Charles A. Landry, Jr.  (Exhibit
                          2.1 to the  Company's Form 8-K filed December 3, 1999,
                          is hereby incorporated by reference.)

               27.1       Financial Data Schedule.  (Filed herewith.)

    (b)    Reports on Form 8-K.

           During  the  quarter  ended  March 31, 2000,  the Registrant filed  a
           report on  Form 8-K/A  dated  January 31, 2000  and  February 1, 2000
           pertaining to "Item 7 - Financial Statements and Exhibits".













                                       18
<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: May 12, 2000             By: /s/  Selby F.  Little, III
                                      ---------------------------
                                  Selby F. Little, III, Executive Vice President
                                  and Chief Financial Officer
                                  (Principal Financial and Accounting Officer)






                                  HYDROCHEM INTERNATIONAL, INC.


   Date: May 12, 2000             By: /s/ Selby F.  Little, III
                                      ---------------------------
                                  Selby F. Little, III, Executive Vice President
                                  and Chief Financial Officer
                                  (Principal Financial and Accounting Officer)




                                       19
<PAGE>



                                  EXHIBIT INDEX

        27.1   Financial Data Schedule









                                       20