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

                                   FORM 10 - Q


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

                For the quarterly period ended December 27, 1997

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from ___ to ___

                         Commission file number 33-67546

                       HARRIS CHEMICAL NORTH AMERICA, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                        48-1135402
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                    Identification Number)

                           399 Park Avenue, 32nd Floor
                            New York, New York 10022
               (Address of principal executive offices)(Zip Code)

                                 (212) 207-6400
              (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  outstanding of the  registrant's  common stock at December
27,  1997 was 1,000  shares.  All of such  shares  are owned by Harris  Chemical
Group, Inc.

This document consists of 17 sequentially numbered pages.

                                                       1


<PAGE>
<TABLE>
<CAPTION>



                                        HARRIS CHEMICAL NORTH AMERICA, INC.

                                 FORM 10-Q For the Quarter ended December 27, 1997

                                                       Index

                                                                                                 Page #

<S>               <C>                                                                               <C>
Part I            Financial Information
Item 1.           Financial Statements........................................................       3


Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations...................................................      12

Part II           Other Information

Item 1.           Legal Proceedings...........................................................      17

Item 6.           Exhibits and Reports on Form 8-K............................................      17

Signature Page................................................................................      17

</TABLE>


                                                       2


<PAGE>
<TABLE>
<CAPTION>



PART I.           FINANCIAL INFORMATION
Item 1.           Financial Statements

                                HARRIS CHEMICAL NORTH AMERICA, INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                                   (in thousands)
                                                    (Unaudited)

                                                                   December 28,       March 29,      December 27,
                                                                       1996             1997             1997
                                                                   ------------     ------------     ------------
                                          ASSETS
<S>                                                                <C>              <C>              <C>
Current assets:
  Cash and cash equivalents ....................................   $         -      $    17,076      $     1,106
  Trade accounts receivable, less allowance for doubtful
    accounts of $1,592 at December 28, 1996, $1,716 at
    March 29, 1997 and $2,542 at December 27, 1997..............       126,082          117,726          120,246
  Other receivables ............................................         8,756            9,916           10,506
  Inventories ..................................................       122,704           86,818          119,764
  Deferred income taxes ........................................         6,073            6,019            6,019
  Other ........................................................         7,611            6,938            3,347
                                                                   ------------     ------------     ------------

       Total current assets ....................................       271,226          244,493          260,988
Property, plant and equipment, net .............................       386,152          388,011          365,607
Deferred financing costs, net ..................................        25,442           25,553           22,253
Other ..........................................................         8,536            7,337            6,870
                                                                   ------------     ------------     ------------
      Total assets .............................................   $   691,356      $   665,394      $   655,718
                                                                   ============     ============     ============

     LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
  Current portion of long-term debt ............................   $     8,454      $     9,403      $    10,938
  Accounts payable .............................................        61,744           59,526           55,521
  Accrued expenses .............................................        20,796           25,259           22,244
  Accrued interest .............................................        23,482           23,250           23,580
  Accrued salaries and wages ...................................        11,529           14,613           14,976
  Income taxes payable .........................................         1,228            2,483            1,254
                                                                   ------------     ------------     ------------

     Total current liabilities .................................       127,233          134,534          128,513
Long-term debt, net of current portion .........................       810,035          774,372          805,860
Deferred income taxes ..........................................        23,900           26,417           27,171
Other noncurrent liabilities ...................................        38,469           36,502           27,770
Commitments and contingencies
Common stockholder's deficit:
  Common stock, at par .........................................             -                -                -
  Additional paid-in capital ...................................       103,441           99,941           99,941
  Cumulative translation adjustment ............................        (3,423)          (3,532)          (3,988)
  Common stockholder's receivable ..............................        (3,436)          (3,462)          (4,599)
  Accumulated deficit ..........................................      (404,863)        (399,378)        (424,950)
                                                                   ------------     ------------     ------------
      Total common stockholder's deficit .......................      (308,281)        (306,431)        (333,596)
                                                                   ------------     ------------     ------------
      Total liabilities and stockholder's deficit ..............   $   691,356      $   665,394      $   655,718
                                                                   ============     ============     ============

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

                                                        3


<PAGE>
<TABLE>
<CAPTION>



                                HARRIS CHEMICAL NORTH AMERICA, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                                   (in thousands)
                                                    (Unaudited)


                                                                 Thirteen weeks ended                  Thirty-nine weeks ended
                                                         -----------------------------------     -----------------------------------
                                                           December 28,       December 27,         December 28,       December 27,
                                                               1996               1997                 1996               1997
                                                         --------------    -----------------     ---------------    ----------------
<S>                                                      <C>               <C>                   <C>                <C>         
Net Sales.............................................   $    151,068      $     146,214         $    342,986       $    334,320
Cost of sales.........................................        104,353             95,960              260,314            243,951
                                                         -------------     --------------        -------------      -------------

Gross profit..........................................         46,715             50,254               82,672             90,369

Selling, general and administrative expenses..........         14,498             14,016               41,476             42,774
                                                         -------------     --------------        -------------      -------------

Operating income......................................         32,217             36,238               41,196             47,595

Other income (expense):
  Interest expense....................................        (24,485)           (24,456)             (67,311)           (72,225)
  Foreign currency transaction gain (loss)............           (143)            (1,289)                (749)              (862)
  Other, net .........................................          1,218              1,278                3,179              4,849
                                                         -------------     --------------        -------------      -------------


Income (loss) before taxes ...........................          8,807             11,771              (23,685)           (20,643)

Provision for income taxes ...........................          3,044              3,541                3,233              4,929
                                                         -------------     --------------        -------------      -------------

Net income (loss) ....................................   $      5,763      $       8,230         $    (26,918)      $    (25,572)
                                                         =============     ==============        =============      =============

</TABLE>



















               The accompanying notes are an integral part of the
                             financial statements.

                                                        4


<PAGE>
<TABLE>
<CAPTION>



                                HARRIS CHEMICAL NORTH AMERICA, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (in thousands)
                                                    (Unaudited)

                                                                                         Thirty-nine weeks ended
                                                                                   ----------------------------------- 
                                                                                     December 28,        December 27,
                                                                                         1996                1997
                                                                                   ---------------     ---------------
<S>                                                                                <C>                 <C>   
Cash flows from operating activities:
  Net loss ......................................................................  $     (26,918)      $     (25,572) 
  Adjustments to reconcile net loss to net cash flows from operating activities:
     Depreciation ...............................................................         41,469              41,123
     Finance fee amortization ...................................................          3,963               3,628
     Operating amortization .....................................................            457                 509
     Accreted interest ..........................................................              -               1,502
     Deferred income taxes ......................................................          1,420                 701
     Unrealized foreign currency transaction loss (gain) ........................           (220)              1,961
     Loss (gain) on disposal of property, plant and equipment ...................            545                (667)
     Other ......................................................................             40                   -
     Changes in operating assets and liabilities:
        Receivables .............................................................        (15,724)             (3,110)
        Inventories .............................................................        (19,705)            (32,947)
        Other assets ............................................................         (3,258)              3,574
        Accounts payable ........................................................         (4,557)            (17,265)
        Accrued expenses and other noncurrent liabilities .......................         (7,798)              1,103
                                                                                   --------------      --------------
            Net cash used in operating activities ...............................        (30,286)            (25,460)
                                                                                   --------------      --------------
Cash flows from investing activities:
  Capital expenditures ..........................................................        (21,200)            (17,336)
  Capitalized interest ..........................................................         (1,406)               (195)
  Proceeds from sales of property, plant and equipment ..........................            178                 839
                                                                                   --------------      --------------       
            Net cash used in investing activities ...............................        (22,428)            (16,692)
                                                                                   --------------      --------------
Cash flows from financing activities:
  Revolver borrowings ...........................................................        190,186             105,435
  Revolver payments .............................................................       (233,100)            (70,000)
  Principal payments on other long-term debt, including capital leases ..........         (5,758)             (7,710)
  Issuance of long-term debt.....................................................         75,000                   -
  Capitalized finance costs .....................................................         (5,491)               (324)
  Prepayment of deferred revenue.................................................         23,152                   -
  Other .........................................................................           (353)             (1,137)
                                                                                   --------------      --------------
            Net cash provided by financing activities ...........................         43,636              26,264
                                                                                   --------------      --------------
  Effect of exchange rate changes on cash........................................            (15)                (82)
                                                                                   --------------      --------------

            Net decrease in cash.................................................         (9,093)            (15,970)

Cash and cash equivalents, beginning of period ..................................          9,093              17,076
                                                                                   --------------      --------------
Cash and cash equivalents, end of period ........................................  $           -       $       1,106
                                                                                   ==============      ==============
Supplemental disclosure of noncash activities:
  Assets acquired under capital leases ..........................................  $       2,754       $       3,746
                                                                                   ==============      ==============

</TABLE>

               The accompanying notes are an integral part of the
                             financial statements.

                                                        5


<PAGE>




              HARRIS CHEMICAL NORTH AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation:

     The accompanying financial statements have not been audited but reflect all
normal recurring adjustments which, in the opinion of management,  are necessary
for a fair  presentation  of the  Company's  financial  position  and results of
operations for the interim periods presented. These interim financial statements
should be read in conjunction with the consolidated financial statements and the
notes  thereto for the fiscal year ("FY")  ended March 29, 1997  included in the
Company's FY 1997 Form 10-K filed with the Securities and Exchange Commission on
June 27, 1997.  The balance sheet as of December 28, 1996 is presented to assist
in understanding the impact of seasonal  fluctuations on the financial condition
of the Company.

2.   Organization and Pending Sale Transaction:

     The consolidated  financial statements include the consolidated accounts of
Harris Chemical North America, Inc. ("Harris" or "Company") and its wholly owned
subsidiaries,   consisting   principally  of  North  American  Chemical  Company
("NACC"),  NAMSCO  Inc.  ("NAMSCO")  and its  wholly  owned  subsidiaries  North
American  Salt  Company  ("NASC")  and  Sifto  Canada  Inc.  ("Sifto"),  and GSL
Corporation  ("GSL") and its wholly owned  subsidiary  Great Salt Lake  Minerals
Corporation  ("GSLMC").  Harris  and its direct and  indirect  subsidiaries  are
collectively  referred to as the "Company."  Harris is a wholly owned subsidiary
of Harris Chemical Group, Inc. ("HCG").

     Harris is a producer  and marketer of  inorganic  chemical  and  extractive
mineral  products  with  manufacturing  sites in North  America.  Its  principal
products  are  salt,  sodium-based  chemicals  including  soda  ash  and  sodium
bicarbonate,  sulfate of potash, and boron chemicals. Together, these businesses
serve a variety of markets, including agriculture, food processing, the chemical
process industry, glass manufacturing and highway de-icing.

     On December 12, 1997, HCG and IMC Global Inc. (IMC)  announced that IMC had
reached a definitive agreement with HCG to acquire all of HCG's equity for cash.
The  acquisition  by IMC,  which is  conditioned  upon the receipt of regulatory
approvals,  is expected to be completed  during  Harris' fiscal year 1998 fourth
quarter.

3.       Details of Inventories and Property, Plant and Equipment:

Inventories  are  stated  at the lower of cost or  market,  and  consist  of the
following (in thousands):

<TABLE>

                                            December 28,        March 29,         December 27,
                                                1996              1997                1997
                                          ---------------    ---------------    ---------------

<S>                                       <C>                <C>                <C>                
Finished goods .........................  $       88,964     $       54,820     $       87,572
Raw materials and supplies .............          33,740             31,998             32,192
                                          ---------------    ---------------    ---------------
     Total inventories .................  $      122,704     $       86,818     $      119,764
                                          ===============    ===============    ===============

</TABLE>


                                                        6


<PAGE>



              HARRIS CHEMICAL NORTH AMERICA, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)

Property, Plant and Equipment (in thousands):

<TABLE>
                                             December 28,        March 29,         December 27,
                                                 1996               1997               1997
                                           ---------------    ---------------    ---------------
<S>                                        <C>                <C>                <C>            
At cost .................................  $      690,133     $      702,944     $      718,328
Less accumulated depreciation
   and amortization .....................         303,981            314,933            352,721
                                           ---------------    ---------------    ---------------
     Net property, plant and equipment ..  $      386,152     $      388,011     $      365,607
                                           ===============    ===============    ===============
</TABLE>

4.       Income Taxes:

     The financial  statements for the thirty-nine weeks ended December 27, 1997
reflect an income tax  provision  of $4.9  million  arising  from a loss  before
provision for income taxes of $20.6 million. The income tax provision relates to
U.S.  alternative  minimum tax, state income taxes,  and Sifto's Canadian income
tax and Ontario mining tax.

     The Company  believes  that some  uncertainty  exists  with  respect to the
future utilization of its U.S. net operating loss carryforwards.  Therefore,  in
accordance with SFAS 109, the Company has recorded a valuation allowance against
deferred  income  tax  assets and has not  recognized  any  income tax  benefits
associated with its U.S. current year loss.

5.       Subsequent Event

     As  disclosed  in the  Company's  fiscal  year 1997 Form 10-K,  the Company
exercised its option to repurchase its port  facilities  from SDT Capital,  Inc.
("SDT") in San Diego for the  greater  of $7.0  million  or fair  market  value.
Through the lease term,  the Company has  accreted  the  difference  between the
initial  stated value of $5.5 million and the minimum  repurchase  value of $7.0
million.  On December 31, 1997, the Company  reached an agreement as to the fair
value  of  the  facilities,  $9.5  million,  and  paid  that  amount  to  SDT in
satisfaction  of its  obligations  under the lease  agreement.  The Company will
record an extraordinary loss of approximately $2.5 million in the fourth quarter
of  fiscal  1998 for the  early  extinguishment  of debt.  Because  the  Company
financed  the  aforementioned  payment  to SDT with  long-term  borrowings,  the
Company has recorded the $7.0 million  obligation on the  accompanying  December
27, 1997 consolidated balance sheet as long-term debt.

6.       Condensed Consolidating Financial Statements:

     Separate   condensed   consolidating   financial   statements   of  certain
subsidiaries  of the Company are  presented  below.  Except for Sifto,  which is
domiciled  in Canada,  all  subsidiaries  of Harris are  domiciled in the United
States. In order to present the financial  statements of Sifto  separately,  the
financial  statements of NAMSCO  present the  investment in Sifto using the cost
method.

     Separate  financial  statements  of the  subsidiaries  of Harris which have
guaranteed  Harris' and  Sifto's  outstanding  public  debt (the  "Guarantors"),
including  NACC,  North  American  Terminals,  Inc.,  NAMSCO,  NASC,  Carey Salt
Company, The Hutchinson & Northern Railway Company,  GSL, GSLMC, and White River
Nahcolite Limited Liability Co., are not included for the following reasons: (i)
pursuant  to  their  respective  guarantees,  the  Guarantors  are  jointly  and
severally  liable with respect to Harris' and Sifto's  outstanding  public debt,
(ii) the aggregate  assets,  liabilities,  earnings and equity of the Guarantors
and Sifto are  substantially  equal to the  assets,  liabilities,  earnings  and
equity of Harris on a consolidated basis and (iii) accordingly,  Harris does not
believe that separate full  financial  statements  concerning the Guarantors and
Sifto are material to investors.  Financial  statements of the  subsidiaries  of
Harris which are not Guarantors are not presented  separately as these companies
are immaterial.

                                                        7


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<CAPTION>



                             HARRIS  CHEMICAL  NORTH  AMERICA,  INC.  AND  SUBSIDIARIES
                            NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS - (Continued)
                                                     (Unaudited)

                                       CONDENSED CONSOLIDATING BALANCE SHEETS
                                                 December 28, 1996
                                                   (in thousands)

                                       NACC        GSL     NAMSCO      Sifto      HCNA    Eliminations  Consolidated
                                   ---------------------------------------------------------------------------------
<S>                                <C>        <C>        <C>        <C>        <C>        <C>           <C>         
Cash and cash equivalents .......  $       -  $       -  $       -  $       -  $   2,982  $   (2,982)   $         -
Receivables, net ................     45,971     16,244     48,680     22,630      1,313           -        134,838
Inventories .....................     45,207     18,085     42,333     19,329          -      (2,250)       122,704
Other current assets ............      9,293        385        524      2,917        565           -         13,684
Property, plant and
  equipment, net ................    217,930     41,964     64,344     61,914          -           -        386,152
Investment in Sifto .............          -          -      2,513          -          -      (2,513)             -
Other ...........................     10,203         46      2,442      2,428    387,560    (368,701)        33,978
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
Total assets ....................  $ 328,604  $  76,724  $ 160,836  $ 109,218  $ 392,420  $ (376,446)   $   691,356
                                   ========== ========== ========== ========== ========== ===========   ============
Total current liabilities .......  $  46,874  $  15,974  $  25,169  $  21,284  $  20,990  $   (3,058)   $   127,233
Long-term debt, net of
  current portion ...............     98,391      1,529     14,706    110,409    585,000           -        810,035
Other noncurrent liabilities ....     31,876     (9,641)     3,710    (29,009)    94,711     (29,278)        62,369
Total common stockholder's
  equity (deficit) ..............    151,463     68,862    117,251      6,534   (308,281)   (344,110)      (308,281)
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
Total liabilities and
  common stockholder's
  equity (deficit) ..............  $ 328,604  $  76,724  $ 160,836  $ 109,218  $ 392,420  $ (376,446)   $   691,356
                                   ========== ========== ========== ========== ========== ===========   ============


                                       CONDENSED CONSOLIDATING BALANCE SHEETS
                                                 December 27, 1997
                                                   (in thousands)

                                       NACC        GSL     NAMSCO      Sifto       HCNA   Eliminations  Consolidated
                                   ---------------------------------------------------------------------------------
Cash and cash equivalents .......  $       -  $       -  $       -  $       -  $   1,106  $        -    $     1,106
Receivables, net ................     51,509     12,215     44,850     20,517      1,661           -        130,752
Inventories .....................     36,219     24,074     42,711     16,225          -         535        119,764
Other current assets ............      6,988         60        327      1,775        216           -          9,366
Property, plant and
  equipment, net ................    197,313     46,599     63,387     58,308          -           -        365,607
Investment in Sifto .............          -          -      2,513          -          -      (2,513)             -
Other ...........................      9,696         52      1,853      1,827    436,350    (420,655)        29,123
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------

Total assets ....................  $ 301,725  $  83,000  $ 155,641  $  98,652  $ 439,333  $ (422,633)   $   655,718
                                   ========== ========== ========== ========== ========== ===========   ============
Total current liabilities .......  $  51,236  $  12,192  $  24,879  $  18,546  $  21,660  $        -    $   128,513
Long-term debt, net of
  current portion ...............     91,553      2,530     13,660    113,117    585,000           -        805,860
Other noncurrent liabilities ....      6,983    (11,204)   (16,951)   (45,872)   166,269     (44,284)        54,941
Total common stockholder's
  equity (deficit) ..............    151,953     79,482    134,053     12,861   (333,596)   (378,349)      (333,596)
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
Total liabilities and
  common stockholder's
  equity (deficit) ..............  $ 301,725  $  83,000  $ 155,641  $  98,652  $ 439,333  $ (422,633)   $   655,718
                                   ========== ========== ========== ========== ========== ===========   ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                             HARRIS  CHEMICAL  NORTH  AMERICA,  INC.  AND  SUBSIDIARIES
                            NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS - (Continued)
                                                     (Unaudited)

                                  CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                 For the Thirty-nine Weeks Ended December 28, 1996
                                                   (in thousands)


                                      NACC        GSL      NAMSCO     Sifto        HCNA   Eliminations  Consolidated
                                   ----------------------------------------------------------------------------------
<S>                                <C>        <C>        <C>        <C>        <C>        <C>           <C>
Net sales .......................  $ 152,022  $  56,632  $ 101,658  $  67,503  $       -  $  (34,829)   $   342,986
Cost of sales ...................    129,274     47,769     69,836     46,681          -     (33,246)       260,314
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
  Gross profit ..................     22,748      8,863     31,822     20,822          -      (1,583)        82,672
Selling, general and
  administrative expenses .......     12,726      4,134     12,323      9,771      2,522           -         41,476
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
  Operating income (loss) .......     10,022      4,729     19,499     11,051     (2,522)     (1,583)        41,196
Interest expense ................     (6,423)      (191)      (420)    (7,910)   (52,367)          -        (67,311)
Other income (expense) ..........      4,000      4,838     (5,592)      (816)    27,971     (27,971)         2,430
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
   Income (loss) before
   provision for income
   taxes ........................      7,599      9,376     13,487      2,325    (26,918)    (29,554)       (23,685)
Provision (benefit) for
   income taxes .................          -      3,213      4,989      2,558          -      (7,527)         3,233
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------

   Net income (loss) ............  $   7,599  $   6,163  $   8,498  $    (233) $ (26,918) $  (22,027)   $   (26,918)
                                   ========== ========== ========== ========== ========== ===========   ============


                                  CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                 For the Thirty-nine Weeks Ended December 27, 1997
                                                   (in thousands)


                                      NACC        GSL      NAMSCO     Sifto        HCNA   Eliminations  Consolidated
                                   ---------------------------------------------------------------------------------
Net sales .......................  $ 153,508  $  45,537  $  96,039  $  64,172  $       -  $  (24,936)   $   334,320
Cost of sales ...................    125,483     35,960     64,705     43,894          -     (26,091)       243,951
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
  Gross profit ..................     28,025      9,577     31,334     20,278          -       1,155         90,369
Selling, general and
   administrative expenses ......     13,077      5,041     14,221      9,045      1,390           -         42,774
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------

   Operating income (loss) ......     14,948      4,536     17,113     11,233     (1,390)      1,155         47,595
Interest expense ................    (13,569)      (237)      (600)    (7,515)   (50,304)          -        (72,225)
Other income (expense) ..........      5,131      4,846     (5,157)      (967)    26,590     (26,456)         3,987
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
   Income (loss) before
   provision for income
   taxes ........................      6,510      9,145     11,356      2,751    (25,104)    (25,301)       (20,643)
Provision (benefit) for
   income taxes .................         56      2,782      4,210      3,919        468      (6,506)         4,929
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
   Net income (loss) ............  $   6,454  $   6,363  $   7,146  $  (1,168) $ (25,572) $  (18,795)   $   (25,572)
                                   ========== ========== ========== ========== ========== ===========   ============

</TABLE>

                                                        8


<PAGE>
<TABLE>
<CAPTION>



                                HARRIS CHEMICAL NORTH AMERICA, INC. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                                    (Unaudited)

                                  CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                 For the Thirty-nine Weeks Ended December 28, 1996
                                                   (in thousands)


                                      NACC        GSL       NAMSCO    Sifto       HCNA    Eliminations  Consolidated
                                   ----------------------------------------------------------------------------------
<S>                                <C>        <C>        <C>        <C>        <C>        <C>           <C> 
Net cash provided by (used
   in) operating activities .....  $  23,542  $  16,258  $ (14,061) $   1,985  $ (29,392) $  (28,618)   $   (30,286)
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
Cash flows from investing:
   Capital expenditures .........     (6,273)    (4,506)    (7,484)    (2,937)         -           -        (21,200)
   Capitalized interest .........     (1,406)         -          -          -          -           -         (1,406)
   Proceeds from sales ..........         22          -        156          -          -           -            178
   Other ........................          -          -          -          -    (27,891)     27,891              -
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
Net cash provided by (used
   in) investing activities .....     (7,657)    (4,506)    (7,328)    (2,937)   (27,891)     27,891        (22,428)
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
Cash flows from financing:
   Gross borrowings .............     99,986     21,995     92,502     50,703          -           -        265,186
   Gross repayments .............    (46,804)   (29,519)  (120,591)   (41,944)         -           -       (238,858)
   Other ........................    (69,067)    (4,228)    49,478    (16,885)    57,854         156         17,308
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
Net cash provided by (used
   in) financing activities .....    (15,885)   (11,752)    21,389     (8,126)    57,854         156         43,636
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
Effect of exchange rate
   changes on cash ..............          -          -          -        (15)         -           -            (15)
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
Net increase (decrease) in
   cash and cash equivalents ....          -          -          -     (9,093)       571        (571)        (9,093)
Cash and cash equivalents:
   Beginning of period ..........          -          -          -      9,093      2,411      (2,411)         9,093
                                   ---------- ---------- ---------- ---------- ---------- -----------   ------------
   End of period ................  $       -  $       -  $       -  $       -  $   2,982  $   (2,982)   $         -
                                   ========== ========== ========== ========== ========== ===========   ============

</TABLE>


















                                                        9


<PAGE>
<TABLE>
<CAPTION>



                                HARRIS CHEMICAL NORTH AMERICA, INC. AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                                    (Unaudited)

                                  CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                 For the Thirty-nine Weeks Ended December 27, 1997
                                                   (in thousands)


                                      NACC       GSL       NAMSCO     Sifto       HCNA    Eliminations  Consolidated
                                   ----------------------------------------------------------------------------------
<S>                                <C>        <C>        <C>        <C>        <C>        <C>           <C>
Net cash provided by (used
   in) operating activities .....  $  24,380  $  15,435  $ (15,381) $   3,633  $ (27,071) $  (26,456)   $  (25,460)
                                   ---------- ---------- ---------- ---------- ---------- -----------   -----------
Cash flows from investing:
   Capital expenditures .........     (4,011)    (6,801)    (3,301)    (3,223)         -           -       (17,336)
   Capitalized interest .........       (195)         -          -          -          -           -          (195)
   Proceeds from sales ..........        836          -          1          2          -           -           839
   Other ........................          -          -          -          -    (26,000)     26,000             -
                                   ---------- ---------- ---------- ---------- ---------- -----------   -----------
Net cash provided by (used
   in) investing activities .....     (3,370)    (6,801)    (3,300)     3,221    (26,000)     26,000       (16,692)
                                   ---------- ---------- ---------- ---------- ---------- -----------   -----------

Cash flows from financing:
   Gross borrowings .............     48,000      5,000     41,000     11,435          -           -       105,435
   Gross repayments .............    (40,430)    (5,316)   (30,912)    (1,052)         -           -       (77,710)
   Other ........................    (28,580)    (8,318)    12,573    (16,274)    38,682         456        (1,461)
                                   ---------- ---------- ---------- ---------- ---------- -----------   -----------
Net cash provided by (used
   in) financing activities .....    (21,010)    (8,634)    22,661     (5,891)    38,682         456        26,264
                                   ---------- ---------- ---------- ---------- ---------- -----------   -----------
Effect of exchange rate
   changes on cash ..............          -          -          -        (82)         -           -           (82)
                                   ---------- ---------- ---------- ---------- ---------- -----------   -----------
Net increase (decrease) in
   cash and cash equivalents ....          -          -      3,980     (5,561)   (14,389)          -        15,970)
Cash and cash equivalents:
   Beginning of period ..........          -          -     (3,980)     5,561     15,495           -        17,076
                                   ---------- ---------- ---------- ---------- ---------- -----------   -----------
   End of period ................  $       -  $       -  $       -  $       -  $   1,106  $        -    $    1,106
                                   ========== ========== ========== ========== ========== ===========   ===========

</TABLE>

                                                        10


<PAGE>



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

     The following  table sets forth the Company's net sales by product line for
the thirteen and  thirty-nine  week periods ended December 27, 1997 and December
28, 1996.

<TABLE>
                                                     Net Sales by Product Line
                                     Thirteen Weeks Ended               Thirty-nine Weeks Ended
                                -------------------------------     -------------------------------
                                 Dec. 28, 1996   Dec. 27, 1997       Dec. 28, 1996   Dec. 27, 1997
                                --------------- ---------------     --------------- ---------------

<S>                             <C>             <C>                 <C>             <C>     
Salt..........................  $     72,124    $     73,737        $    142,552    $    138,723
Soda Products.................        31,179          34,430              90,667          95,963
Boron Chemicals...............        14,417          17,313              46,374          50,927
Specialty Potash Fertilizers..        23,484          16,086              47,017          37,726
Other.........................         9,864           4,648              16,376          10,981
                                --------------- ---------------     --------------- ---------------

   Total......................  $    151,068    $    146,214        $    342,986    $    334,320
                                =============== ===============     =============== ===============
</TABLE>

Thirteen  Weeks Ended  December  27, 1997  Compared  With  Thirteen  Weeks Ended
December 28, 1996

     Net sales for the thirteen weeks ended December 27, 1997 ("Third Quarter FY
1998") were $146.2  million  compared to $151.1  million for the thirteen  weeks
ended December 28, 1996 ("Third Quarter FY 1997"), a decrease of 3.2%.

     The $1.6 million increase in salt sales was primarily the result of overall
favorable  pricing,  which  increased  sales  approximately  $2.4  million  when
compared to the year earlier period.  Additionally,  the  highway/chemical  salt
segment  experienced a $2.1 million favorable volume variance as compared to the
prior year  period due to winter  weather  and the  related  customer  inventory
restocking.  Partially  offsetting  these favorable  variances was a decrease in
sales of the  general  trade  segment as a result of the  exclusive  distributor
program  introduced  this year.  The almost 12% decline in general trade segment
volumes reduced sales by approximately $2.9 million.

     The $3.3 million increase in net sales from soda products (soda ash, sodium
sulfate and sodium  bicarbonate)  in the Third  Quarter FY 1998 when compared to
the prior year  period was due to an  increase  in the sales of soda ash,  while
sodium sulfate and sodium  bicarbonate sales were relatively flat. Sales volumes
for soda ash increased by approximately  17%. The average price for soda ash was
down  slightly from the Third  Quarter FY 1997.  The  increased  volumes are the
result of the timing of export sales of the Company's products.

     The $2.9 million increase in net sales from boron chemicals is due to a 26%
increase in sales volumes  during the Third Quarter FY 1998 period when compared
to the  prior  year  period.  The  increased  sales  volumes  are the  result of
increased  production of these  products at the Company's  facilities in Searles
Valley.  Although  the  average  sales  prices  for most of the boron  chemicals
increased compared to the prior year period, the Company experienced a change in
product  mix  which  negatively  impacted  the  average  sales  price  of  boron
chemicals.

     Specialty  potash  fertilizer  net  sales  in the  Third  Quarter  FY  1998
decreased  $7.4  million,  or 32%,  compared to the Third  Quarter FY 1997.  The
decline in sales was a result of a 41% decrease in tons sold,  partially  offset
by a 16% increase in the average sales price.  Domestic  volumes remained strong
in the  quarter,  while the timing of export  sales has lagged  behind the prior
year volumes.


                                                        11


<PAGE>




     Cost of sales in the Third  Quarter  FY 1998 and Third  Quarter FY 1997 was
65.6%  and  69.1% of  sales,  respectively.  The  improvement  in  gross  margin
percentage  from prior year is  attributable  to  continued  efficiencies  being
experienced in the soda products and boron businesses from the implementation of
cost  reduction  strategies  and capital  projects which have resulted in higher
levels of production at lower average costs. Additionally,  gross margin for the
salt  business  improved  over the prior  year  period,  primarily  due to lower
freight and operating  costs.  These factors were partially offset by higher raw
material costs in the specialty potash fertilizer  business  resulting from this
year's poor summer solar evaporation season.

     Selling,  general and  administrative  expenses were relatively  unchanged,
decreasing $0.5 million Third Quarter FY 1998 compared to Third Quarter FY 1997.
As a percentage of sales,  these expenses totaled 9.6% for both Third Quarter FY
1998 and Third Quarter FY 1997.

     Interest  expense was  relatively  unchanged  for the Third Quarter FY 1998
period as compared to the prior year period.

     An exchange  loss of $1.3 million was recorded in the Third Quarter FY 1998
period,    primarily    relating   to   the   translation   of   United   States
dollar-denominated  debt of Sifto  into  Canadian  dollars,  compared  to a $0.1
million loss in the Third Quarter FY 1997 period. No other significant  exchange
gains or losses were recorded during the period.

     Other income principally  consists of ground lease and maintenance  income,
and gains and losses on disposal of property, plant and equipment.  Other income
was $0.1 million  higher in the Third  Quarter FY 1998 than the Third Quarter FY
1997.

     A provision  for income  taxes of $3.5  million  was  recorded in the Third
Quarter FY 1998,  $0.5 million more than in the Third Quarter FY 1997,  relating
to U.S. alternative minimum tax, state income taxes, and Sifto's Canadian income
tax and Ontario mining tax. Income tax benefits  associated with the U.S. losses
have not been recognized as future realization is uncertain.

Thirty-nine Weeks Ended December 27, 1997 Compared With Thirty-nine Weeks Ended
December 28, 1996

     Net sales for the thirty-nine  weeks ended December 27, 1997("YTD FY 1997")
were  $334.3  million,  down  2.5%  from the  $343.0  million  recorded  for the
thirty-nine weeks ended December 28, 1996 ("YTD FY 1997").

     Salt sales declined $3.8 million  primarily due to the  introduction of the
exclusive  distributor  program in the general trade segment.  An 11% decline in
YTD FY 1998 general trade segment volumes,  compared to the prior year, resulted
in a $8.5 million decline in sales.  The  highway/chemical  segment volumes were
approximately  3% higher than the YTD FY 1997 period resulting in a $2.2 million
increase  in  sales.  Overall,  salt  pricing  was  approximately  $2.5  million
favorable to the year earlier period.

     Sales of soda products  increased  $5.3 million to $96.0 million in the YTD
FY 1998 period as compared to the YTD FY 1997  period.  Most of the increase was
due to a $3.4  million  and $1.8  million  increase in the sales of soda ash and
sodium sulfate,  respectively.  The soda ash increase was due to an 11% increase
in volumes  sold  partially  offset by lower  prices  while the  sodium  sulfate
increase was due to a 21% increase in the average sales price  partially  offset
by 4%  lower  volumes.  Sodium  sulfate,  which  is  used  as an  ingredient  in
detergents, among other things, experienced a price increase late in FY 1997 due
to the strong demand for this product. Sales of sodium bicarbonate in the YTD FY
1998 period were substantially unchanged from the prior year period.

                                                        12


<PAGE>




     Boron  chemical  sales in the YTD FY 1998 period were $4.6  million  higher
than in the prior period in FY 1997.  The primary  factor  increasing  sales was
increased  sales volumes  during the YTD FY 1998 period as compared to the prior
year.  The 7%  increase in volumes  sold has  resulted  in an  approximate  $4.2
million  increase  in sales.  The  increased  sales  volumes  are the  result of
increased  production of these  products at the Company's  facilities in Searles
Valley.

     Specialty potash fertilizer net sales were down $9.3 million for the YTD FY
1998 period as compared to prior year, due to a 28% decline in volumes. This was
partially offset by an 11%, or $16 per ton, increase in the average sales price.
The decline in volumes are primarily due to the timing of export sales in YTD FY
1998 and YTD FY 1997, as well as the depletion of the remaining  inventory  from
the Searles Valley facilities in California.  Production of the specialty potash
fertilizer was  terminated in Searles  Valley upon  completion of the Long Range
Process Plan in FY 1997.

     Cost of sales in YTD FY 1998 and YTD FY 1997 was  73.0% and 75.9% of sales,
respectively.  The  improvement in gross margin  percentage  from the prior year
period  is  attributable  to  continued  efficiencies  being  gained in the soda
products  and  boron  businesses  from  the  implementation  of  cost  reduction
strategies  and the positive  impact of capital  projects which have resulted in
higher levels of production at lower average costs, and an increase in the gross
margin percentage in the general trade salt segment due to the implementation of
an exclusive distributor program.

     Selling,  general and  administrative  expenses  for the YTD FY 1998 period
were $42.8 million,  or 12.8% of net sales,  compared to $41.5 million, or 12.1%
of net  sales,  in the YTD FY  1997  period.  The  increase,  which  principally
occurred in the first quarter, relates to higher professional fees.

     Interest  expense  increased  $4.9  million  for the YTD FY 1998  period as
compared to the prior year  period in FY 1997.  The  increase  was due to higher
interest  costs for the Argus  utilities  debt  which  originated  in the Second
Quarter FY 1997, lower  capitalized  interest on construction in process of $0.2
million YTD FY 1998  compared to $1.4  million YTD FY 1997,  and $1.5 million of
accreted interest on the San Diego Terminal lease obligation for the YTD FY 1998
period (see Note 5).

     An exchange  loss of $0.9  million was  recorded in the YTD FY 1998 period,
primarily relating to the translation of United States  dollar-denominated  debt
of Sifto into  Canadian  dollars,  compared to a $0.7 million loss in the YTD FY
1997 period. No other significant  exchange gains or losses were recorded during
the period.

      Other income was $1.7 million higher in the YTD FY 1998 period compared to
the  prior  year,  primarily  due to the  second  quarter  sale of land near the
Searles  Valley  facility  in  California  for a gain  of  $0.8  million.  Other
miscellaneous expenses were also lower in the YTD FY 1998 period.

     A provision  for income  taxes of $4.9  million was  recorded in the YTD FY
1998 period, $1.7 million more than in the YTD FY 1997 period,  relating to U.S.
alternative minimum tax, state income taxes, and Sifto's Canadian income tax and
Ontario mining tax. Income tax benefits associated with the U.S. losses have not
been recognized as future realization is uncertain.








                                                        13


<PAGE>



Liquidity, Capital Resources and Financial Condition

Seasonality and Cash Flows

     The Company's combined accounts receivable and inventory levels have varied
by as much as $60.0 million during a fiscal year.  Generally,  during the second
and third fiscal  quarters  highway  deicing salt  inventories  are increased in
preparation  for the winter  season.  The  harvesting  of the solar ponds at the
Ogden  facility  also  takes  place in the third  fiscal  quarter  adding to the
specialty potash fertilizer  inventory  levels.  Inventories then decline in the
fourth fiscal quarter.  Accounts receivable increase during the third and fourth
fiscal quarters as highway salt sales and specialty potash fertilizer sales peak
during this period. Cash requirements rapidly decline near the end of the fourth
fiscal  quarter  and the early part of the next  fiscal  year  first  quarter as
accounts  receivable are converted  into cash.  Sales of soda products and boron
chemicals are, for the most part, not as cyclical.

     YTD FY  1998  operating  activities  utilized  $25.5  million  in net  cash
compared to $30.3 million  utilized in the YTD FY 1997 period. A heavier buildup
of inventories YTD FY 1998 versus YTD FY 1997 used $13.2 million more cash. This
was almost entirely offset by higher collections from accounts receivable YTD FY
1998  versus  YTD FY 1997,  due to higher  sales and  receivables  in the fourth
fiscal  quarter of 1997 than in the fourth fiscal  quarter of 1996 combined with
lower sales and  receivables  in Third  Quarter FY 1998 versus Third  Quarter FY
1997.  Accounts  payable and accrued expenses used $3.8 million more cash in YTD
FY 1998 than in prior year due to the timing of payments.

     YTD FY 1998 investing  activities  used $16.7 million of cash compared to a
use of $22.4  million in the YTD FY 1997 period.  This decrease is the result of
lower  capital  spending  (including  capitalized  interest on  construction  in
progress) in YTD FY 1998 as compared to the same period in FY 1997.

     YTD FY 1998 financing activities provided cash of $26.3 million compared to
$43.6  million  in the FY 1997  period.  The  primary  difference  is lower  net
borrowings on the revolver (and net of a sale-leaseback  arrangement in FY 1997)
due to the larger  available  cash balance which existed at the beginning of the
1998 fiscal year as compared to the beginning of the 1997 fiscal year.

     As  disclosed  in the  Company's  fiscal  year 1997 Form 10-K,  the Company
exercised its option to repurchase its port  facilities  from SDT Capital,  Inc.
("SDT") in San Diego for the  greater  of $7.0  million  or fair  market  value.
Through the lease term the  Company  has  accreted  the  difference  between the
initial  stated value of $5.5 million and the minimum  repurchase  value of $7.0
million.  On December 31, 1997, the Company  reached an agreement as to the fair
value  of  the  facilities,  $9.5  million,  and  paid  that  amount  to  SDT in
satisfaction of its obligations under the agreement.  The Company will record an
extraordinary loss of approximately $2.5 million in the fourth quarter of fiscal
1998 for the early extinguishment of debt.

     The  Company  has issued two series of senior  notes and Sifto has issued a
series of senior  notes,  in  amounts of $250  million,  $335  million  and $100
million,  respectively,  with stated interest rates of 10.25%,  10.75% and 8.5%,
respectively.  None of these senior notes are due in the upcoming year, with the
earliest due date being July 15, 2000,  for the $100  million  Sifto notes.  The
$250 million  notes and the $335 million  notes are  redeemable at the Company's
option beginning  October 15, 1998, with stipulated  early redemption  premiums.
The pending sale of the Company's  parent,  Harris  Chemical  Group,  Inc., will
result in a change of control  for  purposes  of the  Indentures  governing  the
outstanding  notes,  and will  result in the Company  being  required to make an
offer to the holders of the notes, within 60 days after the closing of the sale,
to  repurchase  any and all notes at a purchase  price of 101% of the  principal
amount thereof, plus accrued interest.

                                                        14


<PAGE>



     As of December 27, 1997,  the majority of the current  portion of long-term
debt is comprised of the current portion of capital  leases.  As of December 27,
1997,  the Company had $59.6 million of available  borrowing  capacity under its
revolving credit  agreements (after  considering the subsequent  payment of cash
for the SDT port facilities) and $1.1 million of cash. The Company believes that
internal cash generated from operations plus liquidity provided by its revolving
credit  facilities  will be adequate to meet the Company's  anticipated  working
capital needs for the next year.

     The Company has export sales of various  products,  including  soda ash and
boron  chemicals.  A significant  portion of these sales are to the Asia-Pacific
rim and Latin  America  through a  third-party  exporter  (ANSAC) for the United
States soda ash  industry.  In fiscal year 1997 and YTD FY 1998,  the  Company's
export  sales to ANSAC  have  totaled  approximately  $36.5  million  and  $33.3
million,  respectively (or approximately 7% and 10%, respectively,  of total net
sales). Based on the recent adverse financial  developments being experienced in
the  Asia-Pacific  rim, ANSAC believes its ability to continue its recent growth
rates in the region may be slowed in the near term.  At this time,  the  Company
does not know what impact,  if any,  reduced ANSAC sales to the Asia-Pacific rim
may have on the soda products business.

Environmental Matters

     Due to the nature of the Company's  business,  it must continually  monitor
compliance with all applicable  environmental laws and regulations.  At December
27, 1997, the Company had recorded $5.8 million of current  liabilities and $5.5
million  of  non-current  liabilities  to reflect  the  estimated  future  costs
associated with environmental matters.  Environmental costs, other than those of
a capital nature,  are accrued at the time the exposure  becomes known and costs
can reasonably be estimated.  Management  believes that the outcome of presently
known environmental contingencies will not have a material adverse effect on the
operations, financial condition or liquidity of the Company.

Seasonality and Quarterly Financial Data (Unaudited)

     The Company experiences a substantial amount of seasonality in sales of its
various products. The result of this seasonality is that net sales and operating
income are generally higher in the third and fourth fiscal quarters and lower in
the first and second fiscal quarters of each fiscal year.

     Sales of  highway  deicing  salt in  particular,  are  seasonal  in nature,
varying with the winter conditions in areas where the product is used. Following
industry practice, the Company and its customers stockpile sufficient quantities
of ice  control  salt in the  first  three  fiscal  quarters  to meet  estimated
requirements  for the  winter  season.  Soda ash  sales to the  glass  container
industry  tend  to be  somewhat  seasonal  due to  stronger  summer  demand  for
beverages packaged in glass bottles.  Most of the Company's specialty fertilizer
potash fertilizer sales are made between December and March in order to meet the
spring planting season requirements.












                                                        15


<PAGE>


                  The table below  reflects  the  seasonality  of the  Company's
business by fiscal quarter.

<TABLE>

                                                     Fiscal 1997                                          Fiscal 1998
                                 ---------------------------------------------------      ------------------------------------------
                                     1st          2nd          3rd          4th                1st            2nd            3rd
                                     ---          ---          ---          ---                ---            ---            ---
                                                                                (in thousands)
<S>                                 <C>         <C>          <C>          <C>                  <C>           <C>         <C>
Operating Data:
   Net sales .....................  $99,581     $92,337      $151,068     $165,636             $93,199       $94,907     $ 146,214
   Gross profit ..................   18,103      17,854        46,715       51,813              17,192        22,923        50,254
   Operating income ..............    4,138       4,841        32,217       35,781               1,685         9,672        36,238
   Interest expense ..............   20,533      22,293        24,485       24,614              23,660        24,109        24,456
   Net income (loss) .............  (15,092)    (17,589)        5,763        5,485             (20,245)      (13,557)        8,230
Sales by Product:
   Salt ..........................   35,287      35,141        72,124       93,347              31,021        33,965        73,737
   Soda products .................   31,186      28,302        31,179       29,133              31,333        30,200        34,430
   Boron chemicals ...............   17,214      14,743        14,417       16,677              16,109        17,505        17,313
   Specialty potash fertilizers ..   12,465      11,068        23,484       24,530              11,587        10,053        16,086
   Other .........................    3,429       3,083         9,864        1,949               3,149         3,184         4,648
</TABLE>



PART II.              OTHER INFORMATION

Item 1.                        Legal  Proceedings

      None

Item 6.                        Exhibits and Reports on Form 8-K

(a) All exhibits  otherwise required in connection with this quarterly report on
Form 10-Q have heretofore been filed with the Securities and Exchange Commission
except as follows:

     None

(b)  Reports on Form 8-K

     A report on Form 8-K dated  December 16, 1997,  was filed  reporting on the
Company's parent,  Harris Chemical Group, Inc.,  reporting on the execution of a
definitive Agreement and Plan of Merger with IMC Global Inc.

SIGNATURE

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

                                            Harris Chemical North America, Inc.
                                            (Registrant)


     February 10, 1998                      /s/  Emanuel J. Di Teresi
                                            ---------------------------------
                                                 Emanuel J. Di Teresi
                                              Senior Vice President and
                                               Chief Financial Officer
                                              (Chief Accounting Officer)


                                                        16


<PAGE>