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 September 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 September
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 September 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...........................................................      16

Item 6.           Exhibits and Reports on Form 8-K............................................      16

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)

                                                                   September 28,         March 29,       September 27,
                                                                       1996                1997              1997
                                                                   -------------      -------------      -------------
                                          ASSETS
<S>                                                                <C>                <C>                <C>   
Current assets:
  Cash and cash equivalents ....................................   $        -         $     17,076       $      2,017
  Trade accounts receivable, less allowance for doubtful
    accounts of $1,545 at September 28, 1996, $1,716 at
    March 29, 1997 and $2,336 at September 27, 1997.............         74,720            117,726             77,816
  Other receivables ............................................          7,324              9,916              9,815
  Inventories ..................................................        132,367             86,818            120,053
  Deferred income taxes ........................................          6,127              6,019              6,019
  Other ........................................................         10,051              6,938              6,888
                                                                   -------------      -------------      -------------
       Total current assets ....................................        230,589            244,493            222,608

 Property, plant and equipment, net ............................        390,064            388,011            374,936
 Deferred financing costs, net .................................         25,934             25,553             23,454
 Other .........................................................          8,585              7,337              6,926
                                                                   -------------      -------------      -------------
       Total assets ............................................   $    655,172       $    665,394       $    627,924
                                                                   =============      =============      =============

      LIABILITIES AND STOCKHOLDER'S DEFICIT
 Current liabilities:
   Current portion of long-term debt ...........................   $      7,157       $      9,403       $     15,347
   Accounts payable ............................................         51,473             59,526             49,965
   Accrued expenses ............................................         21,707             25,259             20,316
   Accrued interest ............................................         24,039             23,250             23,812
   Accrued salaries and wages ..................................         10,834             14,613             13,260
   Income taxes payable ........................................          1,595              2,483                661
                                                                   -------------      -------------      -------------
       Total current liabilities ...............................        116,805            134,534            123,361

 Long-term debt, net of current portion ........................        814,577            774,372            786,159
 Deferred income taxes .........................................         21,430             26,417             25,763
 Other noncurrent liabilities ..................................         16,065             36,502             33,500
 Commitments and contingencies
 Common stockholder's deficit:
   Common stock, at par ........................................            -                  -                  -
   Additional paid-in capital ..................................        103,441             99,941             99,941
   Cumulative translation adjustment ...........................         (3,352)            (3,532)            (3,550)
   Common stockholder's receivable .............................         (3,168)            (3,462)            (4,070)
   Accumulated deficit .........................................       (410,626)          (399,378)          (433,180)
                                                                   -------------      -------------      -------------
       Total common stockholder's deficit ......................       (313,705)          (306,431)          (340,859)
                                                                   -------------      -------------      -------------
       Total liabilities and stockholder's deficit .............   $    655,172       $    665,394       $    627,924
                                                                   =============      =============      =============
</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                 Twenty-six weeks ended
                                                        -------------------------------------  ------------------------------------
                                                          September 28,       September 27,      September 28,       September 27,
                                                              1996                1997               1996                1997
                                                        -----------------   -----------------  -----------------   ----------------
<S>                                                     <C>                 <C>                <C>                 <C>             
 Net Sales...........................................   $        92,337     $        94,907    $       191,918     $       188,106
 Cost of sales.......................................            74,483              71,984            155,961             147,991
                                                        -----------------   -----------------  -----------------   ----------------

 Gross profit........................................            17,854              22,923             35,957              40,115

 Selling, general and administrative expenses........            13,013              13,251             26,978              28,758
                                                        -----------------   -----------------  -----------------   ----------------

 Operating income....................................             4,841               9,672              8,979              11,357

 Other income (expense):
   Interest expense..................................           (22,293)            (24,109)           (42,826)            (47,769)
   Foreign currency transaction gain (loss)..........              (575)                146               (606)                427
   Other, net .......................................               696               2,063              1,961               3,571
                                                        -----------------   -----------------  -----------------   ----------------

   Loss before taxes ................................           (17,331)            (12,228)           (32,492)            (32,414)

 Provision for income taxes .........................               258               1,329                189               1,388
                                                        -----------------   -----------------  -----------------   ----------------

 Net loss ...........................................   $       (17,589)    $       (13,557)   $       (32,681)    $       (33,802)
                                                        =================   =================  =================   ================

</TABLE>




















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

                                                        4


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<TABLE>
<CAPTION>



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

                                                                                         Twenty-six weeks ended
                                                                                   ----------------------------------
                                                                                    September 28,      September 27,
                                                                                        1996               1997
                                                                                   ---------------    ---------------

<S>                                                                                <C>                <C>          
Cash flows from operating activities:                                                           
   Net loss .....................................................................  $     (32,681)     $     (33,802)
   Adjustments to reconcile net loss to net cash flows from operating activities:
      Depreciation ..............................................................         28,826             27,396
      Finance fee amortization ..................................................          2,542              2,397
      Operating amortization ....................................................            375                336
      Accreted interest .........................................................            -                1,001
      Deferred income taxes .....................................................         (1,043)            (2,044)
      Unrealized foreign currency transaction loss (gain) .......................           (346)               (44)
      Loss (gain) on disposal of property, plant and equipment ..................            508               (743)
      Changes in operating assets and liabilities:
         Receivables ............................................................         37,070             39,889
         Inventories ............................................................        (29,368)           (33,238)
         Other assets ...........................................................         (5,707)               127
         Accounts payable .......................................................        (14,828)            (9,561)
         Accrued expenses and other noncurrent liabilities ......................         (3,161)            (9,122)
                                                                                   ---------------    ---------------
             Net cash used in operating activities ..............................        (17,813)           (17,408)
                                                                                   ---------------    ---------------
 Cash flows from investing activities:
   Capital expenditures .........................................................        (13,131)           (12,529)
   Capitalized interest .........................................................         (1,417)              (138)
   Proceeds from sales of property, plant and equipment .........................            161                797
                                                                                   ---------------    ---------------
             Net cash used in investing activities ..............................        (14,387)           (11,870)
                                                                                   ---------------    ---------------
 Cash flows from financing activities:
   Revolver borrowings ..........................................................        136,241             51,000
   Revolver payments ............................................................       (179,350)           (30,500)
   Principal payments on other long-term debt, including capital leases .........         (4,052)            (5,454)
   Issuance of long-term debt....................................................         75,000                -
   Capitalized finance costs ....................................................         (4,655)              (253)
   Other ........................................................................            (85)              (608)
                                                                                   ---------------    ---------------
             Net cash provided by financing activities ..........................         23,099             14,185
                                                                                   ---------------    ---------------
 Effect of exchange rate changes on cash ........................................              8                 34
                                                                                   ---------------    ---------------
             Net change in cash .................................................         (9,093)           (15,059)
 Cash and cash equivalents, beginning of period .................................          9,093             17,076
                                                                                   ---------------    ---------------
 Cash and cash equivalents, end of period .......................................  $         -        $       2,017
                                                                                   ===============    =============== 
 Supplemental disclosure of noncash activities:                                                 
   Assets acquired under capital leases .........................................  $       1,778      $       1,956
                                                                                   ===============    ===============
</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 September 28, 1996 is presented to assist
in understanding the impact of seasonal  fluctuations on the financial condition
of the Company.

 2.  Organization:

     The consolidated  financial statements include the consolidated accounts of
Harris   Chemical   North  America,   Inc.   ("Harris")  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.

 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>

                                         September 28,         March 29,         September 27,
                                             1996                  1997              1997
                                       -----------------     -------------     -----------------
<S>                                    <C>                   <C>               <C>    

 Finished goods ....................   $        99,710       $    54,820       $        91,093
 Raw materials and supplies ........            32,657            31,998                28,960
                                       -----------------     -------------     -----------------
      Total inventories ............   $       132,367       $    86,818       $       120,053
                                       =================     =============     =================
</TABLE>












                                                        6


<PAGE>




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

 Property, Plant and Equipment (in thousands):
<TABLE>

                                                            September 28,             March 29,         September 27,
                                                                1996                    1997                1997
                                                          -----------------        --------------     -----------------
<S>                                                       <C>                      <C>                <C>           
 At cost ..............................................   $       681,623          $    702,944       $       716,826
 Less accumulated depreciation
    and amortization ..................................           291,559               314,933               341,890
                                                          -----------------        --------------     -----------------
      Net property, plant and equipment ...............   $       390,064          $    388,011       $       374,936
                                                          =================        ==============     =================
</TABLE>

 4.      Income Taxes:

     The financial  statements for the twenty-six weeks ended September 27, 1997
reflect  an income  tax  provision  of  $1,388,000  arising  from a loss  before
provision for income taxes of $32,414,000.  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.      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
                                                 September 28, 1996
                                                   (in thousands)

                                        NACC         GSL        NAMSCO       Sifto         HCNA      Eliminations  Consolidated
                                    -------------------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>           <C>           <C>          <C>           <C>  
 Cash and cash equivalents .......  $      -    $      -    $       -     $      -      $    1,038   $   (1,038)   $      -    
 Receivables, net ................      45,592       6,998       18,513       10,311           630          -          82,044
 Inventories .....................      47,274      19,832       47,464       21,277           -         (3,480)      132,367
 Other current assets ............      11,788         412       (1,181)       4,746           413          -          16,178
 Property, plant and
   equipment, net ................     222,213      41,811       63,983       62,057           -            -         390,064
 Investment in Sifto .............         -           -          2,513          -             -         (2,513)          -
 Other ...........................       9,701         201        2,370        2,606       364,368     (344,727)       34,519
                                    ----------- ----------- ------------  -----------   -----------  -----------   -----------
 Total assets ....................  $  336,568  $   69,254  $   133,662   $  100,997    $  366,449   $ (351,758)   $  655,172    
                                    =========== =========== ============  ===========   ===========  ===========   ===========    
 Total current liabilities .......  $   50,721  $    8,872  $    20,133   $   14,996    $   23,430   $   (1,347)   $  116,805   
 Long-term debt, net of
   current portion ...............      99,968       1,769       17,402      110,438       585,000          -         814,577
 Other noncurrent liabilities ....      35,358      (6,168)     (13,764)     (26,788)       71,724      (22,867)       37,495
 Total common stockholder's
   equity (deficit) ..............     150,521      64,781      109,891        2,351      (313,705)     327,544)     (313,705)
                                    ----------- ----------- ------------  -----------   -----------  -----------   -----------
 Total liabilities and
   common stockholder's
   equity (deficit) ..............  $  336,568  $   69,254  $   133,662   $  100,997    $  366,449   $ (351,758)   $  655,172   
                                    =========== =========== ============  ===========   ===========  ===========   =========== 

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

                                        NACC         GSL        NAMSCO       Sifto        HCNA       Eliminations  Consolidated
                                    --------------------------------------------------------------------------------------------
 Cash and cash equivalents .......  $      -    $      -    $       -     $      -      $    2,017   $      -      $    2,017   
 Receivables, net ................      47,427       9,189       20,302       10,337           376          -          87,631
 Inventories .....................      38,124      17,495       49,653       17,288           -         (2,507)      120,053
 Other current assets ............       9,878         300       (1,323)       3,814           238          -          12,907
 Property, plant and
   equipment, net ................     204,211      45,077       63,463       62,185           -            -         374,936
 Investment in Sifto .............         -           -          2,513          -             -         (2,513)          -
 Other ...........................       9,869          46        1,768        2,047       411,592     (394,942)       30,380
                                    ----------- ----------- ------------  -----------   -----------  -----------   -----------

 Total assets ....................  $  309,509  $   72,107  $   136,376   $   95,671    $  414,223   $ (399,962)   $  627,924   
                                    =========== =========== ============  ===========   ===========  ===========   ===========   
 Total current liabilities .......  $   54,611  $    9,081  $    19,229   $   16,158    $   24,282   $      -      $  123,361   
 Long-term debt, net of
   current portion ...............      95,695       1,017        2,626      101,821       585,000          -         786,159
 Other noncurrent liabilities ....       9,732     (14,598)     (11,698)     (32,808)      145,800      (37,165)       59,263
 Total common stockholder's
   equity (deficit) ..............     149,471      76,607      126,219       10,500      (340,859)    (362,797)     (340,859)
                                    ----------- ----------- ------------  -----------   -----------  -----------   -----------
 Total liabilities and
   common stockholder's
   equity (deficit) ..............  $  309,509  $   72,107  $   136,376   $   95,671    $  414,223   $ (399,962)   $  627,924    
                                    =========== =========== ============  ===========   ===========  ===========   ===========    
</TABLE>






                                                        8


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<TABLE>
<CAPTION>




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

                                  CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                  For the Twenty-Six Weeks Ended September 28, 1996
                                                   (in thousands)


                                        NACC          GSL        NAMSCO       Sifto        HCNA      Eliminations  Consolidated
                                    -------------------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>           <C>           <C>          <C>           <C>           
 Net sales .......................  $   99,629  $   28,513  $    51,363   $   37,513    $      -     $   (25,100)  $    191,918     
 Cost of sales ...................      85,261      25,568       37,604       29,816           -         (22,288)       155,961
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
   Gross profit ..................      14,368       2,945       13,759        7,697           -          (2,812)        35,957
 Selling, general and
   administrative expenses .......       8,304       2,821        7,806        6,499         1,548           -           26,978
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
   Operating income (loss) .......       6,064         124        5,953        1,198        (1,548)       (2,812)         8,979
 Interest expense ................      (2,089)       (126)        (289)      (5,263)      (35,059)          -          (42,826)
 Other income (expense) ..........       2,682       3,213       (3,858)        (682)        3,926        (3,926)         1,355
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
    Income (loss) before
    provision for income
    taxes ........................       6,657       3,211        1,806       (4,747)      (32,681)       (6,738)       (32,492)
 Provision (benefit) for
    income taxes .................         -         1,129          669         (260)          -          (1,349)           189
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
    Net income (loss) ............  $    6,657  $    2,082  $     1,137   $   (4,487)   $  (32,681)  $    (5,389)  $    (32,681) 
                                    =========== =========== ============  ===========   ===========  ============  =============


                                  CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                  For the Twenty-six Weeks Ended September 27, 1997
                                                   (in thousands)


                                        NACC          GSL        NAMSCO       Sifto        HCNA      Eliminations  Consolidated
                                    ---------------------------------------------------------------------------------------------
 Net sales .......................  $   99,964  $   24,930  $    45,379   $   34,620    $      -     $   (16,787)  $    188,106   
 Cost of sales ...................      81,957      20,985       32,730       27,219           -         (14,900)       147,991
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
   Gross profit ..................      18,007       3,945       12,649        7,401           -          (1,887)        40,115
 Selling, general and
    administrative expenses ......       8,558       3,397        9,865        6,207           731           -           28,758
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
    Operating income (loss) ......       9,449         548        2,784        1,194          (731)       (1,887)        11,357
 Interest expense ................      (9,138)       (163)        (485)      (4,818)      (33,165)          -          (47,769)
 Other income (expense) ..........       3,679       3,219       (3,391)         390           406          (305)         3,998
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------

    Income (loss) before
    provision for income
    taxes ........................       3,990       3,604       (1,092)      (3,234)      (33,490)       (2,192)       (32,414)
 Provision (benefit) for
    income taxes .................          18         116         (405)         734           312           613          1,388
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
    Net income (loss) ............  $    3,972  $    3,488  $      (687)  $   (3,968)   $  (33,802)  $    (2,805)  $    (33,802)   
                                    =========== =========== ============  ===========   ===========  ============  =============   
</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 Twenty-six Weeks Ended September 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 .....  $   19,126  $    9,082  $    (5,793)  $   (4,561)   $  (32,478)  $    (3,189)  $    (17,813)  
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
 Cash flows from investing:
    Capital expenditures .........      (3,257)     (3,014)      (5,569)      (1,291)          -             -          (13,131)
    Capitalized interest .........      (1,417)        -            -            -             -             -           (1,417)
    Proceeds from sales ..........          22         -            139          -             -             -              161
    Other ........................         -           -            -            -          (4,244)        4,244            -
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
 Net cash provided by (used
    in) investing activities .....      (4,652)     (3,014)      (5,430)      (1,291)       (4,244)        4,244        (14,387)
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
 Cash flows from financing: 
    Gross borrowings .............      96,986      21,995       49,502       42,758           -             -          211,241
    Gross repayments .............     (45,911)    (29,324)     (74,519)     (33,648)          -             -         (183,402)
    Other ........................     (65,549)      1,261       36,240      (12,359)       35,349           318         (4,740)
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
 Net cash provided by (used
    in) financing activities .....     (14,474)     (6,068)      11,223       (3,249)       35,349           318         23,099
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
 Effect of exchange rate
    changes on cash ..............         -           -            -              8           -             -                8
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
 Net increase (decrease) in
    cash and cash equivalents ....         -           -            -         (9,093)       (1,373)        1,373         (9,093)
 Cash and cash equivalents:
    Beginning of period ..........         -           -            -          9,093         2,411        (2,411)         9,093
                                    ----------- ----------- ------------  -----------   -----------  ------------  -------------
    End of period ................  $      -    $      -    $       -     $      -      $    1,038   $    (1,038)  $        -   
                                    =========== =========== ============  ===========   ===========  ============  =============
</TABLE>





















                                                        10


<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 Twenty-six Weeks Ended September 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 ......  $   16,794  $   14,756  $   (15,417)  $     (684)  $   (32,552)  $      (305)  $    (17,408) 
                                    ----------- ----------- ------------  -----------  ------------  ------------  -------------  
 Cash flows from investing:
   Capital expenditures ..........      (3,103)     (4,848)      (1,889)      (2,689)          -             -          (12,529)
   Capitalized interest ..........        (138)        -            -            -             -             -             (138)
   Proceeds from sales ...........         795         -            -              2           -             -              797
   Other..........................         -           -            -            -            (287)          287            -
                                    ----------- ----------- ------------  -----------  ------------  ------------  -------------
 Net cash provided by (used
   in) investing activities ......      (2,446)     (4,848)      (1,889)      (2,687)         (287)          287        (11,870)
                                    ----------- ----------- ------------  -----------  ------------  ------------  -------------

 Cash flows from financing:
   Gross borrowings ..............      38,000         -         18,000          -             -          (5,000)        51,000
   Gross repayments ..............     (21,013)       (847)     (18,613)        (481)          -           5,000        (35,954)
   Other .........................     (31,335)     (9,061)      21,894       (1,738)       19,361            18           (861)
                                    ----------- ----------- ------------  -----------  ------------  ------------  -------------

 Net cash provided by (used
   in) financing activities ......     (14,348)     (9,908)      21,281       (2,219)       19,361            18         14,185
                                    ----------- ----------- ------------  -----------  ------------  ------------  -------------
 Effect of exchange rate
   changes on cash ...............         -           -              5           29           -             -               34
                                    ----------- ----------- ------------  -----------  ------------  ------------  -------------
 Net increase (decrease) in
   cash and cash equivalents......         -           -          3,980       (5,561)      (13,478)          -          (15,059)
Cash and cash equivalents:
   Beginning of period ...........         -           -         (3,980)       5,561        15,495           -           17,076
                                    ----------- ----------- ------------  -----------  ------------  ------------  -------------
   End of period .................  $      -    $      -    $       -     $      -     $     2,017   $       -     $      2,017
                                    =========== =========== ============  ===========  ===========   ============  =============
</TABLE>



                                                        11


<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 twenty-six  week periods ended September 27, 1997 and September
28, 1996.

<TABLE>

                                                         Net Sales by Product Line
                                      Thirteen Weeks Ended                     Twenty-six Weeks Ended
                                -------------------------------             -------------------------------
                                Sept. 28, 1996   Sept. 27, 1997             Sept. 28, 1996   Sept. 27, 1997
                                --------------   --------------             --------------   --------------

<S>                             <C>              <C>                        <C>              <C>
 Salt.......................... $     35,141      $    33,965               $     70,428     $     64,986
 Soda Products.................       28,302           30,200                     59,488           61,533
 Boron chemicals...............       14,743           17,505                     31,957           33,614
 Specialty potash fertilizers..       11,068           10,053                     23,533           21,640
 Other.........................        3,083            3,184                      6,512            6,333
                                -------------     ------------              -------------    -------------

    Total...................... $     92,337      $    94,907               $    191,918     $    188,106
                                =============     ============              =============    ============= 
</TABLE>

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

     Net sales for the  thirteen  weeks ended  September  27, 1997 (the  "Second
Quarter FY 1998") were $94.9 million  compared to $92.3 million for the thirteen
weeks ended  September 28, 1996 (the "Second  Quarter FY 1997"),  an increase of
2.8%.

   The $1.2  million  decline  in salt  sales was  primarily  the  result of the
exclusive  distributor  program  introduced  this  year  in  the  general  trade
business.  The almost 12%  decline in general  trade  volumes  reduced  sales by
approximately $3 million.  However,  the gross margin for this business remained
consistent  with the  prior  year  total.  The  highway/chemical  salt  business
partially offset the sales decline with a $1.8 million increase in sales, due to
increased  volumes  sold.  Overall,   pricing  in  the  salt  business  was  not
significantly different than the year earlier period.

   The $1.9 million  increase in net sales from soda products (soda ash,  sodium
sulfate and sodium  bicarbonate)  in the Second Quarter FY 1998 when compared to
the prior year period was due to an increase in the sales of soda ash and sodium
sulfate,  while sodium bicarbonate sales were relatively flat. Sales volumes for
soda ash and sodium sulfate  increased by  approximately  12% and pricing was up
12% for sodium sulfate.  The average price for soda ash was down from the Second
Quarter FY 1998. The increased  volumes are the result of higher export sales of
the  Company's  products,  and the favorable  pricing for sodium  sulfate is the
result of strong demand for this product.

   The $2.8 million  increase in net sales from boron chemicals is due to an 18%
increase in sales volumes during the Second Quarter FY 1998 period when compared
to the prior year period. Additionally, the average sales prices for most of the
boron  products  increased  compared to the prior year  period,  and the Company
experienced  a favorable  change in product mix which also  impacted the average
price received for boron products sold.

   Specialty potash fertilizer net sales in the Second Quarter FY 1998 decreased
$1.0  million,  or 9%,  compared to the Second  Quarter FY 1997.  The decline in
sales was a result of a 17%  decrease  in tons sold,  partially  offset by a 10%
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.


                                                        12


<PAGE>



   Cost of sales in the Second  Quarter  FY 1998 and Second  Quarter FY 1997 was
75.8%  and  80.7% 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  improvements  made, as well as favorable
prices and product mix for boron chemicals.

   Selling,  general and  administrative  expenses  were  relatively  unchanged,
increasing  $0.2 million  Second  Quarter FY 1998 compared to Second  Quarter FY
1997.  As a percentage  of sales,  these  expenses  totaled  14.0% and 14.1% for
Second Quarter FY 1998 and Second Quarter FY 1997, respectively.

     Interest  expense  increased  $1.8  million for the Second  Quarter FY 1998
period as  compared to the prior year  period.  The  increase  was due to higher
interest  costs for the Argus  utilities  debt  which  originated  in the Second
Quarter FY 1997,  $0.2 million lower  capitalized  interest on  construction  in
process,  and $0.5 million of accreted  interest on the San Diego  Terminal debt
for the Second Quarter FY 1998 period.  These increases were partially offset by
a lower average debt balance  outstanding  during the Second  Quarter FY 1998 as
compared to Second Quarter FY 1997.

     An exchange gain of $0.1 million was recorded in the Second Quarter FY 1998
period,    primarily    relating   to   the   translation   of   United   States
dollar-denominated  debt of Sifto  into  Canadian  dollars,  compared  to a $0.6
million loss in the Second 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 $1.4 million higher in the Second Quarter FY 1998 than the Second Quarter FY
1997  primarily  due to the 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 Second Quarter FY 1998 period.

     A provision  for income  taxes of $1.3  million was  recorded in the Second
Quarter FY 1998,  relating to U.S.  alternative minimum tax, state income taxes,
and Sifto's  Canadian  income tax and Ontario mining taxes.  Income tax benefits
associated with the U.S.  losses have not been recognized as future  realization
is uncertain.

 Twenty-six Weeks Ended September 27, 1997 Compared With Twenty-six Weeks Ended
September 28, 1996

     Net sales for the  twenty-six  weeks ended  September 27, 1997 (the "YTD FY
1998") were $188.1 million,  down 2.0% from the $191.9 million  recorded for the
twenty-six weeks ended September 28, 1996 (the "YTD FY 1997").

     Salt sales declined $5.4 million  primarily due to the  introduction of the
exclusive distributor program in the general trade business.  The 11% decline in
YTD FY 1998 general  trade  volumes,  compared to the prior year,  resulted in a
$5.6  million  decline  in sales.  The  highway/chemical  business  volumes  are
substantially  unchanged  from the YTD FY 1997  period as an  increase in second
quarter  sales offset the lower first quarter  volumes,  as compared to FY 1997.
Overall, salt pricing was substantially unchanged from the prior year period.

     Sales of soda products  increased  $2.0 million to $61.5 million in the YTD
FY 1998 period as compared to the YTD FY 1997  period.  Most of the increase was
due to a $1.7 million increase in the sales of sodium sulfate.  The increase was
due to both a 6%  increase  in volumes  sold and a 16%  increase  in the average
sales price. Sodium sulfate, which is used as an ingredient in detergents, among

                                                        13


<PAGE>



other  things,  experienced  a price  increase late in FY 1997 due to the strong
demand for this product.  Sales of soda ash and sodium bicarbonate in the YTD FY
1998 period were substantially unchanged from the prior year period.

     Boron  chemical  sales in the YTD FY 1998 period were $1.7  million  higher
than in the prior period in FY 1997. The primary factor  increasing sales was an
increase in average unit prices in the first  quarter,  combined with  increased
sales volumes in the second  quarter  period which offset an  unfavorable  first
quarter  volume  variance.  These  volume  changes  from prior year  periods are
primarily timing related. The YTD FY 1998 average price increased  approximately
$27 per ton (or 5%). Most boron  chemical  products  experienced  an increase in
prices and the Company benefited from a favorable product mix.

     Specialty potash fertilizer net sales were down $1.9 million for the YTD FY
1998 period as compared to prior year, due to a 14% decline in volumes. This was
partially  offset by a 7%, or $10 per ton,  increase in the average sales price.
The decline in volumes are due to 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  78.7% and 81.3% of sales,
respectively.  The  improvement  in gross margin  percentage  from prior year 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 improvements, favorable pricing of the boron products
and the product mix  previously  discussed,  and an increase in the gross margin
percentage in the general trade salt  business due to the  implementation  of an
exclusive distributor program.

   Selling,  general and administrative expenses for the YTD FY 1998 period were
$28.8 million, or 15.3% of net sales, compared to $27.0 million, or 14.1% of net
sales,  in the first half of fiscal 1997.  The increase in the percentage of net
sales,  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 $0.1
million YTD FY 1998  compared to $1.4  million YTD FY 1997,  and $1.0 million of
accreted interest on the San Diego Terminal debt for the year to date period.

     An exchange  gain of $0.4  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 $0.6 million loss in the YTD FY
1997 period. No other significant  exchange gains or losses were recorded during
the period.

    Other income was $1.6 million  higher in the YTD FY 1998 period  compared to
the  prior  year,  primarily  due to the 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 $1.4  million was  recorded in the YTD FY
1998 period,  relating to U.S.  alternative minimum tax, state income taxes, and
Sifto's  Canadian  income tax and  Ontario  mining  taxes.  Income tax  benefits
associated with the U.S.  losses have not been recognized as future  realization
is uncertain.




                                                        14


<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.

     YTD FY  1998  operating  activities  utilized  $17.4  million  in net  cash
compared to $17.8 million  utilized in the YTD FY 1997 period. A heavier buildup
of inventories  YTD FY 1998 versus YTD FY 1997 used $4.0 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.

     YTD FY 1998 investing  activities  used $11.9 million of cash compared to a
use of $14.4  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 $14.2 million compared to
$23.1 million in the FY 1997 period.  The primary  difference is a change in the
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. Since
the Company  and SDT have been  unable to agree on the fair market  value of the
port  facility,  fair  market  value will be  determined  through  an  appraisal
process.  The Company is accreting  the  difference  between the initial  stated
value of $5.5 million and the minimum  repurchase  value of $7.0 million through
the term of the  lease  (December  31,  1997).  An  extraordinary  loss  will be
recorded for the difference  between $7.0 million and fair market value,  if the
appraised fair market value is determined to be greater than $7.0 million.

     As of  September  27,  1997,  the  Company had $45.6  million of  available
borrowing  capacity  under its revolving  credit  agreements and $2.0 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 in FY 1998.

 Environmental Matters

     Due to the nature of the Company's  business,  it must continually  monitor
compliance with all applicable environmental laws and regulations.  At September
27, 1997, the Company had recorded $3.1 million of current liabilities and $10.2
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.

                                                        15


<PAGE>




 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.

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



 PART II.         OTHER INFORMATION

 Item 1.                   Legal  Proceedings

         Reference is made to Item 3 of the Harris Chemical North America,  Inc.
Form 10-K for the fiscal year ended March 29, 1997 as it related to the European
Union  Anti-dumping  Proceeding.  The Company has been  notified by the European
Commission  that the  anti-dumping  duties were repealed  effective  October 15,
1997.

 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

     None

                                                        16


<PAGE>



 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)



       November 6, 1997                            /s/  Emanuel J. Di Teresi
                                              ---------------------------------
                                                        Emanuel J. Di Teresi
                                                     Senior Vice President and
                                                      Chief Financial Officer
                                                    (Chief Accounting Officer)


                                                        17


<PAGE>