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 June 28, 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 June 28,
1997 was 1,000 shares.  All of such shares are owned by Harris  Chemical  Group,
Inc.

This document consists of 16 sequentially numbered pages.

                                                       1


<PAGE>
<TABLE>
<CAPTION>



                                        HARRIS CHEMICAL NORTH AMERICA, INC.

                                   FORM 10-Q For the Quarter ended June 28, 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...........................................................      15

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

Signature Page................................................................................      16

</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)


                                                                  June 29,         March 29,           June 28,
                                                                    1996             1997                1997
                                                              ---------------   ---------------     ---------------
                                          ASSETS
<S>                                                           <C>               <C>                 <C>
Current assets:
  Cash and cash equivalents ...............................   $          -      $       17,076      $        9,736
  Trade accounts receivable, less allowance for doubtful
      accounts of $1,143 at June 29, 1996, $1,716 at
      March 29, 1997 and $2,439 at June 28, 1997 ..........           77,413           117,726              75,402
  Other receivables .......................................            6,455             9,916               6,557
  Inventories .............................................          117,210            86,818             104,624
  Deferred income taxes ...................................            6,181             6,019               6,019
  Other ...................................................            7,735             6,938               4,146
      Total current assets ................................          214,994           244,493             206,484

Property, plant and equipment, net ........................          395,956           388,011             381,164
Deferred financing costs, net .............................           22,931            25,553              24,380
Other .....................................................            8,182             7,337               7,088
      Total assets ........................................   $      642,063    $      665,394      $      619,116
                                                              ===============   ===============     ===============
     LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
  Current portion of long-term debt .......................   $        6,653    $        9,403      $       15,415
  Accounts payable ........................................           59,262            59,526              45,643
  Accrued expenses ........................................           18,480            25,259              19,768
  Accrued interest ........................................           23,790            23,250              22,971
  Accrued salaries and wages ..............................           14,762            14,613              11,590
  Income taxes payable ....................................              728             2,483               2,127
      Total current liabilities ...........................          123,675           134,534             117,514

Long-term debt, net of current portion ....................          775,989           774,372             768,264
Deferred income taxes .....................................           22,077            26,417              25,674
Other noncurrent liabilities ..............................           16,294            36,502              34,825
Commitments and contingencies
Common stockholder's deficit:
  Common stock, at par ....................................              -                 -                   -
  Additional paid-in capital ..............................          103,441            99,941              99,941
  Cumulative translation adjustment .......................           (3,341)           (3,532)             (3,523)
  Common stockholder's receivable .........................           (3,035)           (3,462)             (3,956)
  Accumulated deficit .....................................         (393,037)         (399,378)           (419,623)
      Total common stockholder's deficit ..................         (295,972)         (306,431)           (327,161)
      Total liabilities and stockholder's deficit .........   $      642,063    $      665,394      $      619,116
                                                              ===============   ===============     ===============
</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
                                                       -------------------------------------------------
                                                                  June 29,                 June 28,
                                                                    1996                     1997
                                                          -------------------      -------------------
<S>                                                       <C>                      <C>                  
Net sales .............................................   $          99,581        $          93,199
Cost of sales .........................................              81,478                   76,007
   Gross profit .......................................              18,103                   17,192

Selling, general and administrative expenses ..........              13,965                   15,507
   Operating income ...................................               4,138                    1,685

Other income (expense):
   Interest expense ...................................             (20,533)                 (23,660)
   Foreign currency transaction gain (loss) ...........                 (31)                     281
   Other, net .........................................               1,265                    1,508
   Income (loss) before taxes .........................             (15,161)                 (20,186)

Provision (benefit) for income taxes ..................                 (69)                      59
   Net income (loss) ..................................   $         (15,092)       $         (20,245)
                                                          ===================      ===================

</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)

                                                                                       Thirteen weeks ended
                                                                                  -------------------------------
                                                                                  June 29, 1996    June 28, 1997
                                                                                  --------------   --------------
<S>                                                                               <C>              <C>
Cash flows from operating activities:
   Net loss ..................................................................... $     (15,092)   $     (20,245)
   Adjustments to reconcile net loss to net cash flows from operating activities:
      Depreciation ..............................................................        15,042           13,666
      Finance fee amortization ..................................................         1,347            1,203
      Operating amortization ....................................................           195              168
      Accreted interest .........................................................           -                500
      Deferred income taxes .....................................................          (673)          (2,433)
      Unrealized foreign currency transaction loss (gain) .......................          (230)            (177)
      Loss (gain) on disposal of property, plant and equipment ..................            10              (37)
      Changes in operating assets and liabilities:
         Receivables ............................................................        35,246           45,683
         Inventories ............................................................       (14,212)         (17,806)
         Other assets ...........................................................        (2,886)           2,872
         Accounts payable .......................................................        (7,039)         (13,883)
         Accrued expenses and other noncurrent liabilities ......................        (3,262)          (9,110)
            Net cash provided by operating activities ...........................         8,446              401
                                                                                  --------------   --------------
Cash flows from investing activities:
   Capital expenditures .........................................................        (6,501)          (5,313)
   Capitalized interest .........................................................        (1,128)             (60)
   Proceeds from sales of property, plant and equipment .........................            20                6
            Net cash used in investing activities ...............................        (7,609)          (5,367)
                                                                                  --------------   --------------
Cash flows from financing activities:
   Revolver borrowings ..........................................................        72,173              -
   Revolver payments ............................................................       (80,044)             -
   Principal payments on other long-term debt, including capital leases .........        (1,663)          (1,909)
   Capitalized finance costs ....................................................          (455)              (3)
   Other ........................................................................            48             (494)
            Net cash provided by (used in) financing activities .................        (9,941)          (2,406)
                                                                                  --------------   --------------
Effect of exchange rate changes on cash .........................................            11               32
            Net increase (decrease) in cash .....................................        (9,093)          (7,340)
Cash and cash equivalents, beginning of period ..................................         9,093           17,076
Cash and cash equivalents, end of period ........................................ $         -      $       9,736
                                                                                  ==============   ==============
Supplemental disclosure of noncash activities:
   Assets acquired under capital leases ......................................... $          75    $       1,522
                                                                                  ==============   ==============

</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 June 29, 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>

                                                 June 29,                 March 29,                June 28,
                                                   1996                      1997                    1997
                                           -----------------        ------------------       -----------------
<S>                                        <C>                      <C>                      <C>               
Finished goods ........................    $          84,416        $           54,820       $          74,666
Raw materials and supplies ............               32,794                    31,998                  29,958
     Total inventories ................    $         117,210        $           86,818       $         104,624
                                           =================        ==================       =================


</TABLE>










                                                        6


<PAGE>



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

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

                                                           June 29,                March 29,                June 28,
                                                             1996                    1997                     1997
                                                    ------------------       ------------------       ------------------
<S>                                                 <C>                      <C>                      <C>               
At cost ..........................................  $         674,652        $         702,944        $         709,672
Less accumulated depreciation
   and amortization ..............................            278,696                  314,933                  328,508
     Net property, plant and equipment ...........  $         395,956        $         388,011        $         381,164
                                                    ==================       ==================       ==================
</TABLE>

4.       Income Taxes:

     The financial statements for the thirteen weeks ended June 28, 1997 reflect
an income tax  provision  of $59,000  arising from a loss before  provision  for
income  taxes  of  $20,186,000.   The  income  tax  provision  relates  to  U.S.
Alternative  minimum tax and state income tax,  Sifto's  Canadian income tax and
Ontario mining tax.

     The  Company  believes  that  some  uncertainty   exists  with  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


<PAGE>



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


<TABLE>
<CAPTION>
                                       CONDENSED CONSOLIDATING BALANCE SHEETS
                                                   June 29, 1996
                                                   (in thousands)

                                 NACC          GSL        NAMSCO       Sifto       HCNA     Eliminations Consolidated
                              -----------------------------------------------------------------------------------------
<S>                           <C>          <C>          <C>          <C>        <C>          <C>          <C>         
Cash and cash equivalents.... $        -   $        -   $        -   $      -   $    4,578   $    (4,578) $        -
Receivables, net ............       46,211        8,031       20,164      8,623        839           -          83,868
Inventories .................       47,431       21,444       33,953     16,715        -          (2,333)      117,210
Other current assets ........        9,157          369       (2,680)     6,468        602           -          13,916
Property, plant and
  equipment, net ............      229,613       41,012       62,943     62,388        -             -         395,956
Investment in Sifto .........          -            -          2,513        -          -          (2,513)          -
Other .......................        5,193           53        2,184      2,780    365,178      (344,275)       31,113
Total assets ................ $    337,605 $     70,909 $    119,077 $   96,974 $  371,197 $    (353,699) $    642,063
                              =========================================================================================
Total current liabilities.... $     52,628 $     10,213 $     24,415 $   17,986 $   23,073 $      (4,640) $    123,675
Long-term debt, net of
  current portion ...........       55,736        8,126       17,853    109,274    585,000           -         775,989
Other noncurrent liabilities.       80,222      (12,241)     (32,256)   (34,799)    59,096       (21,651)       38,371
Total common stockholder's
  equity (deficit) ..........      149,019       64,811      109,065      4,513   (295,972)     (327,408)     (295,972)
Total liabilities and
  common stockholder's
  equity (deficit) .......... $    337,605 $     70,909 $    119,077 $   96,974 $  371,197 $    (353,699) $    642,063
                              =========================================================================================


                                       CONDENSED CONSOLIDATING BALANCE SHEETS
                                                   June 28, 1997
                                                   (in thousands)

                                  NACC          GSL        NAMSCO       Sifto       HCNA     Eliminations Consolidated
                              -----------------------------------------------------------------------------------------
Cash and cash equivalents.... $        -   $        -   $        -   $      -   $    9,736 $         -    $      9,736
Receivables, net ............       45,752        9,792       16,741      9,361        313           -          81,959
Inventories .................       39,507       18,475       34,352     14,194        -          (1,904)      104,624
Other current assets ........        6,820          157       (2,772)     5,604        356           -          10,165
Property, plant and
  equipment, net ............      210,534       43,105       63,938     63,587        -             -         381,164
Investment in Sifto .........          -            -          2,513        -          -          (2,513)          -
Other .......................        9,808           46        1,765      2,233    408,638      (391,022)       31,468
Total assets ................ $    312,421 $     71,575 $    116,537 $   94,979 $  419,043 $    (395,439) $    619,116
                              =========================================================================================
Total current liabilities.... $     56,051 $      7,529 $     16,730 $   16,053 $   21,151 $         -    $    117,514
Long-term debt, net of
  current portion ...........       77,130        1,329        2,698    102,107    585,000           -         768,264
Other noncurrent liabilities.       33,273      (12,782)     (28,417)   (34,341)   140,053       (37,287)       60,499
Total common stockholder's
  equity (deficit) ..........      145,967       75,499      125,526     11,160   (327,161)     (358,152)     (327,161)
Total liabilities and
  common stockholder's
  equity (deficit) .......... $    312,421 $     71,575 $    116,537 $   94,979 $  419,043 $    (395,439) $    619,116
                              =========================================================================================
</TABLE>





                                                        8


<PAGE>



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


<TABLE>
<CAPTION>
                                  CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                     For the Thirteen Weeks Ended June 29, 1996
                                                   (in thousands)

                                  NACC          GSL        NAMSCO       Sifto       HCNA     Eliminations Consolidated
                             -----------------------------------------------------------------------------------------
<S>                          <C>          <C>         <C>          <C>          <C>         <C>          <C>
Net sales .................. $    52,716  $    15,201 $     26,158 $   20,261   $      -    $  (14,755)  $    99,581
Cost of sales ..............      44,505       13,379       19,807     16,877          -       (13,090)       81,478
  Gross profit .............       8,211        1,822        6,351      3,384          -        (1,665)       18,103
Selling, general and
   administrative expenses .       4,896        1,434        3,870      3,464          301         -          13,965
   Operating income (loss) .       3,315          388        2,481        (80)        (301)     (1,665)        4,138
Interest expense ...........         474          (63)        (150)    (2,540)     (18,254)        -         (20,533)
Other income (expense) .....       1,366        1,633       (1,755)       (10)       3,463      (3,463)        1,234
   Income (loss) before
   provision for income
   taxes ...................       5,155        1,958          576     (2,630)     (15,092)     (5,128)      (15,161)
Provision (benefit) for
   income taxes ............         -           (154)         265       (294)         -           114           (69)
   Net income (loss) ....... $     5,155  $     2,112 $        311 $   (2,336)  $  (15,092) $   (5,242) $    (15,092)
                             =========================================================================================


                                  CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                     For the Thirteen Weeks Ended June 28, 1997
                                                   (in thousands)

                                 NACC           GSL        NAMSCO       Sifto       HCNA     Eliminations Consolidated
                             -----------------------------------------------------------------------------------------
Net sales .................. $    50,427  $    13,507 $     21,668 $   15,523   $      -    $   (7,926) $     93,199
Cost of sales ..............      42,370       10,441       16,225     13,614          -        (6,643)       76,007
  Gross profit .............       8,057        3,066        5,443      1,909          -        (1,283)       17,192
Selling, general and
   administrative expenses .       4,471        1,744        5,804      3,361          127         -          15,507
   Operating income (loss) .       3,586        1,322         (361)    (1,452)        (127)     (1,283)        1,685
Interest expense ...........      (4,609)         (68)        (160)    (2,414)     (16,409)        -         (23,660)
Other income (expense) .....       1,500        1,607       (1,669)       262       (3,553)      3,642         1,789
   Income (loss) before
   provision for income
   taxes ...................         477        2,861       (2,190)    (3,604)     (20,089)      2,359       (20,186)
Provision (benefit) for
   income taxes ............           9          481         (810)      (268)         156         491            59
   Net income (loss) ....... $       468  $     2,380 $     (1,380)$   (3,336)  $  (20,245) $    1,868  $    (20,245)
                             =========================================================================================
</TABLE>


                                                        9


<PAGE>



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


<TABLE>
<CAPTION>
                                  CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                     For the Thirteen Weeks Ended June 29, 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 .. $   12,662  $     5,544  $     9,162  $   3,542  $  (16,771)  $  (5,693)   $    8,446
Cash flows from investing:
   Capital expenditures ......     (2,229)      (1,307)      (2,531)      (434)        -           -          (6,501)
   Capitalized interest ......     (1,128)         -            -          -           -           -          (1,128)
   Proceeds from sales .......         20          -            -          -           -           -              20
   Other .....................        -            -            -          -        (3,465)      3,465           -
Net cash used in
   investing activities ......     (3,337)      (1,307)      (2,531)      (434)     (3,465)      3,465        (7,609)
Cash flows from financing:
   Gross borrowings ..........      9,986       21,995       14,001     26,191         -           -          72,173
   Gross repayments ..........     (3,171)     (22,649)     (38,257)   (17,630)        -           -         (81,707)
   Other .....................    (16,140)      (3,583)      17,625    (20,773)     22,403          61          (407)
Net cash provided by (used
   in) financing activities ..     (9,325)      (4,237)      (6,631)   (12,212)     22,403          61        (9,941)
Effect of exchange rate
   changes on cash ...........        -            -            -           11         -           -              11
Net increase (decrease) in
   cash and cash equivalents .        -            -            -       (9,093)      2,167      (2,167)       (9,093)
Cash and cash equivalents:
   Beginning of period .......        -            -            -        9,093       2,411      (2,411)        9,093
   End of period ............. $      -    $       -    $       -    $     -    $    4,578   $  (4,578)   $      -
                               =========================================================================================
</TABLE>
























                                                        10


<PAGE>



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


<TABLE>
<CAPTION>
                                  CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
                                     For the Thirteen Weeks Ended June 28, 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 .. $    11,594  $    9,456   $    (426)   $   (582)  $  (23,283)  $    3,642   $      401
Cash flows from investing:
   Capital expenditures ......      (1,678)     (1,430)       (553)     (1,652)         -            -         (5,313)
   Capitalized interest ......         (60)        -           -           -            -            -            (60)
   Proceeds from sales .......           4         -           -             2          -            -              6
   Other .....................         -           -           -           -          3,633       (3,633)         -
Net cash used in
   investing activities ......      (1,734)     (1,430)       (553)     (1,650)       3,633       (3,633)      (5,367)
Cash flows from financing:
   Gross borrowings ..........         -           -           -           -            -            -            -
   Gross repayments ..........      (1,055)       (392)       (315)       (147)         -            -         (1,909)
   Other .....................      (8,805)     (7,634)      5,274      (3,214)      13,891           (9)        (497)
Net cash provided by (used
   in) financing activities ..      (9,860)     (8,026)      4,959      (3,361)      13,891           (9)      (2,406)
Effect of exchange rate
   changes on cash ...........         -           -           -            32          -            -             32
Net increase (decrease) in
   cash and cash equivalents .         -           -         3,980      (5,561)      (5,759)         -         (7,340)
Cash and cash equivalents:
   Beginning of period .......         -           -        (3,980)      5,561       15,495          -         17,076
   End of period ............. $       -    $      -     $     -      $    -     $    9,736   $      -     $    9,736
                               =========================================================================================

</TABLE>


                                                        11


<PAGE>



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

The  following  table sets forth the net sales by product  line for the  quarter
ended June 28, 1997 as well as the quarter ended June 29, 1996.

                                                 Thirteen Weeks Ended
                                         ----------------------------------
Net Sales by Product Line:                June 29, 1996      June 28, 1997
                                         ---------------    ---------------
    Salt                                 $      35,287     $      31,021
    Soda products                               31,186            31,333
    Boron chemicals                             17,214            16,109
    Specialty potash fertilizers                12,465            11,587
    Other                                        3,429             3,149
        Total                            $      99,581     $      93,199
                                         ===============    ===============



     Thirteen  Weeks Ended June 28, 1997 Compared With Thirteen Weeks Ended June
29, 1996

     Net sales for the thirteen weeks ended June 28, 1997 (the "First Quarter FY
1998") were $93.2 million compared to $99.6 million for the thirteen weeks ended
June 29, 1996 (the "First Quarter FY 1997").

     Salt sales  decreased $4.3 million for the First Quarter FY 1998 versus the
First  Quarter  FY 1997  because  of lower  volumes  and  unfavorable  price/mix
variances  compared to the First  Quarter FY 1997.  Total  volumes were down 10%
compared to the First  Quarter FY 1997 because of  decreases in highway  deicing
and general trade tons, partly offset by higher chemical volumes.  The decreased
highway  deicing tons sold in the First Quarter FY 1998 were the result of First
Quarter FY 1997  volumes  being  boosted by  significant  early fill  sales.  In
contrast,  sales in the First Quarter FY 1998 were affected by the reluctance of
a number of municipal and state governmental  agencies to replenish  inventories
because of budgetary constraints.

     First Quarter FY 1998 soda products  (soda ash,  sodium  sulfate and sodium
bicarbonate) sales increased $0.1 million versus the First Quarter FY 1997. Soda
ash volumes  increased 3% in First  Quarter FY 1998 versus First Quarter FY 1997
generating  favorable volume variances in the domestic and ANSAC markets.  First
Quarter  FY 1998 soda ash  pricing  decreased  7% on average  compared  to First
Quarter FY 1997 for all markets  generating  unfavorable  price  variances which
more than offset the favorable volume variances.  Sodium sulfate sales generated
small  unfavorable  volume  variances  which were more than offset by  favorable
pricing in First  Quarter FY 1998 versus First  Quarter FY 1997.  As a result of
production volume  constraints for sodium sulfate related to the start up of the
Long Range Process Plan ("LRPP") project,  the Company selectively reduced sales
to its lower margin markets and improved  overall  pricing.  Sodium  bicarbonate
sales  increased  19% in the  First  Quarter  FY 1998 as  compared  to the First
Quarter FY 1997.  Increased  production  at the White  River  plant  allowed the
Company to increase  sales  volumes by 17%.  Average sales prices were higher in
First Quarter FY 1998 by 2% over First Quarter FY 1997.

     In the  aggregate,  boron  chemical  sales were $1.1 million  lower for the
First  Quarter FY 1998 compared to the First  Quarter FY 1997.  The  unfavorable
variance is due to net unfavorable  volume and price variances.  The unfavorable
volume variances result from lower inventories and product availability in First
Quarter FY 1998 versus  First  Quarter FY 1997 as a result of the  shortfall  in
production of crude borax during the start up phase of the LRPP project.

     The Company's  specialty  potash  fertilizer  sales in the First Quarter FY
1998 decreased $0.9 million or 7% compared to the First Quarter FY 1997. For the
First Quarter FY 1998, volumes were down 12% and average

                                                        12


<PAGE>



pricing was up 5% compared to the First Quarter FY 1997.  The decreased  volumes
were due to lower export  shipments in the First Quarter FY 1998 compared to the
First Quarter FY 1997 partially offset by increased domestic volumes.  The lower
export shipments in the First Quarter FY 1998 are due to the timing of sales.

     Other product sales  decreased by $0.3 million in the First Quarter FY 1998
versus  the  First  Quarter  FY 1997.  Other  product  sales  include  magnesium
chloride,  crude trona and the  revenues of other  service  subsidiaries  of the
Company. The decrease in First Quarter FY 1998 is related to the revenues of the
service subsidiaries of the Company.

     Cost of sales in the First  Quarter  FY 1998 was  81.6% of sales,  which is
comparable to cost of sales of 81.8% of sales in the First Quarter FY 1997.

     Gross profit  decreased by $0.9 million in the First Quarter FY 1998 versus
the First Quarter FY 1997 due to the lower sales discussed above.

     Selling, general and administrative expenses were $15.5 million or 16.6% of
sales in the First  Quarter FY 1998  compared to $14.0 million or 14.0% of sales
in the  First  Quarter  FY 1997.  The  increase  was due  principally  to higher
professional fees.

     Operating  income of $1.7  million in the First  Quarter FY 1998  decreased
$2.5  million  compared to the First  Quarter FY 1997 for the reasons  discussed
above.

     Interest  expense  was $3.1  million  higher in the First  Quarter  FY 1998
compared to the First Quarter FY 1997.  The increase was due to higher  interest
costs for the Argus  Utilities  debt which  originated in the Second  Quarter FY
1997,  interest  capitalized on construction in process being $1.1 million lower
in the First  Quarter FY 1998  compared to the First  Quarter FY 1997,  and $0.5
million of accreted interest on the San Diego Terminal debt in the First Quarter
FY 1998.

     An  exchange  gain of $0.3  million  related to the  translation  of United
States  dollar-denominated  debt of Sifto into Canadian  dollars was recorded in
the First  Quarter FY 1998  compared to a nominal  loss in the First  Quarter FY
1997.

     Other income principally  consists of ground lease and maintenance  income,
gains and losses on  disposals of property,  plant and  equipment  and equity in
earnings  on  investments.  Other  income was $0.2  million  higher in the First
Quarter FY 1998 compared to the First Quarter FY 1997.

     A provision  for income  taxes of $0.1  million  was  recorded in the First
Quarter FY 1998  primarily  relating to Sifto's  Canadian  income  tax,  Ontario
mining taxes,  current U.S.  alternative  minimum tax and state income taxes.  A
$0.1 million benefit for income taxes was recorded in the First Quarter FY 1997.
Income  tax  benefits  associated  with  the  U.S.  FY 1997  loss  have not been
recognized as future realization is uncertain.

     A net loss of $20.2  million  was  recorded  for the First  Quarter FY 1998
compared to a net loss of $15.1  million in the First Quarter FY 1997 due to the
factors described above.


Liquidity, Capital Resources and Financial Condition

Seasonality and Cash Flows

     The Company's accounts  receivable and inventory levels can vary by as much
as $60.0 million during the year. Generally, inventories build in the second and
third fiscal quarters and accounts  receivable  increase in the third and fourth
fiscal  quarters.  During the third quarter 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

                                                        13


<PAGE>



the third quarter adding to the inventory  levels.  Inventories begin to decline
in the fourth quarter and accounts receivable increase 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 fiscal  quarter as accounts  receivable are converted
into cash.

     First  Quarter FY 1998  operating  activities  provided $0.4 million in net
cash compared to $8.4 million in the First Quarter FY 1997. Net income  adjusted
for noncash activity used $8.0 million more cash in First Quarter FY 1998 versus
First Quarter FY 1997.  Reduced sales and improved  collections in First Quarter
FY 1998 resulted in decreased  receivables and a source of cash of $10.4 million
more than in First Quarter FY 1997. A heavier  buildup of  inventories  in First
Quarter  FY 1998  versus  First  Quarter  FY 1997 used $3.6  million  more cash.
Improved  liquidity  in First  Quarter  FY 1998  versus  First  Quarter  FY 1997
resulted  in a use of cash of $12.7  million to  decrease  accounts  payable and
accrued expenses.

     First  Quarter  FY 1998  investing  activities  used $5.4  million  of cash
compared to a use of $7.6 million in the First Quarter FY 1997. This decrease is
the  result  of  lower  capital  spending  (including  capitalized  interest  on
construction  in progress) in the First Quarter FY 1998 as compared to the First
Quarter FY 1997.

     First  Quarter  FY 1998  financing  activities  used  cash of $2.4  million
compared  to a use of cash of $9.9  million in the First  Quarter  FY 1997.  The
primary  difference is zero revolver  borrowings and repayments in First Quarter
FY 1998 versus net revolver payments of $7.9 million in First Quarter FY 1997.

     As disclosed in the Company's Annual Report on Form 10-K for the year ended
March  29,  1997,  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 the  accreted
value of $7.0 million and fair market value,  if the appraised fair market value
is determined to be greater than $7.0 million.

     As of July 26, 1997,  the Company had $41.0 million of available  borrowing
capacity  under its revolving  credit  agreements and $2.8 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 June 28,
1997,  the Company had recorded  $3.2 million of current  liabilities  and $10.6
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 the
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

                                                        14


<PAGE>



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 potash
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>
<CAPTION>

                                                  Fiscal 1997                       Fiscal 1998
                                   --------------------------------------------    --------------
                                   1st         2nd         3rd          4th               1st
                                                           (in thousands)
<S>                                <C>         <C>         <C>         <C>                <C>     
Operating Data:
   Net sales ....................  $99,581     $92,337     $151,068    $165,636           $93,199
   Gross profit .................   18,103      17,854       46,715      51,813            17,192 
   Operating income .............    4,138       4,841       32,217      35,781             1,685
   Interest expense .............   20,533      22,293       24,485      24,614            23,660
   Net income (loss) ............  (15,092)    (17,589)       5,763       5,485           (20,245)
Sales by Product:
   Salt .........................   35,287      35,141       72,124      93,347            31,021
   Soda products ................   31,186      28,302       31,179      29,133            31,333
   Boron chemicals ..............   17,214      14,743       14,417      16,677            16,109
   Specialty potash fertilizers .   12,465      11,068       23,484      24,530            11,587
   Other ........................    3,429       3,083        9,864       1,949             3,149



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  ("EU")  Antidumping  Proceeding.  The  Company  has been  notified by the
European  Commission that EU soda ash producers  representing  around 80% of the
total  EU  production  of soda  ash  have  withdrawn  support  for  the  ongoing
antidumping proceeding and that, in these circumstances,  the Commission intends
to propose that the  proceeding be terminated  and the  antidumping  duty on the
Company's  soda ash repealed.  It is not yet certain that this repeal will occur
or, if it does, when it will be repealed.

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




                                                        15


<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)



      August 12, 1997                            /s/  Emanuel J. Di Teresi
                                            -----------------------------------
                                                      Emanuel J. Di Teresi
                                                   Senior Vice President and
                                                    Chief Financial Officer
                                                    Chief Accounting Officer


                                                        16







</TABLE>