1233344v1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended            March 31, 2000         Commission File No.  0-24866
                             ---------------                             -------


                             ISOLYSER COMPANY, INC.
             (Exact name of Registrant as specified in its charter)


          Georgia                                           58-1746149
          -------                                           ----------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                         Identification No.)

                           4320 International Blvd NW
                             Norcross, Georgia 30093
                             -----------------------
                    (Address of principal executive offices)

                                 (770) 806-9898
                                 --------------
              (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 at least the past 90 days.

Yes   X     No ____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

Class                                                Outstanding at May 12, 2000
-----                                                ---------------------------

Common Stock, $.001 par value                                41,402,028


<PAGE>
<TABLE>
<CAPTION>
                                                 ISOLYSER COMPANY, INC.
                                          Condensed Consolidated Balance Sheets
                                                     (in thousands)
<S>                                                    <C>                      <C>
                                                         (unaudited)
              Assets                                   March 31, 2000           December 31,1999
                                                       -----------------------------------------
Current assets
        Cash and cash equivalents                      $      15,155            $      17,006
        Accounts receivable, net                              14,697                   13,773
        Disposition escrow account                             4,330                    3,130
        Inventories, net                                      22,696                   24,036
        Prepaid expenses and other assets                      1,881                    1,298
                                                       ------------------------------------------
                                                       ------------------------------------------
               Total current assets                           58,759                   59,243
                                                       ------------------------------------------

Property, plant and equipment                                 21,989                   21,583
        Less accumulated depreciation                        (13,595)                  12,990)
                                                       ------------------------------------------
               Property, plant, and equipment, net             8,394                    8,593
                                                       ------------------------------------------
Investment in equity securities                                4,489                    3,605
Intangibles and other assets, net                             22,995                   23,898
                                                       ------------------------------------------
               Total assets                            $      94,637            $      95,339
                                                       ==========================================

       Liabilities and Shareholders' Equity

Current liabilities
        Accounts payable                               $       3,206            $       4,340
        Bank overdraft                                           314                      565
        Current installments of long term debt                 2,596                    2,615
        Current portion of deferred licensing revenue          3,000                    3,000
        Current portion of product financing arrangement         520                      520
        Accrued expenses                                       2,052                    2,653
                                                      ------------------------------------------
               Total current liabilities                      11,688                   13,693
                                                      ------------------------------------------
Long term deferred licensing revenue                           5,250                    6,000
Other liabilities                                                794                      924
                                                      ------------------------------------------
               Total liabilities                              17,732                   20,617
                                                      ------------------------------------------

Shareholders' equity
        Common stock                                              42                       41
        Additional paid in capital                           208,167                  206,600
        Accumulated deficit                                 (131,282)                (131,283)
        Unrealized gain on available for
          sale securities                                        636                        -
        Cumulative translation adjustment                        (44)                     (22)
        Unearned shares restricted to
          employee stock ownership plan                         (180)                     (180)
                                                      -----------------------------------------
                                                              77,339                    75,156
Treasury shares, at cost                                        (434)                     (434)
                                                      -----------------------------------------
        Total shareholders' equity                            76,905                    74,722
                                                      ----------------------------------------
               Total liabilities
               and shareholders' equity               $       94,637              $     95,339
                                                      ========================================
</TABLE>



                                       2
<PAGE>
<TABLE>
<CAPTION>

                                          ISOLYSER COMPANY, INC.
              Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)
                                  (in thousands, except per share data)
                                               (unaudited)
<S>                                                       <C>                        <C>

                                                            Three months ended        Three months ended
                                                              March 31, 2000            March 31, 1999
                                                          -----------------------    ----------------------

Net product sales                                                 $       13,265     $       34,769
Licensing revenue                                                            750                  -
                                                          -----------------------    ----------------------
                Total revenues                                            14,015             34,769

Cost of products sold                                                      7,902             23,799
                                                          -----------------------    ----------------------
                Gross profit                                               6,113             10,970

Operating expenses:
       Selling, general and administrative                                 5,002              9,406
       Research and development                                              816                700
       Amortization                                                          279                452
                                                          -----------------------    ----------------------
                Total operating expenses                                   6,097             10,558
                                                          -----------------------    ----------------------
Income from operations                                                        16                412
Interest income                                                              169                 51
Interest expense                                                            (142)              (625)
                                                          -----------------------    ----------------------
Income (loss) before income tax expense                                       43               (162)

Income tax expense                                                            41                205
                                                          -----------------------    ----------------------
Net income (loss)                                                   $          2        $      (367)
                                                          =======================    ======================
Other comprehensive income (loss)
         Foreign currency translation gain (loss)                            (22)                51
         Unrealized gain on available for sale securities                    636                  -
                                                          -----------------------    ----------------------
Comprehensive income (loss)                                         $        616       $       (316)
                                                          =======================    ======================

Net income (loss) per common share  - basic
   and diluted                                                     $        0.00       $      (0.01)
                                                          =======================    ======================

Basic weighted average number of common
  shares outstanding                                                      40,898             39,836
                                                          =======================    ======================

Diluted weighted average number of common
  shares outstanding                                                      43,804             39,836
                                                          =======================    ======================

</TABLE>



                                       3
<PAGE>
<TABLE>
<CAPTION>

                                                     ISOLYSER COMPANY, INC.
                                         Condensed Consolidated Statement of Cash Flows
                                                         (in thousands)
                                                          (unaudited)
<S>                                                                     <C>                   <C>
                                                                        Three months ended    Three months ended
                                                                           March 31, 2000        March 31, 1999
                                                                        --------------------------------------------

Cash flows from operating activities:
   Net income (loss)                                                       $          2           $       (367)
Adjustments to reconcile net income (loss) to net cash used in
Operating activities:
   Depreciation                                                                      605                   982
   Amortization                                                                      391                   441
   Provision for doubtful accounts                                                    30                    33
   Licensing revenue                                                                (750)                    -
   Provision for obsolete and slow moving inventory                                    -                   165
   Changes in assets and liabilities, net of effects
     from disposed businesses                                                     (2,619)               (4,055)
                                                                        --------------------------------------------
Net cash used in operating activities                                             (2,341)               (2,801)
                                                                        --------------------------------------------

Cash flows from investing activities:
   Purchase of and deposits for property, plant and equipment                       (406)                 (400)
   Investment in available for sale securities                                      (249)                    -
   Disposition proceeds                                                                 -                1,958
                                                                        --------------------------------------------
Net cash provided by (used in) investing activities                                 (655)                1,558
                                                                        --------------------------------------------

Cash flows from financing activities:
   Net repayments under credit agreements                                              -                  (397)
   Changes in bank overdraft                                                        (251)                  469
   Net repayments under notes payable                                               (149)                 (146)
   Proceeds from exercise of stock options                                         1,566                     -
   Proceeds from issuance of common stock                                              1                   128
                                                                        --------------------------------------------
Net cash provided by financing activities                                          1,167                    54
                                                                        --------------------------------------------
Effect of exchange rate changes on cash                                              (22)                   51
Net decrease in cash and cash equivalents                                         (1,851)               (1,138)
Cash and cash equivalents at beginning of period                                  17,006                 7,325
                                                                        -------------------------------------------
Cash and cash equivalents at end of period                                 $      15,155         $       6,187
                                                                        ============================================


</TABLE>


                                       4
<PAGE>
                             ISOLYSER COMPANY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1) In  the  opinion  of  management,  the  information  furnished  reflects  all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation  of the financial  position,  results of operations  and cash
flows  for  the  interim  periods.  Results  for  the  interim  periods  are not
necessarily  indicative  of results  to be  expected  for the full  year.  These
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes thereto contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.

2)  Inventories  are stated at the lower of cost or market and are summarized as
follows:

     (in thousands)               March 31, 2000       December 31, 1999
     --------------               --------------       -----------------

Raw materials and supplies           $  11,401         $  12,056
Work in process                          1,174             1,389
Finished goods                                            12,199
                                        11,433
                                      ----------       ----------
         Total                          24,008            25,644


Reserve for excess, slow moving
     and obsolete inventory             (1,312)           (1,608)
                                     ------------      -----------
         Total                       $  22,696         $  24,036
                                     ============      ===========

At March 31, 2000 and December 31, 1999 the net OREX inventory is  approximately
$7.0 million and $7.2 million, respectively.

3) The remaining net assets of the MedSurg  subsidiary at December 31, 1999 were
classified as held for sale in the accompanying condensed consolidated financial
statements. Title to these assets transferred to Allegiance on January 31, 2000.
They were comprised of the following:

(in thousands)                                  December 31, 1999
                                             --------------------------
Assets:
    Inventory                               $              4,846
                                             -------------------------
           Total Assets                                    4,846
Liabilities:
    Accounts payable                                       3,211
    Accrued liabilites                                     1,635
                                             --------------------------
           Total Liabilities                               4,846

    Net assets held for sale                 $                 -
                                             ==========================




                                       5
<PAGE>

On March 31, 1999, the Company disposed of its former corporate headquarters for
proceeds of  approximately  $1.9 million.  Effective  May 31, 1999,  the Company
disposed  of the stock of its  White  Knight  subsidiary  ("White  Knight")  for
proceeds of  approximately  $8.2  million.  These  proceeds  were used to reduce
outstanding borrowings under the Company's Credit Agreement.

On July 12, 1999, the Company disposed of substantially all of the assets of its
MedSurg  subsidiary  and entered into an OREX License and Supply  Agreement (the
"License Agreement") with Allegiance Healthcare  Corporation  ("Allegiance") for
net proceeds of $28.6  million,  consisting  of $25.5 million in cash and a $3.1
million escrow receivable (the "Disposition Escrow Account"). A portion of these
proceeds  were used to pay-off the  remaining  balance of the  Company's  Credit
Agreement.  As part of the sale of  MedSurg  assets,  title to  certain  MedSurg
assets and liabilities transferred to Allegiance on January 31, 2000. The escrow
is to be paid upon the satisfaction by the Company of certain covenants included
in the sale agreement.  On February 16, 2000, Allegiance deposited an additional
$1.2 million into the  Disposition  Escrow Account  related to costs the Company
incurred in 2000 on Allegiance's behalf.

Allegiance  has made  certain  claims  relative  to  product  returns  of excess
inventories,  failure to disclose certain lost customer  accounts and failure to
complete certain manufacturing assembly services under a temporary manufacturing
contract.  The Company has denied that it has any  liability to  Allegiance  for
these claims and remains in discussions with Allegiance to expeditiously reach a
satisfactory conclusion.

The following  represents  the results of operations of the above noted disposed
entities for the three months ended March 31, 1999:

                                        THREE MONTHS ENDED MARCH 31, 1999
                                        ---------------------------------
(in thousands, except per share data)

Net revenues                                        $20,335
Net loss                                               (707)
Net loss per share - basic                          $ (0.02)

4) Basic per share earnings (loss) is computed using the weighted average number
of common shares  outstanding for the period.  Diluted per share earnings (loss)
is computed  including the dilutive effect of all contingently  issuable shares.
The difference between basic and diluted weighted average shares is attributable
to 2.9 million  stock  options for the three months ended March 31, 2000.  There
were no dilutive stock options  outstanding for the three months ended March 31,
1999.

5) On February 11, 2000 the Company paid  $249,000 in cash for a 13.0%  interest
in  Consolidated  Ecoprogress  Technology,  Inc.  ("CES").  CES  is  a  Canadian
environmental  technology  company  focused on being a leader in developing  and
selling biodegradable and disposable absorbent products such as diapers,feminine
hygiene, adult incontinence and other

                                       6
<PAGE>

products.  This  investment  is  classified  in  accordance  with  Statement  of
Financial  Accounting Standards ("SFAS") 115, Accounting for Certain Investments
in Debt and Equity Securities, as available for sale securities and is stated at
market  value.  Any change in market  value  between  periods is  included  as a
component of shareholders'  equity. The value of this investment as of March 31,
2000 was $885,000.


ITEM 2.
-------

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

Net revenues for the three months ended March 31, 2000 (the "2000 Quarter") were
$14.0  million  compared to $34.8  million for the three  months ended March 31,
1999  (the  "1999  Quarter").  Excluding  sales  of  White  Knight  and  MedSurg
(businesses  disposed of in 1999),  net  revenues in the 1999 Quarter were $14.4
million, which reflects a decrease of 2.9% in 2000 Quarter net revenues compared
to  adjusted  net  revenues  in the 1999  Quarter.  Net  revenues  from sales of
Microtek  products  were $12.6  million  during the 2000  Quarter as compared to
$13.7  million  during the 1999 Quarter,  a decrease of 7.4%.  This decrease was
primarily a result of the effect of a  short-term  manufacturing  contract  with
Allegiance during the 1999 Quarter with no comparable sales in the 2000 Quarter.
Net revenues  from sales of safety  products  were $1.8 million  during the 2000
Quarter as compared to $2.2 million in the 1999 Quarter,  or a decline of 19.7%.
The decline reflects a reduction in LTS product revenues.

Net revenues of OREX Technologies International ("OTI") were $1.3 million during
the 2000 Quarter as compared to $769,000 during the 1999 Quarter.  In April 1999
the Company introduced new OREX degradable  products to the healthcare  industry
under the Enviroguard  trademark,  which uses a hydroentanglement  manufacturing
process to produce a spunlaced  fabric.  The Company's  future  performance will
depend to a  substantial  degree upon market  acceptance of this product and the
Company's ability to successfully  manufacture,  market,  deliver and expand its
OREX Degradables and Enviroguard lines of products at acceptable profit margins.
In  connection  with the July 12,  1999  sale by the  Company  of the  assets of
MedSurg to Allegiance,  the Company granted to Allegiance a worldwide  exclusive
license to Isolyser's OREX and Enviroguard proprietary technologies to make, use
and sell  products  made from  material  which can be dissolved  and disposed of
through a sanitary  sewer system for healthcare  applications.  Net revenues for
the 2000 Quarter  include  $750,000 of licensing  revenues  attributable  to the
License  Agreement.  There  can  be  no  assurances  that  OREX  Degradables  or
Enviroguard  products will achieve or maintain  substantial  acceptance in their
target  markets.  See the risks  described under "Risk Factors" in the Company's
Annual  Report on Form 10-K for the period  ending  December 31, 1999 (the "1999
Annual Report")  including,  without  limitation,  "Risk  Factors-History of Net
Losses,"  "-Marketing  Risks  affecting OREX Products" and  "-Manufacturing  and
Supply Risks".

Gross profit for the 2000 Quarter was $6.1 million, or 43.6% of net revenues, as
compared to $11.0 million,  or 31.6% of net revenues,  in the 1999 Quarter.  The
improvement  in gross margin

                                       7
<PAGE>
is  attributable  to improved  gross profit at OTI,  primarily  due to licensing
revenues from the Allegiance  License  Agreement,  and improvements in sales mix
associated  with  the  cessation  of  sales  of  lower  margin  products  due to
divestiture transactions. Microtek's gross profit declined $1.2 million or 19.6%
in the 2000  Quarter as  compared to the 1999  Quarter.  This  decline  resulted
primarily from the  completion of the  aforementioned  short-term  manufacturing
contract for a customer in 1999.

Selling,  general and administrative expenses were $5.0 million, or 35.7% of net
revenues,  in the 2000  Quarter,  as compared to $9.4  million,  or 27.1% of net
revenues,  in the 1999 Quarter.  The reduction in absolute selling,  general and
administrative  expenses  was due  primarily  to the sale by the  Company of the
White  Knight and MedSurg  operations.  The  increase  in  selling,  general and
administrative  costs as a percentage  of revenues  was due to the  reduction in
revenues  associated  with the  divestiture of these  operations.  The Company's
White  Knight  and  MedSurg   subsidiaries   had  lower  selling,   general  and
administrative  costs as a percentage of revenues.  Although Microtek's selling,
general and  administrative  cost to sales ratio is higher than White Knight and
MedSurg, Microtek's gross margins are also significantly higher. During the 2000
Quarter,  Microtek increased its selling,  general and administrative  cost as a
percentage  of  revenues  by 3.5% as  compared  to the  1999  Quarter.  This was
primarily due to lower revenues,  as actual selling,  general and administrative
expenses declined slightly.

Research and  development  expenses were $816,000 or 5.8% of net revenues in the
2000  Quarter as  compared  to  $700,000,  or 2.0% of net  revenues  in the 1999
Quarter. The decline in research and development expense is primarily related to
reduced costs  associated with the development and registration of the Company's
LTS  Plus  product  as well as  reduced  development  cost  associated  with the
introduction  of  the  Company's  Enviroguard  product  line.

Amortization  was  $279,000  in the 2000  Quarter as compared to $452,000 in the
1999 Quarter. The decline in amortization expenses was primarily due to the sale
of White  Knight and  disposition  of certain  assets of the  Company's  MedSurg
subsidiary.

The  resulting  income  from  operations  was  $16,000  for the 2000  Quarter as
compared to $412,000 for the 1999 Quarter.

Interest  income,  net of interest  expense,  was $27,000 in the 2000 Quarter as
compared  to a net  expense of  $574,000  in the 1999  Quarter.  The  decline in
interest expense is attributed to reduced borrowings during the 2000 Quarter, as
compared to 1999, as a result of the  disposition of the  aforementioned  assets
during 1999.

Provision for income taxes reflects expenses of $41,000 and $205,000 in the 2000
and 1999 Quarters, respectively.

The  resulting  net income was $2,000 for the 2000  Quarter as compared to a net
loss of $367,000 in the 1999 Quarter.


                                       8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At March 31, 2000, the Company's cash and  equivalents  totaled $15.2 million as
compared to $17.0  million at December 31, 1999.  During the 2000  Quarter,  the
Company used $2.3 million of cash from operating activities as compared to a use
of $2.8  million in the 1999  Quarter.  During  the 2000  Quarter,  the  Company
incurred  costs  on  Allegiance's  behalf  totaling  $1.2  million.   Allegiance
subsequently  deposited an additional $1.2 million into the  Disposition  Escrow
Account (Note 3).

The Company  used  $655,000 in investing  activities  during the 2000 Quarter as
compared to $1.6  million  generated  by  investing  activities  during the 1999
Quarter.  During the 2000 Quarter the Company invested  $249,000 in Consolidated
Ecoprogress Technology, Inc. (Note 5).

During  the 2000  Quarter,  the  Company  generated  $1.2  million  in cash from
financing activities compared to $54,000 generated in the 1999 Quarter. Proceeds
from the exercise of stock options provided $1.6 million in the 2000 Quarter.

As more fully  described  in the  Company's  1999  Annual  Report,  the  Company
maintains a $15.0  million  credit  agreement  (as amended to date,  the "Credit
Agreement")  with a bank consisting of a revolving  credit facility  maturing on
June 30, 2000.  Borrowing  availability  under the revolving  credit facility at
March 31, 2000 was approximately  $11.7 million.  The Company had no outstanding
borrowings  under the revolving  credit  facility at March 31, 2000.  The Credit
Agreement  provides for the issuance of up to $1.0 million in letters of credit.
There were no  letters of credit  outstanding  at March 31,  2000.  At March 31,
2000, the Company was not in compliance  with the EBITDA  covenant  contained in
the  Credit  Agreement,  but has  obtained  a waiver  dated  May 2, 2000 of this
violation from the bank.

Based upon its current  business plan, the Company expects that cash equivalents
and short term  investments on hand, the Company's  existing credit facility and
funds  budgeted to be  generated  from  operations  will be adequate to meet its
liquidity  and  capital  requirements  for the next year.  Currently  unforeseen
future  developments  and increased  working  capital  requirements  may require
additional  debt  financing  or  issuance  of  common  stock.  There  can  be no
assurances that the Company could obtain any required  additional debt financing
or successfully consummate an issuance of common stock on terms favorable to the
Company, if at all.

FORWARD LOOKING STATEMENTS
--------------------------

Statements  made in this  Management's  Discussion  and  Analysis  of  Financial
Condition  and Results of Operations  include  forward-looking  statements  made
under the  provisions  of the Private  Securities  Litigation  Reform  Act.  The
Company's  actual  results  could differ  materially  from such  forward-looking
statements and such results will be affected by risks described in the Company's
1999 Annual Report including,  without  limitation,  those described under "Risk
Factors - History of Net Losses",  "-Marketing  Risks  affecting OREX Products",
"-Manufacturing  and Supply Risks",  "-Regulatory  Risks",  "-Competition",  and
"-Claims Arising from Divestitures".

                                       9
<PAGE>

ITEM 3.
-------

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------

The Company's greatest  sensitivity with respect to market risk is to changes in
the  general  level of U.S.  interest  rates and its effect  upon the  Company's
interest expense.  At March 31, 2000, the Company has no long-term or short-term
debt that bears interest at floating  rates.  However,  should the Company incur
borrowings  under its Credit  Agreement,  such borrowings would bear interest at
variable rates. Because these rates are variable,  an increase in interest rates
would result in additional  interest  expense and a reduction in interest  rates
would result in reduced interest expense.



                                       10
<PAGE>

                                     PART II

                                OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS
-------           -----------------

Not applicable.

ITEM 2.           CHANGES IN SECURITIES AND USES OF PROCEEDS
-------           ------------------------------------------

During the  quarter  for which  this  report is filed,  there  were no  material
modifications in the instruments defining the rights of shareholders. During the
quarter  for which this  report is filed,  none of the rights  evidenced  by the
shares of the Company's common stock were materially limited or qualified by the
issuance or  modification  of any other class of securities.  During the quarter
for which this report is filed,  the Company  sold no equity  securities  of the
Company that were not registered under the Securities Act of 1933, as amended.

ITEM 3.           DEFAULT UPON SENIOR SECURITIES
-------           ------------------------------

At March 31, 2000,  the Company was not in compliance  with the EBITDA  covenant
contained in the Credit  Agreement,  but has obtained a waiver dated May 2, 2000
of this violation from its senior lender.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
-------           --------------------------------------------------

None.

ITEM 5.           OTHER INFORMATION
-------           -----------------

None.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
-------     --------------------------------

(a)         Exhibits:

Exhibit
 No.        Description
 ---        -----------

3.1(1)      Articles of Incorporation of Isolyser Company, Inc.

3.2(2)      Articles of Amendment to Articles of Incorporation of Isolyser
            Company, Inc.

3.3(1)      Amended and Restated Bylaws of Isolyser Company, Inc.

3.4(3)      First Amendment to Amended and Restated Bylaws of Isolyser
            Company, Inc.


                                       11
<PAGE>


3.5(4)     Second Amendment to Amended and Restated Bylaws of Isolyser
           Company, Inc.

4.1(1)     Specimen Certificate of Common Stock

27.1*       Financial Data Schedule

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

*  Filed herewith.



(1)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-1 (File No. 33-83474).

(2)  Incorporated by reference to Exhibit 3.2 of the Company's  Annual Report on
     Form 10-K for the year ended December 31, 1996.

(3)  Incorporated by reference to Exhibit 3.1 to the Company's Current Report on
     Form 8-K filed July 29, 1996.

(4)  Incorporated by reference to Exhibit 3.1 to the Company's Current Report on
     Form 8-K filed December 20, 1996.


(b)  The Company filed no current reports on Form 8-K during the 2000 Quarter.


                                       12
<PAGE>

                                  SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has caused  this  quarterly  report on Form 10-Q to be signed on its
behalf by the undersigned thereunto duly authorized on May 15, 2000.


                                  ISOLYSER COMPANY, INC.



                                  By:   /s/ Migirdic Nalbantyan
                                        --------------------------------
                                        Migirdic Nalbantyan
                                        President & CEO
                                        (principal executive officer)



                                  By:   /s/ James C. Rushing, III
                                        --------------------------------
                                        Chief Financial Officer
                                        (principal financial officer)



                                       10