U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 ON
                                  FORM 10-KSB/A

[X]        ANNUAL  REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES EXCHANGE
           ACT OF 1934.

                     FOR FISCAL YEAR ENDED DECEMBER 31, 1999


                         Commission File Number: 0-24624
                         -------------------------------

                      U.S.-CHINA INDUSTRIAL EXCHANGE, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


                NEW YORK                                         13-3097642
-----------------------------------------------                ----------------
(State or Other Jurisdiction of Incorporation)                (I.R.S. Employer
           or Organization)                                  Identification No.)

          7201 WISCONSIN AVENUE
            BETHESDA, MARYLAND                                     20814
-----------------------------------------                        ----------
(Address of Principal Executive Offices)                         (Zip Code)

                                 (301) 215-7777

                                 --------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.01 par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]

Check if disclosure  of delinquent  filers in response to item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-KSB[ ].

Issuer's revenues for its most recent fiscal year:  $37,128,000.

The aggregate market value of the voting stock held by  non-affiliates  computed
by reference to the price at which the stock was sold, the average bid and asked
prices of such stock, as of March 22, 2000 was approximately $10,440,000.


<PAGE>

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity,  as of March 22,  2000,  was 596,563  shares of Common Stock and 193,750
shares of Class B Common Stock.

Documents Incorporated by Reference:  None.


                                      -2-
<PAGE>


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

         The directors  and executive  officers of the Company and their present
positions with the Company are as follows:

Name                           Positions with the Company
----                           --------------------------

Roberta Lipson                 Chairperson of the Board of Directors,
                               Chief Executive Officer and President

Elyse Beth Silverberg          Executive Vice President, Secretary and
                               Director

Lawrence Pemble                Executive Vice President Finance and Business
                               Development and Director

Robert C. Goodwin, Jr.         Executive Vice President Operations, Treasurer,
                               Assistant Secretary, General Counsel and Director

A. Kenneth Nilsson*            Director

Julius Y. Oestreicher*         Director

----------------
* Member of both the Audit and Compensation Committees.

         All directors of the Company hold office until the next annual  meeting
of the  shareholders and until their successors have been elected and qualified.
The  officers of the Company are elected by the Board of  Directors at the first
meeting after each annual meeting of the Company's  shareholders and hold office
until their resignation, removal from office or death.

         Set forth below is certain information with respect to each director:

         ROBERTA  LIPSON,  44,  co-founded  the Company in 1981.  Ms. Lipson has
served as the Chairperson of the Board of Directors, Chief Executive Officer and
President  since that time.  From 1979 until  founding the Company in 1981,  Ms.
Lipson was  employed  in China by Sobin  Chemical,  Inc.,  a  worldwide  trading
company,  as  Marketing  Manager,  coordinating  marketing  and sales of various
equipment in China. Ms. Lipson was employed by Schering-Plough Corp. in the area
of product marketing until 1979. Ms. Lipson received a B.A. degree in East Asian
Studies from Brandeis University and an M.B.A. from Columbia University Graduate
School of Business.

         ELYSE  BETH  SILVERBERG,  42,  co-founded  the  Company  in  1981.  Ms.
Silverberg  has served as the Company's  Executive  Vice President and Secretary
and as a Director since that time.  Prior to founding the Company,  from 1980 to
1981, Ms. Silverberg  worked with Ms. Lipson at Sobin Chemical,  Inc. and was an
intern in China with the  National  Council  for  U.S.-China  Trade from 1979 to
1980. Ms. Silverberg  received a B.A. degree in Chinese Studies and History from
the State University of New York at Albany.

         LAWRENCE  PEMBLE,  43,  joined  the  Company  in 1984 and has served as
Executive Vice President  Finance and Business  Development  since January 1996.
From 1986 until 1996,  Mr.  Pemble served as Vice  President of Marketing.  From
1986 through April 1992 and September  1993 to the present,  Mr. Pemble has also
served as a Director of the Company.  Prior to joining the Company,  Mr.  Pemble
was employed by China Books


                                      -3-
<PAGE>

and Periodicals,  Inc. as Manager, East Coast Center. Mr. Pemble received a B.A.
degree in Chinese Studies and Linguistics  from the State University of New York
at Albany.

         ROBERT C.  GOODWIN,  JR.,  59, has served as Executive  Vice  President
Operations  since January 1996,  as Assistant  Secretary  since June 1995 and as
General Counsel,  Treasurer and a Director of the Company since October 1992. In
addition to his other duties,  from October 1992 until January 1996, Mr. Goodwin
served as Vice  President of  Operations  for the Company.  Prior to joining the
Company,  Mr.  Goodwin was  engaged in the private  practice of law from 1979 to
1992, with a specialty in international law, in Washington,  D.C. and had served
as the Company's  outside  counsel  since 1984.  Prior to such  employment,  Mr.
Goodwin served for two years as the Assistant  General Counsel for International
Trade and Emergency  Preparedness for the United States Department of Energy and
for three years as the Deputy  Assistant  General Counsel for the Federal Energy
Administration.  From 1969 until 1974, Mr. Goodwin served as an attorney-advisor
for the U.S.  Department of Commerce.  Mr. Goodwin  received a B.A.  degree from
Fordham University and a J.D. from Georgetown University Law Center.

         A. KENNETH  NILSSON,  67, has served as a Director of the Company since
January 1996.  Since 1989,  Mr.  Nilsson has served as Chairman of Eureka Group,
Inc., a consulting firm he founded in 1972. Prior to 1989, Mr. Nilsson served as
Vice  Chairman  of  Cooper   Companies,   Inc.,   and  as  President  of  Cooper
Laboratories,  Inc.,  and  President of Cooper  Lasersonics,  Inc. He previously
served as an  executive of Max Factor & Co.,  Ltd. and of Pfizer  International,
Inc.  Mr.  Nilsson  received  a  B.A.  degree  in  Telecommunications  from  the
University  of Southern  California  and an M.A. in  Political  Science from the
University of California.

         JULIUS Y.  OESTREICHER,  70, has served as a  Director  of the  Company
since  January  1996.  Mr.  Oestreicher  has been a partner with the law firm of
Oestreicher & Ennis,  LLP and its  predecessor  firms for thirty years,  engaged
primarily in estate,  tax and  business  law.  Mr.  Oestreicher  received a B.S.
degree in Business  Administration from City College of New York and a J.D. from
Fordham University School of Law.


                                      -4-
<PAGE>


ITEM 10.          EXECUTIVE COMPENSATION.

         The  following  table  sets  forth  information  concerning  the annual
compensation  of the  Company's  chief  executive  officer and other most highly
compensated  executive  officers whose salary and bonus exceeded $100,000 during
1998 for services in all capacities to the Company during that year:

<TABLE>
<CAPTION>

                                                                                                                       Long Term
                                                                             Annual Compensation                      Compensation
                                                         ---------------------------------------------------------    ------------

Name and                                                                                                Other           Shares
Principal Position                                                                    Annual          Underlying
                                                         Year         Salary          Bonus           Compensation      Option
                                                         ----         ------          -----           ------------      ------
<S>                                                       <C>         <C>             <C>             <C>              <C>
Roberta Lipson,                                           1999        $160,684        $   --          $ 42,594(1)            --
     Chairperson on                                       1998        $152,300        $   --          $ 43,235(1)            --
     the Board, Chief                                     1997        $167,670        $   --          $ 26,421(1)            --
     Executive Officer
     and President

Elyse Beth Silverberg,                                    1999        $154,733        $   --          $125,260(2)            --
     Executive Vice                                       1998        $146,659        $   --          $ 31,443(2)            --
     President and                                        1997        $161,460        $   --          $ 29,834(2)            --
     Secretary

Lawrence Pemble,                                          1999        $148,682        $   --          $   --                 --
     Executive Vice                                       1998        $142,369        $   --          $   --                 --
     President Finance                                    1997        $161,221        $   --          $   --                 --
     and Business
     Development

Robert C. Goodwin, Jr                                     1999        $139,736        $   --          $   --                7,000(3)
     Executive Vice                                       1998        $125,129        $   --          $   --                1,250
     President Operations, 1997                                       $141,875        $ 31,203        $   --                2,500
     General Counsel,
     Assistant Secretary
     and Treasurer
</TABLE>

----------

(1)      Includes  tuition  expense for Ms. Lipson's sons in China in the amount
         of $38,164 for 1999, $40,785 for 1998, and $23,971 for 1997

(2)      Includes  yearly  rental  expense  in the amount of  $104,000  in 1999,
         $9,600 in 1998 and $9,400 in 1997 for Ms. Silverberg's housing in China
         and tuition  expense in the  amounts of $21,260  for 1999,  $21,800 for
         1998, and $20,434 for 1997 for Ms. Silverberg's son in China.

(3)      All of these  options  represent  the  repricing  during fiscal 1999 of
         previously-issued options.


                                      -5-
<PAGE>


                                              OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>

                                                                                                 POTENTIAL REALIZABLE
                                                                                                 VALUE AT ASSUMED
                           NUMBER OF      % OF TOTAL                                             ANNUAL RATES OF STOCK
                           SECURITIES     OPTIONS                                                PRICE APPRECIATION FOR
                           UNDERLYING     GRANTED TO                                             OPTION TERMS
NAME                       OPTIONS        EMPLOYEES IN      EXERCISE OR         EXPIRATION       ----------------------
----                       GRANTED        FISCAL 1999       BASE PRICE          DATE                5%($)       10%($)
                           -------        -----------       ----------------    ---------------  ----------    ---------

<S>                         <C>            <C>               <C>               <C>              <C>           <C>
Robert C. Goodwin, Jr.      7,000          20.9%             $9.15/share(1)      July 13, 2009    $40,281      $102,079
</TABLE>

----------------
(1)      These  options were  repriced  during fiscal 1999 from a price range of
         between  $16  and  $40  per  share.   These  options  are   immediately
         exercisable as to 2,334 shares and are  exercisable on each of July 13,
         2000 and July 13, 2001 with respect to an additional 2,333 shares.

<TABLE>
<CAPTION>

                   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES


                                                             NUMBER OF SECURITIES
                             SHARES                        UNDERLYING UNEXERCISED        VALUE OF UNEXERCISED IN-
                             ACQUIRED ON    VALUE          OPTIONS AT FISCAL YEAR        THE MONEY OPTIONS AT END
NAME                         EXERCISE(#)    REALIZED($)    EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE(1)
-----                        -----------    -----------    -------------------------     ----------------------------

<S>                                <C>          <C>               <C>                           <C>
Robert C. Goodwin, Jr.             0            $0                2,334/4,666                   $21,239/$42,461
</TABLE>

----------------
(1)      Based on the  closing  bid price per share of $18.25 on the last day of
         fiscal 1999.


OPTION REPRICING

         The 1994 Stock Option Plan was  established as an employment  incentive
to retain the persons necessary for the development and financial success of the
Company.  As a result of the  decline  over a long  period of time of the market
price of the Company's  Common Stock,  on July 12, 1999,  the Board of Directors
determined  that the  Company's  outstanding  stock options for its employees no
longer  served as intended.  Pursuant to the  authority  granted  under the 1994
Stock  Option  Plan,  on that date the Board of  Directors  voted to approve the
repricing of outstanding  options to employees,  including 7,000 options granted
to Robert C.  Goodwin,  Jr. Such  repricing was effected by offering to exchange
new  options  with an exercise  price of $9.15 per share,  which was 110% of the
fair market  value of the Common  Stock on the date of  repricing,  for the same
number of options then held by each optionee.  The new options also were subject
to new  vesting  such that  approximately  one-third  of such new  options  were
exercisable on each of the date of grant and the next two anniversaries thereof.
All of the  repriced  options had been  immediately  exercisable  on the date of
repricing.  Otherwise,  such new options have identical  terms and conditions as
the repriced options.

EMPLOYMENT AGREEMENTS

         The Company  has entered  into an  employment  agreement,  with each of
Mmes.  Lipson and Silverberg and Messrs.  Pemble and Goodwin  providing for base
salaries to be subject to annual  review and  adjustment  as  determined  by the
company, and which effective June 1, 1999, have been set at $167,670,  $161,460,
$155,250 and

                                      -6-
<PAGE>

$152,040,  respectively.  Each such executive  officer also receives  additional
benefits,  including those generally provided to other executive officers of the
Company.  In  addition,  each of  Mmes.  Lipson  and  Silverberg  also  receives
reimbursement  of  expenses  relating  to  residing  in China.  Each  employment
agreement also contains non-competition  provisions that preclude each executive
from  competing  with the  Company  for a period of two  years  from the date of
termination  of  employment  unless his or her  employment  is terminated by the
Company  without cause,  as such term is defined in the  employment  agreements.
Each  employment  agreement  has been  automatically  extended  for the one-year
period ending April 30, 2000, and is subject to successive annual renewal.

         The  Company  has  obtained an individual  term life  insurance  policy
covering  Ms.  Lipson  in the  amount of  $2,000,000.  The  Company  is the sole
beneficiary under this policy.

COMPENSATION OF DIRECTORS

         Each director who is not an employee of the Company is paid for service
on the Board of  Directors  a  retainer  at the rate of $1,000  per annum and an
additional $500 for each meeting of the Board of Directors attended. The Company
also reimburses each director for reasonable  expenses in attending  meetings of
the Board of Directors.  Directors who are also employees of the Company are not
separately compensated for their services as directors. In addition, on July 13,
2000, each director who is not an employee of the Company was granted,  pursuant
to the Company's 1994 Stock Option Plan, options to purchase 4,000 shares of the
Company's  Common Stock at an exercise price per share of $8.3125.  Such options
have a term of ten years and are immediately exercisable.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's  directors and  executive  officers,  and persons who own
more than 10% of the Company's  Common Stock,  to file with the  Securities  and
Exchange  Commission  (the "SEC")  initial  reports of ownership  and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers,  directors  and  greater  than 10%  shareholders  are  required by SEC
regulation  to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's  knowledge,  based solely on review of the copies of such
reports  furnished to the Company during the one-year  period ended December 31,
1999,  all  Section  16(a)  filing  requirements  applicable  to  its  officers,
directors and greater than 10% shareholders were complied with.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table sets forth  information  as to the  ownership  of
shares of the  Company's  Common  Stock and Class B Common Stock as of April 15,
2000 with respect to (i) holders known to the Company to  beneficially  own more
than five percent of the  outstanding  Common Stock or the Class B Common Stock,
(ii) each director,  (iii) the Company's Chief Executive  Officer and each other
executive  officer whose annual cash compensation for 1998 exceeded $100,000 and
(iv) all  directors  and  executive  officers  of the  Company  as a group.  The
following  calculation  takes into account the Company's  one-for-eight  reverse
stock  split  of its  Common  Stock  and  Class B Common  Stock,  as well as the
expiration of its Class A and Class B Warrants on August 18, 1999.


                                      -7-
<PAGE>

<TABLE>
<CAPTION>


                                                            Amount and Nature
                                                             of Beneficial
                                                            Ownership (2)(3)                     Percent of:
                                                            -----------------                    -----------
Name and Address of                       Common                Class B                  Common          Class B
Beneficial Shareholder(1)                 Stock             Common Stock(4)               Stock        Common Stock
-------------------------                 -----             ---------------               -----        ------------
<S>                                          <C>                        <C>             <C>           <C>
Roberta Lipson                                  250                100,000(5)                 *             51.6%

Elyse Beth Silverberg                         4,375                 65,125                    *             33.6%

Lawrence Pemble                                 238                 18,625                    *              9.6%

Robert C. Goodwin, Jr.                        3,678(6)                   0                    *                0%

Julius Y. Oestreicher                         5,250(7)                   0                    *                0%

A. Kenneth Nilsson                            5,250(8)                   0                    *                0%

Steven T. Newby                             123,500(9)                   0                  20.7%              0%
55 Quince Orchard Rd,
Suite 606
Gaithersburg, MD  20878

All Executive Officers                       18,541(10)            183,750                   3.0%           94.8%
and Directors as a Group
(6 persons)
</TABLE>

---------------------------
* Less than 1%.

(1)      Unless otherwise  indicated,  the business address of each person named
         in  the  table  is  c/o  U.S.-China  Industrial  Exchange,  Inc.,  7201
         Wisconsin Avenue, Bethesda, Maryland 20814.

(2)      Except as  otherwise  indicated,  each of the  parties  listed has sole
         voting and investment power with respect to all shares indicated below.

(3)      Beneficial ownership is calculated in accordance with Regulation S-B as
         promulgated by the Securities and Exchange Commission.

(4)      The Class B Common  Stock is entitled  to six votes per share,  whereas
         the Common Stock is entitled to one vote per share.

(5)      Includes  5,000 shares held by the Ariel  Benjamin Lee Trust,  of which
         Ms. Lipson is a Trustee.

(6)      Includes  2,334 shares that may be purchased  pursuant to stock options
         that are exercisable currently or within 60 days.

(7)      Represents   shares  that  may  be  purchased   pursuant  to  currently
         exercisable  stock  options.  Does not include  2,500  shares of Common
         Stock beneficially owned by Mr. Oestreicher's wife.

(8)      Includes  4,000  shares that may be  purchased  pursuant  to  currently
         exercisable stock options.

                                      -8-
<PAGE>

(9)      The amount and nature of beneficial ownership of these shares by Steven
         T. Newby is based  solely on the  Schedule  13G filings as submitted by
         Mr. Newby.

(10)     Includes an aggregate of 11,584  shares that may be purchased  pursuant
         to currently exercisable stock options.






                                      -9-
<PAGE>



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

                  Not applicable.


SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused  this  Form  10-KSB/A  to be signed  on its  behalf  by the  undersigned,
thereunto duly authorized.

                                            U.S.-CHINA INDUSTRIAL EXCHANGE, INC.


May 1, 2000                           By:   /s/ Robert C. Goodwin, Jr.
                                            --------------------------
                                                Robert C. Goodwin, Jr.
                                                Executive Vice President and
                                                General Counsel