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, 2000


                         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:  $45,064,000.

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 26, 2001 was approximately $5,916,000.

The number of shares outstanding of each of the issuer's classes of common

<PAGE>

equity, as of March 26, 2001, was 657,319 shares of Common Stock and 193,750
shares of Class B Common Stock.

Documents Incorporated by Reference:  None.

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 (1)(2)      Director

Julius Y. Oestreicher (1)(2)   Director

Carol R. Kaufman (2)           Director
----------------
(1)    Member of the Compensation Committee.
(2)    Member of the Audit Committee.

         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, 45, 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 MBA from Columbia University Graduate
School of Business.

         ELYSE BETH SILVERBERG, 43, 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.
<PAGE>

         LAWRENCE PEMBLE, 44, 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 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., 60, 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 JD from Georgetown University Law Center.

         A. KENNETH NILSSON, 68, 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 MA in Political Science from the
University of California.

         JULIUS Y. OESTREICHER, 71, 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 BS degree
in Business Administration from City College of New York and a JD from Fordham
University School of Law.

         CAROL R. KAUFMAN, 51, was appointed a Director of the Company in
November, 2000. Ms. Kaufman has been Vice President and Chief Administrative
Officer of The Cooper Companies, a medical device company, since October 1995
and was elected Vice President of Legal Affairs in March 1996. From January 1989
through September 1995, she served as Vice President, Secretary and Chief
Administrative Officer of Cooper Development Company, a healthcare and consumer
products company that was a former affiliate of The Cooper Companies. Ms.
Kaufman received her undergraduate degree from Boston University.


<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
2000 for services in all capacities to the Company during that year:
<TABLE>
<CAPTION>

                                                                                Long Term
                                           Annual Compensation                 Compensation
                                 -------------------------------------------   -------------
                                                                  Other         Shares
Name and                                                          Annual      Underlying
Principal Position               Year   Salary      Bonus       Compensation    Option
------------------               ----   ------      -----       ------------    ------
<S>                              <C>    <C>        <C>        <C>             <C>
Roberta Lipson,                  2000   $174,656   $ 15,000   $155,410(1)     22,000(3)
     Chairperson of              1999   $160,684   $   --     $ 42,594(1)       --
     the Board, Chief            1998   $152,300   $   --     $ 43,235(1)       --
     Executive Officer
     and President

Elyse Beth Silverberg,           2000   $168,185   $ 15,000   $117,960(2)     22,000(3)
     Executive Vice              1999   $154,733   $   --     $125,260(2)       --
     President and               1998   $146,659   $   --     $ 31,443(2)       --
     Secretary

Lawrence Pemble,                 2000   $161,818   $ 15,000   $   --          22,000(3)
     Executive Vice              1999   $148,682   $   --     $  1,450          --
     President Finance           1998   $142,369   $   --     $   --            --
     and Business
     Development

Robert C. Goodwin, Jr            2000   $158,472   $ 15,000   $   --          39,050(4)
     Executive Vice              1999   $139,736   $   --     $  1,120         7,700
     President Operations,       1998   $125,129   $   --     $   --           1,250
     General Counsel,
     Assistant Secretary
     and Treasurer
</TABLE>
----------------

(1)      Includes tuition expenses for Ms. Lipson's sons in China in the amounts
         of $62,980 for 2000, $38,164 for 1999, and $40,785 for 1998. Also
         includes rental expense of $88,000 in 2000.

(2)      Includes yearly rental expense in the amount of $96,000 in 2000,
         $104,000 in 1999, and $9,600 in 1998 for Ms. Silverberg's housing in
         China and tuition expenses in the amounts of $23,960 for 2000, $21,260
         for 1999, and $21,800 for 1998 for Ms. Silverberg's son in China.

(3)      These options are subject to the approval (the "Approval") by the
         Company's shareholders of an amendment to the Company's 1994 Stock
         Option Plan to be submitted to the Company's shareholders at their next
         annual meeting. The options will become exercisable with respect to all
         of the underlying shares immediately after the Approval is obtained.

(4)      These options are subject to the Approval being obtained. The options
         will become exercisable with respect to 36,484 of the shares
         immediately after the Approval is obtained and with respect to the
         remaining 2,566 shares on 11/16/2002, subject to the Approval being
         obtained.
<PAGE>
<TABLE>
<CAPTION>
                        OPTION GRANTS IN LAST FISCAL YEAR

                            NUMBER OF      % OF TOTAL
                            SECURITIES     OPTIONS
                            UNDERLYING     GRANTED TO
                            OPTIONS        EMPLOYEES           EXERCISE OR       EXPIRATION
NAME                        GRANTED        IN FISCAL 2000      BASE PRICE        DATE
----                        -------        --------------      --------------    ---------------
<S>                         <C>    <C>     <C>                 <C>                   <C>  <C>
Roberta Lipson              22,000 (1)     13.1%               $9.56/share       Sept.11, 2010
Elyse Silverberg            22,000 (1)     13.1%               $9.56/share       Sept. 11, 2010
Robert C. Goodwin, Jr.      31,350 (1)     18.7%               $9.56/share       Sept. 11, 2010
Robert C. Goodwin, Jr.       7,700 (2)      4.6%               $8.25/share       Nov. 16, 2010
Lawrence Pemble             22,000 (1)     13.1%               $9.56/share       Sept. 11, 2010

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

(1)      These options will become immediately exercisable with respect to all
         underlying shares immediately upon the Approval being obtained.

(2)      This option will become exercisable with respect to 5,134 of the shares
         immediately upon the Approval being obtained, and with respect to the
         remaining 2,566 shares on 11/16/2002, subject to the Approval being
         obtained.

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 Y/E         THE MONEY OPTIONS AT Y/E
NAME                         EXERCISE(#)    REALIZED($)     EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE(1)
-----                        -----------    -----------     -------------------------     ----------------------------

Robert C. Goodwin, Jr.            0             $0                   46,750                            $0/0
Roberta Lipson                    0             $0                   22,000                            $0/0
Elyse Silverberg                  0             $0                   22,000                            $0/0
Lawrence Pemble                   0             $0                   22,000                            $0/0

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

(1)      Based on the closing bid price per share of $6.75 on December 29, 2000,
         the last trading day of fiscal 2000.
</TABLE>


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 August 1, 2000, have been set at $184,437, $177,606, $170,775
and $167,244, 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, 2001, and is subject to successive annual renewal.
<PAGE>

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

COMPENSATION OF DIRECTORS

         Effective July 2000, 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
$3,000 per annum and an additional $1,000 for each meeting of the Company's
shareholders attended, $500 for each meeting of the Board of Directors attended
and $300 for each meeting of a committee of the Board of Directors attended. The
Company also reimburses each director for reasonable expenses in attending
meetings of the Board of Directors. Directors also receive stock options as
determined by the Board of Directors. Directors who are also employees of the
Company are not separately compensated for their services as directors.

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,
2000, 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,
2001 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 2000 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, the expiration of the
Class A and Class B Warrants on August 18, 1999, and the issuance by the Company
of a ten percent stock dividend in September of 2000.


<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>
Roberta Lipson                                  275                100,000(5)              *                51.6%

Elyse Beth Silverberg                         4,812                 65,125                 *                33.6%

Lawrence Pemble                                 261                 18,625                 *                 9.6%

Robert C. Goodwin, Jr.                        6,612(6)                   0                 *                 0%

Julius Y. Oestreicher                         7,975(7)                   0                 1.2%              0%

A. Kenneth Nilsson                            7,975(8)                   0                 1.2%              0%

Carol R. Kaufman                                900(9)                   0                 *                 0%

Steven T. Newby                             168,910(10)                  0                25.7%              0%
55 Quince Orchard Rd.,
Suite 606
Gaithersburg, MD  20878

All Executive Officers                       28,810(11)            183,750                 4.2%             94.8%
and Directors as a Group
(7 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 5,133 shares that may be purchased pursuant to stock options
         that are currently exercisable.

(7)      Represents shares that may be purchased pursuant to currently
         exercisable stock options. Does not include 2,750 shares of Common
         Stock beneficially owned by Mr. Oestreicher's wife.
<PAGE>

(8)      Includes 6,600 shares that may be purchased pursuant to currently
         exercisable stock options.

(9)      Represents shares that may be purchased pursuant to currently
         exercisable stock options.

(10)     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.

(11)     Includes an aggregate of 20,609 shares that may be purchased pursuant
         to currently exercisable stock options.

<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.


April 30, 2001                              By:  /s/ Robert C. Goodwin, Jr.
                                                 ------------------------------
                                                 Robert C. Goodwin, Jr.
                                                 Executive Vice President and
                                                 General Counsel