To Become Effective Upon Filing
                                                 Pursuant to Rule 462

           As filed with the U.S. Securities and Exchange Commission

                                                     Registration No.

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

                       Securities and Exchange Commission
                              Washington D.C. 20549
                                    Form S-8


                             Registration Statement
                                      Under
                           The Securities Act of 1933
                           --------------------------

                      USA BRIDGE CONSTRUCTION OF N.Y., INC.
                      -------------------------------------
               (Exact name of issuer as specified in its charter)

        New York                                        11-3032277
        --------                                        ----------
State of Incorporation                     (I.R.S. Employer Identification No)

            53-09  97th Place, Corona N.Y.                    11368
            ------------------------------                    -----
      (Address of Principal Executive Offices)              (Zip Code)


                      1994 SENIOR MANAGEMENT INCENTIVE PLAN
                      -------------------------------------
                            (Full Title of the Plan)

            c/o Joseph Polito - USA Bridge Construction of N.Y., Inc.
                                53-09 97th Place,
                                Corona, N.Y. 11368
                  (Name and Address of Agent for Service)

                               (718)  699-0100
                  (Telephone Number including area code of
                  agent of service)

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

Approximate  Date of  Commencement  of Proposed sales under the Plan: as soon as
practicable after this Registration Statement becomes effective

Total number of Pages:            61

Exhibit Index begins sequentially on numbered page:    14
<PAGE>



                           Calculation of the Registration Fees


Title of Securities  Amount to     Proposed   Proposed  Amount of
to be Registered     be Registered Maximum    Maximum   Registra-
----------------     ------------- Offering   Aggregate tion Fee
                                   Price Per  Offering  ---------
                                   Share      Price
                                   ---------  --------
Shares of
Common Stock
 .001 par value
per share            290,000*      $2.125    $616,250    $181.79

                                            
                     -------                 --------    -------
         Total =     290,000                 $616,250    $181.79



*The issuance of the 290,000 shares of Common Stock being registered  hereby was
authorized by the Company on December 5, 1997.  The shares were issued in March,
1998. They were held in escrow,  pending vesting to certain executive  employees
of the Company pursuant to the Company's 1994 Senior Management Incentive
Plan.





                                       2
<PAGE>
PART I    INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

Item 1.   Plan Information

                  (See attached Exhibit Four)

Item 2.           Registrant Information and Employee Plan Annual
                  Information

                  All employee  participants  are entitled to,  without  charge,
                  upon  written  or  oral  request,  a  copy  of  all  documents
                  referenced below which are incorporated by reference in Item 3
                  of Part II of the  registration  statement (the  "Registration
                  Statement").  Such documents are  incorporated by reference in
                  the Section  10(a)  prospectus  and shall be provided  without
                  charge.  Any such other  documents  required to be provided to
                  employee   participants   pursuant   to  Rule  428(b)  of  the
                  Securities  Act of 1933 (the "Act") shall likewise be provided
                  without charge, upon written or oral request made to Ronald J.
                  Polito,  Secretary,  53-09 97th Place, Corona, New York 11368,
                  (718) 699-0100.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

                  There are  incorporated  herein  by  reference  the  following
                  documents:

         a.       The Company's Post Effective Amendment No. 2 to Form SB- 2, as
                  filed  with  the  Securities  and  Exchange   Commission  (the
                  "Commission")  on April 13,  1998,  which  contains  certified
                  financial  statements  for the  Company's  latest  fiscal year
                  ended June 30, 1997.

         b.       The Company's  Forms 10-QSB filed with the  Commission for the
                  quarters ended December 31, 1997 and March 31, 1998.

         c.       The description of the Company's Common Stock as
                  contained in the Company's Post Effective Amendment No.
                  2 to Form SB-2, as filed with the Commission on
                  April 13, 1998.

         d.       All reports subsequently filed by the Company pursuant
                  to Sections 13(a), 13(c), 14, and 15(d) of the Securities
                  Exchange Act of 1934 (the "Exchange Act"), prior to the
                  filing of a post-effective amendment which indicates
                  that all securities offered have been sold or which
                  deregisters all securities then remaining unsold, shall
                  be deemed to be incorporated herein by reference and
                  to be part hereof from the date of filing of such
                  documents.


                                       3
<PAGE>
Item 4.           Description of Securities
                  USA Bridge  Construction  of N.Y.,  Inc. (the  "Company")  has
                  authorized  10,000,000 shares of common stock, par value $.001
                  per share  ("Common  Stock"),  and 500,000 shares of Preferred
                  Stock, par value $.01 per share.

                  A maximum of  1,000,000  shares of common  stock (the  "Common
                  Stock"),  par value $.001 per share, may be issued pursuant to
                  the  Company's  1994  Senior  Management  Incentive  Plan (the
                  "Plan").  This  Registration  Statement serves also to reflect
                  and  memorialize  the amendment to the Plan which  occurred at
                  the Company's  annual meeting held on January 9, 1997 at which
                  time  the  number  of  shares  issuable  under  the  Plan  was
                  increased from 150,000 to 1,000,000 shares.

                  The Company  registers  herein  290,000 shares of Common Stock
                  only, issued in March 1998 and held in escrow pending vesting,
                  pursuant  to the Plan to certain  executive  employees  of the
                  Company.  On February 24, 1997,  the Company  filed a Form S-8
                  whereby it  registered  125,000  shares  underlying  an option
                  granted  pursuant to the Plan on December 2, 1996 to Joseph M.
                  Polito. Mr. Polito exercised the option in full in March 1997;
                  in April 1997 he sold 60,000 shares.

                  Key management  employees,  including Executive Officers,  key
                  employees, consultants, and directors (who are also employees)
                  of the Company, who are deemed to have the potential to have a
                  significant  effect on the future  success of the  Company are
                  eligible to participate in the Plan.

                  Pursuant to the Plan (which terminates ten years from the date
                  of the Plan's  adoption by the Board of Directors)  and Joseph
                  M. Polito's  Option  Agreement,  dated  December 2, 1996,  Mr.
                  Polito exercised the option in full and purchased an aggregate
                  of  125,000  shares  of  Common  Stock  at  $1.10  per  share,
                  representing  110% of the bid price of said shares on November
                  27, 1996.

Common Stock
Each share of Common Stock  entitles its holder to one  non-cumulative  vote per
share, and subject to the preferential rights of the Preferred Stockholders, the
holders of more than fifty  percent  (50%) of the shares voting for the election
of Directors can elect all the Directors if they choose to do so. In such event,
the holders of the remaining shares will not be able to elect a single Director.
Holders of shares of Common Stock are entitled to receive such  dividends as the
Board of Directors may, from time to time,  declare out of Company funds legally
available for the payment of dividends.

                                       4
<PAGE>
The  Company  has not paid cash  dividends  on its common  stock and  intends to
retain earnings, if any, for use in its activities. Payment of cash dividends in
the future  will be wholly  dependent  upon the  Company's  earnings,  financial
condition, capital requirements,  and other factors deemed relevant by the Board
of  Directors.  It is not  likely  that  cash  dividends  will  be  paid  in the
foreseeable  future.  Upon any  liquidation,  dissolution,  or winding up of the
Company,  holders of shares of Common Stock are entitled to receive pro rata all
of the assets of the Company  available for  distribution to shareholders  after
the  satisfaction of the liquidation  preference of the preferred  stockholders.
See "Dividend Policy".

Shareholders do not have any preemptive  rights to subscribe for or purchase any
stock,  warrants or other  Securities  of the  Company.  The Common Stock is not
convertible or redeemable.  Neither the Company's  Certificate or  Incorporation
nor its By-Laws provides for preemptive rights.

Preferred Stock
The Preferred  Stock may be issued in one or more series to be determined and to
bear such title or  designation  as may be fixed by  resolution  of the Board of
Directors  prior to the  issuance  of any  shares  thereof.  Each  series of the
Preferred  Stock will have such voting powers  (including,  if determined by the
Board of  Directors,  no  voting  rights),  preferences,  and  other  rights  as
determined by the Board of Directors, with such qualifications,  limitations, or
restrictions  as may be stated  in the  resolutions  of the  Board of  Directors
adopted prior to the issuance of any shares of such series of Preferred Stock.

Purchasers of the Securities  offered hereby should be aware that the holders of
any series of the  Preferred  Stock which may be issued in the future could have
voting  rights,  rights to  receive  dividends,  or rights  to  distribution  in
liquidation  superior to those of holders of the Common Stock,  thereby diluting
or negating the voting rights,  dividend  rights,  or liquidation  rights of the
holders  of the Common  Stock.  Except for the  Series A  Preferred  Stock,  the
Company  has no  present  intention  to issue  any  shares of  Preferred  Stock.
Pursuant to the terms of the underwriting  agreement with the  Underwriter,  the
Company  cannot  issue any shares of  Preferred  Stock,  except for the Series A
Preferred  Stock,  without  the  consent of the  Underwriter.  See  "--Series  A
Preferred Stock".

Because  the  terms  of each  series  of  Preferred  Stock  may be  fixed by the
Company's Board of Directors  without  shareholder  action,  the Preferred Stock
could be issued

                                       5
<PAGE>
with terms  calculated  to defeat a proposed  takeover of the Company or to make
the  removal  of  the  Company's   management  more  difficult.   Under  certain
circumstances,  this could have the effect of decreasing the market price of the
Common  Stock.  Management  of the  Company is not aware of any such  threatened
transaction to obtain control of the Company.

Series A Preferred Stock
The Company has  designated  400,000  shares as "Series A Preferred  Stock".  On
consummation of the Offering,  the Company agreed to issue to Corp. one share of
its series A Preferred  Stock for every share of Common Stock issued pursuant to
the  exercise of the  Warrants.  Each share of Series A Preferred  Stock has the
right to ten votes on all matters  submitted to a vote of the  shareholders.  No
shares of Series A Preferred Stock have been issued.

The shares of the Series A Preferred Stock shall have the right to vote with the
shares of Common Stock at all meetings of the  shareholders  of the Company,  or
consent in writing in lieu of  voting,  or  otherwise,  in respect to any matter
upon  which the vote,  or  consent  in lieu of  voting  of the  shareholders  is
required,  including without limitation the election of Directors. Each share of
Series A Preferred Stock shall be entitled to ten (10) votes.

At such times as there are shares of Series A Preferred Stock  outstanding,  the
Board of  Directors  shall be comprised of such odd number of Directors as shall
be fixed by the Board of Directors or as stated in the Company's  Certificate of
Incorporation;  provided,  however,  that such number of Directors  shall not be
less than three (3) nor more than fifteen (15).

The shares of Series A Preferred  Stock shall not be entitled to receive or earn
any dividends or preference upon  liquidation.  The shares of Series A Preferred
Stock  then  issued  and  outstanding  shall be  deemed  canceled  and no longer
designated,  issued,  or outstanding upon the happening of the expiration of the
Warrants.  The  shares of Series A  Preferred  Stock are not  redeemable  by the
Company.

Warrants
In April 1998, the Company's Board of Directors adopted a resolution  decreasing
the exercise  price of the  outstanding  Warrants from $3.00 to $2.50.  No other
terms of the Warrants  were  amended.  In  addition,  the Board  authorized  the
Company to  prepare  and file a  Post-Effective  Amendment  to its  registration
statement  to update the  information  therein  enabling  the Warrants to become
exercisable. Each Warrant entitles the holder

                                       6
<PAGE>
thereof to purchase  one share of the  Company's  Common  Stock,  at an exercise
price of $2.50 per share,  until  August 8, 2000.  The  Warrants  and the Common
Stock  underlying same are in registered form pursuant to the terms of a Warrant
Agreement  executed by and between the Company and North American  Transfer Co.,
as warrant agent, so that the holders of the Warrants will receive  unrestricted
shares of Common  Stock upon their  exercise  thereof and payment  therefor.  No
value was  attributed to the Warrants as of the date of the decrease in exercise
price  to $2.50  per  share  as the  market  price  of the  Common  Stock  for a
substantial period of time prior to the decrease was less than $2.50 per share.

Each warrant  gives the holder the right to purchase one share of the  Company's
Common Stock,  subject to  adjustment  in certain  events at an initial price of
$2.50 per share until August 8, 2000. The Warrants are redeemable by the company
at any time upon  thirty  (30) days'  notice at a  redemption  price of $.05 per
Warrant, provided that the closing bid quotation of the Common Stock for each of
the twenty (20)  trading  days ending on the third day prior to the day on which
the Company gives notice has been at least 150% of the then  effective  exercise
price of the Warrants. The Company may elect to redeem the Warrants at such time
as the Company  requires  additional  capital.  Redemption of the Warrants could
force the holders to exercise the Warrants and pay the exercise  price at a time
when it may be disadvantageous for the holders to do so, to sell the Warrants at
the then  current  market  price  when  they  might  otherwise  wish to hold the
Warrants, or to accept the redemption price, which is likely to be substantially
less  than the  market  value of the  Warrants  at the time of  redemption.  The
Company  will not  redeem  the  Warrants  at any time in which its  registration
statement  is not  current,  so that  investors  will be able to exercise  their
Warrants during the 30 day notice period in the event of a warrant redemption by
the Company.

The exercise price and the number of shares of Common Stock purchasable upon the
exercise of each Warrant are subject to adjustment in certain events,  including
the issuance of a stock  dividend to holders of Common Stock,  or a combination,
subdivision,  or  reclassification of Common Stock. No fractional shares will be
issued upon  exercise of the Warrants;  however,  the Company shall pay the cash
value of the fractional shares otherwise issuable.

Notwithstanding the foregoing,  in case of any consolidation,  merger,  sale, or
conveyance of the property of the Company as an entirety or  substantialy  as an
entirety, the holder of each outstanding Warrant shall

                                       7
<PAGE>
continue  to have the right to  exercise  the Warrant for the kind and amount of
shares and other securities and property (including cash) receivable by a holder
of the number of shares of Common Stock for which such Warrants were exercisable
immediately prior thereto.

Holders  of  Warrants  are not  entitled,  by virtue of being such  holders,  to
receive  dividends or to consent or to receive notice as shareholders in respect
of any meeting of  shareholders  for the election of Directors of the Company or
any other  matter,  or to vote at any such  meeting,  or to exercise  any rights
whatsoever as shareholders of the Company.

The Warrants may not be  exercisable  at any time this  Prospectus  shall not be
deemed to be current.  If this  Prospectus  is deemed not current,  prior to the
exercise of any Warrants,  the Company must file a  Post-Effective  Amendment to
the  registration  statement  of which this  Prospectus  forms a part,  and such
Post-Effective  Amendment  must be declared  effective  by the  Commission.  The
Company will notify all  Warrantholders and its transfer agent that the Warrants
may not be exercised in the event that a  Post-Effective  Amendment has not been
declared  effective  on or before such date so as to prevent the  Warrants  from
being exercised in the absence of a current, effective Registration Statement.

In the event the Company reduces the exercise price or extends the period of the
Warrants,  the Company will undertake the notification  filing provisions herein
referred to with respect to notification of  Warrantholders  and the filing of a
Post-Effective  Amendment.  No such changes are  currently  contemplated  by the
Company.

Special Warrant
The "Special  Warrant" is a warrant  which was issued by the Company to Corp. on
consummation of the Company's Offering of Securities. The Special Warrant is not
transferrable  by Corp.,  and  neither the  Special  Warrant nor the  underlying
shares of Common  Stock upon  exercise  thereof  were in  registered  form.  The
following statements are summaries of certain provisions of the "Special Warrant
Agreement".

The Special  Warrant  entitles  Corp.  to purchase  shares of Common Stock at an
exercise  price of $2.50  per  share,  during  the term  when the  Warrants  are
exercisable.  Initially,  the Special Warrant could be exercised by Corp. if (i)
that Corp.'s  ownership of the Company's Common Stock fell below 50%, due to (a)
the exercise of the Corp. Warrants (which have expired), (b) the exercise of the
Warrants, or (c) the exercise of the Underwriter's

                                       8
<PAGE>
over-allotment option (which has terminated);  or (ii) the Company earned, after
taxes,  in excess of  $1,000,000 in each of fiscal 1995,  1996,  and 1997 (which
time period has expried). Now, Corp. is entitled to exercise the Special Warrant
if exercise of the  Company's  Warrants  decreases  Corp.'s  ownership of Common
Stock to a percentage below 50.1%. In such event, Corp. will be able to exercise
the Special  Warrant  and  purchase  shares of Common  Stock for $2.50 per share
until the number of shares of Common Stock acquired upon exercise shall increase
its ownership of the Company's  Common Stock to a maximum of 50.1% of the issued
and outstanding  shares of Common Stock on the date of exercise.  In addition to
the  Special  Warrant,  the  Company  agreed to issue to Corp.  one share of its
Series A Preferred Stock for every ten shares of Common Stock issued pursuant to
the  exercise of the  Warrants.  Each share of Series A Preferred  Stock has the
right to ten votes on all matters submitted to a vote of the  shareholders.  See
"--Series A Preferred Stock".

The Company's Board of Directors has authority,  without action by the Company's
stockholders,  to issue all or any portion of the authorized but unissued shares
of  Common  Stock,  which  if  done  would  reduce  the  existing  stockholder's
percentage  ownership of the Company and may dilute the book value of the Common
Stock.

Item 5.           Interests of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

                  The Company's  Certificate of  Incorporation,  By-Laws and the
                  New York  Business  Corporation  Law  permit  the  Company  to
                  indemnify  all  persons  so   identified  as  being   covered,
                  including  officers,  directors,  and employees  from personal
                  liability as described below:

         a.       The Company's  Certificate of Incorporation  provides that the
                  corporation  shall, to the fullest extent permitted by Article
                  7 of the Business  Corporation Law, as the same may be amended
                  and supplemented,  indemnify any and all persons whom it shall
                  have power to  indemnify  under said  Article from and against
                  any and all of the  expenses,  liabilities,  or other  matters
                  referred   to  in  or  covered  by  said   article,   and  the
                  indemnification  provided  for  herein  shall  not  be  deemed
                  exclusive  of any  other  rights to which  any  person  may be
                  entitled  under  any  By-Law,   resolution  of   shareholders,
                  resolution of directors, agreement, or otherwise, as permitted
                  by said  Article,  as to  action in any  capacity  in which he
                  served at the request of

                                       9
<PAGE>
                  the  corporation  and  that  the  personal  liability  of  the
                  directors  of the  corporation  is  eliminated  to the fullest
                  extent permitted by the provisions of paragraph (b) of Section
                  402 of the  Business  Corporation  Law,  as  the  same  may be
                  amended and supplemented.

         b.       Except  to the  extent  expressly  prohibited  by the New York
                  Corporation  Law, the corporation  shall indemnify each person
                  made  or  threatened  to be  made a  party  to any  action  or
                  proceeding,  whether civil or criminal,  by reason of the fact
                  that such person or such person's  testator or intestate is or
                  was a director,  officer or employee  of the  corporation,  or
                  serves or served at the request of the corporation,  any other
                  corporation,   partnership,  joint  venture,  trust,  employee
                  benefit  plan or other  enterprise  in any  capacity,  against
                  judgment,  fines,  penalties,  amounts paid in settlement  and
                  reasonable  expenses,  including  attorneys' fees, incurred in
                  connection  with such  action  or  proceeding,  or any  appeal
                  therein,  provided that no such indemnification  shall be made
                  if a  judgment  or other  final  adjudication  adverse to such
                  person  establishes that his or her acts were committed in bad
                  faith or were the result of active and  deliberate  dishonesty
                  and were  material to the cause of action so  adjudicated,  or
                  that he or she personally gained in fact a financial profit or
                  other  advantage to which he or she was not legally  entitled,
                  and  provided  further that no such  indemnification  shall be
                  required   with   respect   to   any   settlement   or   other
                  nonadjudicated disposition of any threatened or pending action
                  or  proceeding  unless  the  corporation  has  given its prior
                  consent to such settlement or other disposition.

                  The corporation may advance or promptly reimburse upon request
                  any  person  entitled  to  indemnification  hereunder  for all
                  expenses,  including  attorneys' fees,  reasonably incurred in
                  defending  any  action or  proceeding  in advance of the final
                  disposition  thereof upon receipt of an  undertaking  by or on
                  behalf of such  person to repay such  amount if such person is
                  ultimately  found not to be  entitled to  indemnification  or,
                  where  indemnification is granted,  to the extent the expenses
                  so  advanced  or  reimbursed  exceed  the amount to which such
                  person is entitled,  provided, however, that such person shall
                  cooperate  in good faith with any  request by the  corporation
                  that common counsel be utilized by the parties to an action or
                  proceeding who are similarly situated unless to do so would be
                  inappropriate due to actual or potential  differing  interests
                  between or among such parties.

                  Nothing  herein  shall limit or affect any right of any person
                  otherwise than hereunder to indemnification

                                       10
<PAGE>
                  or expenses,  including  attorneys'  fees,  under any statute,
                  rule,  regulation,   certificate  of  incorporation,   by-law,
                  insurance policy, contract or otherwise.

                  Anything in these by-laws to the contrary  notwithstanding  no
                  elimination  of this  by-law,  and no amendment of this by-law
                  adversely affecting the right of any person to indemnification
                  or advancement of expenses  hereunder shall be effective until
                  the 60th day  following  notice to such person or such action,
                  and no  elimination  of or  amendment  to  this  by-law  shall
                  deprive any person of his or her rights hereunder  arising out
                  of  alleged or actual  occurrences,  acts or  failures  to act
                  prior to such 60th day.

                  The corporation  shall not, except by elimination or amendment
                  of this  by-law  in a manner  consistent  with  the  preceding
                  paragraph,  take  any  corporate  action  or  enter  into  any
                  agreement which  prohibits,  or otherwise limits the rights of
                  any  person  to,   indemnification   in  accordance  with  the
                  provisions of this by-law.  The  indemnification of any person
                  provided by this by-law shall  continue  after such person has
                  ceased  to  be  a   director,   officer  or  employee  of  the
                  corporation  and shall inure to the  benefit of such  person's
                  heirs, executors, administrators and legal representatives.

                  The  corporation is authorized to enter into  agreements  with
                  any of its directors,  officers or employees  extending rights
                  to indemnification  and advancement of expenses to such person
                  to the fullest  extent  permitted by  applicable  law, but the
                  failure to enter into any such  agreement  shall not affect or
                  limit the rights of such person  pursuant to this  by-law,  it
                  being expressly recognized hereby that all directors, officers
                  and employees of the corporation, by serving as such after the
                  adoption  hereof,  are acting in reliance  hereon and that the
                  corporation is estopped to contend otherwise.

                  In case any  provision in this by-law shall be  determined  at
                  any  time  to be  unenforceable  in  any  respect,  the  other
                  provisions  shall  not in  any  way be  affected  or  impaired
                  thereby, and the affected provision shall be given the fullest
                  possible  enforcement  in  the  circumstances,  it  being  the
                  intention of the  corporation  to afford  indemnification  and
                  advancement  of  expenses  to  its  directors,   officers  and
                  employees,   acting  in  such   capacities  or  in  the  other
                  capacities  mentioned  herein, to the fullest extent permitted
                  by law.

                  For purposes of this by-law,  the corporation  shall be deemed
                  to have  requested a person to serve an employee  benefit plan
                  where the performance by such person or

                                       11
<PAGE>
                  his or her duties to the  corporation  also imposes duties on,
                  or otherwise  involves services by, such person to the plan or
                  participants  or  beneficiaries  of the plan, and excise taxes
                  assessed on a person with respect to an employee  benefit plan
                  pursuant to applicable  law shall be considered  indemnifiable
                  expenses.  For purposes of this by-law, the term "corporation"
                  shall  include  any  legal   successor  to  the   corporation,
                  including any corporation  which acquires all or substantially
                  all  of  the  assets  of  the   corporation  in  one  or  more
                  transactions.

                  INSOFAR AS INDEMNIFICATION  FOR LIABILITIES  ARISING UNDER THE
                  SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS
                  OR PERSONS  CONTROLLING THE COMPANY  PURSUANT TO THE FOREGOING
                  PROVISIONS,  THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION
                  OF   THE    SECURITIES   AND   EXCHANGE    COMMISSION,    SUCH
                  INDEMNIFICATION  IS AGAINST  PUBLIC POLICY AS EXPRESSED IN THE
                  ACT IS THEREFORE UNENFORCEABLE.

                  IN THE EVENT  THAT A CLAIM FOR  INDEMNIFICATION  AGAINST  SUCH
                  LIABILITIES (OTHER THAN THE PAYMENT BY THE COMPANY OF EXPENSES
                  INCURRED OR PAID BY A DIRECTOR, OFFICER, OR CONTROLLING PERSON
                  OF THE COMPANY IN THE  SUCCESSFUL  DEFENSE OF ANY SUCH ACTION,
                  SUIT, OR PROCEEDING) IS ASSERTED BY SUCH DIRECTOR,  OFFICER OR
                  CONTROLLING  PERSON  OF THE  COMPANY  IN  CONNECTION  WITH THE
                  SECURITIES BEING  REGISTERED,  THE COMPANY WILL, UNLESS IN THE
                  OPINION  OF  ITS  COUNSEL  THE  MATTER  HAS  BEEN  SETTLED  BY
                  CONTROLLING   PRECEDENT  SUBMIT  TO  A  COURT  OF  APPROPRIATE
                  JURISDICTION THE QUESTION WHETHER SUCH  INDEMNIFICATION  BY IT
                  IS AGAINST  PUBLIC  POLICY AS EXPRESSED IN THE ACT AND WILL BE
                  GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.

Item 7.           Exemption from Registration Claimed

                  Not Applicable.

Item 8.           Exhibits

                  Exhibit 4.              1994 Senior Management Incentive Plan

                  Exhibit 5.              Opinion of Sol Freedman, Esq.

                  Exhibit 23.             Consent of Sol Freedman, Esq.*

                  Exhibit 23.1            Consent of Scarano & Tomaro, P.C.

                  *  Contained in opinion of Sol Freedman, Esq.

Item 9.           Undertakings

         a.       The undersigned registrant hereby undertakes:

                                       12
<PAGE>
                  i.      To file,  during any  period in which  offers or sales
                          are being made,  a  post-effective  amendment  to this
                          Registration Statement;

                           (1)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933 (the "Securities Act");

                           (2)      To  reflect in the  prospectus  any facts or
                                    events  which,   individually  or  together,
                                    represent  a   fundamental   change  in  the
                                    information in the Registration Statement;

                           (3)      To  include   any   additional   or  changed
                                    material   information   on  the   plan   of
                                    distribution.

                  Provided,  however,  that  Paragraphs a.i. (1) and a.i. (2) do
                  not apply if the  Registration  Statement is on Form S- 8, and
                  the  information  required to be included in a  post-effective
                  amendment is incorporated  by reference from periodic  reports
                  filed by the small business issuer under the Exchange Act.

                  ii.      That, for determining  liability under the Securities
                           Act,  treat each  post-effective  amendment  as a new
                           registration statement of the securities offered, and
                           the offering of the securities at that time to be the
                           initial bona fide offering.








                                       13


<PAGE>




                                  EXHIBIT INDEX


EXHIBIT NUMBERS                        ITEM
---------------                        ----


         4                   1994 Senior Management Incentive Plan

         5                   Opinion of Sol Freedman, Esq.

        23                   Consent of Sol Freedman, Esq. *

        23.1                 Consent of Scarano & Tomaro, P.C.

                 * Contained in opinion of Sol Freedman, Esq.















                                       14



<PAGE>







                                   SIGNATURES


Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on From S-8 and has  duly  caused  this  Registration
statement  to be  signed  on it's  behalf  by the  undersigned,  thereunto  duly
authorized in New York, NY on this _14_ day of ____July__, 1998.


                                                         /S/ Joseph Polito
                                                    By:  -----------------
                                                         JOSEPH POLITO
                                                         Chief Executive Officer


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  of USA  Bridge  Construction  of N.Y.,  Inc.  has been  signed by the
following persons in the capacities and on the dates indicated.

Signatures                    Title                          Date
----------                    -----                          ----

/S/ Joseph Polito      President/Director                 July 14, 1998
-----------------      (Chief Executive Officer)    
JOSEPH POLITO             

/S/ Ronald Polito      Secretary and Director             July 14, 1998
-----------------     
RONALD POLITO

/S/ Steven Polito      Treasurer and Director             July 14, 1998
-----------------      
STEVEN POLITO


----------------       Director                
MARVIN WEINSTEIN

/S/ Ronald Murphy      Director                           July 14, 1998
-----------------                      
RONALD MURPHY


                                       15
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 37281}]
{"company-data": {"conformed-name": "USA BRIDGE CONSTRUCTION OF NY INC", "cik": "0000937931", "assigned-sic": "1700", "irs-number": "113032277", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59683", "film-number": "98670233"}, "business-address": {"street1": "53-09 97TH PLACE", "city": "CORONA", "state": "NY", "zip": "11368"}, "mail-address": {"street1": "53-09 97TH PL", "city": "CORONA", "state": "NY", "zip": "11368"}, "former-company": {"former-conformed-name": "US BRIDGE OF NEW YORK INC", "date-changed": "19950417"}}
To Become Effective Upon Filing
                                                 Pursuant to Rule 462

           As filed with the U.S. Securities and Exchange Commission

                                                     Registration No.

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

                       Securities and Exchange Commission
                              Washington D.C. 20549
                                    Form S-8

                             Registration Statement
                                      Under
                           The Securities Act of 1933
                           --------------------------

                      USA BRIDGE CONSTRUCTION OF N.Y., INC.
                      -------------------------------------
               (Exact name of issuer as specified in its charter)

        New York                                        11-3032277
        --------                                        ----------
State of Incorporation                     (I.R.S. Employer Identification No)

            53-09  97th Place, Corona N.Y.                    11368
            ------------------------------                    -----
      (Address of Principal Executive Offices)              (Zip Code)

                      1994 SENIOR MANAGEMENT INCENTIVE PLAN
                      -------------------------------------
                            (Full Title of the Plan)

            c/o Joseph Polito - USA Bridge Construction of N.Y., Inc.
                                53-09 97th Place,
                                Corona, N.Y. 11368
                  (Name and Address of Agent for Service)

                               (718)  699-0100
                  (Telephone Number including area code of
                  agent of service)

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

Approximate  Date of  Commencement  of Proposed sales under the Plan: as soon as
practicable after this Registration Statement becomes effective

Total number of Pages:            61

Exhibit Index begins sequentially on numbered page:    14
Calculation of the Registration Fees

Title of Securities  Amount to     Proposed   Proposed  Amount of
to be Registered     be Registered Maximum    Maximum   Registra-
----------------     ------------- Offering   Aggregate tion Fee
                                   Price Per  Offering  ---------
                                   Share      Price
                                   ---------  --------
Shares of
Common Stock
 .001 par value
per share            290,000*      $2.125    $616,250    $181.79

                                            
                     -------                 --------    -------
         Total =     290,000                 $616,250    $181.79

*The issuance of the 290,000 shares of Common Stock being registered  hereby was
authorized by the Company on December 5, 1997.  The shares were issued in March,
1998. They were held in escrow,  pending vesting to certain executive  employees
of the Company pursuant to the Company's 1994 Senior Management Incentive
Plan.

                                       2
PART I    INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

Item 1.   Plan Information

                  (See attached Exhibit Four)

Item 2.           Registrant Information and Employee Plan Annual
                  Information

                  All employee  participants  are entitled to,  without  charge,
                  upon  written  or  oral  request,  a  copy  of  all  documents
                  referenced below which are incorporated by reference in Item 3
                  of Part II of the  registration  statement (the  "Registration
                  Statement").  Such documents are  incorporated by reference in
                  the Section  10(a)  prospectus  and shall be provided  without
                  charge.  Any such other  documents  required to be provided to
                  employee   participants   pursuant   to  Rule  428(b)  of  the
                  Securities  Act of 1933 (the "Act") shall likewise be provided
                  without charge, upon written or oral request made to Ronald J.
                  Polito,  Secretary,  53-09 97th Place, Corona, New York 11368,
                  (718) 699-0100.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

                  There are  incorporated  herein  by  reference  the  following
                  documents:

         a.       The Company's Post Effective Amendment No. 2 to Form SB- 2, as
                  filed  with  the  Securities  and  Exchange   Commission  (the
                  "Commission")  on April 13,  1998,  which  contains  certified
                  financial  statements  for the  Company's  latest  fiscal year
                  ended June 30, 1997.

         b.       The Company's  Forms 10-QSB filed with the  Commission for the
                  quarters ended December 31, 1997 and March 31, 1998.

         c.       The description of the Company's Common Stock as
                  contained in the Company's Post Effective Amendment No.
                  2 to Form SB-2, as filed with the Commission on
                  April 13, 1998.

         d.       All reports subsequently filed by the Company pursuant
                  to Sections 13(a), 13(c), 14, and 15(d) of the Securities
                  Exchange Act of 1934 (the "Exchange Act"), prior to the
                  filing of a post-effective amendment which indicates
                  that all securities offered have been sold or which
                  deregisters all securities then remaining unsold, shall
                  be deemed to be incorporated herein by reference and
                  to be part hereof from the date of filing of such
                  documents.

                                       3
Item 4.           Description of Securities
                  USA Bridge  Construction  of N.Y.,  Inc. (the  "Company")  has
                  authorized  10,000,000 shares of common stock, par value $.001
                  per share  ("Common  Stock"),  and 500,000 shares of Preferred
                  Stock, par value $.01 per share.

                  A maximum of  1,000,000  shares of common  stock (the  "Common
                  Stock"),  par value $.001 per share, may be issued pursuant to
                  the  Company's  1994  Senior  Management  Incentive  Plan (the
                  "Plan").  This  Registration  Statement serves also to reflect
                  and  memorialize  the amendment to the Plan which  occurred at
                  the Company's  annual meeting held on January 9, 1997 at which
                  time  the  number  of  shares  issuable  under  the  Plan  was
                  increased from 150,000 to 1,000,000 shares.

                  The Company  registers  herein  290,000 shares of Common Stock
                  only, issued in March 1998 and held in escrow pending vesting,
                  pursuant  to the Plan to certain  executive  employees  of the
                  Company.  On February 24, 1997,  the Company  filed a Form S-8
                  whereby it  registered  125,000  shares  underlying  an option
                  granted  pursuant to the Plan on December 2, 1996 to Joseph M.
                  Polito. Mr. Polito exercised the option in full in March 1997;
                  in April 1997 he sold 60,000 shares.

                  Key management  employees,  including Executive Officers,  key
                  employees, consultants, and directors (who are also employees)
                  of the Company, who are deemed to have the potential to have a
                  significant  effect on the future  success of the  Company are
                  eligible to participate in the Plan.

                  Pursuant to the Plan (which terminates ten years from the date
                  of the Plan's  adoption by the Board of Directors)  and Joseph
                  M. Polito's  Option  Agreement,  dated  December 2, 1996,  Mr.
                  Polito exercised the option in full and purchased an aggregate
                  of  125,000  shares  of  Common  Stock  at  $1.10  per  share,
                  representing  110% of the bid price of said shares on November
                  27, 1996.

Common Stock
Each share of Common Stock  entitles its holder to one  non-cumulative  vote per
share, and subject to the preferential rights of the Preferred Stockholders, the
holders of more than fifty  percent  (50%) of the shares voting for the election
of Directors can elect all the Directors if they choose to do so. In such event,
the holders of the remaining shares will not be able to elect a single Director.
Holders of shares of Common Stock are entitled to receive such  dividends as the
Board of Directors may, from time to time,  declare out of Company funds legally
available for the payment of dividends.

                                       4
The  Company  has not paid cash  dividends  on its common  stock and  intends to
retain earnings, if any, for use in its activities. Payment of cash dividends in
the future  will be wholly  dependent  upon the  Company's  earnings,  financial
condition, capital requirements,  and other factors deemed relevant by the Board
of  Directors.  It is not  likely  that  cash  dividends  will  be  paid  in the
foreseeable  future.  Upon any  liquidation,  dissolution,  or winding up of the
Company,  holders of shares of Common Stock are entitled to receive pro rata all
of the assets of the Company  available for  distribution to shareholders  after
the  satisfaction of the liquidation  preference of the preferred  stockholders.
See "Dividend Policy".

Shareholders do not have any preemptive  rights to subscribe for or purchase any
stock,  warrants or other  Securities  of the  Company.  The Common Stock is not
convertible or redeemable.  Neither the Company's  Certificate or  Incorporation
nor its By-Laws provides for preemptive rights.

Preferred Stock
The Preferred  Stock may be issued in one or more series to be determined and to
bear such title or  designation  as may be fixed by  resolution  of the Board of
Directors  prior to the  issuance  of any  shares  thereof.  Each  series of the
Preferred  Stock will have such voting powers  (including,  if determined by the
Board of  Directors,  no  voting  rights),  preferences,  and  other  rights  as
determined by the Board of Directors, with such qualifications,  limitations, or
restrictions  as may be stated  in the  resolutions  of the  Board of  Directors
adopted prior to the issuance of any shares of such series of Preferred Stock.

Purchasers of the Securities  offered hereby should be aware that the holders of
any series of the  Preferred  Stock which may be issued in the future could have
voting  rights,  rights to  receive  dividends,  or rights  to  distribution  in
liquidation  superior to those of holders of the Common Stock,  thereby diluting
or negating the voting rights,  dividend  rights,  or liquidation  rights of the
holders  of the Common  Stock.  Except for the  Series A  Preferred  Stock,  the
Company  has no  present  intention  to issue  any  shares of  Preferred  Stock.
Pursuant to the terms of the underwriting  agreement with the  Underwriter,  the
Company  cannot  issue any shares of  Preferred  Stock,  except for the Series A
Preferred  Stock,  without  the  consent of the  Underwriter.  See  "--Series  A
Preferred Stock".

Because  the  terms  of each  series  of  Preferred  Stock  may be  fixed by the
Company's Board of Directors  without  shareholder  action,  the Preferred Stock
could be issued

                                       5
with terms  calculated  to defeat a proposed  takeover of the Company or to make
the  removal  of  the  Company's   management  more  difficult.   Under  certain
circumstances,  this could have the effect of decreasing the market price of the
Common  Stock.  Management  of the  Company is not aware of any such  threatened
transaction to obtain control of the Company.

Series A Preferred Stock
The Company has  designated  400,000  shares as "Series A Preferred  Stock".  On
consummation of the Offering,  the Company agreed to issue to Corp. one share of
its series A Preferred  Stock for every share of Common Stock issued pursuant to
the  exercise of the  Warrants.  Each share of Series A Preferred  Stock has the
right to ten votes on all matters  submitted to a vote of the  shareholders.  No
shares of Series A Preferred Stock have been issued.

The shares of the Series A Preferred Stock shall have the right to vote with the
shares of Common Stock at all meetings of the  shareholders  of the Company,  or
consent in writing in lieu of  voting,  or  otherwise,  in respect to any matter
upon  which the vote,  or  consent  in lieu of  voting  of the  shareholders  is
required,  including without limitation the election of Directors. Each share of
Series A Preferred Stock shall be entitled to ten (10) votes.

At such times as there are shares of Series A Preferred Stock  outstanding,  the
Board of  Directors  shall be comprised of such odd number of Directors as shall
be fixed by the Board of Directors or as stated in the Company's  Certificate of
Incorporation;  provided,  however,  that such number of Directors  shall not be
less than three (3) nor more than fifteen (15).

The shares of Series A Preferred  Stock shall not be entitled to receive or earn
any dividends or preference upon  liquidation.  The shares of Series A Preferred
Stock  then  issued  and  outstanding  shall be  deemed  canceled  and no longer
designated,  issued,  or outstanding upon the happening of the expiration of the
Warrants.  The  shares of Series A  Preferred  Stock are not  redeemable  by the
Company.

Warrants
In April 1998, the Company's Board of Directors adopted a resolution  decreasing
the exercise  price of the  outstanding  Warrants from $3.00 to $2.50.  No other
terms of the Warrants  were  amended.  In  addition,  the Board  authorized  the
Company to  prepare  and file a  Post-Effective  Amendment  to its  registration
statement  to update the  information  therein  enabling  the Warrants to become
exercisable. Each Warrant entitles the holder

                                       6
thereof to purchase  one share of the  Company's  Common  Stock,  at an exercise
price of $2.50 per share,  until  August 8, 2000.  The  Warrants  and the Common
Stock  underlying same are in registered form pursuant to the terms of a Warrant
Agreement  executed by and between the Company and North American  Transfer Co.,
as warrant agent, so that the holders of the Warrants will receive  unrestricted
shares of Common  Stock upon their  exercise  thereof and payment  therefor.  No
value was  attributed to the Warrants as of the date of the decrease in exercise
price  to $2.50  per  share  as the  market  price  of the  Common  Stock  for a
substantial period of time prior to the decrease was less than $2.50 per share.

Each warrant  gives the holder the right to purchase one share of the  Company's
Common Stock,  subject to  adjustment  in certain  events at an initial price of
$2.50 per share until August 8, 2000. The Warrants are redeemable by the company
at any time upon  thirty  (30) days'  notice at a  redemption  price of $.05 per
Warrant, provided that the closing bid quotation of the Common Stock for each of
the twenty (20)  trading  days ending on the third day prior to the day on which
the Company gives notice has been at least 150% of the then  effective  exercise
price of the Warrants. The Company may elect to redeem the Warrants at such time
as the Company  requires  additional  capital.  Redemption of the Warrants could
force the holders to exercise the Warrants and pay the exercise  price at a time
when it may be disadvantageous for the holders to do so, to sell the Warrants at
the then  current  market  price  when  they  might  otherwise  wish to hold the
Warrants, or to accept the redemption price, which is likely to be substantially
less  than the  market  value of the  Warrants  at the time of  redemption.  The
Company  will not  redeem  the  Warrants  at any time in which its  registration
statement  is not  current,  so that  investors  will be able to exercise  their
Warrants during the 30 day notice period in the event of a warrant redemption by
the Company.

The exercise price and the number of shares of Common Stock purchasable upon the
exercise of each Warrant are subject to adjustment in certain events,  including
the issuance of a stock  dividend to holders of Common Stock,  or a combination,
subdivision,  or  reclassification of Common Stock. No fractional shares will be
issued upon  exercise of the Warrants;  however,  the Company shall pay the cash
value of the fractional shares otherwise issuable.

Notwithstanding the foregoing,  in case of any consolidation,  merger,  sale, or
conveyance of the property of the Company as an entirety or  substantialy  as an
entirety, the holder of each outstanding Warrant shall

                                       7
continue  to have the right to  exercise  the Warrant for the kind and amount of
shares and other securities and property (including cash) receivable by a holder
of the number of shares of Common Stock for which such Warrants were exercisable
immediately prior thereto.

Holders  of  Warrants  are not  entitled,  by virtue of being such  holders,  to
receive  dividends or to consent or to receive notice as shareholders in respect
of any meeting of  shareholders  for the election of Directors of the Company or
any other  matter,  or to vote at any such  meeting,  or to exercise  any rights
whatsoever as shareholders of the Company.

The Warrants may not be  exercisable  at any time this  Prospectus  shall not be
deemed to be current.  If this  Prospectus  is deemed not current,  prior to the
exercise of any Warrants,  the Company must file a  Post-Effective  Amendment to
the  registration  statement  of which this  Prospectus  forms a part,  and such
Post-Effective  Amendment  must be declared  effective  by the  Commission.  The
Company will notify all  Warrantholders and its transfer agent that the Warrants
may not be exercised in the event that a  Post-Effective  Amendment has not been
declared  effective  on or before such date so as to prevent the  Warrants  from
being exercised in the absence of a current, effective Registration Statement.

In the event the Company reduces the exercise price or extends the period of the
Warrants,  the Company will undertake the notification  filing provisions herein
referred to with respect to notification of  Warrantholders  and the filing of a
Post-Effective  Amendment.  No such changes are  currently  contemplated  by the
Company.

Special Warrant
The "Special  Warrant" is a warrant  which was issued by the Company to Corp. on
consummation of the Company's Offering of Securities. The Special Warrant is not
transferrable  by Corp.,  and  neither the  Special  Warrant nor the  underlying
shares of Common  Stock upon  exercise  thereof  were in  registered  form.  The
following statements are summaries of certain provisions of the "Special Warrant
Agreement".

The Special  Warrant  entitles  Corp.  to purchase  shares of Common Stock at an
exercise  price of $2.50  per  share,  during  the term  when the  Warrants  are
exercisable.  Initially,  the Special Warrant could be exercised by Corp. if (i)
that Corp.'s  ownership of the Company's Common Stock fell below 50%, due to (a)
the exercise of the Corp. Warrants (which have expired), (b) the exercise of the
Warrants, or (c) the exercise of the Underwriter's

                                       8
over-allotment option (which has terminated);  or (ii) the Company earned, after
taxes,  in excess of  $1,000,000 in each of fiscal 1995,  1996,  and 1997 (which
time period has expried). Now, Corp. is entitled to exercise the Special Warrant
if exercise of the  Company's  Warrants  decreases  Corp.'s  ownership of Common
Stock to a percentage below 50.1%. In such event, Corp. will be able to exercise
the Special  Warrant  and  purchase  shares of Common  Stock for $2.50 per share
until the number of shares of Common Stock acquired upon exercise shall increase
its ownership of the Company's  Common Stock to a maximum of 50.1% of the issued
and outstanding  shares of Common Stock on the date of exercise.  In addition to
the  Special  Warrant,  the  Company  agreed to issue to Corp.  one share of its
Series A Preferred Stock for every ten shares of Common Stock issued pursuant to
the  exercise of the  Warrants.  Each share of Series A Preferred  Stock has the
right to ten votes on all matters submitted to a vote of the  shareholders.  See
"--Series A Preferred Stock".

The Company's Board of Directors has authority,  without action by the Company's
stockholders,  to issue all or any portion of the authorized but unissued shares
of  Common  Stock,  which  if  done  would  reduce  the  existing  stockholder's
percentage  ownership of the Company and may dilute the book value of the Common
Stock.

Item 5.           Interests of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

                  The Company's  Certificate of  Incorporation,  By-Laws and the
                  New York  Business  Corporation  Law  permit  the  Company  to
                  indemnify  all  persons  so   identified  as  being   covered,
                  including  officers,  directors,  and employees  from personal
                  liability as described below:

         a.       The Company's  Certificate of Incorporation  provides that the
                  corporation  shall, to the fullest extent permitted by Article
                  7 of the Business  Corporation Law, as the same may be amended
                  and supplemented,  indemnify any and all persons whom it shall
                  have power to  indemnify  under said  Article from and against
                  any and all of the  expenses,  liabilities,  or other  matters
                  referred   to  in  or  covered  by  said   article,   and  the
                  indemnification  provided  for  herein  shall  not  be  deemed
                  exclusive  of any  other  rights to which  any  person  may be
                  entitled  under  any  By-Law,   resolution  of   shareholders,
                  resolution of directors, agreement, or otherwise, as permitted
                  by said  Article,  as to  action in any  capacity  in which he
                  served at the request of

                                       9
the  corporation  and  that  the  personal  liability  of  the
                  directors  of the  corporation  is  eliminated  to the fullest
                  extent permitted by the provisions of paragraph (b) of Section
                  402 of the  Business  Corporation  Law,  as  the  same  may be
                  amended and supplemented.

         b.       Except  to the  extent  expressly  prohibited  by the New York
                  Corporation  Law, the corporation  shall indemnify each person
                  made  or  threatened  to be  made a  party  to any  action  or
                  proceeding,  whether civil or criminal,  by reason of the fact
                  that such person or such person's  testator or intestate is or
                  was a director,  officer or employee  of the  corporation,  or
                  serves or served at the request of the corporation,  any other
                  corporation,   partnership,  joint  venture,  trust,  employee
                  benefit  plan or other  enterprise  in any  capacity,  against
                  judgment,  fines,  penalties,  amounts paid in settlement  and
                  reasonable  expenses,  including  attorneys' fees, incurred in
                  connection  with such  action  or  proceeding,  or any  appeal
                  therein,  provided that no such indemnification  shall be made
                  if a  judgment  or other  final  adjudication  adverse to such
                  person  establishes that his or her acts were committed in bad
                  faith or were the result of active and  deliberate  dishonesty
                  and were  material to the cause of action so  adjudicated,  or
                  that he or she personally gained in fact a financial profit or
                  other  advantage to which he or she was not legally  entitled,
                  and  provided  further that no such  indemnification  shall be
                  required   with   respect   to   any   settlement   or   other
                  nonadjudicated disposition of any threatened or pending action
                  or  proceeding  unless  the  corporation  has  given its prior
                  consent to such settlement or other disposition.

                  The corporation may advance or promptly reimburse upon request
                  any  person  entitled  to  indemnification  hereunder  for all
                  expenses,  including  attorneys' fees,  reasonably incurred in
                  defending  any  action or  proceeding  in advance of the final
                  disposition  thereof upon receipt of an  undertaking  by or on
                  behalf of such  person to repay such  amount if such person is
                  ultimately  found not to be  entitled to  indemnification  or,
                  where  indemnification is granted,  to the extent the expenses
                  so  advanced  or  reimbursed  exceed  the amount to which such
                  person is entitled,  provided, however, that such person shall
                  cooperate  in good faith with any  request by the  corporation
                  that common counsel be utilized by the parties to an action or
                  proceeding who are similarly situated unless to do so would be
                  inappropriate due to actual or potential  differing  interests
                  between or among such parties.

                  Nothing  herein  shall limit or affect any right of any person
                  otherwise than hereunder to indemnification

                                       10
or expenses,  including  attorneys'  fees,  under any statute,
                  rule,  regulation,   certificate  of  incorporation,   by-law,
                  insurance policy, contract or otherwise.

                  Anything in these by-laws to the contrary  notwithstanding  no
                  elimination  of this  by-law,  and no amendment of this by-law
                  adversely affecting the right of any person to indemnification
                  or advancement of expenses  hereunder shall be effective until
                  the 60th day  following  notice to such person or such action,
                  and no  elimination  of or  amendment  to  this  by-law  shall
                  deprive any person of his or her rights hereunder  arising out
                  of  alleged or actual  occurrences,  acts or  failures  to act
                  prior to such 60th day.

                  The corporation  shall not, except by elimination or amendment
                  of this  by-law  in a manner  consistent  with  the  preceding
                  paragraph,  take  any  corporate  action  or  enter  into  any
                  agreement which  prohibits,  or otherwise limits the rights of
                  any  person  to,   indemnification   in  accordance  with  the
                  provisions of this by-law.  The  indemnification of any person
                  provided by this by-law shall  continue  after such person has
                  ceased  to  be  a   director,   officer  or  employee  of  the
                  corporation  and shall inure to the  benefit of such  person's
                  heirs, executors, administrators and legal representatives.

                  The  corporation is authorized to enter into  agreements  with
                  any of its directors,  officers or employees  extending rights
                  to indemnification  and advancement of expenses to such person
                  to the fullest  extent  permitted by  applicable  law, but the
                  failure to enter into any such  agreement  shall not affect or
                  limit the rights of such person  pursuant to this  by-law,  it
                  being expressly recognized hereby that all directors, officers
                  and employees of the corporation, by serving as such after the
                  adoption  hereof,  are acting in reliance  hereon and that the
                  corporation is estopped to contend otherwise.

                  In case any  provision in this by-law shall be  determined  at
                  any  time  to be  unenforceable  in  any  respect,  the  other
                  provisions  shall  not in  any  way be  affected  or  impaired
                  thereby, and the affected provision shall be given the fullest
                  possible  enforcement  in  the  circumstances,  it  being  the
                  intention of the  corporation  to afford  indemnification  and
                  advancement  of  expenses  to  its  directors,   officers  and
                  employees,   acting  in  such   capacities  or  in  the  other
                  capacities  mentioned  herein, to the fullest extent permitted
                  by law.

                  For purposes of this by-law,  the corporation  shall be deemed
                  to have  requested a person to serve an employee  benefit plan
                  where the performance by such person or

                                       11
his or her duties to the  corporation  also imposes duties on,
                  or otherwise  involves services by, such person to the plan or
                  participants  or  beneficiaries  of the plan, and excise taxes
                  assessed on a person with respect to an employee  benefit plan
                  pursuant to applicable  law shall be considered  indemnifiable
                  expenses.  For purposes of this by-law, the term "corporation"
                  shall  include  any  legal   successor  to  the   corporation,
                  including any corporation  which acquires all or substantially
                  all  of  the  assets  of  the   corporation  in  one  or  more
                  transactions.

                  INSOFAR AS INDEMNIFICATION  FOR LIABILITIES  ARISING UNDER THE
                  SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS
                  OR PERSONS  CONTROLLING THE COMPANY  PURSUANT TO THE FOREGOING
                  PROVISIONS,  THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION
                  OF   THE    SECURITIES   AND   EXCHANGE    COMMISSION,    SUCH
                  INDEMNIFICATION  IS AGAINST  PUBLIC POLICY AS EXPRESSED IN THE
                  ACT IS THEREFORE UNENFORCEABLE.

                  IN THE EVENT  THAT A CLAIM FOR  INDEMNIFICATION  AGAINST  SUCH
                  LIABILITIES (OTHER THAN THE PAYMENT BY THE COMPANY OF EXPENSES
                  INCURRED OR PAID BY A DIRECTOR, OFFICER, OR CONTROLLING PERSON
                  OF THE COMPANY IN THE  SUCCESSFUL  DEFENSE OF ANY SUCH ACTION,
                  SUIT, OR PROCEEDING) IS ASSERTED BY SUCH DIRECTOR,  OFFICER OR
                  CONTROLLING  PERSON  OF THE  COMPANY  IN  CONNECTION  WITH THE
                  SECURITIES BEING  REGISTERED,  THE COMPANY WILL, UNLESS IN THE
                  OPINION  OF  ITS  COUNSEL  THE  MATTER  HAS  BEEN  SETTLED  BY
                  CONTROLLING   PRECEDENT  SUBMIT  TO  A  COURT  OF  APPROPRIATE
                  JURISDICTION THE QUESTION WHETHER SUCH  INDEMNIFICATION  BY IT
                  IS AGAINST  PUBLIC  POLICY AS EXPRESSED IN THE ACT AND WILL BE
                  GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.

Item 7.           Exemption from Registration Claimed

                  Not Applicable.

Item 8.           Exhibits

                  Exhibit 4.              1994 Senior Management Incentive Plan

                  Exhibit 5.              Opinion of Sol Freedman, Esq.

                  Exhibit 23.             Consent of Sol Freedman, Esq.*

                  Exhibit 23.1            Consent of Scarano & Tomaro, P.C.

                  *  Contained in opinion of Sol Freedman, Esq.

Item 9.           Undertakings

         a.       The undersigned registrant hereby undertakes:

                                       12
i.      To file,  during any  period in which  offers or sales
                          are being made,  a  post-effective  amendment  to this
                          Registration Statement;

                           (1)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933 (the "Securities Act");

                           (2)      To  reflect in the  prospectus  any facts or
                                    events  which,   individually  or  together,
                                    represent  a   fundamental   change  in  the
                                    information in the Registration Statement;

                           (3)      To  include   any   additional   or  changed
                                    material   information   on  the   plan   of
                                    distribution.

                  Provided,  however,  that  Paragraphs a.i. (1) and a.i. (2) do
                  not apply if the  Registration  Statement is on Form S- 8, and
                  the  information  required to be included in a  post-effective
                  amendment is incorporated  by reference from periodic  reports
                  filed by the small business issuer under the Exchange Act.

                  ii.      That, for determining  liability under the Securities
                           Act,  treat each  post-effective  amendment  as a new
                           registration statement of the securities offered, and
                           the offering of the securities at that time to be the
                           initial bona fide offering.

                                       13
EXHIBIT INDEX

EXHIBIT NUMBERS                        ITEM
---------------                        ----

         4                   1994 Senior Management Incentive Plan

         5                   Opinion of Sol Freedman, Esq.

        23                   Consent of Sol Freedman, Esq. *

        23.1                 Consent of Scarano & Tomaro, P.C.

                 * Contained in opinion of Sol Freedman, Esq.

                                       14
SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on From S-8 and has  duly  caused  this  Registration
statement  to be  signed  on it's  behalf  by the  undersigned,  thereunto  duly
authorized in New York, NY on this _14_ day of ____July__, 1998.

                                                         /S/ Joseph Polito
                                                    By:  -----------------
                                                         JOSEPH POLITO
                                                         Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  of USA  Bridge  Construction  of N.Y.,  Inc.  has been  signed by the
following persons in the capacities and on the dates indicated.

Signatures                    Title                          Date
----------                    -----                          ----

/S/ Joseph Polito      President/Director                 July 14, 1998
-----------------      (Chief Executive Officer)    
JOSEPH POLITO             

/S/ Ronald Polito      Secretary and Director             July 14, 1998
-----------------     
RONALD POLITO

/S/ Steven Polito      Treasurer and Director             July 14, 1998
-----------------      
STEVEN POLITO

----------------       Director                
MARVIN WEINSTEIN

/S/ Ronald Murphy      Director                           July 14, 1998
-----------------                      
RONALD MURPHY

                                       15