SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 10-Q




[X]      Quarterly report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the quarter period ended SEPTEMBER 30, 1999

[  ]     Transition report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the transition period from ___________ to _____________



                        CHINA RESOURCES DEVELOPMENT, INC.
               (Exact Name of registrant as Specified in Charter)



         Nevada                       33-5628-NY                87-0263643
(State or other Jurisdiction    (Commission File Number)       (IRS Employer
      of incorporation)                                      Identification No.)



                    Room 2005, 20/F, Universal Trade Centre,
                     3-5A Arbuthnot Road, Central, Hong Kong
                           Telephone: 011-852-28107205
                        (Address and telephone number of
                          principal executive offices)



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such requirements
for the past 90 days.

                           Yes    X        No
                                ------          ------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 592,900 shares of common stock,
$0.001 par value, as of November 15, 1999.


Page 1 of 21 pages                                      Exhibit Index on Page 18

<PAGE>

                                   CONVENTIONS

         Unless otherwise specified, all references in this report to "U.S.
Dollars," "Dollars," "US$," or "$" are to United States dollars; all references
to "Hong Kong Dollars" or "HK$" are to Hong Kong dollars; and all references to
"Renminbi" or "RMB" or "Yuan" are to Renminbi Yuan, which is the lawful currency
of the People's Republic of China ("China" or "PRC"). The Company and Billion
Luck maintain their accounts in U.S. Dollars and Hong Kong Dollars,
respectively. HARC and the Operating Subsidiaries maintain their accounts in
Renminbi. The financial statements of the Company and its subsidiaries are
prepared in Renminbi. Translations of amounts from Renminbi to U.S. Dollars and
from Hong Kong Dollars to U.S. Dollars are for the convenience of the reader.
Unless otherwise indicated, any translations from Renminbi to U.S. Dollars or
from U.S. Dollars to Renminbi have been made at the single rate of exchange as
quoted by the People's Bank of China (the "PBOC Rate") on September 30, 1999,
which was approximately U.S.$1.00 = Rmb8.28. Translations from Hong Kong Dollars
to U.S. Dollars have been made at the single rate of exchange as quoted by the
Hongkong and Shanghai Banking Corporation Limited on September 30, 1999, which
was approximately US$1.00 = HK$7.75. The Renminbi is not freely convertible into
foreign currencies and the quotation of exchange rates does not imply
convertibility of Renminbi into U.S. Dollars or other currencies. All foreign
exchange transactions take place either through the Bank of China or other banks
authorized to buy and sell foreign currencies at the exchange rates quoted by
the People's Bank of China. No representation is made that the Renminbi or U.S.
Dollar amounts referred to herein could have been or could be converted into
U.S. Dollars or Renminbi, as the case may be, at the PBOC Rate or at all.

         References to "Billion Luck" are to Billion Luck Company Ltd., a
British Virgin Islands company, which is a wholly-owned subsidiary of the
Company.

         References to "Company" and "Registrant" are to China Resources
Development, Inc., and include, unless the context requires otherwise, the
operations of Billion Luck, HARC, First Supply, and Second Supply (all as
hereinafter defined).

         References to "Farming Bureau" are to the Hainan Agricultural
Reclamation General Company, a division of the Ministry of Agriculture, the PRC
government agency responsible for matters relating to agriculture.

         References to "First Supply" are to First Goods And Materials Supply
And Sales Corporation, a company organized in the PRC and a wholly-owned
subsidiary of HARC.

         References to "Guilinyang Farm" are to Hainan Province Guilinyang State
Farm, a PRC entity which is owned and controlled by the Farming Bureau.

         References to "Hainan" are to Hainan Province of the PRC.

         References to "Hainan State Farms" are to the rubber farms in Hainan
controlled by the Farming Bureau.

         References to "HARC" are to Hainan Zhongwei Agricultural Resources
Company Limited, a company organized in the PRC, whose capital is owned 56% by
Billion Luck, 39% by the Farming Bureau and 5% by the Company.

         References to "Operating Subsidiaries" are to the consolidated
operations, assets and/or activities, as the context indicates, of First Supply,
Second Supply and HARC.

         References to the "PRC" or "China" include all territory claimed by or
under the control of the Central Government, except Hong Kong, Macau, and
Taiwan.

         References to "Second Supply" are to Second Goods And Materials Supply
And Sales Corporation, a company organized in the PRC and a wholly-owned
subsidiary of HARC.

         References to "Tons" are to metric tons.


                                       2
<PAGE>

<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

              CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
             (Amounts in thousands, except share and per share data)


                                     THREE MONTHS ENDED SEPTEMBER 30,    NINE MONTHS ENDED SEPTEMBER 30,
                                     --------------------------------    -------------------------------
                                        1999        1998       1999        1999        1998        1999
                                        ----        ----       ----        ----        ----        ----
                                        RMB         RMB         US$        RMB         RMB         US$


<S>                                   <C>         <C>         <C>        <C>         <C>          <C>
NET SALES                             190,190     155,122     22,970     295,505     368,489      35,689

COST OF SALES                        (186,900)   (148,944)   (22,573)   (289,968)   (352,948)    (35,020)
                                   -----------------------------------------------------------------------
GROSS PROFIT                            3,290       6,178        397       5,537      15,541         669

DEPRECIATION                             (328)       (491)       (40)     (1,150)     (1,312)       (139)

SELLING, GENERAL AND
   ADMINISTRATIVE EXPENSES             (5,441)     (6,110)      (657)    (16,597)    (21,645)     (2,005)

FINANCIAL INCOME, NET                     221       1,728         27         803       6,460          97

OTHER INCOME, NET                       2,991         403        361       9,297       2,021       1,123
                                   -----------------------------------------------------------------------
INCOME/(LOSS) BEFORE
   INCOME TAXES                           733       1,708         88      (2,110)      1,065        (255)

INCOME TAXES                             (323)       (749)       (39)       (943)     (1,802)       (114)
                                   -----------------------------------------------------------------------
INCOME/(LOSS) BEFORE
   MINORITY INTERESTS                     410         959         49      (3,053)       (737)       (369)

MINORITY INTERESTS                     (1,236)     (1,421)      (149)     (1,894)     (3,359)       (228)
                                   -----------------------------------------------------------------------
NET LOSS                                 (826)       (462)      (100)     (4,947)     (4,096)       (597)
                                      =======     =======    =======     =======     =======     =======
BASIC AND DILUTED
  LOSS PER SHARE*                       (1.39)      (0.77)     (0.17)      (8.34)      (6.81)      (1.01)
                                      =======     =======    =======     =======     =======     =======
WEIGHTED AVERAGE NUMBER
    OF SHARES OUTSTANDING*            592,900     599,567    592,900     592,900     601,789     592,900
                                      =======     =======    =======     =======     =======     =======
</TABLE>


*    The computation of basic and diluted loss per share for the periods
     presented are based on weighted average number of shares outstanding as if
     the one- for-ten reverse stock split, effective on June 11, 1999, had been
     completed at the beginning of the respective periods.

See notes to condensed consolidated financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>


               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                 AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
             (Amounts in thousands, except share and per share data)


                                                             September 30,   December 31,    September 30,
                                                                 1999            1998            1999
                                                                 RMB             RMB              US$
                                                 Notes        (Unaudited)       (Note)        (Unaudited)
<S>                                                              <C>            <C>                <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                      64,186         129,238            7,752
  Trading securities                                             55,858               -            6,746
  Trade receivables                                               3,778           8,463              456
  Inventories                                      2              8,197          10,569              990
  Other receivables, deposits and prepayments                    65,531          30,449            7,914
  Amount due from Farming Bureau                                 24,932          33,667            3,011
  Amounts due from related companies                             34,623          30,802            4,182
                                                             ----------      ----------       ----------
TOTAL CURRENT ASSETS                                            257,105         243,188           31,051
PROPERTY AND EQUIPMENT                             3             10,241           7,243            1,237
INVESTMENTS                                                     119,301         119,301           14,408
GOODWILL                                                            973             994              118
                                                             ----------      ----------       ----------
TOTAL ASSETS                                                    387,620         370,726           46,814
                                                             ==========      ==========       ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                               18,909          12,204            2,284
  Other payables and accrued liabilities                         25,899          15,476            3,128
  Income taxes payable                                           17,309          16,366            2,090
  Amounts due to related companies                               28,987          31,291            3,501
                                                             ----------      ----------       ----------
TOTAL CURRENT LIABILITIES                                        91,104          75,337           11,003

MINORITY INTERESTS                                              114,019         107,945           13,770
                                                             ----------      ----------       ----------
TOTAL LIABILITIES AND MINORITY
   INTERESTS                                                    205,123         183,282           24,773
                                                             ----------      ----------       ----------

SHAREHOLDERS' EQUITY
 Common stock, US$0.001 par value:
   Authorized - 200,000,000 shares in 1999
     and 1998
   Issued and outstanding - 592,900 shares in
    1999 and 5,929,004 shares in 1998                                 5              49                1
   Preferred stock, authorized -
    10,000,000 shares in 1999 and 1998
      Series B preferred stock, US$0.001 par
       value:
        Authorized - 3,200,000 shares in 1999
          and 1998
        Issued and outstanding - 320,000 shares
          1999 and 3,200,000 shares in 1998                           3              27                -
Additional paid-in capital                                      156,632         156,564           18,917
Reserves                                                         26,274          26,274            3,173
Retained earnings/(accumulated losses)                            (413)           4,534             (50)
Accumulated other comprehensive income/(loss)                       (4)             (4)                -
                                                             ----------      ----------       ----------
TOTAL SHAREHOLDERS' EQUITY                                      182,497         187,444           22,041
                                                             ----------      ----------       ----------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                                                        387,620         370,726           46,814
                                                             ==========      ==========       ==========
</TABLE>

Note: The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See notes to condensed consolidated financial statements.


                                       4
<PAGE>
<TABLE>
<CAPTION>


                            CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                             (Amounts in thousands)




                                                                                         Accumulated
                                  Series A  Series B  Additional                               other
                         Common  preferred  preferred    paid-in             Retained  comprehensive
                          stock      stock     stock     capital  Reserves   earnings  income/(loss)       Total
                            RMB        RMB       RMB         RMB       RMB        RMB                        RMB

<S>                          <C>      <C>         <C>    <C>        <C>         <C>              <C>     <C>
Balance at January 1,
   1999                      49          -        27     156,564    26,274      4,534          (4)       187,444

One-for-ten reverse
  stock split               (44)          -      (24)         68         -          -           -              -

Net loss                      -          -         -           -         -     (4,947)          -         (4,947)
                       --------     ------    ------     -------    -------   -------      ------        -------
Balance at September
   30, 1999                   5          -         3     156,632    26,274       (413)         (4)       182,497
                       ========     ======    ======     =======    ======    =======      ======        =======
</TABLE>

See notes to condensed consolidated financial statements.



                                       5
<PAGE>
<TABLE>
<CAPTION>



                              CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

                            CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                         (Amounts in thousands)


                                                                   NINE MONTHS ENDED SEPTEMBER 30,
                                                                   -------------------------------
                                                               1999            1998              1999
                                                               ----            ----              ----
                                                               RMB             RMB               US$

<S>                                                            <C>              <C>                 <C>
OPERATING ACTIVITIES
Net loss                                                       (4,947)          (4,096)             (597)
Adjustments to reconcile net loss to
  net cash provided by/(used by) operating
  activities:
    Depreciation and amortization                               1,171            1,332               141
    Minority interests                                          1,894            3,359               229
    Loss on disposal of property and equipment                    522                -                63
    Unrealized gain on trading securities                        (922)               -              (111)

Changes in operating assets and liabilities:
  Trade receivables                                             4,685              465               565
  Inventories                                                   2,372           43,504               286
  Other receivables, deposits and prepayments                 (35,082)           2,565            (4,237)
  Amount due from Farming Bureau                                8,735            5,313             1,055
  Amounts due from related companies                           (3,821)         (21,834)             (461)
  Accounts payable                                              6,705          (6,137)               810
  Other payables and accrued liabilities                       10,423            1,946             1,259
  Income taxes payable                                            943          (4,214)               114
  Amounts due to related companies                             (2,304)                -             (278)
                                                           ----------       ----------        ----------
Net cash provided by/(used in) operating activities            (9,626)          22,203            (1,162)
                                                           ----------       ----------        ----------

INVESTING ACTIVITIES
  Purchases of property and equipment                          (5,016)            (366)             (606)
  Purchases of trading securities                             (54,936)               -            (6,635)
  Purchase of investments                                           -             (250)                -
  Proceeds from disposal of property and equipment                346                -                42
  Increase in minority interests                                4,180               50               505
                                                           ----------       ----------        ----------
Net cash used in investing activities                         (55,426)            (566)           (6,694)
                                                           ----------       ----------        ----------

FINANCING ACTIVITIES
  Stock repurchase                                                  -            (864)                 -
                                                           ----------       ----------        ----------

NET INCREASE/(DECREASE) IN CASH AND CASH
   EQUIVALENTS                                               (65,052)           20,773           (7,856)

Cash and cash equivalent, at beginning of period              129,238          124,547            15,608
                                                           ----------       ----------        ----------
Cash and cash equivalent, at end of period                     64,186          145,320             7,752
                                                           ==========       ==========        ==========
</TABLE>

See notes to condensed consolidated financial statements.


                                       6
<PAGE>



               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             (Amounts in thousands)

1.       BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the information and footnotes required by generally
         accepted accounting principles for complete financial statements. In
         the opinion of management, all adjustments (consisting of normal
         recurring accruals) considered necessary for a fair presentation have
         been included. Operating results for the nine months period ended
         September 30, 1999, are not necessarily indicative of the results that
         may be expected for the year ending December 31, 1999.

2.       INVENTORIES
<TABLE>
<CAPTION>

                                                                     September 30,         December 31,
                                                                              1999                 1998
                                                                               RMB                  RMB

<S>                                                                          <C>                 <C>
         Finished goods                                                      8,197               10,569
                                                                            ======               ======
</TABLE>

3.       PROPERTY AND EQUIPMENT, NET
<TABLE>
<CAPTION>

                                                                     September 30,         December 31,
                                                                              1999                 1998
                                                                               RMB                  RMB

<S>                                                                          <C>                  <C>
         At cost:
           Buildings and leasehold improvements                              9,233                6,052
           Machinery, equipment and motor vehicles                           6,918                6,904
                                                                        ----------           ----------
                                                                            16,151               12,956

         Accumulated depreciation:                                          (5,910)              (5,713)
                                                                        ----------           ----------
         Net book value                                                     10,241                7,243
                                                                        ==========           ==========
</TABLE>





                                       7
<PAGE>


4.       SEGMENT FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                           Three months ended         Nine months ended
                                                                September 30,             September 30,
                                                            1999         1998         1999         1998
                                                             RMB          RMB          RMB          RMB
<S>                                                      <C>          <C>          <C>          <C>
         Net sales to external customers:
           Natural rubber
             Net sales to unaffiliated customers         181,733      136,268      270,194      298,980
             Net sales to affiliates                           -       11,290            -       15,340
                                                      ----------   ----------   ----------   ----------
                                                         181,733      147,558      270,194      314,320
                                                      ----------   ----------   ----------   ----------
         Materials, supplies and other
           Agricultural products:
             Net sales to unaffiliated customers           8,270        1,186       11,483       34,223
             Net sales to affiliates                         187        6,378       13,828       19,946
                                                      ----------   ----------   ----------   ----------
                                                           8,457        7,564       25,311       54,169
                                                      ----------   ----------   ----------   ----------

         Total consolidated net sales                    190,190      155,122      295,505      368,489
                                                      ==========   ==========   ==========   ==========

         Segment profit/(loss):
           Natural rubber                                  1,586        3,683       (2,665)       8,250
           Material, supplies and other
             agricultural products                        (1,183)      (1,215)      (1,633)      (4,284)
                                                      ----------   ----------   ----------   ----------
         Total segment profit/(loss)                         403        2,468       (4,298)       3,966

         Reconciling items:
           Corporate expenses                             (2,749)      (2,578)      (8,137)      (9,473)
           Income from long term investment                    -            -        6,664            -
           Gain from trading securities                    2,858            -        2,858            -
           Interest income                                   267        1,829          875        6,840
           Interest expense                                 (46)         (11)         (72)        (268)
                                                      ----------   ----------   ----------   ----------
         Total consolidated profit/(loss) before
           income taxes                                      733        1,708       (2,110)       1,065
                                                      ==========   ==========   ==========   ==========
</TABLE>
<TABLE>
<CAPTION>

                                                                        September 30,      December 31,
                                                                                 1999              1998
                                                                                  RMB               RMB
<S>                                                                           <C>               <C>
         Segment assets:
           Natural rubber                                                     211,521           258,090
           Material, supplies and other
             agricultural products                                             17,026            16,298
                                                                           ----------        ----------
         Total segment assets                                                 228,547           274,388

         Reconciling items:
           Corporate assets                                                     9,536             8,046
           Investments                                                        119,301           119,301
           Trading securities                                                  55,858                 -
           Intersegment receivables                                           (25,622)          (31,009)
                                                                           ----------        ----------
         Total consolidated assets                                            387,620           370,726
                                                                           ==========        ==========
</TABLE>

                                       8
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
        AND RESULTS OF OPERATION

RESULTS OF OPERATIONS

         The following table shows the selected unaudited condensed consolidated
income statement data of the Company and its subsidiaries for the three months
and nine months ended September 30, 1999 and 1998. The data should be read in
conjunction with the unaudited Condensed Consolidated Financial Statements of
the Company and related notes thereto.

         The discussions below are presented in the Company's primary operating
currency, which is the Renminbi Yuan ("RMB"). For information purposes only, the
amounts may be translated into U.S. dollars at an exchange rate of $1.00 =
RMB8.28, which represents the approximate single rate of exchange as quoted by
the People's Bank of China on September 30, 1999. No representation is made that
RMB amounts could have been, or could be, converted into U.S. dollars at that
rate or any other rate.
<TABLE>
<CAPTION>

(Amounts in thousands)                 THREE MONTHS ENDED SEPTEMBER 30,  NINE MONTHS ENDED SEPTEMBER 30,
                                       --------------------------------  -------------------------------
                                                  1999             1998            1999             1998
                                                   RMB              RMB             RMB              RMB
<S>                                            <C>              <C>             <C>              <C>
Net sales:
   Natural rubber                              181,733          147,558         270,194          314,320
   Materials, supplies and other
      agricultural products                      8,457            7,564          25,311           54,169
                                            ----------       ----------      ----------       ----------
                                               190,190          155,122         295,505          368,489
                                            ----------       ----------      ----------       ----------
Gross profit                                     3,290            6,178           5,537           15,541
Gross profit margin (%)                           1.73             3.98            1.87             4.22
Income/(loss) before income taxes                  733            1,708         (2,110)            1,065
Income taxes                                      (323)            (749)           (943)          (1,802)
                                            ----------       ----------      ----------       ----------
Income/(loss) before minority                     410              959          (3,053)            (737)
interests
Minority interests                              (1,236)          (1,421)         (1,894)          (3,359)
                                            ----------       ----------      ----------       ----------
Net income/(loss)                                 (826)            (462)         (4,947)          (4,096)
                                            ==========       ==========      ==========       ==========
</TABLE>

         NET SALES AND GROSS PROFIT

         Total net sales for the third quarter of fiscal 1999 increased by
approximately RMB35 million (US$4.2 million) or 23% to approximately RMB190
million (US$22.9 million), compared to approximately RMB155 million (US$18.7
million) for the corresponding period in 1998. Net sales of natural rubber
increased by approximately RMB34 million (US$4.1 million) or 23% to
approximately RMB182 million (US$22.0 million), compared to approximately RMB148
million (US$17.9 million) for the corresponding period in 1998. Net sales
revenue from the procurement of materials and supplies increased by
approximately RMB1 million (US$120,000) or 12% to approximately RMB8.5 million
(US$1 million), compared to approximately RMB7.5 million (US$906,000) for the
corresponding period in 1998.

         For the nine months ended September 30, 1999, the Company's total net
sales decreased by approximately RMB73 (US$8.8 million) or 19.8% to
approximately RMB296 million (US35.7 million), compared to approximately RMB368
million (US$44.4 million) for the corresponding period in 1998. The net sales of
natural rubber decreased by approximately RMB44 (US$5.3 million) or 14.0% while
the net sales of materials and supplies decreased by RMB29 million (US$3.5
million) or 53.3%.

         Net sales of natural rubber increased by 23% for the third quarter of
1999. This increase was mainly due to the fact that the natural rubber price has
rebounded from a record low of approximately RMB6,600 per ton in the third
quarter of 1998 to approximately RMB8,300 per ton in the third quarter of 1999.
Although the sales quantity for the third quarter of 1999 was approximately 3%


                                       9
<PAGE>

lower than that of the corresponding period in 1998, the 26% increase in natural
rubber price has caused the sales revenue to increase by 23%. Net sales of
natural rubber decreased by 14% for the nine months ended September 30, 1999
compared to the corresponding period in 1998. This decrease was mainly due to
the continuing weak consumption market in 1999 and the influx of imported
rubber.

         The decrease in net sales of procurement of materials, supplies and
other agricultural products for the nine months ended September 30, 1999 was
mainly due to the sales of barley of Rmb29 million (US$3.5 million) in 1998.
There were no sales of barley in 1999, as this product was not profitable and
management decided to suspend the trading of this product.

         Overall gross profit decreased by approximately RMB10 million (US$1.2
million) or 64% to RMB5.5 million (US$664,000) for the nine months ended
September 30, 1999, from approximately RMB15.5 million (US$1.9 million) for the
corresponding period in 1998. Gross profit margin decreased to 1.87% for the
nine months ended September 30, 1999 from 4.22% for the corresponding period in
1998. Overall gross profit for the third quarter of 1999 decreased by RMB2.9
million (US$350,000) or 46.7% to RMB3.3 million (US$398,000), from RMB6.2
million (US$749,000) for the corresponding period in 1998. Gross profit margin
decreased to 1.73% for the third quarter of 1999 from 3.98% for the
corresponding period in 1998. The decrease in gross profit margin was primarily
due to the decrease in guaranteed profit on natural rubber sales by the Farming
Bureau from 3.5% to 1.5%. The selling price of domestic natural rubber reached a
record low in the year 1998, and the existing state of the natural rubber market
is expected to persist for quite some time. Upon a request by the Farming
Bureau, and in view of the existing state of the natural rubber market, a mutual
agreement dated May 21, 1999 was entered into between the Farming Bureau and the
Operating Subsidiaries. Pursuant to this agreement, the minimum gross profit
guarantee of 3.5% earned by the Operating Subsidiaries on natural rubber sales
has been reduced to 1.5% in order to reflect the prevailing market rate more
realistically. The agreement took effect from April 1, 1999.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative expenses for the third quarter of
1999 were RMB5.4 million (US$652,000), compared to RMB6.1 million (US$737,000)
for the corresponding period in 1998.

         Selling, general and administration expenses for the nine months ended
September 30, 1999 were RMB16.6 million (US$2.0 million), compared to RMB21.6
million (US$2.6 million) for the corresponding period in 1998.

         The decrease was mainly due to the decrease in the Company's net sales.
The Company also successfully adopted additional measures to control costs,
including salary cuts and reduction of entertainment expenses and legal and
professional fees.

         FINANCIAL INCOME, NET

         Net financial income decreased significantly from RMB6.5 million
(US$785,000) for the nine months ended September 30, 1998 to RMB803,000
(US$97,000) for the corresponding period in 1999, and from RMB1.7 million
(US$205,000) for the third quarter of 1998 to RMB221,000 (US$27,000) for the
corresponding period in 1999. The Company placed RMB123 million time deposits
with financial institutions since the second quarter of 1998 that matured in the
fourth quarter of 1998. These time deposits earned higher interest than the
saving accounts utilized in 1999, which accounted for the decrease in financial
income in 1999.

         OTHER INCOME, NET

         Other income increased significantly from RMB2.0 million (US$242,000)
for the nine months ended September 30, 1998 to RMB9.3 million (US$1.1 million)
for the corresponding period in 1999, and from RMB403,000 (US$49,000) for the
third quarter of 1998 to RMB3.0 million (US$362,000) for the corresponding
period in 1999. Other income in 1998 mainly represented net income from the
trading of rubber futures contracts. However, other income in 1999 mainly
represented the dividend income received on the long-term investment in the
second quarter, which amounted to RMB6.6 million (US$797,000), and the net gain
from the trading of securities in the third quarter, which amounted to RMB2.8
million (US$338,000).

                                       10
<PAGE>

         MINORITY INTERESTS

         Pursuant to an Agreement for the Sale and Purchase of Share in HARC
dated April 30, 1998 between Guilinyang Farm and the Company, the Company
purchased 5,000,000 shares, representing 5% of the total issued and outstanding
share capital of HARC, from Guilinyang Farm for a total consideration of RMB7
million (US$846,000). After the said purchase, the Company's effective interest
in HARC increased from 56% to 61%. Minority interests after the said purchase
represent a 39% interest in HARC held by the Farming Bureau compared with 44%
before the said purchase.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary liquidity needs are to fund inventories and trade
receivables and, to a lesser extent, to expand business operations. The Company
has financed its working capital requirements primarily through internally
generated cash.

         The Company has a working capital surplus of approximately RMB166
million (US$20.0 million) as of September 30, 1999, compared to that of
approximately RMB168 million (US$20.3 million) as of December 31, 1998. Net cash
used in operating activities for the nine months ended September 30, 1999 was
approximately RMB9.6 million (US$1.2 million) as compared to net cash provided
by operating activities of approximately RMB22.2 million (US$2.7 million) for
the corresponding period in 1998. Net cash flows from the Company's operating
activities are attributable to the Company's income and changes in operating
assets and liabilities.

         There has been no other significant change in financial condition and
liquidity since the fiscal year ended December 31, 1998. The Company believes
that internally generated funds will be sufficient to satisfy its anticipated
working capital needs for at least the next twelve months.


MARKET RISK AND RISK MANAGEMENT POLICIES

         The Company's interest income is most sensitive to changes in the
general level of interest rates. As at September 30, 1999, approximately 90% of
the Company's cash equivalents are mainly Renminbi, United States Dollar and
Hong Kong Dollar deposits with financial institutions, bearing market interest
rates without fixed term. The remaining balance of cash equivalents are Hong
Kong Dollar short-term fixed deposits.

         Since 1996, the Company's board of directors has adopted a risk
management resolution authorizing the management to enter into natural rubber
commodities futures contracts for hedging the price risk associated with certain
firm commitments for the purchase of natural rubber. The Company also trades
natural rubber commodity futures contracts that are not specific hedges. As at
September 30, 1999, the Company had neither a position in natural rubber
commodity futures contracts, nor firm commitments for the purchase of natural
rubber.

         In 1999, the Company has allocated a total of RMB53 million (US$6.4
million) for securities trading in the PRC stock market. The primary objective
of the Company's securities trading activities is to preserve principal while at
the same time maximizing yields without significantly increasing risk. To
achieve this objective, the Company entered into an agreement with a third party
in the PRC. According to the agreement, the Company provides funding for
securities trading amounting to RMB45 million (US$5.4 million) and is guaranteed
a minimum return that equals the bank deposit rates. Although the Company is not
exposed to the price risk of the securities, the upside gain on securities
trading is shared with that third party as agreed. For the balance of RMB8
million (US$966,000), the Company faces price risk from adverse market movement.




                                       11
<PAGE>





YEAR 2000 ISSUE

         The Company has been addressing the potential risks associated with the
year 2000 issue. It has established a program to assess and modify internal
information technology ("IT") and non-information technology ("non-IT")
operations that are at risk, and further, to evaluate the year 2000 readiness of
key third parties with which the Company conducts business.

         For the IT systems, the assessment phase and modification phase, which
include software replacements and system upgrades, have been completed. The
total cost directly associated with the year 2000 issue was less than US$20,000.
The IT systems are being tested for year 2000 compliance and are expected to be
completed by the end of 1999. For the non-IT systems, the management has
finished the assessment and testing phases and is confident that all key non-IT
systems are year 2000 compliant.

         The Company has conducted informal communications with key third
parties with which the Company conducts business in order to evaluate the
Company's exposure to their year 2000 compliance. To-date, a majority of these
third parties have indicated that they are already year 2000 compatible or that
their year 2000 exposure is limited. However, the Company can give no assurance
that these third parties will not be materially impacted by year 2000 issues.
The Company is continuing with follow-up communications with key third parties.

         The Company has developed a contingency plan which would be implemented
in the event that any of the Company's efforts to address and correct the year
2000 issues are not effective, which include identifying alternate suppliers,
identifying manual methods for continuing operations and purchasing buffer
inventories. Even though the Company has developed such a contingency plan,
there can be no assurance that the plan will address all problems that may arise
or that such plan, if implemented, will operate successfully.


                                       12
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS:

         NONE

ITEM 2.  CHANGES IN SECURITIES:

         NONE

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES:

         NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

         NONE

ITEM 5.  OTHER INFORMATION

         NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a) The following Exhibits are filed as part of this Form 10-Q or
incorporated by reference as indicated below:

    EXHIBIT NO.                        EXHIBIT DESCRIPTION
    -----------                        -------------------


        3.1       Articles of Incorporation of the Registrant, filed on January
                  15, 1986 (FILED WITH ANNUAL REPORT ON FORM 10-K/A FOR THE
                  FISCAL YEAR ENDED DECEMBER 31, 1994, AND INCORPORATED HEREIN
                  BY REFERENCE.)

        3.2       By-laws of the Registrant (FILED WITH ANNUAL REPORT ON FORM
                  10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, AND
                  INCORPORATED HEREIN BY REFERENCE.)

        3.3       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (FILED WITH ANNUAL
                  REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31,
                  1994, AND INCORPORATED HEREIN BY REFERENCE.)

        3.4       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (FILED WITH ANNUAL
                  REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31,
                  1994, AND INCORPORATED HEREIN BY REFERENCE.)

        3.5       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective March 31, 1995, and filed on June 19,
                  1995 (FILED WITH QUARTERLY REPORT ON FORM 10-Q/A FOR THE
                  FISCAL QUARTER ENDED MARCH 31, 1995, AND WITH CURRENT REPORT
                  ON FORM 8-K DATED JUNE 19, 1995, AND INCORPORATED HEREIN BY
                  REFERENCE.)

        3.6       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective December 30, 1996 (FILED WITH ANNUAL
                  REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31,
                  1996, AND INCORPORATED HEREIN BY REFERENCE.)

        3.7       Amended and Restated By-laws of the Registrant, as amended on
                  December 30, 1996 (FILED WITH ANNUAL REPORT ON FORM 10-K/A FOR
                  THE FISCAL YEAR ENDED DECEMBER 31, 1996, AND INCORPORATED
                  HEREIN BY REFERENCE.)

                                       13
<PAGE>

        4.1       Certificate of Designation of Series B Convertible Preferred
                  Stock, filed on December 13, 1995 (FILED WITH CURRENT REPORT
                  ON FORM 8-K DATED MARCH 8, 1996, AND INCORPORATED HEREIN BY
                  REFERENCE.)

        4.2       Certificate of Amendment of Certificate of Designation of
                  Series B Convertible Preferred Stock, effective December 31,
                  1997 (FILED WITH ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL
                  YEAR ENDED DECEMBER 31, 1996, AND INCORPORATED HEREIN BY
                  REFERENCE.)

       10.1       Land Use Agreement dated November 5, 1994, by and between
                  Hainan Province Agricultural Reclamation No. 1 Materials
                  Supply & Sales Company (First Supply) and Hainan Province
                  Agricultural Reclamation Jin Long Materials General Company
                  (ORIGINAL CHINESE VERSION WITH CERTIFIED ENGLISH TRANSLATION
                  FILED AS EXHIBIT 10.10 TO ANNUAL REPORT ON FORM 10-K/A FOR THE
                  FISCAL YEAR ENDED DECEMBER 31, 1994, AND INCORPORATED HEREIN
                  BY REFERENCE.)

       10.2       Land Use Agreement dated November 5, 1994, by and between
                  Hainan Province Agricultural Reclamation No. 2 Materials
                  Supply & Sales Company (Second Supply) and Hainan Province
                  Agricultural Reclamation Jin Huan Materials General Company
                  (ORIGINAL CHINESE VERSION WITH CERTIFIED ENGLISH TRANSLATION
                  FILED AS EXHIBIT 10.11 TO ANNUAL REPORT ON FORM 10-K/A FOR THE
                  FISCAL YEAR ENDED DECEMBER 31, 1994, AND INCORPORATED HEREIN
                  BY REFERENCE.)

       10.3       Long-Term Sale and Purchase Agreement dated November 5, 1994,
                  by and among Hainan Province Agricultural Reclamation General
                  Company (the Farming Bureau), Hainan Agricultural Resources
                  Company Ltd., Hainan Province Agricultural Reclamation No. 1
                  Materials Supply & Marketing Company (First Supply), and
                  Hainan Province Agricultural Reclamation No. 2 Materials
                  Supply & Marketing Company (Second Supply) (ORIGINAL CHINESE
                  VERSION WITH ENGLISH TRANSLATION FILED AS EXHIBIT 10.12 TO
                  ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED
                  DECEMBER 31, 1994, AND INCORPORATED HEREIN BY REFERENCE.)

       10.4       Rental Agreement, by and between General Bureau of Hainan
                  State Farms (the Farming Bureau) and Hainan Agricultural
                  Resources Company Limited (ORIGINAL CHINESE VERSION WITH
                  ENGLISH TRANSLATION FILED AS EXHIBIT 10.14 TOANNUAL REPORT ON
                  FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, AND
                  INCORPORATED HEREIN BY REFERENCE.)

       10.5       Guaranty Agreement, by and among Hainan Province Agricultural
                  Reclamation General Company (the Farming Bureau), Hainan
                  Agricultural Reclamation No. 1 Materials Supply & Sales
                  Company (First Supply) and Hainan Agricultural Reclamation No.
                  2 Materials Supply & Sales Company (Second Supply) (ORIGINAL
                  CHINESE VERSION WITH CERTIFIED ENGLISH TRANSLATION FILED AS
                  EXHIBIT 10.15 TO ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL
                  YEAR ENDED DECEMBER 31, 1994, AND INCORPORATED HEREIN BY
                  REFERENCE.)

       10.6       China Resources Development, Inc., 1995 Stock Option Plan,
                  adopted as of March 31, 1995 (FILED AS EXHIBIT 10.18 TO
                  QUARTERLY REPORT ON FORM 10-Q/A FOR THE FISCAL QUARTER ENDED
                  MARCH 31, 1995, AND THE CURRENT REPORT ON FORM 8-K DATED JUNE
                  19, 1995, AND INCORPORATED HEREIN BY REFERENCE.)

       10.7       Contract on Investment in the Xilian Timber Mill between HARC
                  and the State-Run Xilian Farm of Hainan Province dated July 7,
                  1994, and Supplementary Agreement dated December 24, 1994
                  (ORIGINAL CHINESE VERSION WITH ENGLISH TRANSLATION FILED AS
                  EXHIBIT 10.26 TO ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
                  YEAR ENDED DECEMBER 31, 1995, AND INCORPORATED HEREIN BY
                  REFERENCE.)

       10.8       Loan Agreement between HARC and the Farming Bureau, dated
                  March 25, 1996, and the supplementary agreement dated December
                  31, 1996 (CERTIFIED ENGLISH TRANSLATION OF ORIGINAL CHINESE
                  VERSION FILED AS EXHIBIT 10.28 TO ANNUAL REPORT ON FORM 10-K/A
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996,AND INCORPORATED
                  HEREIN BY REFERENCE.)

                                       14
<PAGE>

       10.9       Loan Agreement between HARC and the Registrant, dated March
                  25, 1996 (CERTIFIED ENGLISH TRANSLATION OF ORIGINAL CHINESE
                  VERSION FILED AS EXHIBIT 10.29 TO ANNUAL REPORT ON FORM 10-K/A
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996, AND INCORPORATED
                  HEREIN BY REFERENCE.)

       10.10      Rental Agreement between HARC and the Hainan Farming Bureau
                  Testing Center, dated August 9, 1996 (CERTIFIED ENGLISH
                  TRANSLATION OF ORIGINAL CHINESE VERSION FILED AS EXHIBIT 10.30
                  TO ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED
                  DECEMBER 31, 1996, AND INCORPORATED HEREIN BY REFERENCE.)

       10.11      China Resources Development, Inc., Amended and Restated 1995
                  Stock Option Plan, as amended on December 30, 1996 (FILED AS
                  EXHIBIT 10.34 TO ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL
                  YEAR ENDED DECEMBER 31, 1996, AND INCORPORATED HEREIN BY
                  REFERENCE.)

       10.12      Advertising and Media Agreement by and between the Registrant
                  and Marketing Direct Concepts, Inc., dated April 1, 1997
                  (FILED AS EXHIBIT 10.36 TO QUARTERLY REPORT ON FORM 10-Q FOR
                  THE FISCAL QUARTER ENDED JUNE 30, 1997, AND INCORPORATED
                  HEREIN BY REFERENCE.)

       10.13      Financial Consulting Agreement by and between the Registrant
                  and Integrated Capital Development Group, Inc., dated May 1,
                  1997 (FILED AS EXHIBIT 10.37 TO QUARTERLY REPORT ON FORM 10-Q
                  FOR THE FISCAL QUARTER ENDED JUNE 30, 1997, AND INCORPORATED
                  HEREIN BY REFERENCE.)

       10.14      Consulting Agreement between the Registrant and Brender
                  Services Limited, dated April 30, 1997 (FILED AS EXHIBIT 10.38
                  TO ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
                  DECEMBER 31, 1997 AND INCORPORATED HEREIN BY REFERENCE.)

       10.15      Stock Purchase Agreement, by and between HARC and Guilinyang
                  Farm, dated December 29, 1997. (FILED AS EXHIBIT 10.39 TO
                  ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
                  31, 1997 AND INCORPORATED HEREIN BY REFERENCE.)

       10.16      Agreement for the Sale and Purchase of Share in Hainan Zhongya
                  Aluminum Company Ltd., dated December 29, 1997, by and between
                  First Supply and Guilinyang Farm. (FILED AS EXHIBIT 10.40 TO
                  ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
                  31, 1997 AND INCORPORATED HEREIN BY REFERENCE.)

       10.17      Agreement for the Sale and Purchase of Share in Hainan
                  Zhongwei Agricultural Resources Company Ltd., dated April 30,
                  1998, by and between Guilinyang Farm and the Company. (FILED
                  AS EXHIBIT 10.41 TO QUARTERLY REPORT ON FORM 10-Q FOR THE
                  FISCAL QUARTER ENDED JUNE 30, 1998 AND INCORPORATED HEREIN BY
                  REFERENCE.)

       10.18      Employment Agreement between the Company and Li Feilie, dated
                  August 1, 1998 (FILED AS EXHIBIT 10.42 TO ANNUAL REPORT ON
                  FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 AND
                  INCORPORATED HEREIN BY REFERENCE.)

       10.19      Employment Agreement between the Company and Tam Cheuk Ho,
                  dated February 1, 1999 (FILED AS EXHIBIT 10.43 TO ANNUAL
                  REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
                  1998 AND INCORPORATED HEREIN BY REFERENCE.)

       10.20      Employment Agreement between the Company and Wong Wah On,
                  dated February 1, 1999 (FILED AS EXHIBIT 10.44 TO ANNUAL
                  REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
                  1998 AND INCORPORATED HEREIN BY REFERENCE.)

                                       15
<PAGE>

       10.21      Service Agreement between the Company and Ching Lung Po, dated
                  February 1, 1999 (FILED AS EXHIBIT 10.45 TO ANNUAL REPORT ON
                  FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 AND
                  INCORPORATED HEREIN BY REFERENCE.)

       10.22      Long-Term Sale and Purchase Supplementary Agreement No. 3 by
                  and among Farming Bureau, HARC, First Supply and Second
                  Supply, dated May 21, 1999 (CERTIFIED ENGLISH TRANSLATION OF
                  ORIGINAL CHINESE VERSION FILED AS EXHIBIT 10.22 TO QUARTERLY
                  REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED JUNE 30, 1999
                  AND INCORPORATED HEREIN BY REFERENCE.)

       11         Computation of Earnings/(Loss) Per Share (CONTAINED IN
                  FINANCIAL STATEMENTS IN PART I, ITEM I HEREOF.)

       27.1     Financial Data Schedule  (FILED HEREWITH. FOR SEC USE ONLY.)

       (b) During the three months ended September 30, 1999, the Company filed
           no current reports on Form 8-K.



                                       16
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                      CHINA RESOURCES DEVELOPMENT, INC.





November 15, 1999                     By:/s/ Ching Lung Po
                                         -------------------------------------
                                         Ching Lung Po, President



                                      By:/s/ Tam Cheuk Ho
                                         -------------------------------------
                                         Tam Cheuk Ho, Chief Financial Officer




                                       17
<PAGE>



                                  EXHIBIT INDEX

      EXHIBIT NO.                      EXHIBIT DESCRIPTION
      -----------                      -------------------


        3.1       Articles of Incorporation of the Registrant, filed on January
                  15, 1986 (FILED WITH ANNUAL REPORT ON FORM 10-K/A FOR THE
                  FISCAL YEAR ENDED DECEMBER 31, 1994, AND INCORPORATED HEREIN
                  BY REFERENCE.)

        3.2       By-laws of the Registrant (FILED WITH ANNUAL REPORT ON FORM
                  10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, AND
                  INCORPORATED HEREIN BY REFERENCE.)

        3.3       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (FILED WITH ANNUAL
                  REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31,
                  1994, AND INCORPORATED HEREIN BY REFERENCE.)

        3.4       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (FILED WITH ANNUAL
                  REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31,
                  1994, AND INCORPORATED HEREIN BY REFERENCE.)

        3.5       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective March 31, 1995, and filed on June 19,
                  1995 (FILED WITH QUARTERLY REPORT ON FORM 10-Q/A FOR THE
                  FISCAL QUARTER ENDED MARCH 31, 1995, AND WITH CURRENT REPORT
                  ON FORM 8-K DATED JUNE 19, 1995, AND INCORPORATED HEREIN BY
                  REFERENCE.)

        3.6       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective December 30, 1996 (FILED WITH ANNUAL
                  REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31,
                  1996, AND INCORPORATED HEREIN BY REFERENCE.)

        3.7       Amended and Restated By-laws of the Registrant, as amended on
                  December 30, 1996 (FILED WITH ANNUAL REPORT ON FORM 10-K/A FOR
                  THE FISCAL YEAR ENDED DECEMBER 31, 1996, AND INCORPORATED
                  HEREIN BY REFERENCE.)

        4.1       Certificate of Designation of Series B Convertible Preferred
                  Stock, filed on December 13, 1995 (FILED WITH CURRENT REPORT
                  ON FORM 8-K DATED MARCH 8, 1996, AND INCORPORATED HEREIN BY
                  REFERENCE.)

        4.2       Certificate of Amendment of Certificate of Designation of
                  Series B Convertible Preferred Stock, effective December 31,
                  1997 (FILED WITH ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL
                  YEAR ENDED DECEMBER 31, 1996, AND INCORPORATED HEREIN BY
                  REFERENCE.)

       10.1       Land Use Agreement dated November 5, 1994, by and between
                  Hainan Province Agricultural Reclamation No. 1 Materials
                  Supply & Sales Company (First Supply) and Hainan Province
                  Agricultural Reclamation Jin Long Materials General Company
                  (ORIGINAL CHINESE VERSION WITH CERTIFIED ENGLISH TRANSLATION
                  FILED AS EXHIBIT 10.10 TO ANNUAL REPORT ON FORM 10-K/A FOR THE
                  FISCAL YEAR ENDED DECEMBER 31, 1994, AND INCORPORATED HEREIN
                  BY REFERENCE.)

       10.2       Land Use Agreement dated November 5, 1994, by and between
                  Hainan Province Agricultural Reclamation No. 2 Materials
                  Supply & Sales Company (Second Supply) and Hainan Province
                  Agricultural Reclamation Jin Huan Materials General Company
                  (ORIGINAL CHINESE VERSION WITH CERTIFIED ENGLISH TRANSLATION
                  FILED AS EXHIBIT 10.11 TO ANNUAL REPORT ON FORM 10-K/A FOR THE
                  FISCAL YEAR ENDED DECEMBER 31, 1994, AND INCORPORATED HEREIN
                  BY REFERENCE.)

       10.3       Long-Term Sale and Purchase Agreement dated November 5, 1994,
                  by and among Hainan Province Agricultural Reclamation General
                  Company (the Farming Bureau), Hainan Agricultural Resources
                  Company Ltd., Hainan Province Agricultural Reclamation No. 1
                  Materials Supply & Marketing Company (First Supply), and
                  Hainan Province Agricultural Reclamation No. 2 Materials
                  Supply & Marketing Company (Second Supply) (ORIGINAL CHINESE
                  VERSION WITH ENGLISH TRANSLATION FILED AS EXHIBIT 10.12 TO
                  ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED
                  DECEMBER 31, 1994, AND INCORPORATED HEREIN BY REFERENCE.)

                                       18
<PAGE>

       10.4       Rental Agreement, by and between General Bureau of Hainan
                  State Farms (the Farming Bureau) and Hainan Agricultural
                  Resources Company Limited (ORIGINAL CHINESE VERSION WITH
                  ENGLISH TRANSLATION FILED AS EXHIBIT 10.14 TO ANNUAL REPORT ON
                  FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, AND
                  INCORPORATED HEREIN BY REFERENCE.)

       10.5       Guaranty Agreement, by and among Hainan Province Agricultural
                  Reclamation General Company (the Farming Bureau), Hainan
                  Agricultural Reclamation No. 1 Materials Supply & Sales
                  Company (First Supply) and Hainan Agricultural Reclamation No.
                  2 Materials Supply & Sales Company (Second Supply) (ORIGINAL
                  CHINESE VERSION WITH CERTIFIED ENGLISH TRANSLATION FILED AS
                  EXHIBIT 10.15 TO ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL
                  YEAR ENDED DECEMBER 31, 1994, AND INCORPORATED HEREIN BY
                  REFERENCE.)

       10.6       China Resources Development, Inc., 1995 Stock Option Plan,
                  adopted as of March 31, 1995 (FILED AS EXHIBIT 10.18 TO
                  QUARTERLY REPORT ON FORM 10-Q/A FOR THE FISCAL QUARTER ENDED
                  MARCH 31, 1995, AND THE CURRENT REPORT ON FORM 8-K DATED JUNE
                  19, 1995, AND INCORPORATED HEREIN BY REFERENCE.)

       10.7       Contract on Investment in the Xilian Timber Mill between HARC
                  and the State-Run Xilian Farm of Hainan Province dated July 7,
                  1994, and Supplementary Agreement dated December 24, 1994
                  (ORIGINAL CHINESE VERSION WITH ENGLISH TRANSLATION FILED AS
                  EXHIBIT 10.26 TO ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
                  YEAR ENDED DECEMBER 31, 1995, AND INCORPORATED HEREIN BY
                  REFERENCE.)

       10.8       Loan Agreement between HARC and the Farming Bureau, dated
                  March 25, 1996, and the supplementary agreement dated December
                  31, 1996 (CERTIFIED ENGLISH TRANSLATION OF ORIGINAL CHINESE
                  VERSION FILED AS EXHIBIT 10.28 TO ANNUAL REPORT ON FORM 10-K/A
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996,AND INCORPORATED
                  HEREIN BY REFERENCE.)

       10.9       Loan Agreement between HARC and the Registrant, dated March
                  25, 1996 (CERTIFIED ENGLISH TRANSLATION OF ORIGINAL CHINESE
                  VERSION FILED AS EXHIBIT 10.29 TO ANNUAL REPORT ON FORM 10-K/A
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996, AND INCORPORATED
                  HEREIN BY REFERENCE.)

       10.10      Rental Agreement between HARC and the Hainan Farming Bureau
                  Testing Center, dated August 9, 1996 (CERTIFIED ENGLISH
                  TRANSLATION OF ORIGINAL CHINESE VERSION FILED AS EXHIBIT 10.30
                  TO ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED
                  DECEMBER 31, 1996, AND INCORPORATED HEREIN BY REFERENCE.)

       10.11      China Resources Development, Inc., Amended and Restated 1995
                  Stock Option Plan, as amended on December 30, 1996 (FILED AS
                  EXHIBIT 10.34 TO ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL
                  YEAR ENDED DECEMBER 31, 1996, AND INCORPORATED HEREIN BY
                  REFERENCE.)

       10.12      Advertising and Media Agreement by and between the Registrant
                  and Marketing Direct Concepts, Inc., dated April 1, 1997
                  (FILED AS EXHIBIT 10.36 TO QUARTERLY REPORT ON FORM 10-Q FOR
                  THE FISCAL QUARTER ENDED JUNE 30, 1997, AND INCORPORATED
                  HEREIN BY REFERENCE.)

       10.13      Financial Consulting Agreement by and between the Registrant
                  and Integrated Capital Development Group, Inc., dated May 1,
                  1997 (FILED AS EXHIBIT 10.37 TO QUARTERLY REPORT ON FORM 10-Q
                  FOR THE FISCAL QUARTER ENDED JUNE 30, 1997, AND INCORPORATED
                  HEREIN BY REFERENCE.)

                                       19
<PAGE>

       10.14      Consulting Agreement between the Registrant and Brender
                  Services Limited, dated April 30, 1997 (FILED AS EXHIBIT 10.38
                  TO ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
                  DECEMBER 31, 1997 AND INCORPORATED HEREIN BY REFERENCE.)

       10.15      Stock Purchase Agreement, by and between HARC and Guilinyang
                  Farm, dated December 29, 1997. (FILED AS EXHIBIT 10.39 TO
                  ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
                  31, 1997 AND INCORPORATED HEREIN BY REFERENCE.)

       10.16      Agreement for the Sale and Purchase of Share in Hainan Zhongya
                  Aluminum Company Ltd., dated December 29, 1997, by and between
                  First Supply and Guilinyang Farm. (FILED AS EXHIBIT 10.40 TO
                  ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
                  31, 1997 AND INCORPORATED HEREIN BY REFERENCE.)

       10.17      Agreement for the Sale and Purchase of Share in Hainan
                  Zhongwei Agricultural Resources Company Ltd., dated April 30,
                  1998, by and between Guilinyang Farm and the Company. (FILED
                  AS EXHIBIT 10.41 TO QUARTERLY REPORT ON FORM 10-Q FOR THE
                  FISCAL QUARTER ENDED JUNE 30, 1998 AND INCORPORATED HEREIN BY
                  REFERENCE.)

       10.18      Employment Agreement between the Company and Li Feilie, dated
                  August 1, 1998 (FILED AS EXHIBIT 10.42 TO ANNUAL REPORT ON
                  FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 AND
                  INCORPORATED HEREIN BY REFERENCE.)

       10.19      Employment Agreement between the Company and Tam Cheuk Ho,
                  dated February 1, 1999 (FILED AS EXHIBIT 10.43 TO ANNUAL
                  REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
                  1998 AND INCORPORATED HEREIN BY REFERENCE.)

       10.20      Employment Agreement between the Company and Wong Wah On,
                  dated February 1, 1999 (FILED AS EXHIBIT 10.44 TO ANNUAL
                  REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
                  1998 AND INCORPORATED HEREIN BY REFERENCE.)

       10.21      Service Agreement between the Company and Ching Lung Po, dated
                  February 1, 1999 (FILED AS EXHIBIT 10.45 TO ANNUAL REPORT ON
                  FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 AND
                  INCORPORATED HEREIN BY REFERENCE.)

       10.22      Long-Term Sale and Purchase Supplementary Agreement No. 3 by
                  and among Farming Bureau, HARC, First Supply and Second
                  Supply, dated May 21, 1999 (CERTIFIED ENGLISH TRANSLATION OF
                  ORIGINAL CHINESE VERSION FILED AS EXHIBIT 10.22 TO QUARTERLY
                  REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED JUNE 30, 1999
                  AND INCORPORATED HEREIN BY REFERENCE.)

       11         Computation of Earnings/(Loss) Per Share (CONTAINED IN
                  FINANCIAL STATEMENTS IN PART I, ITEM I HEREOF.)

       27.1     Financial Data Schedule  (FILED HEREWITH. FOR SEC USE ONLY.)