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, 1998
                                      ------------------

[  ]     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)

<TABLE>
<CAPTION>
<S>                                       <C>                                <C>   
         Nevada                                  33-5628-NY                     87-0263643
(State or other Jurisdiction              (Commission File Number)           (IRS Employer
      of incorporation)                                                     Identification No.)
</TABLE>

                         36/F., Far East Finance Center,
                          16 Harcourt Road, Admiralty,
                                    Hong Kong
                                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: 5,929,004 shares of common
stock, $0.001 par value, as of November 13, 1998.


Page 1 of 21 pages                                     Exhibit Index on Page 16
<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, 1998,
which was approximately U.S.$1.00 = Rmb8.27. 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, 1998, 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 61% by
Billion Luck and 39% by the Farming Bureau.

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

         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>
                         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, 1998 AND 1997
             (Amounts in thousands, except share and per share data)

<TABLE>
<CAPTION>

                                   Three Months Ended September 30,    Nine Months Ended September 30,
                                   --------------------------------    -------------------------------
                                      1998        1997       1998        1998       1997        1998
                                      ----        ----       ----        ----       ----        ----
                                      RMB         RMB         US$        RMB         RMB        US$
<S>                                   <C>         <C>         <C>        <C>        <C>          <C>   
SALES                                 155,122     419,295     18,757     368,489    893,762      44,557

COST OF SALES                        (148,944)   (410,396)   (18,010)   (352,948)  (860,071)    (42,678)
                                    ---------  ----------  ---------   ---------  ---------   ---------
GROSS PROFIT                            6,178       8,899        747      15,541     33,691       1,879

DEPRECIATION OF FIXED ASSETS             (491)     (1,195)       (59)     (1,312)    (2,039)       (158)

SELLING AND ADMINISTRATION
   EXPENSES                            (6,110)     (6,263)      (739)    (21,645)   (21,979)     (2,618)
                                    ---------  ----------  ---------   ---------  ---------   ---------
OPERATING INCOME/(LOSS)                  (423)      1,441        (51)     (7,416)     9,673        (897)

FINANCIAL INCOME/(EXPENSES),
   NET                                  1,728        (859)       209       6,460         31         781

OTHER INCOME, NET                         403      19,981         49       2,021     38,726         244
                                    ---------  ----------  ---------   ---------  ---------   ---------
INCOME BEFORE INCOME TAXES              1,708      20,563        207       1,065     48,430         128

INCOME TAXES                             (749)     (1,806)       (91)     (1,802)    (7,959)       (217)
                                    ---------  ----------  ---------   ---------  ---------   ---------
NET INCOME/(LOSS) BEFORE
   MINORITY INTERESTS                     959      18,757        116        (737)    40,471         (89)

MINORITY INTERESTS                     (1,421)     (9,979)      (172)     (3,359)   (21,577)       (406)
                                    ---------  ----------  ---------   ---------  ---------   ---------
NET INCOME/(LOSS)                        (462)      8,778        (56)     (4,096)    18,894        (495)
                                    =========  ==========  =========   =========  =========   =========
BASIC AND DILUTED
  EARNINGS/(LOSS) PER SHARE             (0.08)       1.46      (0.01)      (0.68)      3.19       (0.08)
                                    =========  ==========  =========   =========  =========   =========
WEIGHTED AVERAGE NUMBER
    OF SHARES OUTSTANDING           5,995,671   6,029,004  5,995,671   6,017,893  5,917,893   6,017,893
                                    =========  ==========  =========   =========  =========   =========
</TABLE>

See notes to condensed consolidated financial statements.


                                       3
<PAGE>

               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                 AS OF SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                        September 30,    December 31,    September 30,
                                                        -------------    ------------    -------------
                                                             1998            1997            1998
                                                             ----            ----            ----
                                                             RMB             RMB              US$
                                               Notes     (Unaudited)        (Note)        (Unaudited)
<S>                                                            <C>             <C>               <C>   
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                    145,320         124,547           17,572
  Trade receivables                                             10,784          11,249            1,304
  Inventories                                    2              18,288          61,792            2,211
  Other receivables, deposits and                               26,574          29,139            3,213
prepayments
  Amount due from Farming Bureau                                 9,608          14,921            1,162
  Amounts due from related companies                            54,878          40,044            6,636
                                                            ----------      ----------       ----------
Total current assets                                           265,452         281,692           32,098
PROPERTY AND EQUIPMENT, NET                      3               6,550           7,496              792
INVESTMENTS                                                    140,074         147,671           16,938
GOODWILL                                                         1,001           1,021              121
                                                            ----------      ----------       ----------
TOTAL ASSETS                                                   413,077         437,880           49,949
                                                            ==========      ==========       ==========

LIABILITIES AND SHAREHOLDERS'
   EQUITY
CURRENT LIABILITIES:
  Accounts payable                                              14,147          20,284            1,711
  Other payables and accrued liabilities                        23,052          21,106            2,788
  Income taxes payable                                          18,161          22,375            2,196
                                                            ----------      ----------       ----------
TOTAL CURRENT LIABILITIES                                       55,360          63,765            6,695

MINORITY INTERESTS                                             121,705         133,143           14,716
                                                            ----------      ----------       ----------
TOTAL LIABILITIES AND MINORITY
   INTERESTS                                                   177,065         196,908           21,411
                                                            ----------      ----------       ----------

SHAREHOLDERS' EQUITY
Common stock, US$0.001 par value:
   Authorized:
     200,000,000 shares in 1998 and 1997,
   Issued and outstanding:
     5,929,004 (1997: 5,779,004) shares,         4                  49              50                6
   Preferred stock, authorized:
    10,000,000 shares in 1998 and 1997
      Series B preferred stock, US$0.001 par 
        value:
        Authorized: 3,200,000 shares in 1998
          and 1997
        Issued and outstanding: 3,200,000
        shares in 1998 and 1997                                     27              27                3
Additional paid-in capital                                     156,553         157,416           18,930
Reserves                                                        25,514          25,514            3,085
Retained earnings                                               53,869          57,965            6,514
                                                            ----------      ----------       ----------
TOTAL SHAREHOLDERS' EQUITY                                     236,012         240,972           28,538
                                                            ----------      ----------       ----------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                                                       413,077         437,880           49,949
                                                            ==========      ==========       ==========
</TABLE>

Note: The balance sheet at December 31, 1997 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>


               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                  Series B
                                    Series A   Convertible   Series B   Additional
                           Common  Preferred     Preferred  Preferred      Paid-in            Retained
                            stock      Stock         Stock      Stock      Capital  Reserves  Earnings     Total
                            -----      -----         -----      -----      -------  --------  --------     -----
                              RMB        RMB           RMB        RMB          RMB       RMB       RMB       RMB
<S>                            <C>                               <C>      <C>        <C>        <C>      <C>    
Balance at January 1, 1998     50          -           -         27       157,416    25,514     57,965   240,972

Stock repurchase               (1)         -           -          -          (863)        -          -      (864)

Comprehensive income:
  Net loss for the period       -          -           -          -             -         -     (4,096)   (4,096)

                        ---------  ---------  ----------  ---------    ----------  --------   --------  --------
Balance at September
30, 1998                       49          -           -         27       156,553    25,514     53,869   236,012
                        =========  =========   =========  =========    ==========  ========   ========  ========
</TABLE>

See notes to condensed consolidated financial statements.
 

                                        5
<PAGE>

               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                               Nine months ended September 30,
                                                               -------------------------------
                                                          1998             1997              1998
                                                          ----             ----              ----
                                                           RMB             RMB               US$
<S>                                                          <C>               <C>                 <C>  
CASH FLOWS FROM OPERATING ACTIVITIES::
  Net income/(loss)                                          (4,096)           18,894              (495)
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Minority interests                                      3,359            21,577               406
      Depreciation and amortization                           1,332             2,060               161
      Loss on disposal of fixed assets                            -               799                 -
  Decrease/(increase) in assets:
      Trade receivables                                         465            (5,918)               56
      Inventories                                            43,504           (14,422)            5,261
      Other receivables, deposits and prepayments             2,565            (4,269)              310
      Amount due from Farming Bureau                          5,313              (177)              643
      Amounts due from related companies                    (21,834)            4,005            (2,640)
  Increase/(decrease) in liabilities:
      Accounts payable                                       (6,137)           (6,254)             (742)
      Amounts due to related companies                            -             8,929                 -
      Other payables and accrued liabilities                  1,946           (26,672)              235
      Income taxes payable                                   (4,214)            4,573              (510)
                                                         ----------        ----------        ----------
  Net cash provided by operating activities                  22,203             3,125             2,685
                                                         ----------        ----------        ----------

CASH FLOW PROVIDED BY/(USED IN)
   INVESTING ACTIVITIES
  Purchase of fixed assets                                     (366)           (2,821)              (44)
  Purchase of investments                                      (250)                -               (30)
  Increase in minority interests                                 50                 -                 6
  Proceeds from disposal of fixed assets                          -                 3                 -
  Proceeds from sale of investments                               -             1,216                 -
                                                         ----------        ----------        ----------
  Net cash used in investing activities                        (566)           (1,602)              (68)
                                                         ----------        ----------        ----------

CASH FLOW PROVIDED BY/(USED IN) FINANCING
   ACTIVITIES:
  Repayments of loans to shareholders                             -            (4,677)                -
  Stock repurchase                                             (864)                -              (105)
                                                         ----------        ----------        ----------
Net cash used in financing activities                          (864)           (4,677)             (105)
                                                         ----------        ----------        ----------

NET INCREASE/(DECREASE) IN CASH AND CASH
   EQUIVALENTS                                               20,773            (3,154)            2,512
Cash and cash equivalent, at beginning of period            124,547           131,006            15,060
                                                         ----------        ----------        ----------
Cash and cash equivalent, at end of period                  145,320           127,852            17,572
                                                         ==========        ==========        ==========
</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, 1998, are not necessarily indicative of the results that
         may be expected for the year ending December 31, 1998.

2.       INVENTORIES
<TABLE>
<CAPTION>

                                                                     September 30,         December 31,
                                                                     -------------         ------------
                                                                              1998                 1997
                                                                              ----                 ----
                                                                               RMB                  RMB
<S>                                                                         <C>                  <C>   
           Finished goods                                                   18,288               61,792
                                                                            ======               ======
</TABLE>

3.       PROPERTY AND EQUIPMENT, NET

<TABLE>
<CAPTION>
                                                                     September 30,         December 31,
                                                                     -------------         ------------
                                                                              1998                 1997
                                                                              ----                 ----
                                                                               RMB                  RMB
<S>                                                                          <C>                  <C>  
           At cost:
             Buildings and leasehold improvements                            5,267                5,267
             Machinery, equipment and motor vehicles                         6,965                6,599
                                                                        ----------           ----------
                                                                            12,232               11,866

           Accumulated depreciation:                                       (5,682)              (4,370)
                                                                        ----------           ----------
           Net book value                                                    6,550                7,496
                                                                        ==========           ==========
</TABLE>

4.       SHARE CAPITAL

         During the fiscal quarter ended September 30, 1998, the Company
         repurchased 100,000 shares of common stock of the Company in the
         secondary market.

5        NEW ACCOUNTING STANDARDS

         Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting
         Comprehensive Income, became effective in the first quarter of 1998.
         SFAS no. 130 establishes new rules for the reporting and display of
         comprehensive income and its components; however, the adoption of this
         Statement has no impact on the Company's net income or stockholders'
         equity.

         In 1997, the Financial Accounting Standards Board also issued SFAS no.
         131, Disclosures About Segments of an Enterprise and Related
         Information. The Company plans to adopt this Statement effective
         December 31, 1998.

                                       7

<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 statements data of the Company and its subsidiaries for the three months
and nine months ended September 30, 1998 and 1997. 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, the
amounts have been translated into U.S. dollars at an exchange rate of $1.00 =
RMB8.27, which represents the approximate single rate of exchange as quoted by
the People's Bank of China on September 30, 1998. 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,
                                        -------------------------------    -------------------------------
                                            1998            1997             1998            1997
                                            ----            ----             ----            ----
                                            RMB              RMB             RMB              RMB
<S>                                           <C>              <C>             <C>              <C>    
Sales:
   Distribution of natural rubber             147,558          408,073         314,320          857,222
   Procurement of materials and             
     supplies                                   7,564           11,222          54,169           36,540
                                           ----------       ----------      ----------       ----------
                                              155,122          419,295         368,489          893,762
                                           ----------       ----------      ----------       ----------
Gross profit                                    6,178            8,899          15,541           33,691
Gross profit margin (%)                          3.98             2.12            4.22             3.77
Income before income taxes                      1,708           20,563           1,065           48,430
Income taxes                                     (749)          (1,806)         (1,802)          (7,959)
                                           ----------       ----------      ----------       ----------
Net income/(loss)                                 959           18,757            (737)          40,471
Minority interests                             (1,421)          (9,979)         (3,359)         (21,577)
                                           ----------       ----------      ----------       ----------
Net income/(loss) after minority 
  interests                                      (462)           8,778          (4,096)          18,894
                                           ==========       ==========      ==========       ==========
</TABLE>

         NET SALES AND GROSS PROFIT

         Total net sales for the third quarter of fiscal 1998 decreased by
approximately RMB264 million (US$31.9 million) or 63.0% to approximately RMB155
million (US$18.8 million), compared to approximately RMB419 million (US$50.7
million) for the corresponding period in 1997. Net sales of natural rubber
declined by approximately RMB261 million (US$31.6 million) or 63.8% to
approximately RMB148 million (US$17.9 million), compared to approximately RMB408
million (US$49.3 million) for the corresponding period in 1997. Net sales
revenue from the procurement of materials and supplies decreased by
approximately RMB4 million (US$484,000) or 32.6% to approximately RMB8 million
(US$1 million), compared to approximately RMB11 million (US$1.3 million) for the
corresponding period in 1997.

         For the nine months of 1998, the Company's total net sales decreased by
approximately RMB525 million (US$63.5 million) or 58.8%. The net sales of
natural rubber decreased by approximately RMB543 million (US$65.7 million) or
63.3% while the net sales of materials and supplies increased by approximately
RMB18 million (US$2.2 million) or 48.2%.

         The domestic natural rubber consumption market remained weak in 1998.
The decline in natural rubber sales revenue was due to the decrease in both the
natural rubber price and the quantity sold. The average natural rubber price was
approximately RMB7,000 (US$846) per ton for the nine months of 1998 compared
with approximately RMB10,000 (US$1,209) per ton for the corresponding period in
1997. Renminbi Yuan remained relatively strong while most of the Asian
currencies were weakened against the U.S. Dollar during 1998, resulting in
intense competition from imported natural rubber.

                                       8
<PAGE>

         Given the adverse impact of the Asian financial crisis on the Chinese
economy, the consumption market for materials and supplies remained weak in
1998. It was the Company's policy to reduce prices to boost sales in the first
quarter of 1998. The price level was back to normal since the second quarter of
1998.

         Overall gross profit decreased by approximately RMB18.1 million
(US$2.2) or 53.9% to RMB15.5 million (US$1.9 million) for the nine months of
1998 from approximately RMB33.7 million (US$4.1 million) for the corresponding
period in 1997. Gross profit margin increased to 4.22% for the nine months of
1998 from 3.77% for the corresponding period in 1997. The increase in gross
profit margin was primarily due to the Company having stockpiled some natural
rubber stock in early 1997, which was sold at a loss in 1997 as the natural
rubber price started to decline since early 1997.

         SELLING AND ADMINISTRATION EXPENSES

         Selling and administration expenses for the nine months of 1998 were
RMB21.6 million (US$2.6 million) which were comparable to RMB22.0 million
(US$2.7 million) for the corresponding period in 1997.

         FINANCIAL INCOME/(EXPENSES), NET

         Net financial income increased by RMB6.4 million (US$774,000) to RMB6.5
million (US$786,000) for the nine months of 1998 compared to RMB31,000
(US$4,000) for the corresponding period in 1997. The significant increase was
due to the fact that the Company had more cash deposits with financial
institutions after the recovery of debts from several large customers since the
second quarter of 1998, and withdrawal of deposits from the Rubber Futures
Exchange.

         OTHER INCOME, NET

         Other income decreased significantly by approximately RMB36.7 million
(US$4.4 million) or 95% from RMB38.7 million (US$4.7 million) for the nine
months of 1997 to RMB2.0 million (US$242,000) for the corresponding period in
1998. The decrease was primarily due to less income from the trading of rubber
futures contracts during 1998.

         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 RMB210
million (US$25.4 million) as of September 30, 1998, compared to that of
approximately RMB218 million (US$26.4 million) as of December 31, 1997. Net cash
provided by operating activities for the nine months ended September 30, 1998
was approximately RMB22.2 million (US$2.7 million) as compared to approximately
RMB3.1 million (US$375,000) for the corresponding period in 1997. Net cash flows
from the Company's operating activities are attributable to the Company's income
and changes in operating assets and liabilities.

                                       9
<PAGE>


         There has been no other significant change in financial condition and
liquidity since the fiscal year ended December 31, 1997. The Company believes
that internally generated funds will be sufficient to satisfy its anticipated
working capital needs for at least the next twelve months.

                           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

         On August 18, 1998, the Board of Directors announced that it had 
         determined it to be in the best interest of the Company and its 
         shareholders to reduce the number of shares of its outstanding 
         common stock, par value $.001 per share, and that the Company
         would undertake a stock repurchase program through open market
         purchase on the Nasdaq Stock Market. The Board announced its
         intention to purchase up to 300,000 shares, in accordance with
         applicable regulations. When repurchased, such shares of Common
         Stock cease to be issued and outstanding, but remain authorized
         shares of the Company's Common Stock. As of November 13, 1998, the 
         Company has repurchased a total of 100,000 shares. The Company may 
         continue to make such open market purchases from time to time. No
         disclosure of specific purchases, or plans for purchases, will be made 
         except as are required to be included in periodic reports filed by the 
         Company with the Securities and Exchange Commission.

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:

<TABLE>
<CAPTION>
       
       Exhibit No.                              Exhibit Description
       -----------                              -------------------
<S>     <C>       <C>                                                             
        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.)

                                       10
<PAGE>

        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       Assignment Agreement dated January 21, 1994, by and between
                  Hong Wah (Holdings) Limited and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.2       Contract on Investment for the Setting up of Hainan
                  Agricultural Resources Company Ltd. dated January 31, 1994, by
                  and among Hainan Province Agricultural Reclamation General
                  Company (the Farming Bureau), Hainan Province Guilinyang State
                  Farm, and Billion Luck Company Ltd. (Original Chinese version
                  with English translation filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

       10.3       Loan Agreement dated May 10, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited,
                  Silverich Limited, Brender Services Limited, and Billion Luck
                  Company Ltd. (Filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)

       10.4       Credit Agreement dated June 1, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited and
                  Billion Luck Company Ltd. (Filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

       10.5       Contract on the Transfer of Share Ownership of Hainan Zhongya
                  Aluminum Co., Ltd. dated July 11, 1994, by and between Hainan
                  Province Guilinyang State Farm and Hainan Agricultural
                  Resources Co., Ltd. (Filed with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.6       Letter Agreement dated August 8, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited and
                  Billion Luck Company Ltd., supplementing Credit Agreement
                  dated June 1, 1994 (Filed with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.7       Letter Agreement dated October 24, 1994, by and among
                  Everbright Finance & Investment Co. Limited, Worlder
                  International Company Limited, and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.8       Acquisition Agreement, by and among the Registrant and the
                  shareholders of Billion Luck Company Ltd. (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

       10.9       Agreement on Service and Cooperation dated November 5, 1994,
                  by and between Hainan Province Agricultural Reclamation
                  General Company (the Farming Bureau) and Hainan Agricultural
                  Resources Company Ltd. (Original Chinese version with English
                  translation filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)

                                       11
<PAGE>

       10.10      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 with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.11      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 with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.12      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 with Annual Report on
                  Form 10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

       10.13      Agreement on Assignment of Accounts Receivable dated November
                  5, 1994, by and among Hainan Province Agricultural Reclamation
                  General Company (the Farming Bureau), Billion Luck Company
                  Ltd., Hainan Province Guilinyang State Farm, 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 with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.14      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 with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.15      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 with
                  Annual Report on Form 10-K/A for the fiscal year ended
                  December 31, 1994, and incorporated herein by reference.)

       10.16      Financial Consulting Agreement dated February 1, 1994, by and
                  between Brender Services Limited and Billion Luck Company
                  Ltd., and Extension Agreement dated November 1, 1994, by and
                  between Brender Services Limited and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.17      Exchange Agreement, by and among the Registrant, Hong Wah
                  Investment Holdings Limited, Everbright Finance & Investment
                  Co. Ltd., Worlder International Company Limited and Silverich
                  Limited, executed as of March 31, 1995 (Filed with Quarterly
                  Report on Form 10-Q/A for the fiscal quarter ended March 31,
                  1995, and incorporated herein by reference.)

                                       12
<PAGE>

       10.18      China Resources Development, Inc., 1995 Stock Option Plan,
                  adopted as of March 31, 1995 (Filed with 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.)

       10.19      Consulting Agreement between the Registrant and Brender
                  Services Limited, dated April 30, 1995 (Filed with Quarterly
                  Report on Form 10-Q for the fiscal quarter ended June 30,
                  1995, and incorporated herein by reference.)

       10.20      Letter dated June 1, 1995, extending the repayment date to
                  December 31, 1995, for loans extended to Billion Luck by
                  Everbright Finance & Investment Co. Limited, Worlder
                  International Company Limited and Hong Wah Investment Holdings
                  Limited, pursuant to Credit Agreement dated June 1, 1994
                  (Filed with Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1995, and incorporated herein by
                  reference.)

       10.21      Agreement on Administrative Expenses Apportionment between
                  First Supply and Jin Ling Corporation, dated March 15, 1995
                  (Original Chinese version with English translation filed with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)

       10.22      Agreement on Administrative Expenses Apportionment between
                  Second Supply and Jin Huan Corporation, dated March 15, 1995
                  (Original Chinese version with English translation filed with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)

       10.23      Agreement on Rubber Purchase Deposits among HARC, First
                  Supply, Second Supply and the Farming Bureau, dated March 30,
                  1995 (Original Chinese version with English translation filed
                  with Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1995, and incorporated herein by reference.)

       10.24      Employment Agreement between Billion Luck and Han Jian Zhun,
                  dated August 1, 1995 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995, and incorporated
                  herein by reference.)

       10.25      Employment Agreement between Billion Luck and Li Fei Lie,
                  dated August 1, 1995 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995, and incorporated
                  herein by reference.)

       10.26      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 with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)

       10.27      Exchange Agreement, by and between the Registrant and
                  Everbright Finance & Investment Co. Limited, dated July 22,
                  1996 (Filed with Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1996, and incorporated herein by
                  reference.)

       10.28      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 with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996,and incorporated herein by
                  reference.)

       10.29      Loan Agreement between HARC and the Registrant, dated March
                  25, 1996 (Certified English translation of original Chinese
                  version filed with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

                                       13
<PAGE>

       10.30      Rental Agreement between HARC and the Hainan Farming Bureau
                  Testing Center, dated August 9, 1996 (Certified English
                  translation of original Chinese version filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.)

       10.31      Shareholders' Agreement on Business Restructuring among the
                  Farming Bureau, Guilinyang Farm and Billion Luck, dated as of
                  October 1, 1996 (Certified English translation of original
                  Chinese version filed with Annual Report on Form 10-K/A for
                  the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.)

       10.32      Assets and Staff Transfer Agreement among the Farming Bureau,
                  HARC, First Supply and Second Supply, dated as of October 1,
                  1996 (Certified English translation of original Chinese
                  version filed with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.33      Exchange Agreement, by and between the Registrant and
                  Everbright Finance & Investment Co. Limited, dated December
                  31, 1996 (Filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1996, and incorporated herein
                  by reference.)

       10.34      China Resources Development, Inc., Amended and Restated 1995
                  Stock Option Plan, 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.)

       10.35      Agency Agreement on Natural Rubber Distribution between Hainan
                  General Bureau Jin Huan Materials Supply General Company and
                  HARC, dated January 2, 1997 (Certified English translation of
                  original Chinese version filed with Quarterly Report on Form
                  10-Q for the fiscal quarter ended March 31, 1997, and
                  incorporated herein by reference.)

       10.36      Advertising and Media Agreement by and between the Registrant
                  and Marketing Direct Concepts, Inc., dated April 1, 1997
                  (Filed with Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, and incorporated herein by
                  reference.)

       10.37      Financial Consulting Agreement by and between the Registrant
                  and Integrated Capital Development Group, Inc., dated May 1,
                  1997 (Filed with Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, and incorporated herein by
                  reference.)

       10.38      Consulting Agreement between the Registrant and Brender
                  Services Limited, dated April 30, 1997 (Filed with Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1997 and incorporated herein by reference.)

       10.39      Stock Purchase Agreement, by and between HARC and Guilinyang
                  Farm, dated December 29, 1997. (Filed with Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1997 and
                  incorporated herein by reference.)

       10.40      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 with Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1997 and
                  incorporated herein by reference.)

       10.41      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
                  with Quarterly Report on Form 10-Q for the fiscal quarter
                  ended June 30, 1998 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, 1998, the Company
                  filed no current Reports on Form 8-K.
</TABLE>

                                       14
<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 13, 1998                       By:/s/ Li Shunxing
                                              ----------------------------------
                                           Li Shunxing, President



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




                                       15


<PAGE>

                                EXHIBIT INDEX

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

<TABLE>
<CAPTION>
<S>     <C>       <C>  
        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       Assignment Agreement dated January 21, 1994, by and between
                  Hong Wah (Holdings) Limited and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.2       Contract on Investment for the Setting up of Hainan
                  Agricultural Resources Company Ltd. dated January 31, 1994, by
                  and among Hainan Province Agricultural Reclamation General
                  Company (the Farming Bureau), Hainan Province Guilinyang State
                  Farm, and Billion Luck Company Ltd. (Original Chinese version
                  with English translation filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

                                       16
<PAGE>

       10.3       Loan Agreement dated May 10, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited,
                  Silverich Limited, Brender Services Limited, and Billion Luck
                  Company Ltd. (Filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)

       10.4       Credit Agreement dated June 1, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited and
                  Billion Luck Company Ltd. (Filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

       10.5       Contract on the Transfer of Share Ownership of Hainan Zhongya
                  Aluminum Co., Ltd. dated July 11, 1994, by and between Hainan
                  Province Guilinyang State Farm and Hainan Agricultural
                  Resources Co., Ltd. (Filed with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.6       Letter Agreement dated August 8, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited and
                  Billion Luck Company Ltd., supplementing Credit Agreement
                  dated June 1, 1994 (Filed with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.7       Letter Agreement dated October 24, 1994, by and among
                  Everbright Finance & Investment Co. Limited, Worlder
                  International Company Limited, and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.8       Acquisition Agreement, by and among the Registrant and the
                  shareholders of Billion Luck Company Ltd. (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

       10.9       Agreement on Service and Cooperation dated November 5, 1994,
                  by and between Hainan Province Agricultural Reclamation
                  General Company (the Farming Bureau) and Hainan Agricultural
                  Resources Company Ltd. (Original Chinese version with English
                  translation filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)

       10.10      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 with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.11      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 with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.12      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 with Annual Report on
                  Form 10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

                                       17
<PAGE>

       10.13      Agreement on Assignment of Accounts Receivable dated November
                  5, 1994, by and among Hainan Province Agricultural Reclamation
                  General Company (the Farming Bureau), Billion Luck Company
                  Ltd., Hainan Province Guilinyang State Farm, 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 with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.14      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 with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.15      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 with
                  Annual Report on Form 10-K/A for the fiscal year ended
                  December 31, 1994, and incorporated herein by reference.)

       10.16      Financial Consulting Agreement dated February 1, 1994, by and
                  between Brender Services Limited and Billion Luck Company
                  Ltd., and Extension Agreement dated November 1, 1994, by and
                  between Brender Services Limited and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.17      Exchange Agreement, by and among the Registrant, Hong Wah
                  Investment Holdings Limited, Everbright Finance & Investment
                  Co. Ltd., Worlder International Company Limited and Silverich
                  Limited, executed as of March 31, 1995 (Filed with Quarterly
                  Report on Form 10-Q/A for the fiscal quarter ended March 31,
                  1995, and incorporated herein by reference.)

       10.18      China Resources Development, Inc., 1995 Stock Option Plan,
                  adopted as of March 31, 1995 (Filed with 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.)

       10.19      Consulting Agreement between the Registrant and Brender
                  Services Limited, dated April 30, 1995 (Filed with Quarterly
                  Report on Form 10-Q for the fiscal quarter ended June 30,
                  1995, and incorporated herein by reference.)

       10.20      Letter dated June 1, 1995, extending the repayment date to
                  December 31, 1995, for loans extended to Billion Luck by
                  Everbright Finance & Investment Co. Limited, Worlder
                  International Company Limited and Hong Wah Investment Holdings
                  Limited, pursuant to Credit Agreement dated June 1, 1994
                  (Filed with Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1995, and incorporated herein by
                  reference.)

       10.21      Agreement on Administrative Expenses Apportionment between
                  First Supply and Jin Ling Corporation, dated March 15, 1995
                  (Original Chinese version with English translation filed with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)

       10.22      Agreement on Administrative Expenses Apportionment between
                  Second Supply and Jin Huan Corporation, dated March 15, 1995
                  (Original Chinese version with English translation filed with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)
  
                                       18
<PAGE>

       10.23      Agreement on Rubber Purchase Deposits among HARC, First
                  Supply, Second Supply and the Farming Bureau, dated March 30,
                  1995 (Original Chinese version with English translation filed
                  with Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1995, and incorporated herein by reference.)

       10.24      Employment Agreement between Billion Luck and Han Jian Zhun,
                  dated August 1, 1995 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995, and incorporated
                  herein by reference.)

       10.25      Employment Agreement between Billion Luck and Li Fei Lie,
                  dated August 1, 1995 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995, and incorporated
                  herein by reference.)

       10.26      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 with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)

       10.27      Exchange Agreement, by and between the Registrant and
                  Everbright Finance & Investment Co. Limited, dated July 22,
                  1996 (Filed with Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1996, and incorporated herein by
                  reference.)

       10.28      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 with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996,and incorporated herein by
                  reference.)

       10.29      Loan Agreement between HARC and the Registrant, dated March
                  25, 1996 (Certified English translation of original Chinese
                  version filed with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.30      Rental Agreement between HARC and the Hainan Farming Bureau
                  Testing Center, dated August 9, 1996 (Certified English
                  translation of original Chinese version filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.)

       10.31      Shareholders' Agreement on Business Restructuring among the
                  Farming Bureau, Guilinyang Farm and Billion Luck, dated as of
                  October 1, 1996 (Certified English translation of original
                  Chinese version filed with Annual Report on Form 10-K/A for
                  the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.)

       10.32      Assets and Staff Transfer Agreement among the Farming Bureau,
                  HARC, First Supply and Second Supply, dated as of October 1,
                  1996 (Certified English translation of original Chinese
                  version filed with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.33      Exchange Agreement, by and between the Registrant and
                  Everbright Finance & Investment Co. Limited, dated December
                  31, 1996 (Filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1996, and incorporated herein
                  by reference.)

       10.34      China Resources Development, Inc., Amended and Restated 1995
                  Stock Option Plan, 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.)

                                       19
<PAGE>

       10.35      Agency Agreement on Natural Rubber Distribution between Hainan
                  General Bureau Jin Huan Materials Supply General Company and
                  HARC, dated January 2, 1997 (Certified English translation of
                  original Chinese version filed with Quarterly Report on Form
                  10-Q for the fiscal quarter ended March 31, 1997, and
                  incorporated herein by reference.)

       10.36      Advertising and Media Agreement by and between the Registrant
                  and Marketing Direct Concepts, Inc., dated April 1, 1997
                  (Filed with Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, and incorporated herein by
                  reference.)

       10.37      Financial Consulting Agreement by and between the Registrant
                  and Integrated Capital Development Group, Inc., dated May 1,
                  1997 (Filed with Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 1997, and incorporated herein by
                  reference.)

       10.38      Consulting Agreement between the Registrant and Brender
                  Services Limited, dated April 30, 1997 (Filed with Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1997 and incorporated herein by reference.)

       10.39      Stock Purchase Agreement, by and between HARC and Guilinyang
                  Farm, dated December 29, 1997. (Filed with Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1997 and
                  incorporated herein by reference.)

       10.40      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 with Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1997 and
                  incorporated herein by reference.)

       10.41      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
                  with Quarterly Report on Form 10-Q for the fiscal quarter
                  ended June 30, 1998 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.)
</TABLE>

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