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 June 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)



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


                         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: 6,029,004 shares of common
stock, $0.001 par value, as of August 6, 1998.


Page 1 of 20 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 June 30, 1998, 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 June 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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
             (Amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>
                                      Three Months Ended June 30,         Six Months Ended June 30,
                                      ---------------------------         ------------------------
                                      1998        1997       1998        1998       1997        1998
                                      ----        ----       ----        ----       ----        ----
                                      RMB         RMB         US$        RMB         RMB        US$
                                              (unaudited)                        (unaudited)
<S>                                   <C>         <C>         <C>        <C>        <C>          <C>   
SALES                                 120,140     365,069     14,510     213,367    474,467      25,769

COST OF SALES                        (113,680)   (348,557)   (13,730)   (204,004)  (449,675)    (24,638)
                                   ----------  ----------  ---------   ---------  ---------  ---------- 
GROSS PROFIT                            6,460      16,512        780       9,363     24,792       1,131

DEPRECIATION OF FIXED ASSETS             (432)       (510)       (52)       (821)      (844)        (99)

SELLING AND ADMINISTRATION
   EXPENSES                            (7,529)     (8,258)      (909)    (15,535)   (15,717)     (1,876)
                                   ----------  ----------  ---------   ---------  ---------  ---------- 
OPERATING (LOSS)/INCOME                (1,501)      7,744       (181)     (6,993)      8,231       (844)

FINANCIAL INCOME, NET                   4,689         243        566       4,732        890         571

OTHER INCOME, NET                       2,960       9,936        357       1,618     18,745         195
                                   ----------  ----------  ---------   ---------  ---------  ---------- 
(LOSS)/INCOME BEFORE
    INCOME TAXES                        6,148      17,923        742        (643)    27,866         (78)

INCOME TAXES                           (1,053)     (4,027)      (127)     (1,053)    (6,153)       (127)
                                   ----------  ----------  ---------   ---------  ---------  ---------- 
NET (LOSS)/ INCOME BEFORE
   MINORITY INTERESTS                   5,095      13,896        615      (1,696)    21,713        (205)

MINORITY INTERESTS                     (3,254)     (7,161)      (393)     (1,938)   (11,598)       (234)
                                   ----------  ----------  ---------   ---------  ---------  ---------- 
NET (LOSS)/INCOME                       1,841       6,735        222      (3,634)    10,115        (439)
                                   ==========  ==========  =========   =========  =========  ==========
(LOSS)/EARNINGS PER SHARE                0.31        1.12       0.04       (0.60)      1.70       (0.07)
                                   ==========  ==========  =========   =========  =========  ==========
WEIGHTED AVERAGE NUMBER
    OF SHARES OUTSTANDING           6,029,004   6,029,004  6,029,004   6,029,004  5,945,671   6,029,004
                                   ==========  ==========  =========   =========  =========  ==========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       3
<PAGE>
             CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                    AS OF JUNE 30, 1998 AND DECEMBER 31, 1997
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                           June 30,      December 31,      June 30,
                                                             1998            1997            1998
                                                             RMB             RMB              US$
                                               Notes     (unaudited)      (audited)       (unaudited)
<S>                                                            <C>             <C>               <C>   
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                    141,255         124,547           17,060
  Trade receivables                                              6,217          11,249              751
  Inventories                                    2              20,906          61,792            2,525
  Other receivables, deposits and                               32,670          29,139            3,945
prepayments
  Amount due from Farming Bureau                                 4,737          14,921              572
  Amounts due from related companies                            53,660          40,044            6,481
                                                            ----------      ----------       ----------
Total current assets                                           259,445         281,692           31,334
PROPERTY AND EQUIPMENT, NET                                      7,041           7,496              850
INVESTMENTS                                                    139,824         147,671           16,887
GOODWILL                                                         1,008           1,021              122
                                                            ----------      ----------       ----------
TOTAL ASSETS                                                   407,318         437,880           49,193
                                                            ==========      ==========       ==========

LIABILITIES AND SHAREHOLDERS'
   EQUITY
CURRENT LIABILITIES:
  Accounts payable                                              13,874          20,284            1,676
  Other payables and accrued liabilities                        18,460          21,106            2,229
  Income taxes payable                                          17,412          22,375            2,103
                                                            ----------      ----------       ----------
TOTAL CURRENT LIABILITIES                                       49,746          63,765            6,008

MINORITY INTERESTS                                             120,234         133,143           14,521
                                                            ----------      ----------       ----------
TOTAL LIABILITIES AND MINORITY
   INTERESTS                                                   169,980         196,908           20,529
                                                            ----------      ----------       ----------

SHAREHOLDERS' EQUITY 
 Common stock, US$0.001 par value:
   Authorized:
     200,000,000 shares in 1998 and 1997,
   Issued and outstanding:
     6,029,004 (1997: 5,779,004) shares,                            50              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                                     157,416         157,416           19,012
Reserves                                                        25,514          25,514            3,081
Retained earnings                                               54,331          57,965            6,562
                                                            ----------      ----------       ----------
TOTAL SHAREHOLDERS' EQUITY                                     237,338         240,972           28,664
                                                            ----------      ----------       ----------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                                                       407,318         437,880           49,193
                                                            ==========      ==========       ==========
</TABLE>


The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       4
<PAGE>

               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                  (Amounts in thousands, except per share data)

<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>      <C>          <C>     
Balance at December 31,
   1997                        50          -           -         27    157,416    25,514    57,965   240,972

Net loss for the period         -          -           -          -          -         -    (3,634)   (3,634)

                         --------   --------   ---------  ---------  ---------  --------  --------   -------
Balance at June 30,
   1998                        50          -           -         27    157,416    25,514    54,331   237,338
                         ========   ========   =========  =========  =========  ========  ========   =======
</TABLE>




                                       5
<PAGE>

               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                  Six months ended June 30,
                                                                  -------------------------
                                                          1998             1997              1998
                                                          ----             ----              ----
                                                           RMB             RMB               US$
                                                                         (unaudited)
<S>                                                          <C>               <C>                 <C>  
CASH FLOWS FROM OPERATING ACTIVITIES::
  Net (loss)/income                                          (3,634)           10,115              (439)
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Minority interests                                      1,938            11,598               234
      Depreciation and amortization                             834               844               100
      (Gain)/loss on disposal of fixed assets                     -               405                 -
  Decrease/(increase) in assets:
      Trade receivables                                       5,032           (16,979)              608
      Inventories                                            40,886            (5,174)            4,938
      Other receivables, deposits and prepayments            (3,531)          (51,590)             (426)
      Amount due from Farming Bureau                         10,184             1,482             1,230
      Amounts due from related companies                    (20,616)          (17,159)           (2,490)
  Increase/(decrease) in liabilities:
      Accounts payable                                       (6,410)           52,846              (774)
      Amounts due to related companies                            -             3,963                 -
      Other payables and accrued liabilities                 (2,646)          (33,215)             (320)
      Income taxes payable                                   (4,963)            2,767              (599)
                                                         ----------        ----------        ----------
  Net cash provided by/(used in) operating activities        17,074           (40,097)            2,062

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

CASH FLOW PROVIDED BY/(USED IN)
   INVESTING ACTIVITIES
  Purchase of fixed assets                                     (366)           (1,997)              (44)
  Proceeds from disposal of fixed assets                          -                 3                 -
  Proceeds from sale of investments                               -             1,185                 -
                                                         ----------        ----------        ----------
  Net cash provided by/(used in) investing activities          (366)             (809)              (44)

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

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

NET INCREASE/(DECREASE) IN CASH AND CASH
   EQUIVALENTS                                               16,708           (45,583)            2,018
Cash and cash equivalent, at beginning of period            124,547           131,006            15,042
                                                         ----------        ----------        ----------
Cash and cash equivalent, at end of period                  141,255            85,423            17,060
                                                         ==========        ==========        ==========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       6
<PAGE>

               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (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 six months period ended June
         30, 1998, are not necessarily indicative of the results that may be
         expected for the year ending December 31, 1998.
<TABLE>
<CAPTION>


2.       INVENTORIES

                                                                June 30,         December 31,
                                                                    1998                 1997
                                                                     RMB                  RMB
                                                             (unaudited)            (audited)

<S>                                                               <C>                  <C>   
           Finished goods                                         20,906               61,792
                                                                  ======               ======
</TABLE>
<TABLE>
<CAPTION>

3.       PROPERTY AND EQUIPMENT, NET

                                                                June 30,         December 31,
                                                                    1998                 1997
                                                                     RMB                  RMB
                                                             (unaudited)            (audited)
<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:                             (5,191)              (4,370)
                                                              ----------           ----------
           Net book value                                          7,041                7,496
                                                              ==========           ==========

</TABLE>

                                       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 six months ended June 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 =
RMB8.28, which represents the approximate single rate of exchange as quoted by
the People's Bank of China on June 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 June 30,       Six months ended June 30,
                                         --------------------------        ------------------------
                                            1998            1997             1998            1997
                                        (unaudited)      (unaudited)     (unaudited)      (unaudited)
                                            RMB              RMB             RMB              RMB
<S>                                           <C>            <C>             <C>             <C>    
Sales:
   Distribution of natural rubber             110,326        353,067         166,762         449,149
   Procurement of materials and supplies        9,814         12,002          46,605          25,318
                                           ----------     ----------      ----------      ----------
                                              120,140        365,069         213,367         474,467
                                           ----------     ----------      ----------      ----------
Gross profit                                    6,460         16,512           9,363          24,792
Gross profit margin (%)                          5.38           4.52            4.39            5.23
(Loss)/income before income taxes               6,148         17,923           (643)          27,866
Income taxes                                   (1,053)        (4,027)         (1,053)         (6,153)
                                           ----------     ----------      ----------      ----------
Net (loss)/income                               5,095         13,896          (1,696)         21,713
Minority interests                             (3,254)        (7,161)         (1,938)        (11,598)
                                           ----------     ----------      ----------      ----------
Net (loss)/income after minority interests      1,841          6,735          (3,634)         10,115
                                           ==========     ==========      ==========      ==========
</TABLE>

         NET SALES AND GROSS PROFIT

         Total net sales for the second quarter of fiscal 1998 decreased by
approximately RMB245 million (US$29.6 million) or 67.1% to approximately RMB120
million (US$14.5 million), compared to approximately RMB365 million (US$44.1
million) for the corresponding period in 1997. Net sales of natural rubber
declined by approximately RMB243 million (US$29.3 million) or 68.8% to
approximately RMB110 million (US$13.3 million), compared to approximately RMB353
million (US$42.6 million) for the corresponding period in 1997. Net sales
revenue from the procurement of materials and supplies decreased by
approximately RMB2 million (US$242,000) or 18.2% to approximately RMB10 million
(US$1.2 million), compared to approximately RMB12 million (US$1.5 million) for
the corresponding period in 1997.

         For the first half of 1998, the Company's total net sales decreased by
approximately RMB261 million (US$31.5 million) or 55.0%. The net sales of
natural rubber decreased by approximately RMB282 million (US$34.1 million) or
62.9% while the net sales of materials and supplies increased by approximately
RMB21 million (US$2.5 million) or 84.1%.

         The domestic natural rubber consumption market remained weak for the
first half year of 1998. The decline in natural rubber net sales revenue was
primarily due to the decrease in natural rubber prices. The average natural
rubber price was approximately RMB7,000 (US$845) per ton in the first half year
of 1998 compared with approximately RMB10,900 (US$1,316) 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 the
first half year of 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 in the second quarter,
resulting in higher gross margin and lower sales in the second quarter of 1998
compared with the corresponding period in 1997.

         Overall gross profit decreased by approximately RMB15.4 million
(US$1.9) or 62.2% to RMB9.4 million (US$1.1 million) during the first half year
of 1998 from approximately RMB24.8 million (US$3.0 million) for the
corresponding period in 1997. Gross profit margin also decreased to
approximately 4.39% for the first half year of 1998 from 5.23% for the
corresponding period in 1997. The decline in gross profit margin was primarily
due to the margin squeeze on natural rubber sales as a result of competition
from imported natural rubber.

         SELLING AND ADMINISTRATION EXPENSES

         Selling and administration expenses for the first half of fiscal 1998
were RMB15.5 million (US$1.87 million) which were comparable to RMB15.7 million
(US$1.90 million) for the corresponding period in 1997.

         FINANCIAL INCOME, NET

         Net financial income increased by RMB3.8 million (US$459,000) or 432%
to RMB4.7 million (US$568,000) for the first half of fiscal 1998 compared to
RMB890,000 (US$107,000) for the corresponding period in 1997. The significant
increase was due to the fact that the Company had more cash deposits with the
financial institutions after the recovery of debts from several large customers
in the second quarter of 1998.

         OTHER INCOME, NET

         Other income decreased significantly by approximately RMB17.1 million
(US$2.1 million) or 91% from RMB18.7 million (US$2.3 million) for the first half
of fiscal 1997 to RMB1.6 million (US$193,000) for the corresponding period in
1998. The decrease was primarily due to less income from the trading of rubber
futures contracts during the first half of fiscal 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 consideration of RMB7 million
(US$845,000). After the said purchase, the Company's effective interest in HARC
became 61%. Minority interests after the said purchase represent a 39% interest
in HARC held by the Farming Bureau compare 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 June 30, 1998, compared to that of approximately
RMB218 million (US$26.3 million) as of December 31, 1997. Net cash provided by
operating activities for the six months ended June 30, 1998 was approximately
RMB17.1 million (US$2.1 million) as compared to net cash used in operating
activities of approximately RMB40.1 million (US$4.8 million) 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.

         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.

                                       9
<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.)

                                       10
<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       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.)
<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

                                       11
<PAGE>
                  (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.)

       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.)

                                       12
<PAGE>
       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.)

       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.)

                                       13
<PAGE>
       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.
                  (Certified English translation of original Chinese version
                  filed herewith.)

       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 June 30, 1998, the Company filed
                  no current Reports on Form 8-K.

                                       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.





August 7, 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
      ----------                    -------------------

        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.)

       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.)

                                       16

<PAGE>
       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.)
<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

                                       17
<PAGE>
                  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.)

       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.)

                                       18
<PAGE>
       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.)

       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.)

                                       19
<PAGE>
       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.
                  (Certified English translation of original Chinese version
                  filed herewith.)

       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.)

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