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 March 31, 1999
                                      --------------

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

         For the transition period from ___________ to _____________



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



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



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



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

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,929,004 shares of common
stock, $0.001 par value, as of May 14, 1999.


Page 1 of 23 pages                                     Exhibit Index on Page 19

<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 March 31, 1999, which
was approximately U.S.$1.00 = Rmb8.28. Translations from Hong Kong Dollars to
U.S. Dollars have been made at the single rate of exchange as quoted by the
Hongkong and Shanghai Banking Corporation Limited on March 31, 1999, which was
approximately US$1.00 = HK$7.75. The Renminbi is not freely convertible into
foreign currencies and the quotation of exchange rates does not imply
convertibility of Renminbi into U.S. Dollars or other currencies. All foreign
exchange transactions take place either through the Bank of China or other banks
authorized to buy and sell foreign currencies at the exchange rates quoted by
the People's Bank of China. No representation is made that the Renminbi or U.S.
Dollar amounts referred to herein could have been or could be converted into
U.S. Dollars or Renminbi, as the case may be, at the PBOC Rate or at all.

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

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

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

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

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

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

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

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

         References to "Operating Subsidiaries" are to the consolidated
operations, assets and/or activities, as the context indicates, of First Supply,
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 ENDED MARCH 31, 1999 AND 1998
             (Amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>
                                                                 Three Months Ended March 31,
                                                                 ----------------------------
                                                           1999              1998            1999
                                                           ----              ----            ----
                                                            RMB              RMB              US$
<S>                                                            <C>           <C>            <C>       
NET SALES                                                      21,355        93,227         2,579     
                                                                                                      
COST OF SALES                                                 (21,140)      (90,324)       (2,553)    
                                                           ----------    ----------    ----------     
GROSS PROFIT                                                      215         2,903            26     
                                                                                                      
DEPRECIATION                                                     (485)         (389)          (58)    
                                                                                                      
SELLING, GENERAL AND                                                                                  
   ADMINISTRATIVE EXPENSES                                     (5,139)       (8,006)         (621)    
                                                                                                      
FINANCIAL INCOME, NET                                             183            43            22     
                                                                                                      
OTHER EXPENSES, NET                                              (330)       (1,342)          (40)    
                                                           ----------    ----------    ----------     
LOSS BEFORE INCOME TAXES                                       (5,556)       (6,791)         (671)    
                                                                                                      
INCOME TAXES                                                     --            --            --       
                                                           ----------    ----------    ----------     
LOSS BEFORE MINORITY                                                                                  
   INTERESTS                                                   (5,556)       (6,791)         (671)    
                                                                                                      
MINORITY INTERESTS                                              1,207         1,316           146     
                                                           ----------    ----------    ----------     
NET LOSS                                                       (4,349)       (5,475)         (525)    
                                                           ==========    ==========    ==========     
BASIC AND DILUTED                                                                                     
  LOSS PER SHARE                                                (0.73)        (0.91)        (0.09)    
                                                           ==========    ==========    ==========     
WEIGHTED AVERAGE NUMBER                                                                               
    OF SHARES OUTSTANDING                                   5,929,004     6,029,004     5,929,004     
                                                           ==========    ==========    ==========     
</TABLE>                                                   
See notes to condensed consolidated financial statements.

                                       3

<PAGE>

               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                   AS OF MARCH 31, 1999 AND DECEMBER 31, 1998
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                               March 31,     December 31,      March 31,
                                                               ---------     ------------      ---------
                                                                 1999           1998            1999
                                                                 ----           ----            ----
                                                                  RMB            RMB              US$
                                                 Notes        (Unaudited)       (Note)        (Unaudited)
<S>                                                              <C>            <C>               <C>   
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                      89,532         129,238           10,813
  Trade receivables                                               5,757           8,463              695
  Inventories                                      2             13,069          10,569            1,579
  Other receivables, deposits and prepayments                    82,452          30,449            9,958
  Amount due from Farming Bureau                                 34,077          33,667            4,116
  Amounts due from related companies                             32,733          30,802            3,953
                                                             ----------      ----------       ----------
TOTAL CURRENT ASSETS                                            257,620         243,188           31,114
PROPERTY AND EQUIPMENT                             3              6,286           7,243              759
INVESTMENTS                                                     119,301         119,301           14,408
GOODWILL                                                            987             994              119
                                                             ----------      ----------       ----------
TOTAL ASSETS                                                    384,194         370,726           46,400
                                                             ==========      ==========       ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                               15,469          12,204            1,868
  Other payables and accrued liabilities                         32,982          15,476            3,983
  Income taxes payable                                           16,366          16,366            1,977
  Amounts due to related companies                               29,544          31,291            3,568
                                                             ----------      ----------       ----------
TOTAL CURRENT LIABILITIES                                        94,361          75,337           11,396

MINORITY INTERESTS                                              106,738         107,945           12,891
                                                             ----------      ----------       ----------
TOTAL LIABILITIES AND MINORITY
   INTERESTS                                                    201,099         183,282           24,287
                                                             ----------      ----------       ----------

SHAREHOLDERS' EQUITY Common stock, US$0.001 par value:
   Authorized  -  200,000,000 shares in 1999 and 1998
   Issued and outstanding - 5,929,004 shares
     in 1999 and 1998                                                49              49                6
  Preferred stock, authorized -
    10,000,000 shares in 1999 and 1998
      Series B preferred stock, US$0.001 par value:
        Authorized - 3,200,000  shares in 1999 and 1998
        Issued and outstanding  -  3,200,000 shares in
          1999 and 1998                                              27              27                3
Additional paid-in capital                                      156,564         156,564           18,909
Reserves                                                         26,274          26,274            3,174
Retained earnings                                                   185           4,534               22
Accumulated other comprehensive income/(loss)                        (4)             (4)              (1)
                                                             ----------      ----------       ----------
TOTAL SHAREHOLDERS' EQUITY                                      183,095         187,444           22,113
                                                             ----------      ----------       ----------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                                                        384,194         370,726           46,400
                                                             ==========      ==========       ==========
</TABLE>

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

See notes to condensed consolidated financial statements.

                                       4

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

     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                             (Amounts in thousands)

<TABLE>
<CAPTION>

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

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

Net loss                                                                       (4,349)                    (4,349)
                       --------     ------    ------     -------    ------   ---------        ------    --------
Balance at March 31,
   1999                      49          -        27     156,564    26,274        185            (4)     183,095
                       ========     ======    ======     =======    ======   ========         ======    ========
</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 THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                               Three months ended March 31,
                                                               ----------------------------
                                                            1999            1998          1998
                                                            ----            ----          ----
                                                            RMB              RMB          US$
<S>                                                             <C>         <C>           <C>          
OPERATING ACTIVITIES
Net loss                                                        (4,349)     (5,475)       (525)        
Adjustments to reconcile net loss to                                                                   
  net cash provided by/(used by) operating                                                             
activities:                                                                                            
    Depreciation and amortization                                  492         395          59         
    Minority interests                                          (1,207)     (1,316)       (146)        
    Loss on disposal of property and equipment                     454        --            55         
                                                                                                       
Changes in operating assets and liabilities:                                                           
  Trade receivables                                              2,706     (47,555)        327         
  Inventories                                                   (2,500)     38,883        (302)        
  Other receivables, deposits and prepayments                  (52,003)    (53,907)     (6,281)        
  Amount due from Farming Bureau                                  (410)     11,691         (49)        
  Amounts due from related companies                            (1,931)    (13,003)       (233)        
  Accounts payable                                               3,265      (3,072)        395         
  Other payables and accrued liabilities                        17,506      (2,212)      2,114         
  Income taxes payable                                            --        (3,075)       --           
  Amounts due to related companies                              (1,747)       --          (211)        
                                                              --------    --------    --------         
Net cash used in operating activities                          (39,724)    (78,646)     (4,797)        
                                                              --------    --------    --------         
                                                                                                       
INVESTING ACTIVITIES                                                                                   
  Purchases of property and equipment                              (42)       (341)         (5)        
  Proceeds from disposal of property and equipment                  60        --             7         
                                                              --------    --------    --------         
Net cash provided by/(used in) investing activities                 18        (341)          2         
                                                              --------    --------    --------         
                                                                                                       
NET DECREASE IN CASH AND CASH                                                                          
   EQUIVALENTS                                                 (39,706)    (78,987)     (4,795)        
                                                                                                       
Cash and cash equivalent, at beginning of period               129,238     124,547      15,608         
                                                              --------    --------    --------         
Cash and cash equivalent, at end of period                      89,532      45,560      10,813         
                                                              ========    ========    ========         
</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 three months period ended
         March 31, 1999, are not necessarily indicative of the results that may
         be expected for the year ending December 31, 1999.
<TABLE>
<CAPTION>

2.       INVENTORIES

                                                                         March 31,         December 31,
                                                                         ---------         ------------
                                                                              1999                 1998
                                                                              ----                 ----
                                                                               RMB                  RMB
<S>                                                                         <C>                  <C>   
         Finished goods                                                     13,069               10,569
                                                                            ======               ======

3.       PROPERTY AND EQUIPMENT, NET

                                                                         March 31,         December 31,
                                                                         ---------         ------------
                                                                              1999                 1998
                                                                              ----                 ----
                                                                               RMB                  RMB

         At cost:
           Buildings and leasehold improvements                              5,509                6,052
           Machinery, equipment and motor vehicles                           6,768                6,904
                                                                        ----------           ----------
                                                                            12,277               12,956

         Accumulated depreciation:                                          (5,991)              (5,713)
                                                                        ----------           ----------
         Net book value                                                      6,286                7,243
                                                                        ==========           ==========
</TABLE>

                                       7

<PAGE>
<TABLE>
<CAPTION>

4.       SEGMENT FINANCIAL INFORMATION

                                                                           Three months ended March 31,
                                                                           ----------------------------
                                                                              1999                 1998
                                                                              ----                 ----
                                                                               RMB                  RMB
<S>                                                                         <C>                  <C>   
         Net sales to external customers:
           Natural rubber
             Net sales to unaffiliated customers                            16,567               53,140
             Net sales to affiliates                                             -                3,296
                                                                         ---------            ---------
                                                                            16,567               56,436
                                                                         ---------            ---------
         Materials, supplies and other agricultural products:
             Net sales to unaffiliated customers                                83               30,484
             Net sales to affiliates                                         4,705                6,307
                                                                         ---------            ---------
                                                                             4,788               36,791
                                                                         ---------            ---------

         Total consolidated net sales                                       21,355               93,227
                                                                         =========            =========

         Segment loss:
           Natural rubber                                                   (3,098)              (2,353)
           Material, supplies and other
             agricultural products                                            (101)              (1,035)
                                                                         ---------            ---------
         Total segment loss                                                 (3,199)              (3,388)

         Reconciling items:
           Corporate expenses                                               (2,540)              (3,559)
           Interest income                                                     209                  242
           Interest expense                                                    (26)                 (86)
                                                                         ---------            ---------
         Total consolidated loss before income taxes                        (5,556)              (6,791)
                                                                         =========            =========

         Segment assets:
           Natural rubber                                                  259,905              244,418
           Material, supplies and other
             agricultural products                                          15,620               32,397
                                                                        ----------           ----------
         Total segment asset                                               275,525              276,815

         Reconciling items:
           Corporate assets                                                 19,354               48,934
           Investments                                                     119,301              147,671
           Intersegment receivables                                        (29,986)             (50,690)
                                                                        ----------           ----------
         Total consolidated assets                                         384,194              422,730
                                                                        ==========           ==========
</TABLE>
                                       8
<PAGE>

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

RESULTS OF OPERATIONS

         The following table shows the selected unaudited condensed consolidated
income statements data of the Company and its subsidiaries for the three months
ended March 31, 1999 and 1998. The data should be read in conjunction with the
unaudited Condensed Consolidated Financial Statements of the Company and related
notes thereto.

         The discussions below are presented in the Company's primary operating
currency, which is the Renminbi Yuan ("RMB"). For information purposes, 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 March 31, 1999. No representation is made that RMB
amounts could have been, or could be, converted into U.S.
dollars at that rate or any other rate.
<TABLE>
<CAPTION>
(Amounts in thousands)                                                      Three months ended March 31,
                                                                            ----------------------------
                                                                               1999                 1998
                                                                               ----                 ----
                                                                                RMB                  RMB
<S>                                                                          <C>                  <C>   
Net sales:
   Natural rubber                                                            16,567               56,436
   Materials, supplies and other agricultural products                        4,788               36,791
                                                                         ----------           ----------
                                                                             21,355               93,227
                                                                         ----------           ----------
Gross profit                                                                    215                2,903
Gross profit margin (%)                                                        1.01                 3.11
Loss before income taxes                                                     (5,556)              (6,791)
Income taxes                                                                      -                    -
                                                                         ----------           ----------
Loss before minority interests                                               (5,556)              (6,791)
Minority interests                                                            1,207                1,316
                                                                         ----------           ----------
Net loss                                                                     (4,349)              (5,475)
                                                                         ==========           ==========
</TABLE>
         NET SALES AND GROSS PROFIT

         Total net sales for the first quarter of fiscal 1999 decreased by
approximately RMB72 million (US$8.7 million) or 77% to approximately RMB21
million (US$2.6 million), compared to approximately RMB93 million (US$11.2
million) for the corresponding period in 1998. Net sales of natural rubber
declined by approximately RMB40 million (US$4.8 million) or 71% to approximately
RMB17 million (US$2.0 million), compared to approximately RMB56 million (US$6.8
million) for the corresponding period in 1998. Net sales revenue from the
procurement of materials and supplies decreased by approximately RMB32 million
(US$3.9 million) or 87% to approximately RMB5 million (US$600,000), compared to
approximately RMB37 million (US$4.5 million) for the corresponding period in
1998.

         Despite of the fact that the average natural rubber price for the first
quarter of 1999 increased to approximately Rmb8,000 per ton, comparing to
approximately Rmb7,500 per ton for the corresponding period in 1998, net sales
of natural rubber decreased by approximately 71% which was attributable to the
weak consumption market and the competition from imported rubber.

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

         Overall gross profit decreased by approximately RMB2.7 million
(US$325,000) or 93% to RMB215,000 (US$26,000) for the nine months of 1999 from
approximately RMB2.9 million (US$350,000) for the corresponding period in 1998.
Gross profit margin decreased to 1.01% for the three months of 1999 from 3.11%
for the corresponding period in 1998. The decrease in gross profit margin was
primarily due to the gross loss on the procurement business.

                                       9
<PAGE>
         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative expenses for the three months of
1999 were RMB5.1 million (US$616,000), compared to RMB8.0 million (US$966,000)
for the corresponding period in 1998. The decrease was mainly due to the
Company's measures to control cost, including salary cut and reduction of
entertainment expenses.

         FINANCIAL INCOME, NET

         Net financial income increased by RMB138,000 (US$17,000) to RMB183,000
(US$22,000) for the three months of 1999 compared to RMB43,000 (US$5,000) for
the corresponding period in 1998. The increase was due to the fact that the
Company had more cash deposits with financial institutions during the first
quarter of 1999 in comparing with the corresponding period in 1998.

         OTHER EXPENSES, NET

         Other expenses, net decreased by approximately RMB1 million
(US$122,000) or 75% from RMB1.3 million (US$157,000) for the three months of
1998 to RMB330,000 (US$40,000) for the corresponding period in 1999. The net
expenses for the three months of 1998 mainly represented net loss from the
trading of rubber futures contracts. The net expenses for the three months of
1999 mainly represented the loss on disposal of fixed assets.

         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 RMB163
million (US$19.7 million) as of March 31, 1999, compared to that of
approximately RMB168 million (US$20.0 million) as of December 31, 1998. Net cash
used in operating activities for the three months ended March 31, 1999 was
approximately RMB40 million (US$4.8 million) as compared to approximately RMB79
million (US$9.5 million) for the corresponding period in 1998. Net cash flows
from the Company's operating activities are attributable to the Company's income
and changes in operating assets and liabilities.

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


MARKET RISK AND RISK MANAGEMENT POLICIES

         The Company's interest income is most sensitive to changes in the
general level of interest rates. As at March 31, 1999, approximately 85% of the
Company's cash equivalents are mainly Renminbi and Hong Kong Dollars deposits
with financial institution, bearing market interest rates without fixed term.
The remaining balance of cash equivalents are Hong Kong Dollars short term fixed
deposits.

                                       10
<PAGE>

         Since 1996, the Company's board of directors has adopted a risk
management resolution authorizing the management to enter natural rubber
commodities futures contracts for hedging the price risk associated with certain
firm commitments for the purchase of natural rubber. The Company also trades
natural rubber commodity futures contracts which are not specific hedges. As at
March 31, 1999, the Company had neither a position in natural rubber commodity
futures contracts, nor firm commitments for the purchase of natural rubber.


YEAR 2000 ISSUE

         As is more fully described in the Company's annual report on Form 10-K
for the fiscal year ended December 31, 1998, the Company is modifying or
replacing its software as well as hardware to ensure Year 2000 compliance. The
Company believes that the costs directly associated with the year 2000 issue
will be less than US$20,000 and that all required upgrades and replacements will
be completed prior to the end of the third quarter of 1999.

         Although Company believes that its internal exposure to the year 2000
issue is limited and that its remediation efforts will be successful in
addressing its year 2000 issues, there can be no assurance that such remediation
efforts will be successful or that its upgraded software or any newly installed
systems will be fully year 2000 compatible. At this time, the Company is unable
to accurately predict the consequences of failed remediation efforts or a
failure of the Company's upgraded software or new systems to effectively address
the year 2000 issue, although management does not believe that any such failures
will result in a material, adverse effect on the Company or its subsidiaries, or
the operation of their business.

         Any failure of the software or systems of the suppliers, customers,
financial institutions or other third parties with which the Company or its
subsidiaries conducts business to address their year 2000 issues could impair
the Company's ability to perform normal operational functions. Because the
Company is still evaluating the status of the systems of the third parties with
which the Company and its subsidiaries conducts business, management has not yet
developed a comprehensive contingency plan and is unable to identify "the most
reasonably likely worst case scenario" at this time. As management identifies
significant risks related to these issues, management will develop appropriate
contingency plans.

                                       11

<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.)

                                       12
<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.)

       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.)

                                       13
<PAGE>
       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.)

                                       14
<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.)
  
                                       15
<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. (Filed
                  with Quarterly Report on Form 10-Q for the fiscal quarter
                  ended June 30, 1998 and incorporated herein by reference.)

       10.42      Employment Agreement between the Company and Li Feilie, dated
                  August 1, 1998 (Filed with Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1998 and incorporated herein by
                  reference.)

       10.43      Employment Agreement between the Company and Tam Cheuk Ho,
                  dated February 1, 1999 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1998 and incorporated
                  herein by reference.)

                                       16
<PAGE>

       10.44      Employment Agreement between the Company and Wong Wah On,
                  dated February 1, 1999 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1998 and incorporated
                  herein by reference.)

       10.45      Service Agreement between the Company and Ching Lung Po, dated
                  February 1, 1999 (Filed with Annual Report on Form 10-K for
                  the fiscal year ended December 31, 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 March 31, 1999, the Company
                  filed one current report on Form 8-K. On March 12, 1999, the
                  Company filed a report on Form 8-K dated January 29, 1999,
                  which reported, in Item 5, the proposed one-for-ten reverse
                  stock split of the Company's outstanding common stock, $0.001
                  per share, and certain changes to the Company's shareholders
                  and board of directors. No financial statements were filed.


                                       17


<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.





May 14, 1999                         By:/s/ Ching Lung Po
                                        -------------------------------------
                                        Ching Lung Po, Chairman of the Board
                                        of Directors



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





                                       18

<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.)

                                       19
<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.)

       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

                                       20
<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.)

                                       21
<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.)

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<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. (Filed
                  with Quarterly Report on Form 10-Q for the fiscal quarter
                  ended June 30, 1998 and incorporated herein by reference.)

       10.42      Employment Agreement between the Company and Li Feilie, dated
                  August 1, 1998 (Filed with Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1998 and incorporated herein by
                  reference.)

       10.43      Employment Agreement between the Company and Tam Cheuk Ho,
                  dated February 1, 1999 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1998 and incorporated
                  herein by reference.)

       10.44      Employment Agreement between the Company and Wong Wah On,
                  dated February 1, 1999 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1998 and incorporated
                  herein by reference.)

       10.45      Service Agreement between the Company and Ching Lung Po, dated
                  February 1, 1999 (Filed with Annual Report on Form 10-K for
                  the fiscal year ended December 31, 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.)

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