SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 1999


                        Commission File Number 333-76057

                         RUSSELL-STANLEY HOLDINGS, INC.
               (Exact name of registrant as specified in charter)

             Delaware                        3412                 22-3525626
  (State or other jurisdiction of  (Primary Standard Industrial  (IRS Employer
   incorporation or organization)   Classification Code Number)   Identification
                                                                  Number)

       685 Route 202/206 Bridgewater, New Jersey              08807
         (Address of principal executive offices)           (Zip code)


                                 (908)203-9500
              (Registrant's telephone number, including area code)


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  filing
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 close of the period covered by this report:

            Common Stock, $.01 par value per share: 2,200,764 shares
                  (See Note 16 to Financial Statements included
                    as part of Form S-4, File No. 333-76057)




<PAGE>


                               TABLE OF CONTENTS

                                                                   Page

PART I:  FINANCIAL INFORMATION

ITEM 1:  CONSOLIDATED FINANCIAL STATEMENTS                           3

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS              18

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURE
         ABOUT MARKET RISK                                          25


PART II: OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS                                          26

ITEM 2:  CHANGES IN SECURITIES                                      26

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES                            26

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE
         OF SECURITY HOLDERS                                        26

ITEM 5:  OTHER INFORMATION                                          26

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K                           26

SIGNATURES                                                          29




<PAGE>


                         PART I. FINANCIAL INFORMATION

                  ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                  RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                 (In thousands)


<TABLE>
<S>                                      <C>                      <C>
                                Three Months Ended         Nine Months Ended
                                  September 30,              September 30,
                                  -------------              -------------
                                1999          1998         1999       1998
                                ----          ----         -----      ----
                                   (Unaudited)                (Unaudited)

NET SALES                          $71,549     $67,355    $215,672   $211,511
COST OF SALES                       56,046      51,909    165,036     163,535
                                    ------      ------    -------     -------
         Gross Profit               15,503      15,446    50,636       47,976

OPERATING EXPENSES
     Selling                         6,068       5,005    17,903       14,785
     General and administrative      5,688       5,732    18,181       16,177
     Amortization of intangibles       447         768     2,053        2,434
     Non-recurring charges               -          33         -        3,500
                                   -------      ------   -------       ------
     Total expenses                 12,203      11,538    38,137       36,896

INCOME FROM OPERATIONS               3,300       3,908    12,499       11,080

INTEREST EXPENSE                     5,576       4,390    15,554       11,841

OTHER (INCOME) EXPENSE - net            56         188       204          275
                                   -------      ------   -------       ------

LOSS BEFORE INCOME TAXES
     AND EXTRAORDINARY ITEM         (2,332)       (670)   (3,259)      (1,036)

INCOME TAX (BENEFIT) PROVISION        (505)        116      (615)          31
                                   -------      ------   -------       ------

LOSS BEFORE EXTRAORDINARY ITEM      (1,827)       (786)   (2,644)      (1,067)

     EXTRAORDINARY ITEM, net of tax      -           -       763            -
                                   --------     -------    -----       --------

NET LOSS                            (1,827)       (786)   (3,407)      (1,067)

OTHER COMPREHENSIVE INCOME
     (LOSS)                            129        (877)      838       (1,407)
                                   --------     -------    -----       --------
COMPREHENSIVE LOSS                $ (1,698)   $ (1,663)  $(2,569)     $(2,474)
                                    =======     =======   =======      ========


                See notes to consolidated financial statements.


</TABLE>

<PAGE>


                RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
         <S>                                      <C>              <C>

                                              September 30,    December 31,
                                                  1999             1998
                                                  ----             ----
                                              (Unaudited)
ASSETS
CURRENT ASSETS
     Cash                                        $1,355          $ 1,630
     Accounts receivable - net                   33,103           29,408
     Inventories                                 22,800           18,761
     Prepaid taxes and income taxes receivable-
        net                                       5,558            3,460
     Prepaid expenses and other current assets    1,835            2,132
     Deferred tax benefit - net                     740              602
                                                -------          -------
        Total current assets                     65,391           55,993
                                                -------          -------

PROPERTY, PLANT AND EQUIPMENT - net              94,951           92,643
                                                -------          -------
OTHER ASSETS:
     Goodwill and other intangibles - net       107,039          108,195

     Deferred financing costs - net               6,659            1,294
     Other noncurrent assets                        265              129
                                                -------          -------
       Total other assets                       113,963          109,618
                                                -------          -------
TOTAL ASSETS                                   $274,305         $258,254
                                               ========         ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable and accrued expenses      $39,163          $43,079
     Current maturities of long-term debt             -               10
                                                -------          -------
        Total current liabilities                39,163           43,089

LONG TERM DEBT                                  194,903          171,592

DEFERRED TAXES - net                              5,021            4,662

OTHER NON CURRENT LIABILITIES                     4,379            5,374
                                                -------          -------
     Total liabilities                          243,466          224,717
                                                -------          -------

STOCKHOLDERS' EQUITY                             30,839           33,537
                                                -------          -------
TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                       $274,305         $258,254
                                               ========         ========

</TABLE>

                See notes to consolidated financial statements.


<PAGE>
<TABLE>

                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


<S>                                                              <C>
                                                           Nine Months Ended
                                                             September 30,
                                                             ------------
                                                            1999        1998
                                                            ----        ----
                                                              (Unaudited)

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
     Net loss                                             $(3,407)     $(1,067)
     Adjustments to reconcile net loss to
           Net cash provided by operating activities:
           Depreciation and amortization                   22,657       19,868
           Extraordinary item                               1,271            -
           Other noncash items                                  -           50
Changes in operating assets and liabilities:
     Decrease (increase) in accounts receivable            (3,695)         250
     Decrease (increase) in inventories                    (4,039)       1,954
     Decrease (increase) in prepaid taxes and other
           current assets                                  (1,524)       1,170
     Increase (decrease) in accounts payable and
           accrued expenses                                (6,093)       5,236
     Increase (decrease) in deferred income taxes             423         (774)
     Increase (decrease) in other - net                      (157)         312
                                                           -------    --------
           Net cash provided by operating activities        5,436       26,999
                                                           -------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition, net of cash                                   -      (16,562)
     Capital expenditures                                 (21,903)     (20,479)
     Other, net                                                 -          101
                                                        ----------    --------
           Net cash used in investing activities          (21,903)     (36,940)
                                                        ----------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds (repayments) from long-term borrowings-
        net                                                44,058         (286)
     Proceeds (repayments) from revolving credit loan-
        net                                               (20,697)      12,419
     Cash paid for financings costs                        (7,214)           -
     Other                                                     45          (79)
                                                        ---------     --------
           Net cash provided by financing activities       16,192       12,054
                                                        ---------     --------

NET CHANGE IN CASH                                          (275)        2,113

CASH, BEGINNING OF PERIOD                                  1,630         1,051
                                                        --------      --------
CASH, END OF PERIOD                                      $ 1,355       $ 3,164
                                                         =======       =======

</TABLE>

                 See notes to consolidated financial statements


<PAGE>



                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

     These  consolidated  financial  statements  and related notes thereto as of
September  30,  1999 and for each of the  three  and nine  month  periods  ended
September 30, 1999 and 1998 are unaudited.

     The information furnished herein reflects all adjustments which are, in the
opinion of management,  necessary for a fair  presentation  of the  consolidated
balance sheets as of September 30, 1999 and December 31, 1998, the  consolidated
statements of operations and  comprehensive  income for the three month and nine
month periods ended September 30, 1999 and 1998 and the statements of cash flows
for the nine month periods ended September 30, 1999 and 1998. The preparation of
financial statements in conformity with generally accepted accounting principles
requires  management to make certain  estimates and assumptions  that affect the
amounts reported on the financial  statements and accompanying the notes. Actual
amounts  could  differ  from those  estimates.  Certain  items in 1998 have been
reclassified to conform to the 1999 presentation.

     These financial statements should be read in conjunction with the financial
statements and notes thereto included in Russell-Stanley  Holdings,  Inc.'s (the
"Company's") Registration Statement on Form S-4, File No. 333-76057.


NOTE 2 - RECENTLY ISSUED ACCOUNTING STANDARD

     In  June  1998,  Statement  of  Financial  Accounting  Standards  No.  133,
Accounting for Derivative  Instruments and Hedging  Activities  ("SFAS 133") was
issued.  SFAS 133  establishes  new  disclosure  requirements,  which  provide a
comprehensive  standard for  recognition  and  measurement  of  derivatives  and
hedging  activities.  SFAS 133 will  take  effect in 2001 and will  require  new
disclosures,  all derivatives to be recorded on the balance sheet at fair value,
and establish special accounting for certain types of hedging activities.  Based
on the  Company's  current  derivatives,  an  interest  rate  collar and foreign
currency forward contracts,  management does not believe that SFAS 133 will have
a material effect on the Company's financial condition or results of operations.


NOTE 3 - INVENTORIES

Inventories consist of the following:

                                       September 30,          December 31,
                                          1999                    1998
                                     ------------------     -----------------
                                        (Unaudited)
                                                    (In thousands)

Raw material                             $12,206                     $11,380
Work-in-process                            1,937                       1,617
Finished goods                             8,657                       5,764
                                        --------                    --------
     Total                               $22,800                     $18,761
                                          ======                      ======


NOTE 4 - LONG-TERM DEBT

     Long-term debt consists of the following:

                                      September 30,         December 31,
                                           1999                  1998
                                     ------------------     -----------------
                                       (Unaudited)
                                                    (In thousands)

Senior subordinated notes             $  148,939                $          -
Revolving credit loan and term loans      45,964                      171,591
Capital lease obligations                      -                          11
                                        --------                    --------

                                         194,903                     171,602
                                        --------                    --------
Less current maturities                        -                          10
                                        --------                    --------

Long-term debt                       $   194,903                 $   171,592
                                         =======                     =======


     On February 10, 1999, the Company refinanced its revolving credit loan and
term loans by amending its senior credit facility to provide for a $75.0 million
revolving  credit line  (including a $15.0 million  Canadian credit line in U.S.
dollars),  which bears interest,  at the Company  election,  at a combination of
domestic  source and Eurodollar  borrowing  rates which  fluctuate  based on the
Company's  EBITDA  and debt  levels,  and a $25.0  million  term  loan,  bearing
interest at 9.48%  (collectively, the "Senior Credit Facility").  The revolving
credit facility matures in February 2004 and the term loan matures in two equal
installments in June 2006 and 2007.  In addition, the Company issued $150
million of 10.875% Senior Subordinated Notes (the "Notes") due February 15,
2009, at 99.248%,  resulting in an effective yield of 11.0%. The Senior Credit
Facility  contains  certain  covenants and  restrictions  and is secured by
substantially all assets of the Company. The Notes require semiannual interest
payments commencing August 15, 1999 and mature February 2009. The Notes are
subordinate to all existing and future senior  indebtedness  of the Company
and are unconditionally  guaranteed by the domestic  subsidiaries and contain a
number of customary  covenants and restrictions.  Deferred  financing charges of
approximately $7.2 million were incurred in connection with the refinancing.

     The  Notes,  revolving  credit  loan,  and term  loans  have the  following
provisions (dollars in thousands):

<TABLE>

<C>                     <S>                <S>               <S>            <S>             <S>           <S>
                                                          Interest                       Interest
                                                           Rate at       Balance at      Rate at       Balance at
                     Domestic           Eurodollar        September 30,  September 30,   December 31, December 31,
                  Interest Rate        Interest Rate         1999            1999           1998         1998
                 -----------------   -----------------  --------------  -------------  -------------  --------------
                                                         (Unaudited)    (Unaudited)

Revolving       Prime plus margin    LIBOR plus margin       8.25-
Credit Loan     not less than 1.25%  not less than 2.75%     9.50%        $  12,338          9.00%       $ 22,837

Revolving      Canadian prime plus
Credit loan -  margin not less than          -               7.50             8,626            -              -
Foreign        1.25%

Term Loan A -  Prime plus margin     LIBOR plus margin
Domestic       not less than 1.00%   not less than 2.50%     -                    -          9.00          35,000

Term Loan A -  Prime plus margin     LIBOR plus margin
Foreign        not less than 1.00%   not less than 2.50%     -                    -          9.00           9,182

Term Loan B - Prime plus margin      LIBOR plus margin
              not less than 1.50%    not less than 3.00%     -                    -          9.50          79,572

Term Loan C -   Fixed rate          Fixed rate              9.48            25,000           9.48          25,000

Senior
Subordinated
Notes           Fixed rate                           -     10.88           148,939                             -
                                                                         ---------                      ----------
Total                                                                    $  194,903                     $  171,591
                                                                          =========                      =========



                                             Maturities of long-term debt
                                                    (In thousands)

                  2004                                $    20,964
                  2005 and thereafter                     173,939
                                                          -------
                  Total                               $   194,903
                                                          =======
</TABLE>


NOTE 5 - STOCKHOLDERS' EQUITY

<TABLE>

<S>                                                 <C>                       <C>
                                              September 30,           December 31,
                                                  1999                   1998
                                              ------------            -----------
                                                (Unaudited)
                                                          (In thousands)

Common Stock, $.01 par value,                     $       22            $       22
At September 30, 1999 and December 31, 1998,
3,000,000 shares were authorized; 2,201,00 and
2,205,000 shares were issued and outstanding at
September 30, 1999 and December 31, 1998,
respectively
Accumulated paid in capital                           70,180                70,180

Accumulated deficit                                  (32,677)              (29,270)

Accumulated other comprehensive income(loss)          (1,640)               (2,478)

Less:   Notes receivable for shares issued to
           management                                    (13)                  (64)

    Treasury stock                                    (5,033)               (4,853)
                                                     -------               -------

TOTAL STOCKHOLDERS' EQUITY                          $ 30,839            $   33,537
                                                     =======             =========

</TABLE>


NOTE 6 - EXTRAORDINARY ITEM

           The Company used a portion of the proceeds from the debt  refinancing
to repay its existing debt. As a result of this early extinguishment of debt,
the  Company  incurred an  extraordinary  charge in  February  1999  totaling
approximately $763,000, net of tax benefits, consisting of the write-off of
unamortized deferred financing costs.


NOTE 7 - COMPREHENSIVE INCOME (LOSS)

           The Company has adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income." Other comprehensive income
(loss) consists of foreign currency translation adjustments for each of the
three and nine month periods ended September 30, 1999 and 1998.




<PAGE>


NOTE 8 - CONTINGENCY

         In January 1999, the U.S.  Environmental  Protection Agency (the "EPA")
confirmed  the  presence of  contaminants,  including  dioxin,  in and along the
Woonasquatucket River in Rhode Island. Prior to 1970, New England Container Co.,
Inc. ("NEC") operated a facility in North  Providence,  Rhode Island,  along the
Woonasquatucket River at a site where contaminants have been found. Recent press
reports   identify  NEC  as  a  business  that  may  have   contributed  to  the
contamination.  On  September  15,  1999,  NEC  received  a letter  from the EPA
asserting that NEC is a potentially responsible party.  Notwithstanding that NEC
no longer  operates the  facility,  and did not operate the facility at the time
the Company  acquired the  outstanding  capital  stock of NEC in July 1998,  NEC
could incur  liability  under federal and state  environmental  laws and/or as a
result of civil litigation. The Company believes that any resulting liability is
subject  to a  contractual  indemnity  from  Vincent  J.  Buonanno,  one  of its
directors and the former owner of NEC.  However,  such indemnity is subject to a
$2.0 million limit.  The Company is currently  unable to estimate the likelihood
or extent of any liability;  however, this matter may result in liability to NEC
that could have a material adverse effect on the Company's  financial  condition
and results of operations.

NOTE 9 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                                                Nine Months Ended
                                                  September 30,
                                                ----------------
                                                 (In thousands)

                                                 1999       1998
                                                 ----       ----
           Cash paid during the period for:
                    Interest                    $17,181    $7,494
                                                =======    ======
                    Income Taxes               $  1,796   $   478
                                                =======    ======

           Non-Cash Financing Activity:
                     Term Loans Exchanged for
                     Senior Subordinated Notes
                     (Note 4)                  $150,000   $     -
                                                =======    ======



NOTE 10 - GUARANTOR SUBSIDIARIES

      The Company's payment obligations under the Notes are fully,
unconditionally, jointly and severally guaranteed by its current domestic
subsidiaries, principally: Russell-Stanley Corp. ("RSC"), Container Management
Services ("CMS"), and NEC (collectively, the "Guarantor Subsidiaries"). Each of
the Guarantor Subsidiaries is a direct or indirect wholly-owned subsidiary of
the Company. The Company's payment obligations under the Notes will not be
guaranteed by the remaining subsidiary, Hunter Drums Limited ("Hunter") (the
"Non-Guarantor Subsidiary"). The obligations of each Guarantor Subsidiary under
their guarantee of the Notes are subordinated to each subsidiary's obligations
under their guarantee of the Senior Credit Facility.

      Presented below is condensed combining financial information for the
Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiary.
In the Company's opinion, separate financial statements and other disclosures
concerning each of the Guarantor Subsidiaries would not provide additional
information that is material to investors.  Therefore, the Guarantor
Subsidiaries are combined in the presentation below.

      Investments in subsidiaries are accounted for by the Company under the
equity method of accounting. Earnings of subsidiaries are, therefore, reflected
in the Company's investments in and advances to/from subsidiaries account and
earnings (losses). The elimination entries eliminate investments in
subsidiaries, related stockholders' equity and other intercompany balances and
transactions.


                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
                                 (In Thousands)
                                   (Unaudited)

<TABLE>


<S>                                <C>           <C>          <C>            <C>              <C>

                                                             Non
                                 Parent       Guarantor      Guarantor
                                 Company      Subsidiaries   Subsidiary   Eliminations     Consolidated
                                 -------      ------------   ----------   ------------     ------------

NET SALES                     $   --        $ 62,570         $  8,979      $   --           $ 71,549

COST OF SALES                     --          49,355            6,691          --             56,046

GROSS PROFIT                      --          13,215            2,288          --             15,503

TOTAL EXPENSES                    --          10,795            1,408          --             12,203
                              -------        -------          -------      ------            -------
INCOME FROM OPERATIONS            --           2,420              880          --              3,300

EQUITY LOSS                     (1,496)         --                 --       1,496               --

INTEREST EXPENSE                   553         4,705              318         --               5,576

OTHER (INCOME)
      EXPENSE - net                --             49                7         --                  56
                              -------         -------         -------      ------            -------
INCOME (LOSS) BEFORE
       INCOME TAXES            (2,049)        (2,334)             555      1,496              (2,332)
PROVISION (BENEFIT) FOR
       INCOME TAXES              (222)          (535)             252         --                (505)
                             --------        --------         -------      ------            -------
NET INCOME (LOSS)            $ (1,827)      $ (1,799)        $    303   $  1,496            $ (1,827)
                             ========       ========         ========   ========            ========



</TABLE>

<PAGE>


                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
                                 (In Thousands)
                                   (Unaudited)

<TABLE>


<S>                                <C>         <C>           <C>             <C>             <C>
                                                             Non-
                                 Parent     Guarantor      Guarantor
                                 Company    Subsidiaries   Subsidiary   Eliminations     Consolidated
                                 -------    ------------   ----------   ------------     ------------

NET SALES                     $   --      $ 59,057         $  8,298     $   --            $ 67,355

COST OF SALES                     --        45,885            6,024         --              51,909
                              ------       -------           ------      -----             -------

GROSS PROFIT                      --        13,172            2,274         --              15,446


TOTAL EXPENSES                    --        10,112            1,426         --              11,538
                              ------       -------           ------      -----             -------


INCOME FROM OPERATIONS            --         3,060              848         --               3,908

EQUITY LOSS                       (409)       --                --          409                --

INTEREST EXPENSE                   565       3,461              364         --               4,390

OTHER (INCOME)
    EXPENSE - net                 --            (2)             190         --                 188
                               -------     -------           ------     ------             -------
INCOME (LOSS) BEFORE
   INCOME TAXES                   (974)       (399)             294         409               (670)
PROVISION (BENEFIT) FOR
   INCOME TAXES                   (188)        166)             138         --                 116
                              --------    --------           ------     ------             -------
NET INCOME (LOSS)             $   (786)   $   (565)          $  156       $ 409           $   (786)
                              ========    ========           ======    ========            ========


</TABLE>


<PAGE>


                RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                 (In Thousands)
                                  (Unaudited)

<TABLE>

<S>                                <C>         <C>           <C>             <C>             <C>
                                                             Non-
                                 Parent     Guarantor      Guarantor
                                 Company    Subsidiaries   Subsidiary   Eliminations     Consolidated
                                 -------    ------------   ----------   ------------     ------------

NET SALES                     $    --      $ 188,289       $  27,383    $    --        $  215,672

COST OF SALES                      --        145,069          19,967         --           165,036
                               ------       --------        --------      -----         ---------

GROSS PROFIT                       --         43,220           7,416         --            50,636

TOTAL EXPENSES                     --         33,718           4,419         --            38,137
                               ------       --------        --------      -----         ---------

INCOME FROM OPERATIONS             --          9,502           2,997         --            12,499

EQUITY LOSS                    (1,663)           --             --          1,663              --

INTEREST EXPENSE                1,587         12,989             978         --            15,554

OTHER (INCOME)
     EXPENSE - net                 --            309            (105)        --               204
                               ------       --------        --------      -----         ---------

INCOME (LOSS) BEFORE
     INCOME TAXES              (3,250)        (3,796)          2,124        1,663          (3,259)
PROVISION (BENEFIT) FOR
     INCOME TAXES                (606)          (964)            955         --              (615)
                               ------       --------        --------        -----       ---------
INCOME (LOSS) BEFORE
     EXTRAORDINARY ITEM        (2,644)        (2,832)          1,169        1,663          (2,644)

EXTRAORDINARY ITEM,
     Net of tax                   763           --              --           --               763
                               ------       --------        --------        -----       ---------

NET INCOME (LOSS)           $  (3,407)     $  (2,832)     $    1,169     $  1,663       $  (3,407)
                            =========      =========      ==========     ========       =========

</TABLE>


<PAGE>




                RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                                 (In Thousands)
                                  (Unaudited)

<TABLE>
<S>                            <C>         <C>           <C>            <C>              <C>

                                                        Non-
                              Parent     Guarantor      Guarantor
                              Company    Subsidiaries   Subsidiary   Eliminations     Consolidated
                              -------    ------------   ----------   ------------     ------------

NET SALES                 $    --      $ 184,018       $  27,493   $    --           $ 211,511

COST OF SALES                  --        143,404          20,131        --             163,535
                           ---------    ---------      ---------     -------         ---------

GROSS PROFIT                   --         40,614           7,362        --              47,976

TOTAL EXPENSES                 --         32,563           4,333        --              36,896
                           ---------    ---------      ---------     -------         ---------

INCOME FROM OPERATIONS         --          8,051           3,029        --              11,080

EQUITY INCOME                    20         --               --         (20)              --

INTEREST EXPENSE              1,628        9,180           1,033        --              11,841

OTHER (INCOME)
     EXPENSE - net             --            (33)            308        --                 275
                           ---------    ---------      ---------     -------         ---------

INCOME (LOSS) BEFORE
     INCOME TAXES            (1,608)      (1,096)          1,688        (20)            (1,036)
PROVISION (BENEFIT) FOR
     INCOME TAXES              (541)         (81)            653        --                  31
                           ---------    ---------      ---------     -------         ---------
NET INCOME (LOSS)         $  (1,067)   $  (1,015)      $   1,035    $   (20)         $  (1,067)
                          =========    =========       =========   =========         =========


</TABLE>


<PAGE>
<TABLE>


                           RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
                         SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                                      SEPTEMBER 30, 1999
                                         (In Thousands)
                                          (Unaudited)

   <C>                                       <S>          <S>           <S>              <S>              <S>

                                                                       Non-
                                           Parent       Guarantor      Guarantor
                                          Company      Subsidiaries    Subsidiary    Eliminations     Consolidated
                                          -------      ------------    ----------    ------------     ------------
ASSETS
CURRENT ASSETS:

         Cash                            $       -     $    1,355     $        -     $        -         $   1,355
         Accounts receivable - net               -         28,653          4,450              -            33,103
         Inventories                             -         19,930          2,870              -            22,800
         Prepaid and other current
           assets - net                          -          8,013            120              -             8,133
                                          --------     ----------      ---------        ---------
         Total current assets                    -         57,951          7,440              -            65,391
                                          --------     ----------      ---------        ---------        --------
PROPERTY, PLANT AND
         EQUIPMENT - net                         -         89,057          5,894               -           94,951
                                          --------     ----------      ---------        ---------        --------
OTHER ASSETS:

         Goodwill and other
           Intangibles - net                     -         88,780         18,259              -           107,039
         Deferred financing costs -
            net                                  -          6,659              -              -             6,659
         Other noncurrent assets                 -            265              -              -               265
         Intercompany advances              19,869         20,632             43        (40,544)               -
         Investment in subsidiaries         38,259             -               -        (38,259)               -
                                          --------     ----------      ---------       ---------      -----------
TOTAL ASSETS                             $  58,128   $   263,344      $   31,636     $  (78,803)      $   274,305
                                         =========   ===========      ==========     ============     ===========

LIABILITIES AND
STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

         Accounts payable and
           accrued expenses              $ (2,511)   $   37,300       $    4,374     $       -        $    39,163
                                          --------     ----------      ---------       ---------      -----------

         Current maturities of long-
           term debt                            -            -                 -
                                          --------     ----------      ---------        ---------
         Total current liabilities         (2,511)       37,300            4,374             -             39,163

LONG-TERM DEBT                             19,997       166,280            8,626             -            194,903
                                          --------     ----------      ---------        ---------        --------
DEFERRED TAXES - net                         (749)        4,715            1,055             -              5,021
OTHER NON CURRENT
         LIABILITIES                            -         3,244            1,135             -              4,379
                                          --------     ----------      ---------        ---------        --------
         Total liabilities                 16,737       211,539           15,190             -            243,466

                                          --------     ----------      ---------        ---------        --------
INTERCOMPANY ADVANCES                           -        32,577            7,214       (39,791)                -

TOTAL STOCKHOLDERS' EQUITY                 41,391        19,228            9,232       (39,012)            30,839
                                       ----------    ----------       ----------    -----------         ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                   $   58,128    $  263,344       $   31,636    $  (78,803)        $  274,305
                                       ==========    ==========       ==========    ==========          =========

</TABLE>

<PAGE>
<TABLE>


                RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                               DECEMBER 31, 1998
                                 (In Thousands)
                                  (Unaudited)

<C>                                         <S>           <S>          <S>              <S>              <S>

                                                                       Non-
                                          Parent       Guarantor      Guarantor
                                          Company      Subsidiaries   Subsidiary    Eliminations     Consolidated
                                          -------      ------------   ----------    ------------     ------------
ASSETS
CURRENT ASSETS:

         Cash                            $       -     $    1,246      $     384     $       -       $   1,630
         Accounts receivable - net               -         26,263          3,226           (81)         29,408
         Inventories                             -         16,354          2,407             -          18,761
         Prepaid and other current
           assets - net                          -          2,412            398         3,384           6,194
                                          --------     ----------       --------      --------       ---------
         Total current assets                    -         46,275          6,415         3,303          55,993
                                          --------     ----------       --------      --------       ---------

PROPERTY, PLANT AND
         EQUIPMENT - net                         -         86,720          5,923             -          92,643
                                          --------     ----------       --------      --------       ---------

OTHER ASSETS:

         Goodwill and other
           Intangibles - net                     -         91,869         17,570        (1,244)        108,195
         Deferred financing costs -
            net                              1,294              -              -              -          1,294
         Other noncurrent assets                 -            129              -              -            129
         Intercompany advances              21,434         76,033            390       (97,857)              -
         Investment in subsidiaries         37,788              -              -       (37,788)              -
                                          --------     ----------       --------      --------       ---------

TOTAL ASSETS                             $  60,516     $  301,026      $  30,298     $(133,586)      $ 258,254
                                         =========     ==========      =========     =========       =========

LIABILITIES AND
STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

         Accounts payable and
           accrued expenses              $ (2,149)     $   37,767     $    4,336     $   3,125       $  43,079
         Current maturities of long-
           term debt                            -              10              -             -              10
                                          --------     ----------       --------      --------       ---------

         Total current liabilities         (2,149)         37,777          4,336         3,125          43,089
                                          --------     ----------       --------      --------       ---------

LONG-TERM DEBT                             19,997        142,413           9,182             -         171,592
                                          --------     ----------       --------      --------       ---------
DEFERRED TAXES - net                            -          2,331           2,331             -           4,662

OTHER NON CURRENT
         LIABILITIES                            -          4,714           1,410          (750)          5,374
                                          --------     ----------       --------      --------       ---------

         Total liabilities                 17,848        187,235          17,259         2,375         224,717
                                          --------     ----------       --------      --------       ---------

INTERCOMPANY ADVANCES                           -         90,252           6,790       (97,042)              -

TOTAL STOCKHOLDERS'
   EQUITY                                  42,668         23,539           6,249       (38,919)         33,537
                                          --------     ----------       --------      --------       ---------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                   $   60,516    $   301,026       $  30,298    $ (133,586)    $   258,254
                                       ==========    ===========       =========    ==========     ===========

</TABLE>



<PAGE>

<TABLE>


                RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                 (In Thousands)
                                  (Unaudited)


<S>                                         <C>          <C>           <C>               <C>              <C>

                                                                      Non-
                                          Parent       Guarantor      Guarantor
                                          Company      Subsidiaries   Subsidiary      Eliminations     Consolidated

CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES:

Net (loss) income                        $ (3,407)     $  (2,832)      $   1,169     $    1,663       $ (3,407)

Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Equity loss                                 1,663              -               -        (1,663)               -

Depreciation and amortization                  23         21,571           1,063              -          22,657

Extraordinary item                          1,271              -               -              -           1,271

Changes in operating assets
and liabilities                            (1,114)       (13,614)           (357)             -         (15,085)
                                          -------        -------          ------         -------        --------
   Net cash provided by (used in)
     operating activities                  (1,564)         5,125           1,875              -           5,436
                                          -------        -------          ------         -------        --------

CASH FLOWS USED IN
INVESTING ACTIVITIES                            -        (21,221)           (682)             -          21,903
                                          -------        -------          ------         -------        --------

CASH FLOWS PROVIDED
BY (USED IN) FINANCING
ACTIVITIES                                  1,564         16,205          (1,577)             -          16,192
                                          -------        -------          ------         -------        --------


NET CHANGE IN CASH                              -            109            (384)             -            (275)

CASH, BEGINNING OF PERIOD                       -          1,246             384              -           1,630
                                          -------        -------          ------         -------        --------


CASH, END OF PERIOD                      $      -        $ 1,355       $       -       $      -      $     1,355
                                         ========        =======       =========       =========     ===========

</TABLE>


<PAGE>

<TABLE>


                RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
                                 (In Thousands)
                                  (Unaudited)


<S>                                         <C>          <C>           <C>               <C>              <C>

                                                                      Non-
                                          Parent       Guarantor      Guarantor
                                          Company      Subsidiaries   Subsidiary      Eliminations     Consolidated
                                          -------      ------------   ----------      ------------     ------------

CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES:

Net (loss) income                        $ (1,067)     $  (1,015)      $   1,035     $      (20)       $ (1,067)

Adjustments  to reconcile net
(loss) income to net cash
provided by (used in)
operating activities:
Equity loss                                   (20)             -               -             20              -

Depreciation and amortization                 207         18,561           1,100              -          19,868

Changes in operating assets
and liabilities                              (541)        10,298          (1,559)             -           8,198
                                          --------       -------        --------        --------       --------

Net cash provided by
  (used in) operating activities           (1,421)        27,844             576              -          26,999

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

CASH FLOWS USED IN
INVESTING ACTIVITIES                            -        (36,148)           (792)             -         (36,940)

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

CASH FLOWS PROVIDED BY
(USED IN) FINANCING
ACTIVITIES                                   1,421        10,639              (6)             -          12,054

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

NET CHANGE IN CASH                              -          2,335            (222)             -           2,113

CASH, BEGINNING OF PERIOD                       -            829             222              -           1,051
                                          --------       -------        --------        --------       --------

CASH, END OF PERIOD                      $      -     $    3,164     $         -      $       -       $   3,164
                                         =========    ==========     ===========      ==========      =========

</TABLE>



<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Three Month Period Ended September 30, 1999 Compared to Three Month Period
Ended September 30, 1998

Net Sales

         Net sales  increased  6.1 % to $71.5 million in 1999 from $67.4 million
in 1998.  Our container  manufacturing  division's  net sales  increased 3.5% to
$56.1 million in 1999,  from $54.2 million in 1998, due primarily to unit volume
sales growth and higher  average  selling  prices for plastic drums which helped
offset selling price declines in steel drums due to competitive  pressures.  Net
sales in our services  division  increased  16.7% to $15.4  million in 1999 from
$13.2  million in 1998 due to the net sales of New England  Container  which was
acquired in late July 1998 and growth in  intermediate  bulk  container  ("IBC")
leasing.  Excluding  the impact of the New England  Container  acquisition,  our
services  division's  net sales  increased  approximately  9.5%,  despite  lower
selling prices in response to competitive pressures.

Gross Profit

         Gross  profit  remained  flat in 1999  versus  1998.  In our  container
manufacturing  division,  stronger  unit volumes,  lower raw material  costs and
improved  efficiencies  helped  offset the  effects of lower  selling  prices to
generate higher gross profit in 1999.  Offsetting the increased containers gross
profit was a reduction in the services  division's gross profit.  Higher volumes
in IBC  leasing  and steel  reconditioning  were more than  offset by across the
board  lower  selling  prices due to  competitive  pressures,  increased  return
freight  costs,  and  additional  labor costs  incurred in the  destruction of a
backlog  of  unusable  containers.  Gross  profit as a  percentage  of net sales
decreased to 21.7% in 1999 from 22.8% in 1998 as a result of these factors.

Operating Expenses

         Operating  expenses as a percentage of net sales  remained  constant at
17.1 % in both periods.

Income from Operations

         Income from  operations  decreased  by $0.6  million to $3.3 million in
1999 from $3.9 million in 1998 as a result of the factors described above.

Other (Income) Expense, Net

         Other (income)  expense,  net, which includes changes in the fair value
of foreign  exchange  contracts,  decreased by $0.1 million in 1999  compared to
1998.



Interest Expense

         Interest expense was $5.6 million in 1999 compared with $4.4 million in
1998.  The increase in interest  expense is the result of increased  debt levels
associated with the refinancing of our revolving  credit loan and term loans and
the senior  subordinated  notes  offering in  February  1999 as well as a higher
weighted  average  interest  rate on this  indebtedness  versus  the rate on our
former senior credit agreement.

Loss Before Income Taxes

         In 1999, the loss before income taxes was $2.3 million versus $0.7
million in 1998, as a result of the factors described above.

Income Tax Provision(Benefit)

         The effective tax rate provision(benefit) on income was (21.7)% in 1999
and 17.3% in 1998, both lower than the statutory  federal income tax rate due to
the  non-deductible  portion of goodwill  associated with our  acquisitions  and
higher foreign income taxes.

Net Loss

         In 1999,  the net loss was $1.8 million versus $0.8 million in 1998, as
a result of the factors described above.

Nine Month Period Ended September 30, 1999 compared to Nine Month Period Ended
September 30, 1998

Net Sales

         Net sales  increased 2.0% to $215.7 million in 1999 from $211.5 million
in 1998. Our container manufacturing division's net sales declined approximately
6.0% to $168.3  million in 1999,  from $178.7  million in 1998, due primarily to
selling  price  declines in response to lower raw material  prices  coupled with
competitive  pressures  and unit volume  decreases  due to some share  shifts in
steel containers and a lack of demand from specialty export segments.  Net sales
in our services division increased  approximately 44.0% to $47.4 million in 1999
from $32.9 million in 1998 due to the net sales of New England Container,  which
was acquired in July 1998,  and growth in IBC leasing.  Excluding  the impact of
the New  England  Container  acquisition,  our  services  division's  net  sales
increased  approximately  10%  despite  lower  selling  prices  in  response  to
competitive pressures.

Gross Profit

         Gross profit increased $2.6 million to $50.6 million in 1999 from $48.0
million in 1998,  primarily from the benefit of higher  services  division sales
volume,  lower raw material prices, and improved  containers  efficiencies which
more than offset the impact of lower selling prices, higher return freight costs
and labor inefficiencies in services.  Gross profit as a percentage of net sales
improved to 23.5% in 1999 from 22.7% in 1998 as a result of these factors.

Operating Expenses

         Operating expenses,  excluding  non-recurring  charges,  increased as a
percentage of net sales to 17.7% in 1999 from 15.8% in 1998 primarily due to the
impact of the New England Container acquisition, higher logistics infrastructure
costs in our services segment,  increased inter-region delivery costs to satisfy
specialty  market  peak  demands in  containers,  and the  recording  of a legal
settlement provision and related professional fees.

Non-Recurring Charges

         In conjunction with the integration of acquired  entities and expansion
of our  operations,  a plan was developed in 1998 to rationalize  our operations
and sales force and consolidate and relocate our corporate headquarters in order
to improve  operating  efficiencies  and reduce costs.  This plan began in March
1998 and was  substantially  completed during the first quarter of 1999. As part
of this plan,  we  recorded  restructuring,  integration,  and other  charges of
approximately  $3.5 million for the nine months ended September 30, 1998.  These
charges   primarily  include  costs  related  to  the  closure  of  a  container
manufacturing  facility,  severance costs and other personnel related costs, the
relocation of corporate  headquarters and other miscellaneous  costs. We did not
record any non-recurring charges for the nine months ended September 30, 1999.

Income from Operations

         Income from  operations  increased by $1.4 million to $12.5  million in
1999 from $11.1 million in 1998 as a result of the factors described above.

Other (Income) Expense, Net

         Other (income) expense, net decreased slightly in 1999 from 1998 due to
changes in the fair value of foreign exchange contracts.

Interest Expense

         Interest  expense was $15.6 million in 1999 compared with $11.8 million
in 1998. The increase in interest expense is the result of increased debt levels
associated with the  acquisition of New England  Container in late July 1998 and
the  refinancing  of our  revolving  credit  loan and term  loans and the senior
subordinated notes offering in February 1999. In addition,  our weighted average
interest rate on this  indebtedness is higher than the rate on our former senior
credit agreement.

Loss Before Income Taxes and Extraordinary Item

         In 1999, the loss before income taxes and  extraordinary  item was $3.3
million  versus $1.0  million in 1998,  as the result of the  factors  described
above.

Income Tax Provision(Benefit)

         The  effective  tax rate  provision  (benefit) on income was (18.9)% in
1999 and 3.0% in 1998, both lower than the statutory federal income tax rate due
to the non-deductible  portion of goodwill  associated with our acquisitions and
higher foreign income taxes.

Loss Before Extraordinary Item

         In 1999,  the loss before  extraordinary  item was $2.6 million  versus
$1.1 million in 1998 due to the factors described above.

Extraordinary Item

         As a result of the February 1999  refinancing  of our revolving  credit
loan and term loans and the senior  subordinated notes offering,  we incurred an
extraordinary  charge  of $0.8  million,  which is net of tax  benefits  of $0.4
million, relating to the write-off of unamortized deferred financing costs.

Net Loss

         In 1999,  the net loss was $3.4 million versus $1.1 million in 1998, as
a result of the factors described above.

Liquidity and Capital Resources

         Our  principal  uses of cash  are for  capital  expenditures,  interest
expense,  working  capital,  and  acquisitions.  We utilize funds generated from
operations and borrowings to meet these requirements.  For the nine months ended
September 30, 1999, cash generated from operations was $5.4 million  compared to
cash  generated  from  operations  of $27.0  million for the nine  months  ended
September 30, 1998. The decrease was driven  primarily by the timing of interest
and  foreign  tax  payments,  as well as reduced  accounts  payable  and accrued
expense levels associated with the payment of professional fees incurred in late
1998  for  proposed  acquisitions  which  were  not  consummated.  In  addition,
increased working capital  investments in accounts receivable and inventory were
made in the first nine  months of 1999 as  compared  to the first nine months of
1998 to support our services  division's sales growth as well as to purchase raw
materials in advance of announced price increases.

         For the nine months ended  September  30, 1999 and 1998 we made capital
expenditures of $21.9 million and $20.7 million, respectively. We currently have
no capital  commitments  outside the ordinary course of business.  Our principal
working capital requirements are to finance accounts receivable and inventories.
As of September 30, 1999 we had net working capital of $26.5 million,  including
$1.4 million of cash,  $33.1  million of accounts  receivable,  $22.8 million of
inventories,  $8.4 million of other  current  assets,  and  approximately  $39.2
million of accounts payable and accrued expenses.

         On February 10, 1999, we refinanced our revolving  credit loan and term
loans by amending  our senior  credit  facility  to provide for a $75.0  million
revolving  credit line  (including a $15.0 million  Canadian credit line in U.S.
dollars),  which bears interest,  at our election,  at a combination of domestic
source and Eurodollar  borrowing  rates which  fluctuate based on our EBITDA and
debt  levels,  and  a  $25.0  million  term  loan,  bearing  interest  at  9.48%
(collectively,  the "Senior Credit  Facility").  The revolving  credit  facility
matures in February 2004 and the term loan matures in two equal  installments in
June 2006 and 2007.  In  addition,  we issued  $150  million  of 10 7/8%  Senior
Subordinated  Notes (the "Notes") due February 15, 2009, at 99.248% resulting in
an  effective  yield of 11.0%.  The  Senior  Credit  Facility  contains  certain
covenants and restrictions and is secured by substantially  all our assets.  The
Notes require semiannual interest payments commencing August 15, 1999 and mature
February  2009.  The Notes are  subordinate  to all existing  and future  senior
indebtedness and are unconditionally guaranteed by the domestic subsidiaries and
contain a number of customary  covenants and  restrictions.  Deferred  financing
charges of  approximately  $7.2 million  were  incurred in  connection  with the
refinancing

Effect of Inflation

         Inflation  generally  affects our business by  increasing  the interest
expense of  floating  rate  indebtedness  and by  increasing  the cost of labor,
equipment  and raw  materials.  We do not  believe  that  inflation  has had any
material effect on our business during the periods discussed herein.

Recently Issued Accounting Standard

         In June 1998, the Financial  Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative  Instruments and Hedging  Activities".  SFAS 133
establishes new disclosure  requirements which provide a comprehensive  standard
for recognition and measurement of derivatives and hedging activities. This will
require new disclosures,  all derivatives to be recorded on the balance sheet at
fair value, and special  accounting for particular types of hedges.  SFAS 133 is
currently  scheduled  to take  effect for us on  January  1, 2001.  Based on our
current  derivatives,  an  interest  rate collar and  foreign  currency  forward
contracts,  we do not believe  that SFAS 133 will have a material  effect on our
financial condition or results of operations.

Year 2000 Compliance

         General
         As has been widely reported,  many computer systems process dates based
on two digits for the year of transaction  and may be unable to process dates in
the year 2000 and beyond.  We believe that we have  identified  all  significant
internal   systems  and  hardware  with  embedded   applications   that  require
modification  to  ensure  year  2000  compliance.  In  addition,  we  have  sent
questionnaires  to our  critical  vendors in an attempt to confirm that they are
year 2000 compliant. We are conducting our year 2000 compliance efforts with the
assistance of independent consultants.

         Internal Systems
         Our significant  internal systems consist of our accounting systems and
our system that  manages the  inventory  for our plastic  container  leasing and
fleet  management  businesses.  Two of our four  accounting  systems  have  been
certified  by  the  licensor  and  successfully  tested  by  us  for  year  2000
compliance. The third accounting system has been updated and successfully tested
for  year  2000  compliance.  We are in the  process  of  replacing  the  fourth
accounting  system with a system that is certified by the licensor as being year
2000 compliant, and we expect the replacement and testing to be completed by the
end of November  1999.  We are also in the  process of updating  our system that
manages the inventory  for our plastic  container  leasing and fleet  management
businesses for year 2000  compliance,  and we expect the updating and testing to
be completed by the end of November 1999.

         Hardware
         Our  hardware  with  embedded  applications   principally  consists  of
manufacturing  machinery  for  the  manufacture  of  plastic  and  steel  drums.
Substantially,  all of this machinery has been certified by the manufacturer and
tested by us for year 2000 compliance.  Our tests have shown that our hardware
is year 2000 compliant.

         Vendors
         We have  sent  questionnaires  to 31 of our  vendors  that we  consider
critical.  Twenty-four  vendors have responded,  nineteen by supplying readiness
disclosures  letters  and  five by  completing  our  questionnaire.  None of the
responding vendors reported any significant year 2000 compliance issues. We have
sent a follow-up  letter to the seven  vendors  that have not  responded  to our
questionnaire.   All  of  the  vendors  which  have  not  responded  are  large,
sophisticated corporations, and we expect that they are aware of their year 2000
compliance issues.

         Year 2000 Risks
         Despite  our  year  2000  compliance  efforts,  there  are  many  risks
associated with the year 2000 compliance issue, including but not limited to the
possible failure of our systems and hardware with embedded  applications.  These
failures could result in:

         o        our inability to order raw materials,

         o        the malfunctioning of our manufacturing or services processes,

         o        our inability to properly  bill and collect  payments from our
                  customers   and/or  errors  or  omissions  in  accounting  and
                  financial  data,  any of which  could have a material  adverse
                  effect on our results of operations and financial condition.

In  addition,  there  can be no  guarantee  that the  systems  of other
companies,  including our vendors, utilities and customers, will be converted in
a  timely  manner,  or that a  failure  to  convert  by  another  company,  or a
conversion  that is  incompatible  with our  systems,  would not have a material
adverse effect on us.

         Costs
         Through  September 30, 1999, we have incurred and capitalized  costs of
approximately  $5.1 million  primarily related to the upgrade and replacement of
our  internal  systems.  We currently  expect that we will incur and  capitalize
future  incremental  costs of approximately  $0.3 million.  We are funding these
costs with a combination of cash from operations and borrowings under our senior
credit  facility.  We have  developed our cost  estimates with the assistance of
independent consultants.

         Contingency Plans
         We have not yet developed any contingency plans and, based on the state
of our year  2000  readiness,  do not  expect  that we will  have to do so.  If,
however, the testing of our internal systems that we expect to finish completely
by the end of  November  1999 or any  further  correspondence  with our  vendors
indicates that it is necessary, we will develop contingency plans to be in place
by December 31, 1999.



                           FORWARD LOOKING STATEMENTS

         This report includes forward-looking  statements.  All statements other
than  statements  of  historical  facts  included in this report may  constitute
forward-looking  statements.  We have based these forward-looking  statements on
our current  expectations  and  projections  about  future  events.  Although we
believe  that  our  assumptions  made in  connection  with  the  forward-looking
statements  are  reasonable,  we  cannot  assure  you that our  assumptions  and
expectations  will prove to have been  correct.  We undertake no  obligation  to
publicly update or revise any forward-looking statements, whether as a result of
new information,  future events or otherwise. Important factors that could cause
our actual results to differ from our  expectations  include the following:  our
ability to satisfy our obligations  under our substantial  indebtedness  and the
restrictions  which our  indebtedness  impose on our operations;  our ability to
compete with competitors, including competitors that are larger than us and have
greater  financial  resources than we do; our ability to finance the significant
level of capital expenditures that our operations will require; the availability
of raw materials and our ability to pass along to our customers any increases in
our prices for raw materials;  our ability to identify  suitable  businesses for
acquisition  and our ability to consummate such  acquisitions  and integrate the
operations of such businesses;  unfavorable  shifts in demand from higher margin
products  and services to lower margin  products and  services;  declines in the
level of  economic  activity  in the  industries  served by our  customers;  the
termination of a license under which we obtain important  intellectual property;
adverse  developments  arising out of the ongoing grand jury  investigation into
possible  price-fixing in the plastic drum industry  between 1991 and 1995; loss
of key personnel; employee slowdowns, strikes or similar actions; our compliance
with laws and regulations governing our business,  including federal,  state and
local  environmental,  transportation  and shipping  laws and  regulations;  our
exposure  to  litigation,   including  to  claims  for  product   liability  and
contamination  of the  environment;  and  our  ability  and the  ability  of our
suppliers and customers to achieve year 2000 compliance.





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk and Foreign Currency Exchange Rate Risk

General

         Our results of  operations  and  financial  condition  are  affected by
changes in  interest  rates and  foreign  currency  exchange  rates as  measured
against the U.S. dollar.  We manage this exposure through internal  policies and
procedures and the use of derivative financial  instruments.  In accordance with
our internal  policies,  we only use derivative  financial  instruments for risk
management and not for speculative or trading purposes.

Interest Rate Risk

         The  revolving  indebtedness  under our senior  credit  facility  bears
interest at a floating rate. Our primary  exposure to interest rate risk is as a
result of changes  in  interest  expense  related  to this  indebtedness  due to
changes in market  interest  rates.  We maintain  an interest  rate collar in an
aggregate notional  principal  amount of $45.0 million to limit our exposure to
interest  rate risk.  Under this collar,  if the actual  Eurodollar  rate at the
specified  measurement  date is greater than a ceiling rate stated in the collar
agreement,  the other  party to the  collar  pays us the  differential  interest
expense.  If the actual  Eurodollar  rate is lower than the floor  stated in the
collar agreement, we pay the other party to the collar the differential interest
expense.  The collar terminates on November 30, 2000. A 10% increase in interest
rates at September 30, 1999 would not have had a material  adverse affect on our
results of operations, financial condition or cash flows.

Foreign Currency Exchange Rate Risk

         We have operations in Canada and sales denominated in Canadian dollars.
Our  primary  exposure  to foreign  currency  exchange  rate risk is a result of
changes in the exchange rate between the U.S. dollar and the Canadian dollar. We
currently do not  maintain any  derivative  financial  instruments  to limit our
exposure to this risk. Our Canadian subsidiary,  Hunter Drums Limited, maintains
U.S. dollar denominated  foreign currency exchange contracts which were in place
prior to our  acquisition of Hunter Drums.  At September 30, 1999,  Hunter Drums
held $0.9 million of forward currency exchange contracts which have a settlement
rate of $1.41  Canadian  dollars to U.S.  dollars and  settlement  dates through
December 1999.  While these contracts  increase our exposure to foreign currency
exchange rate risk, due primarily to the relatively  short  maturities of these
contracts,  a 10% change in the exchange  rate on September 30, 1999 between the
U.S. dollar and the Canadian dollar would not have had a material adverse affect
on our results of operations, financial condition or cash flows.




PART II.          OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable

ITEM 2.  CHANGES IN SECURITIES

         Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

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

         All of the Company's incumbent directors were re-elected to one-year
terms at the annual meeting of stockholders on July 22, 1999.

ITEM 5.  OTHER INFORMATION

         Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)    Exhibits

         *3.1    Certificate of Incorporation of Russell-Stanley Holdings, Inc.

         *3.2    By-Laws of Russell-Stanley Holdings, Inc.

         *4.1    Indenture,  dated as of  February  10,  1999,  by and
                 among Russell-Stanley  Holdings,  Inc., the guarantors
                 named  therein  and  The  Bank  of New  York,  as the
                 Trustee

         *4.2    Form of 10 7/8% Senior Subordinated Notes due 2009 (included
                 as part of the Indenture filed as Exhibit 4.1 hereto.)

         *10.1  Fifth Amended and Restated Revolving Credit Agreement and Term
                Loan Agreement, dated as of February 10, 1999, among Russell-
                Stanley Holdings, Inc. and its subsidiaries, as borrowers, the
                lenders listed therein and BankBoston, N.A. as administrative
                agent, and Goldman Sachs Credit Partners, L.P., as syndication
                agent.

         *10.2  Stock Purchase Agreement dated as of July 21, 1998, among
                Vincent J. Buonanno, New England Container Co., Inc. and
                Russell-Stanley Holdings, Inc.

         *10.3  Stock Purchase Agreement dated as of July 1, 1997, among
                Mark E. Daniels, Robert E. Daniels, Mark E. Daniels Irrevocable
                Family Trust, R.E. Daniels Irrevocable Family Trust, Container
                Management Services, Inc. and Russell-Stanley Corp.

         *10.4  Share Purchase Agreement dated as of October 24, 1997, among
                Michael W. Hunter, John D. Hunter, Michael W. Hunter Holdings,
                Inc. John D. Hunter Holdings, Inc., Hunter Holdings, Inc
                373062 Ontario Limited, Hunter Drums Limited, Russell-Stanley
                Holdings, Inc. and HDL Acquisition, Inc.

         *10.5  Purchase and Sale Agreement dated as of October 23, 1997, among
                Smurfit Packaging Corporation, Russell-Stanley Holdings, Inc.
                and Russell-Stanley Corp.

         *10.6  Vestar Management Agreement dated as of July 23, 1997, among
                Russell-Stanley Holdings, Inc., Russell-Stanley Corp., Container
                Management Services, Inc. and Vestar Capital Partners.

         *10.7  Know How and Patent Licensing Agreement between Mauser-Werke
                GmbH and Russell-Stanley Corp., dated June 26, 1995.

         *10.8  Licensing Agreement between Mauser-Werke GmbH and Russell-
                Stanley Corp., dated June 26, 1995.

         *10.9  Know How and Patent Licensing Agreement between Mauser-Werke
                GmbH and Russell-Stanley Corp. dated June 26, 1995.

         *10.10 Know How and Patent  Licensing  Agreement  between
                Mauser-Werke GmbH and Hunter Drums Limited, dated July 31, 1996.

         *10.11 Know How and Patent Licensing  Agreement  between  Mauser-Werke
                GmbH and Hunter Drums Limited, dated July 31, 1996.

         *10.12 Consent  and  Agreement   between  Hunter  Drums  Limited  and
                Mauser-Werke GmbH, dated September 29, 1997.

         *10.13 1998 Stock Option Plan.

         *10.14 Russell-Stanley Holdings, Inc. Management Annual Incentive
                Compensation Plan 1998.

         *10.15 Employment Agreement, dated October 30, 1997, among Russell-
                Stanley Holdings, Inc., Hunter Drums Limited and Michael W.
                Hunter.

         *10.16 Stay Pay Agreement, dated October 30, 1997, among Russell-
                Stanley Holdings, Inc. and Michael W. Hunter.

         *10.17 Employment Agreement, dated as of July 23, 1997, between
                Russell-Stanley Holdings, Inc. and Mark E. Daniels.

         *10.18 Stay Pay Agreement, dated as of July 23, 1997, between Russell-
                Stanley Holdings, Inc. and Mark E. Daniels.

         *10.19 Employment Agreement, dated as of July 23, 1998, between
                Russell-Stanley Holdings, Inc. and Gerard C. DiSchino.

         *10.20 Employment Agreement, dated September 20, 1996, between
                Russell-Stanley Corp. and Robert Singleton.

         *10.21 Services Agreement, dated as of February 10, 1999, between
                Russell-Stanley Holdings, Inc. and Vincent J. Buonanno.

         *10.22 License  Agreement between Gallay SA and Hunter Drums Limited,
                dated February 7, 1997.

         *10.23 License Agreement  between Gallay SA and Hunter Drums Limited,
                dated April 16, 1987.

         27     Financial Data Schedule

* This Exhibit is incorporated by reference to the Exhibit of the same number
filed as part of the Company's. Registration Statement on Form S-4 (File No.
333-76057).

         (b) Reports on Form 8-K

         None






<PAGE>


                                   SIGNATURES

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

                                           RUSSELL-STANLEY HOLDINGS, INC.



Date: November 12,1999

                                           By:    /s/Ronald M. Litchkowski
                                              ---------------------------------
                                                  Ronald M. Litchkowski,
                                                  Chief Financial Officer