<PAGE>


                       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 June 30, 2000


                        Commission File Number: 333-76057

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

<TABLE>
<S>                                 <C>                                  <C>
          Delaware                             3412                      22-3525626
(State or other jurisdiction of     (Primary Standard Industrial        (IRS Employer
incorporation or organization)       Classification Code Number)        Identification Number)
</TABLE>

         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:

              There is no established market for our common stock.
  There were 2,200,764 shares of common stock outstanding as of June 30, 2000.




<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                                      21




PART II:    OTHER INFORMATION

ITEM 1:     LEGAL PROCEEDINGS                                      22

ITEM 2:     CHANGES IN SECURITIES                                  22

ITEM 3:     DEFAULTS UPON SENIOR SECURITIES                        22

ITEM 4:     SUBMISSION OF MATTERS TO A VOTE
            OF SECURITY HOLDERS                                    22

ITEM 5:     OTHER INFORMATION                                      22

ITEM 6:     EXHIBITS AND REPORTS ON FORM 8-K                       22

SIGNATURES                                                         25





                                       2
<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>
<CAPTION>

                                         Three Months Ended             Six Months Ended
                                      -----------------------       -----------------------
                                              June 30,                      June 30,
                                             (Unaudited)                  (Unaudited)
                                          2000          1999            2000          1999
                                      ---------      ---------      ---------      ---------
<S>                                   <C>            <C>            <C>            <C>
NET SALES                             $  70,255      $  73,185      $ 142,633      $ 144,123
COST OF SALES                            58,319         56,037        116,253        108,990
                                      ---------      ---------      ---------      ---------
   Gross Profit                          11,936         17,148         26,380         35,133

OPERATING EXPENSES
   Selling                                5,640          6,088         11,292         11,835
   General and administrative             5,796          6,548         12,289         12,493
   Amortization of intangibles              739            730          1,480          1,606
                                      ---------      ---------      ---------      ---------
   Total expenses                        12,175         13,366         25,061         25,934

INCOME (LOSS) FROM OPERATIONS              (239)         3,782          1,319          9,199

INTEREST EXPENSE                          5,675          5,382         11,280          9,978

OTHER  EXPENSE - net                         64             86            123            148
                                      ---------      ---------      ---------      ---------

LOSS BEFORE INCOME TAXES AND
   EXTRAORDINARY ITEM                    (5,978)        (1,686)       (10,084)          (927)

INCOME TAX (BENEFIT)                     (1,792)          (499)        (3,025)          (110)
                                      ---------      ---------      ---------      ---------

LOSS BEFORE EXTRAORDINARY ITEM           (4,186)        (1,187)        (7,059)          (817)

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

NET LOSS                                 (4,186)        (1,187)        (7,059)        (1,580)

OTHER COMPREHENSIVE INCOME (LOSS)          (294)           382           (243)           709
                                      ---------      ---------      ---------      ---------

COMPREHENSIVE LOSS                    $  (4,480)     $    (805)     $  (7,302)     $    (871)
                                      =========      =========      =========      =========
</TABLE>







                 See notes to consolidated financial statements.

                                       3
<PAGE>



                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                        June 30,      December 31,
                                                          2000            1999
                                                       -------------  ------------
                                                        (Unaudited)

ASSETS
CURRENT ASSETS
<S>                                                      <C>          <C>
     Cash                                                $  1,263     $    704
     Accounts receivable - net                             30,847       30,135
     Inventories                                           21,829       24,595
     Prepaid taxes and income taxes receivable - net        3,738        2,395
     Prepaid expenses and other current assets              2,148        1,009
     Deferred tax benefit - net                             1,241        1,247
                                                         --------     --------
          Total current assets                             61,066       60,085
                                                         --------     --------

PROPERTY, PLANT AND EQUIPMENT - net                        90,970       94,573
                                                         --------     --------

OTHER ASSETS:
     Goodwill and other intangibles - net                 104,521      106,297
     Deferred financing costs - net                         6,382        6,892
     Other noncurrent assets                                  175          156
                                                         --------     --------
          Total other assets                              111,078      113,345
                                                         --------     --------

TOTAL ASSETS                                             $263,114     $268,003
                                                         ========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable and accrued expenses               $ 37,717     $ 45,607
                                                         --------     --------
          Total current liabilities                        37,717       45,607

LONG-TERM DEBT                                            203,479      192,769

DEFERRED TAXES - net                                          700          481

OTHER NONCURRENT LIABILITIES                                1,869        2,508
                                                         --------     --------

          Total liabilities                               243,765      241,365
                                                         --------     --------

STOCKHOLDERS' EQUITY                                       19,349       26,638
                                                         --------     --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $263,114     $268,003
                                                         ========     ========
</TABLE>




               See notes to consolidated financial statements.

                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                      Six Months Ended
                                                                          June 30,
                                                                 ------------------------
                                                                    2000          1999
                                                                 ---------      ---------
                                                                       (Unaudited)
<S>                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                    $  (7,059)     $  (1,580)
     Adjustments to reconcile net loss to
        net cash provided by operating activities:
               Depreciation and amortization                        16,134         14,794
               Extraordinary item                                       --          1,271
Changes in operating assets and liabilities:
     Increase in accounts receivable                                  (712)        (4,269)
     Decrease (increase) in inventories                              2,766         (3,489)
     Increase in prepaid taxes and other
          current assets                                            (2,482)        (1,932)
     (Decrease) increase in accounts payable and
          accrued expenses                                          (7,890)           624
     Increase in deferred income taxes                                 225            603
     Increase (decrease) in other - net                                 50           (497)
                                                                 ---------      ---------
          Net cash provided by operating activities                  1,032          5,525
                                                                 ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                          (10,700)       (14,860)
                                                                 ---------      ---------
          Net cash used in investing activities                    (10,700)       (14,860)
                                                                 ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds (repayments) from long-term borrowings - net              --         44,058
     Proceeds (repayments) from revolving credit loans - net        10,655        (27,087)
     Cash paid for financing costs                                    (240)        (7,116)
     Other                                                              55           (117)
                                                                 ---------      ---------
          Net cash provided by financing activities                 10,470          9,738
                                                                 ---------      ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                               (243)           709
                                                                 ---------      ---------
NET CHANGE IN CASH                                                     559          1,112
CASH, BEGINNING OF PERIOD                                              704          1,630
                                                                 ---------      ---------
CASH, END OF PERIOD                                              $   1,263      $   2,742
                                                                 =========      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid (received) during the period for:
     Interest                                                    $  10,979      $   6,506
                                                                 =========      =========
     Income taxes                                                $  (1,952)     $   1,614
                                                                 =========      =========

     Non-Cash Financing Activity:
     Term Loans Exchanged for Senior Subordinated Notes          $      --      $ 150,000
                                                                 =========      =========
</TABLE>




                 See notes to consolidated financial statements.

                                       5
<PAGE>


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


NOTE 1 - BASIS OF PRESENTATION

      The consolidated financial statements and related notes thereto as of June
30, 2000 and for the three and six month periods ended June 30, 2000 and 1999
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 June 30, 2000 and December 31, 1999, the consolidated
statements of operations and comprehensive income (loss) for the three month and
six month periods ended June 30, 2000 and 1999 and the statements of cash flows
for the six month periods ended June 30, 2000 and 1999. 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 the accompanying notes. Actual
amounts could differ from those estimates.

      The financial statements should be read in conjunction with the financial
statements and notes thereto included in Russell-Stanley Holdings, Inc.'s (the
"Company's") Annual Report on Form 10-K, File No. 333-76057.


NOTE 2 - ACCOUNTING PRONOUNCEMENT

      In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which will be effective for the Company for fiscal
years beginning January 1, 2001. The Company does not anticipate that the
adoption of this statement will have a material effect on the Company's
financial statements.

      In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
The Company is required to adopt SAB 101 in the fourth quarter of fiscal 2000.
The Company anticipates that the adoption of SAB 101 will have an insignificant
impact on the Company's financial statements.


NOTE 3 - INVENTORIES

Inventories consist of the following:

                                              June 30,       December 31,
                                               2000              1999
                                            -----------      ------------
                                            (Unaudited)
                                                   (In Thousands)

Raw materials                                 $ 12,585         $ 14,381
Work-in-process                                  2,596            2,406
Finished goods                                   6,648            7,808
                                              --------         --------
    Total                                     $ 21,829         $ 24,595
                                              ========         ========



                                       6
<PAGE>


NOTE 4 - LONG-TERM DEBT

Long-term debt consists of the following:

                                              June 30,       December 31,
                                               2000              1999
                                            -----------      ------------
                                            (Unaudited)
                                                   (In Thousands)

Senior subordinated notes                     $149,024         $148,966
Revolving credit loans and term loan            54,455           43,803
                                              --------         --------
Long-term debt                                $203,479         $192,769
                                              ========         ========


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

<TABLE>
<CAPTION>

                      Domestic            Eurodollar          June 30,      June 30,      December 31,     December 31,
                   Interest Rate         Interest Rate          2000          2000           1999             1999
                 ------------------------------------------------------------------------------------------------------
                                                            (Unaudited)    (Unaudited)

<S>               <C>                 <C>                   <C>             <C>           <C>              <C>
Revolving        Prime plus margin    LIBOR plus margin
credit loan      not less than 1.25%  not less than 2.75%   9.03-10.75%      $ 21,088      8.31-9.75%       $ 10,141

Revolving        Canadian prime
credit loan-     plus margin not
Foreign          less than 1.25%      --                          9.25          8,367           8.25           8,662

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

Senior
Subordinated
Notes            Fixed rate           --                         10.88        149,024          10.88         148,966
                                                                            ---------                      ---------
Total                                                                       $ 203,479                      $ 192,769
                                                                            =========                      =========



The Company was in compliance with all of the financial covenants of the Agreement as amended, as of June 30, 2000.
</TABLE>



   MATURITIES OF LONG-TERM DEBT--As of June 30, 2000, maturities of long-term
debt are as follows:

                                    (In Thousands)

2004                                    $ 29,455
2005 and thereafter                      174,024
                                        --------
      Total                             $203,479
                                        ========


                                       7
<PAGE>


NOTE 5 - STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                            June 30,      December 31,
                                                              2000            1999
                                                            --------      ------------
                                                          (Unaudited)
                                                                (In Thousands)
<S>                                                         <C>           <C>
Common Stock, $.01 par value,
at June 30, 2000 and December 31, 1999
3,000,000 shares were authorized; 2,201,000
shares were issued and outstanding                          $     23      $     23

Accumulated paid in capital                                   70,179        70,179

Accumulated deficit                                          (44,537)      (37,478)

Accumulated other comprehensive loss                          (1,283)       (1,040)

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

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

TOTAL STOCKHOLDERS' EQUITY                                  $ 19,349      $ 26,638
                                                            ========      ========
</TABLE>


NOTE 6 - 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. NEC and the
current owners of the property have been formally identified by the EPA as
potentially responsible parties, with the site added to the National Priority
Superfund Site list in February 2000. Although 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. This 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.




                                       8
<PAGE>


NOTE 7 - 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 are not guaranteed by
the remaining subsidiary, 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 on the next page 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 on the next page.

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






                                       9
<PAGE>


                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30, 2000
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

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

<S>                               <C>           <C>           <C>          <C>           <C>
NET SALES                         $     --      $ 61,114      $  9,410     $   (269)     $ 70,255

COST OF SALES                           --        51,493         7,095         (269)       58,319
                                  --------      --------      --------     --------      --------

GROSS PROFIT                            --         9,621         2,315           --        11,936

TOTAL EXPENSES                          --        10,669         1,506           --        12,175
                                  --------      --------      --------     --------      --------

INCOME (LOSS) FROM OPERATIONS           --        (1,048)          809           --          (239)

EQUITY LOSS                         (3,807)           --            --        3,807            --

INTEREST EXPENSE                       528         4,761           386           --         5,675

OTHER EXPENSE - net                     --            64            --           --            64
                                  --------      --------      --------     --------      --------

INCOME (LOSS) BEFORE
  INCOME TAXES                      (4,335)       (5,873)          423        3,807        (5,978)
PROVISION (BENEFIT) FOR
  INCOME TAXES                        (149)       (1,863)          220           --        (1,792)
                                  --------      --------      --------     --------      --------

NET INCOME (LOSS)                 $ (4,186)     $ (4,010)     $    203     $  3,807      $ (4,186)
                                  ========      ========      ========     ========      ========
</TABLE>




                                       10
<PAGE>


                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30, 1999
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

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

<S>                                <C>           <C>           <C>           <C>          <C>
NET SALES                          $     --      $ 63,620      $  9,565      $     --     $ 73,185

COST OF SALES                            --        49,304         6,733            --       56,037
                                   --------      --------      --------      --------     --------

GROSS PROFIT                             --        14,316         2,832            --       17,148

TOTAL EXPENSES                           --        11,657         1,709            --       13,366
                                   --------      --------      --------      --------     --------

INCOME FROM OPERATIONS                   --         2,659         1,123            --        3,782

EQUITY LOSS                            (922)           --            --           922           --

INTEREST EXPENSE                        544         4,494           344            --        5,382

OTHER (INCOME) EXPENSE - net             --           155           (69)           --           86
                                   --------      --------      --------      --------     --------

INCOME (LOSS) BEFORE INCOME
  TAXES                              (1,466)       (1,990)          848           922       (1,686)

PROVISION (BENEFIT) FOR INCOME
  TAXES                                (279)         (594)          374            --         (499)
                                   --------      --------      --------      --------     --------

NET INCOME (LOSS)                  $ (1,187)     $ (1,396)     $    474      $    922     $ (1,187)
                                   ========      ========      ========      ========     ========
</TABLE>






                                       11
<PAGE>

                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

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

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

NET SALES                          $      --      $ 124,675      $  18,543     $    (585)     $ 142,633

COST OF SALES                             --        102,652         14,186          (585)       116,253
                                   ---------      ---------      ---------     ---------      ---------

GROSS PROFIT                              --         22,023          4,357            --         26,380

TOTAL EXPENSES                            --         22,133          2,928            --         25,061
                                   ---------      ---------      ---------     ---------      ---------

INCOME (LOSS) FROM OPERATIONS             --           (110)         1,429            --          1,319

EQUITY LOSS                           (6,313)            --             --         6,313             --

INTEREST EXPENSE                       1,064          9,492            724            --         11,280

OTHER EXPENSE - net                       --            123             --            --            123
                                   ---------      ---------      ---------     ---------      ---------

INCOME (LOSS) BEFORE INCOME
  TAXES                               (7,377)        (9,725)           705         6,313        (10,084)

PROVISION (BENEFIT) FOR INCOME
  TAXES                                 (318)        (3,075)           368            --         (3,025)
                                   ---------      ---------      ---------     ---------      ---------

NET INCOME (LOSS)                  $  (7,059)     $  (6,650)     $     337     $   6,313      $  (7,059)
                                   =========      =========      =========     =========      =========
</TABLE>




                                       12
<PAGE>

                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

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

<S>                                <C>           <C>            <C>           <C>            <C>
NET SALES                          $      --      $ 125,719      $  18,404      $      --     $ 144,123

COST OF SALES                             --         95,714         13,276             --       108,990
                                   ---------      ---------      ---------      ---------     ---------

GROSS PROFIT                              --         30,005          5,128             --        35,133

TOTAL EXPENSES                            --         22,923          3,011             --        25,934
                                   ---------      ---------      ---------      ---------     ---------

INCOME FROM OPERATIONS                    --          7,082          2,117             --         9,199

EQUITY LOSS                             (167)            --             --            167            --

INTEREST EXPENSE                       1,034          8,284            660             --         9,978

OTHER (INCOME) EXPENSE - net              --            260           (112)            --           148
                                   ---------      ---------      ---------      ---------     ---------

INCOME (LOSS) BEFORE INCOME
  TAXES                               (1,201)        (1,462)         1,569            167          (927)

PROVISION (BENEFIT) FOR INCOME
  TAXES                                 (384)          (429)           703             --          (110)
                                   ---------      ---------      ---------      ---------     ---------

INCOME (LOSS) BEFORE
  EXTRAORDINARY ITEM                    (817)        (1,033)           866            167          (817)

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

NET INCOME (LOSS)                  $  (1,580)     $  (1,033)     $     866      $     167     $  (1,580)
                                   =========      =========      =========      =========     =========
</TABLE>






                                       13
<PAGE>

                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                                  JUNE 30, 2000
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

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

<S>                                      <C>            <C>           <C>           <C>            <C>
ASSETS
CURRENT ASSETS:
  Cash                                   $      --      $   1,263      $      --     $      --      $   1,263
  Accounts receivable - net                     --         26,613          4,234            --         30,847
  Inventories                                   --         19,231          2,598            --         21,829
  Prepaid and other current assets - net        --           (229)           366         6,990          7,127
                                         ---------      ---------      ---------     ---------      ---------
    Total current assets                        --         46,878          7,198         6,990         61,066
                                         ---------      ---------      ---------     ---------      ---------

PROPERTY, PLANT AND EQUIPMENT - net             --         84,872          6,098            --         90,970
                                         ---------      ---------      ---------     ---------      ---------

OTHER ASSETS:
  Goodwill and other intangibles - net          --         87,125         17,396            --        104,521
  Deferred financing costs - net                --          6,382             --            --          6,382
  Other noncurrent assets                       --            175             --            --            175
  Intercompany advances                     18,258         31,863            133       (50,254)            --
  Investment in subsidiaries                25,989             --             --       (25,989)            --
                                         ---------      ---------      ---------     ---------      ---------
TOTAL ASSETS                             $  44,247      $ 257,295      $  30,825     $ (69,253)     $ 263,114
                                         =========      =========      =========     =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses  $   3,347      $  23,239      $   4,254     $   6,877      $  37,717
                                         ---------      ---------      ---------     ---------      ---------
     Total current liabilities               3,347         23,239          4,254         6,877         37,717
                                         ---------      ---------      ---------     ---------      ---------
LONG-TERM DEBT                              19,997        175,115          8,367            --        203,479
DEFERRED TAXES - net                        (7,065)         6,662          1,103            --            700
OTHER NONCURRENT LIABILITIES                    --          1,104            765            --          1,869
                                         ---------      ---------      ---------     ---------      ---------
          Total liabilities                 16,279        206,120         14,489         6,877        243,765
INTERCOMPANY ADVANCES                           --         42,297          7,225       (49,522)            --
TOTAL STOCKHOLDERS' EQUITY                  27,968          8,878          9,111       (26,608)        19,349
                                         ---------      ---------      ---------     ---------      ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                 $  44,247      $ 257,295      $  30,825     $ (69,253)     $ 263,114
                                         =========      =========      =========     =========      =========
</TABLE>


                                       14
<PAGE>


                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 1999
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

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

<S>                                            <C>           <C>           <C>             <C>           <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                    $      --      $    704     $     --        $     --      $    704
  Accounts receivable - net                           --        25,594        4,541              --        30,135
  Inventories                                         --        20,497        4,098              --        24,595
  Prepaid and other current assets - net              --           884          292           3,475         4,651
                                                --------      --------     --------        --------      --------
     Total current assets                             --        47,679        8,931           3,475        60,085
                                                --------      --------     --------        --------      --------
PROPERTY, PLANT AND EQUIPMENT - net                   --        88,301        6,272              --        94,573
                                                --------      --------     --------        --------      --------
OTHER ASSETS:
  Goodwill and other intangibles - net                --        88,328       17,969              --       106,297
  Deferred financing costs - net                      --         6,892           --              --         6,892
  Other noncurrent assets                             --           156           --              --           156
  Intercompany advances                           18,655        27,150          131         (45,936)           --
  Investment in subsidiaries                      31,544            --           --         (31,544)           --
                                                --------      --------     --------        --------      --------
TOTAL ASSETS                                    $ 50,199      $258,506     $ 33,303        $(74,005)     $268,003
                                                ========      ========     ========        ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses         $ (3,395)     $ 34,429     $  6,277        $  8,296      $ 45,607
                                                --------      --------     --------        --------      --------
     Total current liabilities                    (3,395)       34,429        6,277           8,296        45,607
                                                --------      --------     --------        --------      --------
LONG-TERM DEBT                                    19,997       164,110        8,662              --       192,769
DEFERRED TAXES - net                                (749)        4,678        1,123          (4,571)          481
OTHER NONCURRENT LIABILITIES                          --         2,030        1,020            (542)        2,508
                                                --------      --------     --------        --------      --------
     Total liabilities                            15,853       205,247       17,082           3,183       241,365
INTERCOMPANY ADVANCES                                 --        38,655        7,281         (45,936)           --
TOTAL STOCKHOLDERS' EQUITY                        34,346        14,604        8,940         (31,252)       26,638
                                                --------      --------     --------        --------      --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $ 50,199      $258,506     $ 33,303        $(74,005)     $268,003
                                                ========      ========     ========        ========      ========
</TABLE>



                                       15
<PAGE>


                 RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

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

<S>                                             <C>           <C>           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                             $ (7,059)     $ (6,650)     $    337      $  6,313      $ (7,059)
  Adjustments to reconcile net income
  (loss) to net cash provided by (used in)
  operating activities:
     Equity loss                                   6,313            --            --        (6,313)           --
     Depreciation and amortization                   475        14,789           870            --        16,134
     Changes in operating assets and
       liabilities                                   130        (8,008)         (165)           --        (8,043)
                                                --------      --------      --------      --------      --------
     Net cash provided by (used in) operating
       activities                                   (141)          131         1,042            --         1,032
                                                --------      --------      --------      --------      --------

CASH FLOWS USED IN INVESTING ACTIVITIES               --       (10,120)         (580)           --       (10,700)
                                                --------      --------      --------      --------      --------

CASH FLOWS PROVIDED BY (USED IN) FINANCING
  ACTIVITIES                                          --        10,547           (77)           --        10,470
                                                --------      --------      --------      --------      --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH               --            --          (243)           --          (243)
                                                --------      --------      --------      --------      --------

NET CHANGE IN CASH                                  (141)          558           142            --           559

CASH, BEGINNING OF PERIOD                             --         1,022          (318)           --           704
                                                --------      --------      --------      --------      --------

CASH, END OF PERIOD                             $   (141)     $  1,580      $   (176)     $     --      $  1,263
                                                ========      ========      ========      ========      ========
</TABLE>





                                       16
<PAGE>


               RUSSELL-STANLEY HOLDINGS, INC. AND SUBSIDIARIES
         SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

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

<S>                                               <C>           <C>           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                               $ (1,580)     $ (1,033)     $    866      $    167      $ (1,580)
  Adjustments to reconcile net income
   (loss) to net cash provided by (used in)
  operating activities:
     Equity loss                                       167            --            --          (167)           --
     Depreciation and amortization                      23        14,090           681            --        14,794
     Extraordinary item                              1,271            --            --            --         1,271
     Changes in operating assets and
           liabilities                                (892)       (5,819)       (2,249)           --        (8,960)
                                                  --------      --------      --------      --------      --------
        Net cash provided by (used in)
           operating activities                     (1,011)        7,238          (702)           --         5,525
                                                  --------      --------      --------      --------      --------

CASH FLOWS USED IN INVESTING ACTIVITIES                 --       (14,384)         (476)           --       (14,860)
                                                  --------      --------      --------      --------      --------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES          1,011         8,642            85            --         9,738
                                                  --------      --------      --------      --------      --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                 --            --           709            --           709
                                                  --------      --------      --------      --------      --------

NET CHANGE IN CASH                                      --         1,496          (384)           --         1,112

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

CASH, END OF PERIOD                               $     --      $  2,742      $     --      $     --      $  2,742
                                                  ========      ========      ========      ========      ========
</TABLE>




                                       17
<PAGE>


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

THREE MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO THREE MONTH PERIOD ENDED
JUNE 30, 1999

NET SALES

      Net sales decreased 4.0% to $70.3 million in 2000 from $73.2 million in
1999. Our container manufacturing division's net sales decreased 1.9% to $55.1
million in 2000 from $56.2 million in 1999 due primarily to lower unit volumes
which were partially offset by higher average selling prices. Net sales in our
services division decreased 10.9% to $15.1 million in 2000 from $17.0 million in
1999 due to lower trip lease volumes in plastic services which were partially
offset by higher steel reconditioning revenues.

GROSS PROFIT

      Gross profit decreased $5.2 million to $11.9 million in 2000 from $17.1
million in 1999 due to significantly higher raw material prices for resin and
cold-rolled steel. As a result, gross profit as a percentage of net sales
decreased to 17.0% in 2000 from 23.4% in 1999.

OPERATING EXPENSES

      Operating expenses decreased 8.9% in 2000 to $12.2 million from $13.4
million in 1999. The decrease is primarily due to cost savings initiatives
implemented to offset higher raw material prices and the lack of a legal
settlement provision which was recorded in 1999. As a percentage of sales,
operating expenses were 17.3% in 2000 compared to 18.3% in 1999.

INCOME (LOSS) FROM OPERATIONS

      Income from operations decreased to a break-even level in 2000 from $3.8
million in 1999 as a result of the factors described above.

OTHER EXPENSE, NET

      Other expense, net, remained flat at $0.1 million in both periods.

INTEREST EXPENSE

      Interest expense was $5.7 million in 2000 compared with $5.4 million in
1999. The increase in interest expense is the result of increased debt levels
and a higher weighted average interest rate.

INCOME (LOSS) BEFORE INCOME TAXES

      In 2000, the loss before income taxes was $6.0 million versus $1.7 million
in 1999 as a result of the factors described above.

INCOME TAX (BENEFIT)

      The effective tax rate on the loss was 30.0% in 2000 and 29.6% in 1999,
both lower than the statutory federal income tax rate due to the non-deductible
portion of goodwill associated with our acquisitions and a higher foreign income
tax rate.



                                       18
<PAGE>

NET LOSS

      In 2000, the net loss was $4.2 million versus $1.2 million in 1999 as a
result of the factors described above.


SIX MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO SIX MONTH PERIOD ENDED
JUNE 30, 1999

NET SALES

      Net sales decreased slightly to $142.6 million in 2000 from $144.1 million
in 1999. Our container manufacturing division's net sales remained flat at
$112.2 million due primarily to higher average selling prices which offset the
effect of lower unit volumes. Net sales in our services division decreased 4.6%
to $30.5 million in 2000 from $31.9 million in 1999 due to lower trip leasing
volumes and depressed average selling prices in plastic services which were
partially offset by higher steel reconditioning volumes.

GROSS PROFIT

      Gross profit decreased $8.8 million to $26.4 million in 2000 from $35.1
million in 1999 due to significantly higher raw material prices in our
container manufacturing division. As a result, gross profit as a percentage
of net sales decreased to 18.5% in 2000 from 24.4% in 1999.

OPERATING EXPENSES

      Operating expenses decreased 3.4% in 2000 to $25.1 million from $25.9
million in 1999. The decrease was primarily due to the implementation of cost
savings initiatives to offset higher raw material prices. As a percentage of
sales, operating expenses were 17.6% in 2000 compared to 18.0% in 1999.

INCOME FROM OPERATIONS

      Income from operations decreased by $7.9 million to $1.3 million in 2000
from $9.2 million in 1999 as a result of the factors described above.

OTHER EXPENSE, NET

      Other expense, net, remained flat at $0.1 million in both periods.

INTEREST EXPENSE

      Interest expense was $11.3 million in 2000 compared with $10.0 million in
1999. The increase in interest expense is the result of increased debt levels
and a higher weighted average interest rate.


INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM

      In 2000, the loss before income taxes and extraordinary item was $10.1
million versus $0.9 million in 1999 as a result of the factors described above.



                                       19
<PAGE>

INCOME TAX (BENEFIT)

      The effective tax rate on the loss was 30.0% in 2000 and 11.9% in 1999,
both lower than the statutory federal income tax rate due to the non-deductible
portion of goodwill associated with our acquisitions and a higher foreign income
tax rate.

EXTRAORDINARY ITEM

      As a result of the February 1999 refinancing of our revolving credit
loans, term loan and the senior subordinated notes, we incurred an extraordinary
charge of $0.8 million, which is net of tax benefits of $0.5 million, relating
to the write-off of unamortized deferred financing costs.
No such item occurred in 2000.

NET LOSS

      In 2000, the net loss was $7.1 million versus $1.6 million in 1999, as a
result of the factors described above.


LIQUIDITY AND CAPITAL RESOURCES

      Our principal uses of cash are for capital expenditures, interest expense
and working capital. We utilize funds generated from operations and borrowings
to meet these requirements. For the six months ended June 30, 2000, net cash
provided by operating activities was $1.0 million compared to $5.5 million for
the six months ended June 30, 1999. This change is due to lower earnings during
the first six months of 2000.

      For the six months ended June 30, 2000 and 1999, we made capital
expenditures of $10.7 million and $14.9 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 June 30, 2000, we had net working capital of $23.3 million, including $1.3
million of cash, $30.8 million of accounts receivable, $21.8 million of
inventories, $7.1 million of other current assets and $37.7 million of accounts
payable and accrued expenses.

      For the six months ended June 30, 2000, we had net borrowings on the
revolving line of credit of $10.7 million due to working capital and capital
expenditure requirements. For the six months ended June 30, 1999, we repaid
$17.0 million due principally to the February 10, 1999 refinancing of our
revolving credit loans by amending our senior credit facility to provide for a
$75.0 million revolving credit line. The available revolving credit line is
approximately $45.0 million as of June 30, 2000.

      Based upon the current level of operations and revenue growth, our
management believes that cash flow from operations and available cash, together
with available borrowings under our senior credit facility, will be adequate to
meet future liquidity needs for the foreseeable future.


EFFECT OF INFLATION

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



                                       20
<PAGE>

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. A description of some factors that
could cause actual results to differ materially from expectations expressed in
the company's forward-looking statements set forth in the Company's Annual
Report on Form 10-K (File No. 333-76057) filed with the Securities and Exchange
Commission under the caption "Forward Looking Statements" is incorporated herein
by reference.

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 when considered appropriate. 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 $22.5 million to limit our exposure to interest
rate risk. Under this collar, if the actual LIBOR 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 LIBOR 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 or decrease in interest rates at
June 30, 2000 would have increased or decreased interest expense by
approximately $0.5 million.

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.




                                       21
<PAGE>

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

               Not Applicable

ITEM 5.     OTHER INFORMATION

               Not Applicable

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

               (a)   Exhibits

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

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

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

   *3.3           Amended and Restated Certificate of Incorporation of
                  Russell-Stanley Corp.

   *3.4           By-Laws of Russell-Stanley Corp.

   *3.5           Articles of Incorporation of Container Management Services,
                  Inc.

   *3.6           By-Laws of Container Management Services, Inc.

   *3.7           Restated Articles of Incorporation of New England Container
                  Co., Inc.

   *3.8           Amended and Restated By-Laws of New England Container Co.,
                  Inc.

   *3.9           Articles of Incorporation of Russell-Stanley, Inc.

   *3.10          By-Laws of Russell-Stanley, Inc.

   *3.11          Certificate of Incorporation of RSLPCO, Inc.

   *3.12          By-Laws of RSLPCO, Inc.

   *3.13          Certificate of Limited Partnership of Russell-Stanley, L.P.



                                       22
<PAGE>

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

   *3.14          Agreement of Limited Partnership of Russell-Stanley, L.P.

   *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 thereto)

  *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



                                       23
<PAGE>

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

  *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., Hunter Drums Limited 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

  *10.21          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

  *21             Subsidiaries of the Company

   27             Financial Data Schedule

* This Exhibit is incorporated by reference to the Exhibit of the same number
filed as part of the Company's Annual Report on Form 10-K (File No.
333-76057).

+ The Registrant was afforded confidential treatment of portions of this exhibit
by the Securities and Exchange Commission. Accordingly, portions thereof have
been omitted and filed separately with the Securities and Exchange Commission.

      (b) Reports on Form 8-K

      None





                                       24
<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:   August 14, 2000                     By:  /s/ RONALD M. LITCHKOWSKI
                                                 -------------------------
                                                  Ronald M. Litchkowski,
                                                  Chief Financial Officer




                                       25