<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended   March 31, 1999

                                       OR

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

For the transition period from                        to
                               ----------------------    ----------------------

                         Commission file number 0-25821

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

                           STATIA TERMINALS GROUP N.V.
             (Exact name of registrant as specified in its charter)

        Netherlands Antilles                                  52-2003016
  (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                        Identification No.)

                               Tumbledown Dick Bay
                       St. Eustatius, Netherlands Antilles
                                (011) 5993-82300

     (Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes       No  X *

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. As of May 13, 1999,
7,600,000 common shares of the issuer were outstanding.

_____________________
*   The Registrant has not been subject to the filing requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934 for the past 90 days. The
Registrant filed a Form 8A and became subject to such requirements on April 22,
1999.


<PAGE>

                           Statia Terminals Group N.V.

                          Quarterly Report on Form 10-Q
                                 March 31, 1999

                                Table of Contents

                                                                        Page No.
                                                                        --------

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
                  Consolidated Condensed Balance Sheets                      1
                  Consolidated Condensed Statements of Income (Loss)         2
                  Consolidated Condensed Statements of Cash Flows            3
                  Notes to Consolidated Condensed Financial Statements       4
Item 2.  Management's Discussion and Analysis of Financial Condition and    
           Results of Operations                                             7
Item 3.  Quantitative and Qualitative Disclosures About Market Risk         14
                                                                            
                           PART II. OTHER INFORMATION                       
                                                                            
Item 1.  Legal Proceedings                                                  15
Item 2.  Changes in Securities                                              15
Item 3.  Defaults Upon Senior Securities                                    15
Item 4.  Submission of Matters to a Vote of Security Holders                15
Item 5.  Other Information                                                  16
Item 6.  Exhibits and Reports on Form 8-K                                   16
                                                                          

     This Quarterly Report on Form 10-Q (this "Report") contains forward-looking
statements within the meaning of 27A of the Securities Act of 1933. Discussions
containing such forward-looking statements may be found in Items 1, 2 and 3 of
Part I hereof, as well as within this Report generally. In addition, when used
in this Report, the words "may", "will", "believe," "anticipate," "expect",
"estimate" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to a number of risks and uncertainties.
Actual results in the future could differ materially from those described in the
forward-looking statements as a result of fluctuations in the supply of and
demand for crude oil and other petroleum products, changes in the petroleum
terminaling industry, added costs due to changes in government regulations
affecting the petroleum industry, the loss of a major customer, the financial
condition of the Company's customers, interruption of our operations caused by
adverse weather conditions, the condition of the United States economy, risks
associated with our efforts to comply with the Y2K requirement, and other
factors included in this Report and the Company's Registration Statement on Form
S-1 (File No. 333-72317). The Company does not undertake any obligation to
publicly release the results of any revisions to these forward-looking
statements that may be made to reflect any future events or circumstances.


<PAGE>

                        PART I - FINANCIAL INFORMATION

                         Item 1. Financial Statements

                 STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEETS

                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                December 31,     March 31,
                                                                   1998            1999
                                                                -----------     ----------
                                                                                (Unaudited)
<S>                                                             <C>             <C>    
                                     ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                    $  14,061       $  20,474
   Accounts receivable-
      Trade, net                                                    7,562           8,897
      Other                                                         2,328           1,611
   Inventory, net                                                   4,528           1,449
   Prepaid expenses                                                 1,417           1,645
                                                                ---------       ---------

           Total current assets                                    29,896          34,076

PROPERTY AND EQUIPMENT, net                                       209,970         209,202

OTHER NONCURRENT ASSETS, net                                        5,744           6,324
                                                                ---------       ---------

           Total assets                                         $ 245,610       $ 249,602
                                                                =========       =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                             $   9,306       $   8,956
   Accrued interest payable                                         2,027           5,984
   Dividends payable                                                7,440           9,161
   Other accrued expenses                                           8,506           8,708
                                                                ---------       ---------

           Total current liabilities                               27,279          32,809

LONG-TERM DEBT                                                    135,000         135,000
                                                                ---------       ---------

           Total liabilities                                      162,279         167,809

REDEEMABLE PREFERRED STOCK - SERIES A, B and C                     40,000          40,000

STOCKHOLDERS' EQUITY:
   Preferred stock - Series D and E                                54,824          54,824
   Notes receivable from stockholders                              (1,474)         (1,474)
   Common stock                                                         4               4
    Additional paid-in-capital                                        363             480
    Accumulated deficit                                           (10,386)        (12,041)
                                                                ---------       ---------
           Total stockholders' equity                              43,331          41,793
                                                                ---------       ---------

           Total liabilities and stockholders' equity           $ 245,610       $ 249,602
                                                                =========       =========
</TABLE>


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


                                     Page 1
<PAGE>

                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS)
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                            For the Three Months Ended
                                                                     March 31,
                                                            -------------------------
                                                                1998          1999
                                                            ----------     ----------
<S>                                                          <C>            <C>     
REVENUES                                                     $ 30,364       $ 37,415

COSTS OF SERVICES AND PRODUCTS SOLD                            25,120         28,600
                                                             --------       --------

                  Gross profit                                  5,244          8,815

ADMINISTRATIVE EXPENSES                                         2,245          2,535

SPECIAL COMPENSATION EXPENSE                                       --          1,947
                                                             --------       --------

                  Operating income                              2,999          4,333

INTEREST EXPENSE                                                4,227          4,202

INTEREST INCOME                                                   125            189
                                                             --------       --------

        Income (loss) before provision for income taxes
             and preferred stock dividends                     (1,103)           320

   PROVISION FOR INCOME TAXES                                     205            254
                                                             --------       --------

        Income (loss) before preferred stock dividends         (1,308)            66

   PREFERRED STOCK DIVIDENDS                                      925          1,721
                                                             --------       --------

        Net loss available to common stockholders            $ (2,233)      $ (1,655)
                                                             ========       ========
</TABLE>


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

                                     Page 2
<PAGE>

                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                   For the Three Months Ended
                                                                                           March 31,
                                                                                    -----------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                  1998          1999
                                                                                    ---------      --------

<S>                                                                                 <C>            <C>     
   Income (loss) before preferred stock dividends                                   $ (1,308)      $     66
   Adjustments to reconcile net income (loss) before preferred stock dividends
           to net cash provided by operating activities:
          Depreciation, amortization and non-cash charges                              2,906          3,106
         (Increase) decrease in accounts receivable-trade                              3,118         (1,335)
         (Increase) decrease in other receivables                                       (496)           717
         (Increase) decrease in inventory                                               (615)         3,079
          Increase in prepaid expenses                                                (1,451)          (228)
         (Increase) decrease in other non-current assets                                   1            (44)
          Increase (decrease) in accounts payable                                        132           (408)
          Increase in accrued expenses                                                 4,340          4,019
                                                                                    --------       --------

           Net cash provided by operating activities                                   6,627          8,972
                                                                                    --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                                (2,449)        (2,008)
   Proceeds from sale of property and equipment                                         --               15
                                                                                    --------       --------

           Net cash used in investing activities                                      (2,449)        (1,993)
                                                                                    --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of direct costs of initial public offering of equity                        --             (566)
                                                                                    --------       --------

           Net cash used in financing activities                                        --             (566)
                                                                                    --------       --------

INCREASE IN CASH AND CASH EQUIVALENTS                                                  4,178          6,413

CASH AND CASH EQUIVALENTS, beginning of period                                         6,113         14,061
                                                                                    --------       --------

CASH AND CASH EQUIVALENTS, end of period                                            $ 10,291       $ 20,474
                                                                                    ========       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   Cash paid for income taxes                                                       $    104       $    188
                                                                                    ========       ========
   Cash paid for interest                                                           $     42       $     18
                                                                                    ========       ========
</TABLE>

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

                                    Page 3
<PAGE>

                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 1999

                   (Dollars in thousands except share amounts)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The unaudited consolidated condensed financial statements of Statia
Terminals Group N.V. ("Group") and its subsidiaries (together with Group, the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. Significant accounting policies followed by
the Company were disclosed in the Notes to the Consolidated Financial Statements
for the year ended December 31, 1998 included in the Company's Registration
Statement on Form S-1 (File No. 333-72317) related to its initial public
offering of equity (the "Registration Statement"). In the opinion of the
Company's management, the accompanying consolidated condensed financial
statements contain adjustments, consisting of normal recurring accruals,
necessary to present fairly the financial position of the Company at March 31,
1999 and the results of operations and cash flows for the three months ended
March 31, 1998 and 1999. Operating results for the three months ended March 31,
1999 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1999. Additionally, the Company's initial public
offering of equity will impact the Company's results of operations and financial
condition. These financial statements should be read in conjunction with the
Registration Statement.

2.  SEGMENT INFORMATION

     The Company is organized around several different segments, the two most
significant of which are products and services, and geographic location. The
Company's primary products and services are bunker and bulk product sales, and
terminaling services (consisting of storage, throughput, dock charges, emergency
response fees and other terminal charges).

     The primary measures of profit and loss utilized by the Company's
management to make decisions about resources to be allocated to each segment are
earnings before interest expense, interest income, income taxes, depreciation,
amortization and certain unallocated income and expenses ("Internal EBITDA") and
earnings before interest expense, interest income, income taxes and certain
unallocated income and expenses ("Internal EBIT").


                                     Page 4
<PAGE>


                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 1999

                             (Dollars in thousands)


2.  SEGMENT INFORMATION--(CONTINUED)

     The following information is provided for the Company's bunker and bulk
products sales and terminaling services segments:

                                          For the Three Months Ended
                                                   March 31,
                                            --------------------
                                              1998        1999
                                            -------      -------

REVENUES:
   Terminaling services                     $14,182      $16,628
   Bunker and bulk product sales             16,182       20,787
                                            -------      -------
           Total                            $30,364      $37,415
                                            =======      =======

INTERNAL EBITDA:
   Terminaling services                     $ 5,283      $ 8,105
   Bunker and bulk product sales                913        1,274
                                            -------      -------
           Total                            $ 6,196      $ 9,379
                                            =======      =======

DEPRECIATION AND AMORTIZATION EXPENSE:
   Terminaling services                     $ 2,781      $ 2,823
   Bunker and bulk product sales                125          133
                                            -------      -------
           Total                            $ 2,906      $ 2,956
                                            =======      =======

INTERNAL EBIT:
   Terminaling services                     $ 2,502      $ 5,282
   Bunker and bulk product sales                788        1,141
                                            -------      -------
           Total                            $ 3,290      $ 6,423
                                            =======      =======


         A reconciliation of Internal EBIT to the Company's income (loss) before
provision for income taxes and preferred stock dividends is as follows:

<TABLE>
<CAPTION>
                                                                                   For the Three Months Ended
                                                                                            March 31,
                                                                                 ------------------------------
                                                                                     1998             1999
                                                                                 -------------    -------------

<S>                                                                              <C>              <C>         
Internal EBIT                                                                    $      3,290     $      6,423
Unallocated operating and administrative expenses                                        (519)            (370)
Special management bonus                                                                  -             (1,947)
Interest expense excluding debt cost amortization expense                              (3,999)          (3,975)
Interest income                                                                           125              189
                                                                                 -------------    -------------

Income (loss) before provision for income taxes and preferred stock dividends    $     (1,103)    $        320
                                                                                 =============    =============
</TABLE>

                                     Page 5
<PAGE>

                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 1999

                             (Dollars in thousands)


3.  INITIAL PUBLIC OFFERING OF EQUITY

         On April 28, 1999, Group completed its initial public equity offering
of 7.6 million common shares. The offering price was $20 per share raising gross
proceeds of $152,000. The gross proceeds of the offering were used primarily to
redeem all of Group's outstanding preferred stock and accrued dividends, pay
underwriters' discounts and fees, and pay certain other costs directly
associated with the offering. The remaining proceeds of approximately $37,700
have been invested and will be utilized during the second quarter of 1999 to
redeem or acquire $33,750 of the 11 3/4% mortgage notes co-issued by two of
Group's subsidiaries.

         During the three months ended March 31, 1999, the Company recorded 
as special compensation expense a bonus in the amount of $1,947 for particular
members of the Company's management. The purpose of this special management
bonus was to partially reimburse these individuals with respect to adverse tax
consequences that resulted from the offering and other past compensation
arrangements.

     During the three months ended March 31, 1999, the Company recorded $764 of
deferred costs in the line item other noncurrent assets consisting primarily of
legal, accounting and printing costs directly associated with the offering of
which $566 had been paid as of March 31, 1999. During the second quarter of
1999, all such direct costs of the offering will be recorded as a reduction of
stockholders' equity.

     As more fully discussed in the Registration Statement, in connection with
the offering, certain previously granted stock options became fully vested, were
exercised and became subordinated shares. In accordance with APB 25, the Company
was amortizing as compensation expense the difference between the estimated fair
value of the options at the date of grant and the exercise price over the
vesting period of five years. On April 28, 1999, the remaining unamortized
compensation expense associated with these options of $2,152 will be recorded as
a non-cash special compensation expense and credited to additional paid-in
capital.


                                     Page 6
<PAGE>

       Item 2. Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

         For purposes of the discussion below, reference is made to the
unaudited Consolidated Condensed Financial Statements and Notes thereto of
Statia Terminals Group N.V. and Subsidiaries as of March 31, 1999 and the three
month periods ended March 31, 1999 and 1998 included herein. Reference should
also be made to the Company's Registration Statement on Form S-1 (File No.
333-72317) that includes the Company's Consolidated Financial Statements as of
and for the year ended December 31, 1998. You should note that we sold our
Brownsville, Texas, facility on July 29, 1998, and the figures below and our
consolidated condensed financial statements for the three months ended March 31,
1998 include the Brownsville facility.

Results of Operations

         The following table sets forth, for the periods indicated, the
percentage of revenues represented by certain items in our consolidated
condensed income statements.

                              Results of Operations
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                     For the Three Months Ended March 31,
                                                                 -------------------------------------------
                                                                         1998                   1999
                                                                 -------------------     -------------------
                                                                             % of                    % of
                                                                 Dollars    Revenues     Dollars    Revenues
                                                                 -------    --------     -------    --------
<S>                                                              <C>        <C>         <C>         <C>
Revenues:
  Terminaling services                                           $ 14,182     46.7%     $ 16,628      44.4%
   Bunker and bulk product sales                                   16,182     53.3%       20,787      55.6%
                                                                 --------    ------     --------    -------
   Total revenues                                                  30,364    100.0%       37,415     100.0%
 Cost of services and products sold                                25,120     82.7%       28,600      76.4%
                                                                 --------    ------     --------    -------
   Gross profit                                                     5,244     17.3%        8,815      23.6%
 Administrative expenses                                            2,245      7.4%        2,535       6.8%
 Special compensation expense                                           -         -          1,947       5.2%
                                                                 --------   ---------   --------    -------
   Operating income                                                 2,999      9.9%        4,333      11.6%
 Interest expense                                                   4,227     13.9%        4,202      11.2%
 Interest income                                                      125      0.4%          189       0.5%
                                                                 --------    ------     --------    -------
 Income (loss) before income taxes and preferred stock             
   dividends                                                       (1,103)    (3.6)%         320       0.9%

 Provision for income taxes                                           205      0.7%          254       0.7%
 Preferred stock dividends                                            925      3.0%        1,721       4.6%
                                                                 --------    ------     --------    -------
   Net loss available to common stockholders                     $ (2,233)    (7.3)%    $ (1,655)     (4.4)%
                                                                 =========   =======    ========    ========
</TABLE>


                                     Page 7
<PAGE>

         The following tables set forth, for the periods indicated (a) the total
revenues and total operating income (loss), after allocation of administrative
expenses, at each of our operating locations and (b) the percentage such revenue
and operating income (loss) relate to our total revenue and operating income.

                              Revenues by Location
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                      For the Three Months Ended March 31,
                                                   -----------------------------------------
                                                          1998                    1999
                                                   ----------------       ------------------
                                                              % of                     % of
                                                   Dollars    Total       Dollars      Total
                                                   -------    -----       -------      -----

<S>                                               <C>         <C>        <C>           <C>
Netherlands Antilles and the Caribbean            $ 25,269       83.2%   $  32,296      86.3%
Canada                                               4,358       14.4%       5,119      13.7%
Brownsville, Texas facility                            737        2.4%        -           -
                                                  ---------    -------   ---------    -------

    Total                                         $ 30,364      100.0%   $  37,415     100.0%
                                                  ========     =======   =========    =======
</TABLE>

                       Operating Income (Loss) by Location
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                      For the Three Months Ended March 31,
                                                   -----------------------------------------
                                                          1998                    1999
                                                   ------------------     ------------------
                                                                % of                   % of
                                                   Dollars      Total     Dollars      Total
                                                   -------      -----     -------      -----
<S>                                               <C>            <C>      <C>           <C>  
Netherlands Antilles and the Caribbean            $ 2,568        85.6%    $ 3,559       82.1%
Canada                                                755        25.2%        774       17.9%
Brownsville, Texas facility                          (324)      (10.8)%       -           -
                                                  -------      -------    --------    -------

    Total                                         $ 2,999       100.0%    $ 4,333      100.0%
                                                  =======      =======    ========    =======
</TABLE>


         The following table sets forth for the periods indicated total
capacity, capacity leased, throughput and vessel calls for each of our operating
locations. "Total capacity" represents the average storage capacity available
for lease for a period. "Capacity leased" represents the storage capacity leased
to third parties weighted for the number of days leased in the month divided by
the capacity available for lease. "Throughput" volume is the total number of
inbound barrels discharged from a vessel, tank, rail car or tanker truck, not
including across-the-dock or tank-to-tank transfers. A "vessel call" occurs when
a vessel docks or anchors at one of our terminal locations in order to load
and/or discharge cargo and/or to take on bunker fuel. Such dockage or anchorage
is counted as one vessel call regardless of the number of activities carried on
by the vessel. A vessel call also occurs when we sell and deliver bunker fuel to
a vessel not calling at our terminals for the above purposes. Each of these
statistics is a measure of the utilization of our facilities.


                                     Page 8
<PAGE>

       Capacity, Capacity Leased, Throughput and Vessel Calls by Location
                (Capacity and throughput in thousands of barrels)

                                         For the Three Months Ended March 31,
                                         ------------------------------------
                                              1998                   1999
                                         -------------           ------------

Netherlands Antilles and the
    Caribbean
    Total capacity                          11,334                  11,334
    Capacity leased                             85%                     95%
    Throughput                              15,296                  16,208
    Vessel calls                               195                     262

Canada
    Total capacity                           7,404                   7,404
    Capacity leased                             86%                     96%
    Throughput                              15,585                   6,924
    Vessel calls                                31                      17

Texas (1)
    Total capacity                           1,649                     N/A
    Capacity leased                             42%                    N/A
    Throughput                                 863                     N/A
    Vessel calls                                27                     N/A

All locations (1)
    Total capacity                          20,387                  18,738
    Capacity leased                             82%                     95%
    Throughput                              31,744                  23,132
    Vessel calls                               253                     279


(1)    The Brownsville, Texas facility was sold on July 29, 1998. The statistics
       above for the three months ended March 31, 1998 include the operations of
       the Brownsville facility.

N/A    Not applicable due to the sale of the Brownsville facility.

Comparability

         On July 29, 1998, we sold Statia Terminals Southwest to an unrelated
third-party. Our consolidated condensed financial statements for the three
months ended March 31, 1998 include the operations of Statia Terminals
Southwest. The operating results of Statia Terminals Southwest for the three
months ended March 31, 1998 were not significant.


                                     Page 9
<PAGE>

Revenues

         Total revenues for the three months ended March 31, 1999 were $37.4
million compared to $30.4 million for the same period of 1998, an increase of
$7.0 million, or 23.2%.

         Revenues from terminaling services, which consist of storage,
throughput, dock charges, emergency response fees and other terminal charges,
for the three months ended March 31, 1999 were $16.6 million compared to $14.2
million for the same period of 1998, an increase of $2.4 million, or 17.2%. The
improvement in terminaling services revenue for the three months ended March 31,
1999 compared to the same period in 1998 was principally due to:

o   our ability to attract additional long term customers who use our facilities
    as part of their strategic distribution networks; and

o   additional vessel calls at St. Eustatius resulting in higher dock charges
    and emergency response fees.


         Revenues from terminaling services at St. Eustatius increased
approximately $2.5 million, or 27.2%, during the three months ended March 31,
1999, as compared to the same period of 1998, due to higher capacity leased,
additional throughput and more vessel calls. Total throughput increased from
15.3 million barrels during the three months ended March 31, 1998 to 16.2
million barrels during the same period of 1999 due primarily to higher
throughput of crude oil and petroleum products, and was partially offset by
reduced throughput of fuel oil. Sixty-seven more vessels called at the St.
Eustatius facility during the three months ended March 31, 1999 than during the
same period of 1998, resulting in higher revenues from dock charges and stand-by
emergency response fees. For the three months ended March 31, 1999, the overall
percentage of capacity leased at this facility was 95% compared to 85% for the
same period of 1998, reflecting increases in the percentage of capacity leased
for fuel oil tankage and petroleum products.

         Revenues from terminaling services at Point Tupper increased $0.6
million, or 12.9% during the three months ended March 31, 1999 as compared to
same period of 1998 due to higher capacity leased partially offset by reduced
throughput and vessel calls. The percentage of tank capacity leased at Point
Tupper increased from 86% for the three months ended March 31, 1998 to 96% for
the same period of 1999. This increase was primarily the result of additional
crude oil and clean petroleum products tankage leased during the three months
ended March 31, 1999 as compared to the same period of 1998. Fewer vessel calls
led to lower port charge revenues at this facility during the three months ended
March 31, 1999 as compared to the same period of 1998.

         Revenues from bunker and bulk product sales were $20.8 million for the
three months ended March 31, 1999 compared to $16.2 million for the same period
in 1998, an increase of $4.6 million, or 28.5%. The increase was primarily due
to an increase in the volume of bunkers and bulk product sold. Metric tons of
bunkers and bulk product sold increased 58.1% during the three months ended
March 31, 1999 as compared to the same period of 1998. However, average selling
prices decreased 18.8% when comparing the three months ended March 31, 1999 with
the same period of 1998.

Gross Profit

         Gross profit for the three months ended March 31, 1999 was $8.8 million
compared to $5.2 million for the same period of 1998, representing an increase
of $3.6 million, or 68.1%. The increase in gross profit is primarily the result
of the increased terminaling services revenue produced at a small incremental
cost. Additionally, we realized higher gross margins on bunker sales during the
three months ended March 31, 1999 as compared to the same period of 1998 due to
higher volumes of bunker fuels delivered.


                                    Page 10
<PAGE>

         Gross profits from terminaling services are generally higher than gross
profits from bunker and bulk product sales. Our operating costs for terminaling
services are relatively fixed and generally do not change significantly with
changes in capacity leased. Additions or reductions in storage, throughput and
ancillary revenues directly impact our gross profit. Costs for the procurement
of bunker fuels and bulk petroleum products are variable and linked to global
oil prices. Our bunker and bulk product costs are also impacted by market supply
conditions, types of products sold and volumes delivered.

Administrative Expenses

         Administrative expenses were $2.5 million for the three months ended
March 31, 1999 as compared to $2.2 million for the same period of 1998,
representing an increase of $0.3 million, or 12.9%. The increase during the
three months ended March 31, 1999, as compared to the same period of 1998, is
primarily the result of higher personnel costs and professional fees.

Special Compensation Expense

         As more fully discussed in note 3 of notes to the consolidated
condensed financial statements included in Part I, Item 1 of this Report, we
recorded a special management bonus during the three months ended March 31, 1999
of approximately $1.9 million.

Interest Expense

         During the three months ended March 31, 1999 and 1998, we incurred $4.2
million of interest expense from interest accrued on our mortgage notes due in
2003, amortization expense related to deferred financing costs and certain bank
charges.

Preferred Stock Dividends

         Preferred stock dividends were $1.7 million for the three months ended
March 31, 1999 as compared to $0.9 million for the same period of 1998,
representing an increase of $0.8 million, or 86.1%. The increase during the
three months ended March 31, 1999 as compared to the same period of 1998 is the
result of the increasing balance of dividends payable and a rate increase.

Net Loss

         Net loss available to common stockholders was $1.7 million for the
three months ended March 31, 1999, as compared to a net loss of $2.2 million for
the same period of 1998, an improvement of $0.5 million. The decrease in the net
loss is attributable to the net effect of the factors discussed above.

Liquidity and Capital Resources

         During the three months ended March 31, 1999, no significant changes
occurred in our debt and equity financing arrangements. No draws have occurred
on the $17.5 million revolving credit facility secured by our accounts
receivable and oil inventory. The revolving credit facility is available for
working capital needs and letter of credit financing, and it permits us to
borrow in accordance with our available borrowing base, which was estimated at
$8.1 million at March 31, 1999. The revolving credit facility bears interest at
the prime rate plus 0.50% per annum (8.25% at March 31, 1999) and will expire on
November 27, 1999.

         At March 31, 1999, we had cash and cash equivalents on hand of $20.5
million compared to $14.1 million at December 31, 1998.


                                    Page 11
<PAGE>

         On April 28, 1999, Group completed its initial equity offering of 7.6
million common shares. The offering price was $20 per share, raising gross
proceeds of $152 million. The gross proceeds of the offering were used primarily
to redeem all of Group's outstanding preferred stock and pay accrued dividends,
pay underwriters' discounts and fees, and pay certain other costs directly
associated with the offering. Such underwriters' discounts and fees, and costs
directly associated with the offering are expected to total $15.0 million, of
which approximately $5.2 million will be funded from our cash on hand prior to
the offering. The remaining proceeds of approximately $37.7 million have been
invested and will be utilized during the second quarter of 1999 to redeem or
acquire $33.8 million of the 11 3/4% mortgage notes co-issued by two of Group's
subsidiaries.

         We currently believe that cash on hand, cash flow generated by
operations, and amounts available under the revolving credit facility will be
sufficient to fund working capital needs, to service debt, to make capital
expenditures and meet other operating requirements, including any expenditures
required by applicable environmental laws and regulations. Our operating
performance and ability to service or refinance the mortgage notes and to extend
or refinance the revolving credit facility will be subject to future economic
conditions and to financial, business and other factors, many of which are
beyond our control. We can give no assurances that our future operating
performance will be sufficient to service our indebtedness or that we will be
able to repay at maturity or refinance our indebtedness in whole or in part.

         Under our Articles of Incorporation we are required to distribute all
of our "available cash" (as defined therein) to our shareholders. "Available
cash" as defined generally includes cash from various sources after deducting
such reserves as our Board of Directors may deem necessary or appropriate to
provide for the proper conduct of our business, including future capital
expenditures and anticipated credit needs, and to comply with debt obligations.

Cash Flow from Operating Activities

         Net cash provided by operating activities was $9.0 million and $6.6
million for the three months ended March 31, 1999 and 1998, respectively. Cash
flow from operations has been our primary source of liquidity during these
periods. Differences between net losses and positive operating cash flow have
resulted primarily from depreciation and amortization burdens and changes in
various asset and liability accounts.

Cash Flow from Investing Activities

         Net cash used in investing activities was $2.0 million and $2.4 million
for the three months ended March 31, 1999 and 1998, respectively. Investing
activities during the three months ended March 31, 1999 and 1998 included
purchases of property and equipment of $2.0 million and $2.4 million,
respectively.

Cash Flow from Financing Activities

         During the three months ended March 31, 1999, the Company paid $0.6
million of legal, accounting and printing costs directly associated with its
initial public offering of equity. Upon completion of the offering in the second
quarter of 1999, all such direct costs of the offering will be recorded as
a reduction of stockholders' equity.

                                    Page 12
<PAGE>

Capital Expenditures

         Our capital expenditure budget for 1999 is $7.3 million for maintenance
capital expenditures and $1.8 million for producing incremental revenues.
Additional spending is contingent upon the addition of incremental terminaling
business.

         The following table sets forth capital expenditures and separates such
expenditures into those which produce, or have the potential to produce,
incremental revenue, and those which represent maintenance capital expenditures.

                     Summary of Capital Expenditures by Type

                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                              For the Three Months Ended March 31,
                                           -----------------------------------------
                                                  1998                   1999
                                           ------------------     ------------------
                                                        % of                   % of
                                           Dollars      Total     Dollars      Total
                                           -------      -----     -------      -----

<S>                                       <C>          <C>        <C>         <C> 
Produce incremental revenues              $    151        6.2%    $    121       6.0%
Maintenance capital expenditures             2,298       93.8%       1,887      94.0%
                                          --------     -------    --------    -------

    Total                                 $  2,449      100.0%    $  2,008     100.0%
                                          ========     =======    ========    =======

</TABLE>


Information Technology and the Year 2000

         Some computer software and hardware applications and embedded
microprocessor, microcontroller or other processing technology applications and
systems use only two digits to refer to a year rather than four digits. As a
result, these applications could fail or create erroneous results in dealing
with certain dates and especially if the applications recognize "00" as the year
1900 rather than the year 2000. During 1997, we developed a Year 2000 plan to
upgrade our key information systems and simultaneously address the potential
disruption to both operating and accounting systems that might be caused by the
Year 2000 problem. The Year 2000 plan also provides for the evaluations of the
systems of customers, vendors, and other third-party service providers and
evaluations of our non-information technology systems, which include embedded
technologies such as microcontrollers and is also referred to as non-traditional
information technology.

         We have substantially completed the assessment phase of the Year 2000
plan as it relates to both traditional and non-traditional technology
applications and systems. We are currently in the process of testing new Year
2000 compliant terminal operations software at our facilities. We anticipate
that the Year 2000 compliant terminal operations systems will be fully
implemented in the third quarter of 1999. We recently selected a fully
integrated Year 2000 compliant finance, accounting, and human resources system
and expect to have the new system operational by the third quarter of 1999.

         We have identified some components of our control systems at our two
terminals as not being Year 2000 compliant. These systems measure, regulate,
control, and maintain crude oil and petroleum product flow and fire protection
equipment at the terminals. We are currently evaluating the best means to
mitigate the possible adverse effects resulting from the potential failure of
these systems including repair or replacement and, in most cases, have already
installed and successfully tested replacements of non-compliant components.
However, we believe that in a worst case scenario, existing manual overrides
would prevent the failure of these systems from having a material adverse effect
on our operations.

                                    Page 13
<PAGE>

         In accordance with our Year 2000 plan, we have initiated a formal
communications process with other companies with which our systems interface or
rely on to determine the extent to which those companies are addressing their
Year 2000 compliance. In connection with this process, we have sent numerous
letters and questionnaires to third parties and are evaluating those responses
as they are received. Where necessary, we will be working with those companies
that are not yet Year 2000 compliant to mitigate any material adverse effect
such non-compliance may have on us. Based upon information we have received and
reviewed of our possible existing relationships with third parties, we do not
currently anticipate that any third-party non-compliance would have a material
adverse effect on our business, results of operations, or financial condition.

         In 1998, we spent $1.1 million related to our Year 2000 remediation
efforts of which we have capitalized $1.0 million and expensed $0.1 million.
During the three months ended March 31, 1999 we spent $0.3 million related to
these efforts of which substantially all was capitalized. During the remainder
of 1999, we anticipate spending an additional $0.6 million to complete these
efforts of which we anticipate capitalizing $0.5 million and expensing $0.1
million. However, we cannot guarantee that these estimates will be met and
actual expenditures could differ materially from these estimates.

         Based upon information currently available to us, we believe our
efforts will succeed in preventing the Year 2000 issue from having a material
adverse effect on us. However, the pervasive nature of the Year 2000 issue may
prevent us from fully assessing and rectifying all systems that could have an
effect on our business, results of operations, or financial condition.

       Item 3. Quantitative and Qualitative Disclosures About Market Risk

         We periodically purchase refined petroleum products from our customers
and others for resale as bunker fuel, for small volume sales to commercial
interests and to maintain an inventory of blend stocks for our customers.
Petroleum product inventories are held for short periods, generally not
exceeding ninety days. We do not presently have any derivative positions to
hedge our inventory of petroleum products. The following table indicates the
aggregate carrying value of our petroleum products, which are sensitive to
changes in commodity prices, on hand at March 31, 1999 computed at average
costs, net of any lower of cost or market valuation provisions, and the
estimated fair value of such products.

                       On Balance Sheet Commodity Position
                             (Dollars in thousands)

                                                    As of March 31, 1999
                                             ---------------------------------
                                             Carrying Amount        Fair Value
                                             ---------------        ----------

Petroleum Inventory:
  Statia Terminals N.V.                          $   1,164           $  1,410
  Statia Terminals Canada                              285                285
                                                 ---------           --------

Total                                            $   1,449           $  1,695
                                                 =========           ========


         Except for minor local operating expenses in Canadian dollars and
Netherlands Antilles guilders, all of our transactions are in U.S. dollars.
Therefore, we believe we are not significantly exposed to exchange rate
fluctuations. As all of our present debt obligations carry a fixed rate of
interest, except for the undrawn revolving credit facility which varies with
changes in the lender's prime lending rate, we believe our exposure to interest
rate fluctuations is minimal.


                                    Page 14
<PAGE>


                                    PART II.

                                OTHER INFORMATION

                           Item 1. Legal Proceedings.

         Reference is made to the Legal Proceedings section of Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the Company's amended Registration Statement on Form S-1 (File No.
333-72317). There have been no material developments in the Company's legal
proceedings since the amended Registration Statement was filed.

               Item 2. Changes in Securities and Use of Proceeds.

         Reference is made to the Company's amended Registration Statement on
Form S-1 (File No. 333-72317) for such changes occurring as a result of the
Company's initial public offering of equity which was completed on April 28,
1999.

       On April 22, 1999, the U.S. Securities and Exchange Commission declared
the Registration Statement on Form S-1 (File No. 333-72317) of Group effective
for an initial public offering of equity of 7.6 million common shares. The
common shares began trading on the NASDAQ National Market system under the
symbol "STNV" on April 23, 1999. The offering, for which Bear Stearns & Co. Inc.
and Morgan Stanley Dean Witter, among others, acted as the underwriters, closed
on April 28, 1999 at $20.00 per share, yielding gross proceeds of $152 million.
The underwriters may exercise an over-allotment option that would allow them to
purchase an additional 760,000 common shares at $20.00 per share through May 22,
1999.

         During the three months ended March 31, 1999, the Company recorded
$764,000 of deferred costs in the line item other noncurrent assets consisting
primarily of legal, accounting and printing costs directly associated with the
offering of which $566,000 has been paid as of March 31, 1999. The total direct
costs of the offering, including underwriters' discounts of $9.9 million, are
expected to total $15.0 million, resulting in net proceeds of $137.0 million to
Group. Approximately $5.2 million of these direct costs will be funded from cash
on hand prior to the offering. To date, net proceeds of the offering totaling
$104.5 million were used primarily to redeem all of Group's outstanding
preferred stock and pay accrued dividends. The remaining net proceeds of
approximately $37.7 million have been invested and will be utilized during the
second quarter of 1999 to redeem or acquire $33.8 million of the 11 3/4%
mortgage notes co-issued by two of Group's subsidiaries.

                    Item 3. Defaults Upon Senior Securities.

                                      None.

          Item 4. Submission of Matters to a Vote of Security Holders.

         No matter has been submitted to a vote of security holders subsequent
to the Company's initial public offering of equity which was completed on April
28, 1999. 


                                    Page 15
<PAGE>


                           Item 5. Other Information.

                                      None.

                    Item 6. Exhibits and Reports on Form 8-K.

(a)   Exhibits.

         3.1       Articles of Incorporation of Statia Terminals Group N.V. (for
                   electronic filing only)
         4.1       Fourth Amendment of Indenture and Consent Under Securities
                   Pledge Agreement, dated April 26, 1999. (for electronic
                   filing only)
        10.1       Amended and restated Employment Agreement effective April 28,
                   1999, between Statia Terminals Group N.V., Statia Terminals,
                   Inc. and James G. Cameron. (for electronic filing only)
        10.2       Amended and restated Employment Agreement, effective April
                   28, 1999, between Statia Terminals Group N.V., Statia
                   Terminals, Inc. and Thomas M. Thompson, Jr. (for electronic
                   filing only)
        10.3       Amended and restated Employment Agreement, effective April
                   28, 1999, between Statia Terminals Group N.V., Statia
                   Terminals, Inc. and Robert R. Russo. (for electronic 
                   filing only)
        10.4       Amended and restated Employment Agreement, effective April
                   28, 1999, between Statia Terminals Group N.V., Statia
                   Terminals, Inc. and Jack R. Pine. (for electronic filing 
                   only)
        10.5       Amended and restated Employment Agreement, effective April
                   28, 1999, between Statia Terminals Group N.V., Statia
                   Terminals, Inc. and John D. Franklin. (for electronic 
                   filing only)
        10.6       Amended and restated Employment Agreement, effective April
                   28, 1999, between Statia Terminals Group N.V., Statia
                   Terminals, Inc. and James F. Brenner. (for electronic 
                   filing only)
        27.1       Financial Data Schedule for Statia Terminals Group N.V. (for
                   electronic filing only)

(b) Reports on Form 8-K.

         None.




                                    Page 16
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       Statia Terminals Group N.V.
                                                (Registrant)

Date:    May 13, 1999

                                       By:   /s/ James G. Cameron
                                           -------------------------------------
                                                James G. Cameron
                                                Director
                                                (As Authorized Officer)

                                       By: /s/ James F. Brenner
                                           -------------------------------------
                                                James F. Brenner
                                                Vice President and Treasurer
                                                (As Authorized  Officer and
                                                Principal Finance and Accounting
                                                Officer)




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