`UNITED STATES
                       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 December 31, 2002

                                       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 0-19824
                                                -------

                      Nutrition Management Services Company
                      -------------------------------------
             (Exact name of registrant as specified in its charter)

      Pennsylvania                                   23-2095332
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

 Box 725, Kimberton Road, Kimberton, PA                     19442
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code       (610) 935-2050
                                                   -----------------------------
                                       N/A
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if change since last report.

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  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days Yes /X/ No / /.

2,747,000  Shares of Registrant's  Class A Common Stock,  with no par value, and
100,000  shares of  Registrant's  Class B Common Stock,  with no par value,  are
outstanding as of February 14, 2002.







                                TABLE OF CONTENTS


Part I.      Financial Information                                      Page No.
             ---------------------                                      --------

             Consolidated Balance Sheets as of
             December 31, 2002 (unaudited) and June 30, 2002                   2

             Consolidated Statements of Operations for the Three and Six
             Months Ended December 31, 2002 and 2001
             (unaudited)                                                       3

             Consolidated Statements of Cash Flows for the
             Six Months Ended December 31, 2002
             and 2001 (unaudited)                                              4

             Notes to Consolidated Financial Statements                   6 - 11

             Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                   12 - 15

             Item 4 - Controls and Procedures                                 16

Part II.     Other Information                                                17

             Signatures                                                       18


                                      -1-






                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                          December 31,     June 30,
                                                              2002          2002
                                                              ----          ----
                                                           (unaudited)
Current assets:
   Cash and cash equivalents                              $ 1,091,610   $   593,310
   Accounts receivable, net of allowance for doubtful
   accounts of $2,108,743  and $1,774,753, respectively     4,397,270     5,659,990
   Unbilled Revenue                                            97,388        46,505
   Deferred income taxes                                      882,487       882,487
   Inventory                                                  137,681       230,238
   Prepaid and other                                          469,462       289,079
                                                          -----------   -----------

Total current assets                                        7,075,898     7,701,609
                                                          -----------   -----------

Property and equipment, net                                 8,384,550     8,683,712
                                                          -----------   -----------

Other assets:
   Investment in contracts                                     36,667       120,000
   Advances to employees                                      436,402       523,490
   Deferred income taxes                                      103,089       103,089
   Bond issue costs                                           202,712       210,096
   Deferred costs and other assets                             10,020        10,020
                                                          -----------   -----------
Total other assets                                            788,890       966,695
                                                          -----------   -----------

                                                          $16,249,338   $17,352,016
                                                          ===========   ===========

            See Notes to Unaudited Consolidated Financial Statements

                                     - 2 -





                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                December 31,      June 30,
                                                                                   2002             2002
                                                                                (unaudited)

Current liabilities:
     Current portion of long-term debt                                           $  196,813      $  191,814
     Accounts payable                                                             4,319,793       3,811,110
     Accrued expenses                                                               358,405         443,483
     Accrued payroll and related expenses                                           259,258         260,861
     Other                                                                           53,659          71,192

Total current liabilities                                                         5,187,928       4,778,460
                                                                                -----------    ------------

Long-Term liabilities:
     Long-term debt, net of current portion                                       5,219,008       5,543,852
     Long Term Note Payable                                                          - 0 -          730,146

Total long-term liabilities                                                       5,219,008       6,273,998
                                                                                -----------    ------------

Stockholders' equity:
    Undesignated preferred stock - no par, 2,000,000 shares authorized, none
            issued or outstanding                                                      --             --

     Common stock:
     Class A - no par, 10,000,000 shares authorized; 3,000,000 issued and
               2,747,000 outstanding                                              3,801,926       3,801,926
     Class B - no par, 100,000 shares authorized, issued and outstanding                 48              48
     Retained earnings                                                            2,539,991       2,997,147
                                                                                -----------    ------------
                                                                                  6,341,965       6,799,121

     Less:  treasury stock (Class A common: 253,000 shares) - at cost              (499,563)       (499,563)

Total stockholders' equity                                                        5,842,402       6,299,558
                                                                                -----------    ------------
                                                                               $ 16,249,338    $ 17,352,016
                                                                               ============    ------------



            See Notes to Unaudited Consolidated Financial Statements

                                      - 3 -





                      NUTRITION MANAGEMENT SERVICES COMPANY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                Three months ended               Six months ended
                                                    December 31,                    December 31,
                                                2002            2001           2002             2001
                                                ----            ----           ----             ----
Food Service Revenue                       $  7,166,653       7,871,823    $ 14,423,053    $ 15,294,041

Cost of operations
     Payroll and related expenses             2,797,621       2,512,661       5,621,275       4,906,950
     Other costs of operations                3,151,052       3,742,362       6,271,378       7,175,697
                                           ------------    ------------    ------------    ------------
          Cost of operations                  5,948,673       6,255,023      11,892,653      12,082,647
                                           ------------    ------------    ------------    ------------

Gross profit                                  1,217,980       1,616,800       2,530,400       3,211,394
                                           ------------    ------------    ------------    ------------

Expenses
     General and administrative expenses      1,236,910       1,158,677       2,260,433       2,373,526
     Depreciation and amortization              200,953         211,946         413,806         422,394
     Provision for doubtful accounts              7,262         225,000         192,262         450,000
                                           ------------    ------------    ------------    ------------
          Expenses                            1,445,125       1,595,623       2,866,501       3,245,920
                                           ------------    ------------    ------------    ------------

(Loss)/Income from operations                  (227,145)         21,177        (336,101)        (34,526)
                                           ------------    ------------    ------------    ------------

Other (expense) income
     Other                                       (6,862)          1,104         (20,629)        (22,219)
     Interest income                              2,185           2,320           4,027           5,463
     Interest expense                           (50,395)        (61,029)       (104,459)       (160,281)
                                           ------------    ------------    ------------    ------------
          Other (expense) income - net          (55,072)        (57,605)       (121,061)       (177,037)
                                           ------------    ------------    ------------    ------------

(Loss) before income taxes                     (282,217)        (36,428)       (457,162)       (211,563)

Provision for income taxes                            0               0               0               0
                                           ------------    ------------    ------------    ------------

Net Loss                                   $   (282,217)        (36,428)   $   (457,162)   $   (211,563)
                                           ============    ============    ============    ============

Basic and diluted loss
      - basic and diluted                  $       (.10)   $       (.01)   $       (.16)   $       (.07)
                                           ============    ============    ============    ============

Weighted average number of shares             2,847,000       2,847,000       2,847,000       2,847,000
                                           ============    ============    ============    ============



            See Notes to Unaudited Consolidated Financial Statements

                                      - 4 -






                      NUTRITION MANAGEMENT SERVICES COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                               Six Months Ended
                                                                                 December 31,
                                                                             2002           2001
                                                                             ----           ----

Operating activities:
Net (Loss)                                                              ($  457,162)   ($  211,558)
Adjustments to reconcile net (loss) to net cash provided by/(used in)
operating activities:
     Depreciation and amortization                                          413,806        422,394
     Provision for bad debts                                                192,262        450,000
     Amortization of bond costs                                               7,282          7,282

Changes in assets and liabilities:
     Accounts receivable                                                  1,070,458         99,378
     Unbilled Revenue                                                       (50,883)       127,009
     Inventory and other                                                     92,557        (28,969)
     Accounts payable                                                      (137,210)      (564,923)
     Accrued expenses                                                       (49,050)        36,120
     Accrued payroll and related expenses                                    (1,603)         3,225
     Accrued professional                                                   (28,088)        32,396
     Accrued incomes taxes                                                   (7,941)         6,419
     Other                                                                 (197,814)       114,058
                                                                        -----------    -----------
Net cash provided by operating activities                                   846,614        492,831


Investing activities:
     Repayment (Advances) to employees                                       87,088       (146,126)
     Purchase of property and equipment                                     (31,311)      (284,332)
                                                                        -----------    -----------
     Net cash provided by / (used in) investing activities                   55,777       (430,458)

Financing activities
     Repayments of long-term borrowing                                     (872,000)      (670,000)
     Repayments of long-term payable                                        (84,247)      (140,412)
     Repayments of term loan                                                (32,844)       (30,601)
     Proceeds from long term borrowing                                      585,000      1,087,000
                                                                        -----------    -----------
Net cash (used in) / provided by  financing activities                     (404,091)       245,987

 Net increase in cash                                                       498,300        308,360

Cash and cash equivalents - beginning of period                             593,310        451,875
                                                                        -----------    -----------

Cash and cash equivalents - end of period                               $ 1,091,610    $   760,236
                                                                        -----------    -----------

Supplemental disclosure of cash flow information:
Cash paid during the period for:
     Interest                                                           $   106,432    $   161,786
     Income taxes                                                       $   (17,764)   $         0


            See Notes to Unaudited Consolidated Financial Statements

                                      - 5 -





                      NUTRITION MANAGEMENT SERVICES COMPANY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002

1.        BASIS OF PRESENTATION

          The  accompanying  unaudited  consolidated  financial  statements were
          prepared in accordance with generally accepted  accounting  principles
          for interim  financial  information for quarterly reports on Form 10-Q
          and,  therefore,  do not include all of the  information and footnotes
          required by  generally  accepted  accounting  principles  for complete
          financial statements. However, all adjustments that, in the opinion of
          management  are  necessary  for  fair  presentation  of the  financial
          statements,  have been  included.  The results of  operations  for the
          interim  periods  presented  are  not  necessarily  indicative  of the
          results  that may be expected  for the entire  fiscal year ending June
          30,  2003.  The  financial  information  presented  should  be read in
          conjunction  with the Company's  financial  statements that were filed
          under Form 10-K.

2.        NEW ACCOUNTING PRONOUNCEMENTS

          In  August  2001,  the FASB  issued  SFAS 143,  "Accounting  for Asset
          Retirement Obligations" (SFAS 143) was issued. SFAS 143 applies to all
          entities,   including   rate-regulated   entities,   that  have  legal
          obligations  associated  with the retirement of a tangible  long-lived
          asset that result from  acquisition,  construction  or development and
          (or) normal  operations of the long-lived  asset.  The  application of
          this Statement is not limited to certain specialized industries,  such
          as the  extractive  or nuclear  industries.  A liability  for an asset
          retirement obligation should be recognized if the obligation meets the
          definition of a liability and can be reasonably estimated. The initial
          recording should be at fair value. SFAS 143 is effective for financial
          statements issued for fiscal years beginning after June 15, 2002, with
          earlier application  encouraged.  The provisions of the Statement have
          not had a material  impact on the  financial  condition  or results of
          operations of the Company.

          In  August  2001,  the  FASB  issued  SFAS  144,  "Accounting  for the
          Impairment  or Disposal of  Long-Lived  Assets" (SFAS 144) was issued.
          SFAS 144 retains the existing  requirements  to recognize  and measure
          the  impairment  of  long-lived  assets  to be held  and used or to be
          disposed of by sale. However,  SFAS 144 makes changes to the scope and
          certain measurement requirements of existing accounting guidance. SFAS
          144 also changes the requirements relating to reporting the effects of
          a disposal or discontinuation of a segment of a business.  SFAS 144 is
          effective for financial  statements  issued for fiscal years beginning
          after December 15, 2001 and interim periods within those fiscal years.
          The adoption of this  Statement did not have a  significant  impact on
          the financial condition or results of operations of the Company.

          In April 2002,  Statement of Financial  Accounting  Standards No. 145,
          "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB No.
          13,  and  Technical  Corrections"  (SFAS  No.  145) was  issued.  This
          standard changes the accounting principles governing extraordinary


                                     - 6 -




                      NUTRITION MANAGEMENT SERVICES COMPANY

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                December 31, 2002

          items by, among other things,  providing more definitive  criteria for
          extraordinary  items by clarifying and, to some extent,  modifying the
          existing   definition   and  criteria,   specifying   disclosure   for
          extraordinary items and specifying  disclosure  requirements for other
          unusual or infrequently occurring events and transactions that are not
          extraordinary  items.  SFAS 145 is effective for financial  statements
          issued for fiscal  years  beginning  after June 15,  2002,  with early
          adoption  encouraged.  The adoption of this  Statement  did not have a
          significant impact on the financial condition or results of operations
          of the Company.

          In July 2002,  the FASB  issued SFAS No.  146,  "Accounting  for Costs
          Associated  with Exit or Disposal  Activities"  (SFAS 146) was issued.
          SFAS 146 requires companies to recognize costs associated with exit or
          disposal  activities when they are incurred rather than at the date of
          a  commitment  to an exit or  disposal  plan.  SFAS  146 is  effective
          prospectively  for  exit  and  disposal  activities   initiated  after
          December 31, 2002. The Company does not  anticipate  that the adoption
          of this  Statement  will have a  significant  impact on the  financial
          condition or results of operations of the Company.

          In  December  2002,  the  FASB  issued  SFAS  148,   "Accounting   for
          Stock-Based  Compensation - Transition and Disclosure"  (SFAS 148) was
          issued.   SFAS  148  amends  SFAS  123   "Accounting  for  Stock-Based
          Compensation" (SFAS 123), to provide alternative methods of transition
          for a voluntary  change to the fair value based  method of  accounting
          for stock-based employee  compensation.  In addition,  SFAS 148 amends
          the  disclosure   requirements  of  SFAS  123  to  require   prominent
          disclosures in both annual and interim financial  statements about the
          method of accounting for  stock-based  employee  compensation  and the
          effect of the method used on reported  results.  SFAS 148 is effective
          for fiscal years  beginning  after  December  15,  2002.  The expanded
          annual  disclosure  requirements  and the  transition  provisions  are
          effective for fiscal years ending after December 15, 2002. The interim
          disclosure  provisions are effective for financial reports  containing
          financial  statements for interim periods beginning after December 15,
          2002.  Management  does not expect the  adoption of SFAS 148 to have a
          material  effect  on the  Company's  financial  position,  results  of
          operations, or cash flows.

3.        EARNINGS PER COMMON SHARE

          Earnings  per common share  amounts are based on the  weighted-average
          number of shares of common stock outstanding  during the three and six
          month  periods  ending  December 31, 2002 and 2001.  Stock options and
          warrants  did not impact  earnings  per share each period as they were
          anti-dilutive.

                                      - 7 -






                      NUTRITION MANAGEMENT SERVICES COMPANY

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                December 31, 2002

4.        LITIGATION

          On February 7, 2001,  NMSC filed a suit  against a major client in the
          Court  of  Common  Pleas  in  Chester   County,   PA.  This  suit  has
          subsequently  been removed to the United States District Court for the
          Eastern  District  of  Pennsylvania.  In the  lawsuit,  NMSC  has made
          various claims,  including among others a claim that the client failed
          to pay approximately  $2.1 million in invoiced  amounts,  a claim that
          the client  failed to pay  approximately  $1 million in other  amounts
          owing,  a claim for  reimbursement  for start up costs in an amount in
          excess of  $400,000,  a claim for over $2 million in lost profits (or,
          alternatively,  a claim for reimbursement for over $300,000 in credits
          issued in exchange for the promise to extend the arrangement), a claim
          in the nature of treble  damages and counsel  fees,  and other claims.
          The client has filed a counterclaim which the Company is contesting as
          part of the overall proceedings.

          In addition to the litigation  described above, the Company is exposed
          to asserted and unasserted  claims. In the opinion of management,  the
          resolution of these matters will not have a material adverse effect on
          the Company's financial position, results of operations or cash flows.

5.        BUSINESS SEGMENTS

          The  Company  follows  the  disclosure  provisions  of SFAS  No.  131,
          "Disclosures about Segments of an Enterprise and Related Information".
          This management  approach  focuses on internal  financial  information
          that is used by management to assess performance and to make operating
          decisions.  SFAS No. 131 also  requires  disclosures  about  products,
          services,  geographic areas, and major customers. The adoption of SFAS
          No.  131 had no effect  on the  Company's  results  of  operations  or
          financial position.

          The Company's  reportable segments are (1) food service management and
          (2)  training  and  conference  center.  The Company  reports  segment
          performance on an after tax basis. Deferred taxes are not allocated to
          segments. The management accounting policies and processes utilized in
          compiling  segment  financial  information are highly  subjective and,
          unlike financial accounting,  are not based on authoritative  guidance
          similar to  accounting  principals  generally  accepted  in the United
          States of  America.  As a result,  reported  segment  results  are not
          necessarily  comparable  with  similar  information  reported by other
          similar companies.

                                      - 8 -








                      NUTRITION MANAGEMENT SERVICES COMPANY

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                December 31, 2002



         5.  BUSINESS SEGMENTS - CONTINUED

                                                                 Food Service       Training and
                                                                 Management         Conference Center       Total
                                                                 ----------         -----------------       -----

         For the quarter ended Dec. 31, 2002:
           Food service revenue                                  $6,859,980           $  306,673        $ 7,166,653
           Depreciation and amortization                             73,005              127,948            200,953
           Income (loss) from operations                            175,938             (403,083)          (227,145)
           Interest income                                            2,185                 0                 2,185
           Interest expense                                         (29,115)             (21,280)           (50,395)
           Income (loss) before taxes (benefit)                     146,654             (428,871)          (282,217)
           Net income (loss)                                        146,654             (428,871)          (282,217)
           Total assets                                           7,647,018            8,602,320         16,249,338

                                                                 Food Service       Training and
                                                                 Management         Conference Center       Total
                                                                 ----------         -----------------       -----

         For the quarter ended Dec. 31, 2001:
           Food service revenue                                  $7,573,069           $  298,754        $ 7,871,823
           Depreciation and amortization                             84,724              127,222            211,946
           Income (loss) from operations                            340,417             (319,240)            21,177
           Interest income                                            2,320                 0                 2,320
           Interest expense                                         (40,499)             (20,530)           (61,029)
           Income (loss) before taxes (benefit)                     299,574             (336,004)           (36,428)
           Net income (loss)                                        299,574             (336,004)           (36,428)
           Total assets                                           8,982,309            9,035,133         18,017,442

                                      - 9 -







                      NUTRITION MANAGEMENT SERVICES COMPANY

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                December 31, 2002

         5.  BUSINESS SEGMENTS - CONTINUED


                                                                 Food Service       Training and
                                                                 Management         Conference Center       Total
                                                                 ----------         -----------------       -----

         For the six months ended Dec. 31, 2002:
           Food service revenue                                  $ 13,955,952         $  467,101          $14,423,053
           Depreciation and amortization                              149,236            264,570              413,806
           Income (loss) from operations                              420,283           (756,384)            (336,101)
           Interest income                                              4,027               0                   4,027
           Interest expense                                           (60,622)           (43,837)            (104,459)
           Income (loss) before taxes (benefit)                       352,076           (809,238)            (457,162)
           Net income (loss)                                          352,076           (809,238)            (457,162)
           Total assets                                             7,647,018          8,602,320           16,249,338


                                                                 Food Service       Training and
                                                                 Management         Conference Center       Total
                                                                 ----------         -----------------       -----

         For the six months ended Dec. 31, 2001:
           Food service revenue                                  $ 14,908,383         $  385,658          $15,294,041
           Depreciation and amortization                              169,178            253,216              422,394
           Income (loss) from operations                              605,819           (640,345)             (34,526)
           Interest income                                              5,463               0                   5,463
           Interest expense                                           (85,779)           (74,502)            (160,281)
           Income (loss) before taxes (benefit)                       520,175           (731,738)            (211,563)
           Net income (loss)                                          520,175           (731,738)            (211,563)
           Total assets                                             8,982,309          9,035,133           18,017,442



                                     - 10 -





                      NUTRITION MANAGEMENT SERVICES COMPANY

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                December 31, 2002
6.        STOCK-BASED COMPENSATION

          The Company accounts for stock options under SFAS No. 123, "Accounting
          for  Stock-Based  Compensation",  as  amended by SFAS No.  148,  which
          contains   a  fair   value-based   method  for   valuing   stock-based
          compensation  that entities may use, which measures  compensation cost
          at the grant date  based on the fair value of the award.  Compensation
          is then  recognized  over the  service  period,  which is usually  the
          vesting  period.  Alternatively,  SFAS No.  123  permits  entities  to
          continue  accounting  for employee  stock  options and similar  equity
          instruments  under  Accounting  Principles  Board  (APB)  Opinion  25,
          Accounting  for Stock Issued to  Employees.  Entities that continue to
          account for stock  options  using APB Opinion 25 are  required to make
          pro forma  disclosures of net income and earnings per share, as if the
          fair value-based method of accounting defined in SFAS No. 123 had been
          applied.

          The  Company   accounts  for  its  plan  under  the   recognition  and
          measurement  principles of APB No. 25,  Accounting for Stock Issued to
          Employees,   and   related   interpretations.   Stock-based   employee
          compensation  costs  are not  reflected  in net loss,  as all  options
          granted under the plan had an exercise price equal to the market value
          of the  underlying  common stock on the date of grant.  The  following
          table  illustrates  the  effect  on net loss and loss per share if the
          Company had applied the fair value recognition  provisions of SFAS No.
          123, to stock-based  employee  compensation.

                                            Three months ended               Six months ended
                                               December 31,                    December 31,
                                             2002          2001          2002              2001
                                             ----          ----          ----              ----

Net loss:
    As reported                          ($  282,217)   ($  36,428)   ($  457,162)   ($  211,563)
    Pro forma                            ($  282,217)   ($  36,428)   ($  457,162)   ($  211,563)

Diluted loss per share:
    As reported                          $      (.10)    $    (.01)    $     (.16)    $     (.07)
    Pro forma                            $      (.10)    $    (.01)    $     (.16)    $     (.07)

The Company has not granted stock options since June of 1998


                                     - 11 -




           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

            The following  discussion and analysis should be read in conjunction
with the financial statements and notes thereto.

FORWARD LOOKING STATEMENTS

            This  Form  10-Q  contains  forward-looking  statements  within  the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the  Securities  Exchange  Act of 1934,  as amended,  that are intended to be
covered by the safe harbors  created  thereby.  Investors are cautioned that all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  the  adequacy  of the  Company's  cash  from  operations,  existing
balances and  available  credit line.  Although  the Company  believes  that the
assumptions  underlying  the  forward-looking  statements  contained  herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the  forward-looking  statements included in this Form 10-Q
will prove to be accurate.  Factors  that could cause  actual  results to differ
from the results discussed in the forward-looking  statements  include,  but are
not limited to, the outcome of the Company's litigation discussed under Item 4 -
Litigation.   In   light   of   significant   uncertainties   inherent   in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.

CRITICAL ACCOUNTING POLICIES

            The discussion  and analysis of our financial  condition and results
of operations are based upon the Company's  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America.  The  preparation  of these  financial
statements  requires the Company to make estimates and judgments that affect the
reported amount of assets and  liabilities,  revenues and expenses,  and related
disclosure of  contingent  assets and  liabilities  at the date of the Company's
financial  statements.  Actual  results  may differ from these  estimates  under
different assumptions or conditions.

            Critical   accounting   policies  are  defined  as  those  that  are
reflective of significant judgments and uncertainties, and potentially result in
materially  different  results under different  assumptions and conditions.  The
Company believes that its critical  accounting  policies include those described
below.

REVENUE RECOGNITION

            Sales  revenue is  generated  primarily  from fees for food  service
management at continuing  care and health care  facilities and the  Collegeville
Inn  restaurant.  Revenue is  recognized  when services are  performed.  Ongoing
assessments of the credit worthiness of customers provide the Company reasonable
assurance of collectibility upon performance of services.


                                     - 12 -





ACCOUNTS RECEIVABLE

            The Company performs ongoing credit evaluations of its customers and
adjusts credit limits based on payment history and the customer's current credit
worthiness,  as determined by a review of their current credit information.  The
Company  continuously  monitors  collections and payments from its customers and
maintains a provision for estimated credit losses based on historical experience
and any specific  customer  collection  issues that have been identified.  While
such credit losses have historically been within the Company's  expectations and
the provisions  established,  the Company cannot guarantee that it will continue
to experience the same credit loss rates that it has in the past.

RESULTS OF OPERATIONS

            Revenues for the quarter ended December 31, 2002 were $7,166,653,  a
decrease  of  $705,170  or 9.0%  compared  to  revenues  of  $7,871,823  for the
corresponding  quarter  last  year.  Revenues  for the six  month  period  ended
December 31, 2002 were  $14,423,053,  a decrease of $870,988 or 5.7% compared to
the  corresponding  period in 2001.  This  decrease is primarily  due to the net
impact of revenues from lost contracts versus revenues from new contracts.

            Costs  of  operations  for  the  current  quarter  were  $5,948,673,
compared  to  $6,255,023  for similar  expenses in the same period last year,  a
decrease of $306,350 or 4.9%.  For the six month period ended December 31, 2002,
cost of operations were $11,892,653, compared to $12,082,647 for the same period
last year, a decrease of $189,994 or 1.6% compared to the  corresponding  period
in 2001.  This decrease in cost of services is due to lower revenues  during the
period partially offset by inflationary  price, wage and expense increases along
with payroll and related costs for new contracts.

            Gross Profit for the quarter was $1,217,980, compared to $1,616,800,
a decrease of $398,820 or 24.7%.  For the six month  period  ended  December 31,
2002,  gross profit was $2,530,400  versus  $3,211,394 a decrease of $680,994 or
21.2%.  These  decreases are due to both lower revenues  during the period and a
change in the nature of client contracts.

            General and administrative  expenses for the quarter were $1,236,910
or 17.3% of  revenue,  compared to  $1,158,677  or 14.7% of revenue for the same
quarter  last year,  an  increase of $78,233.  For the six month  period  ending
December 31, 2002 general and administrative  expenses were $2,260,433  compared
to $2,373,526  for the  corresponding  period last year, a decrease of $113,093.
The current quarter increase versus the prior year's quarter is primarily due to
increased marketing activities. The decrease for the six month period versus the
prior year is due to certain cost cutting measures implemented by the Company.

                                     - 13 -






            Provision for doubtful  accounts for the quarter was $7,262 compared
to $225,000 for the  corresponding  quarter last year.  For the six month period
ending December 31, 2002 provision for doubtful  accounts was $192,262  compared
to $450,000 for the same period last year. The aforementioned  decreases are due
to increased  collection  activities,  which led to overall declines in accounts
receivables  in  each  of the  current  year's  quarters.  Additionally,  a cash
recovery of $141,738 of accounts receivable previously reserved as uncollectible
was utilized to increase  the  allowance  for  doubtful  accounts in the current
quarter. Lower sales volume also contributed to the aforementioned decreases.

            Interest expense for the quarter totaled $50,395 compared to $61,029
for the same period last year. For the six month period ended December 31, 2002,
interest  expense was $104,459  versus $160,281 in the  corresponding  period in
2001.  The  decrease  in  interest  expense  is a  result  of the  repayment  of
borrowings as well as a reduction in interest rates.

            For the  reasons  stated  above net loss after taxes for the quarter
ended  December  31,  2002  was   ($282,217)   compared  to  ($36,428)  for  the
corresponding  quarter last year. Net loss per share for the current quarter was
$0.10 compared to net loss per share of $0.01 for the corresponding quarter last
year.

            Net loss for the six month period was ($457,162)  versus  ($211,563)
for the corresponding  period last year. Net loss per share was ($0.16) compared
to net loss per share of ($0.07) for the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

            At December 31, 2002, the Company had working capital of $1,887,970.
Consummation  of the sale of land by the Company as more fully described in Part
II - Item 5 of this Form 10-Q would  increase the Company's  working  capital by
approximately $3 million.

            OPERATING ACTIVITIES.  Cash provided by operations for the six month
period ended  December  31, 2002 was  $846,614  compared to $492,831 for the six
months ended December 31, 2001. The current  period's  activity is primarily due
to increased collections of accounts receivable. The aforementioned item is also
the primary reason for the improvement versus the prior year.

            INVESTING ACTIVITIES.  Investing activities provided $55,777 in cash
in the current  period  compared to $430,458 in cash consumed in the same period
last year.

            FINANCING  ACTIVITIES.  Current period financing activities consumed
$404,091 in cash compared to $245,987 provided in the same period last year. The
change is attributable  to $1,989,091 of debt  repayments  offset by $585,000 of
debt  proceeds.  Long-term  payables  declined  by  $730,146  from June 30, 2002
primarily due to a reclassification to Accounts Payable.

                                      - 14-






            CAPITAL  RESOURCES.  The Company has certain credit  facilities with
its bank including a revolving  credit of  $4,000,000.  At December 31, 2002 the
Company had  $1,494,079  available  under its  revolving  credit  facility.  The
Company issued two series of Industrial Bonds totaling $3,560,548 in December of
1996.  The  outstanding  balance on the bonds was  $2,810,000 as of December 31,
2002.  The Company is current  with all its  obligations  to its bank and on its
bonds and is in compliance  with their financial  covenants  except one covenant
which was specifically  waived by the bank.  Additionally,  the maturity date of
the revolving  credit  facility was extended from December 31, 2003 to March 31,
2004.


                                         Payment Due By Period
                                       Less
Contractual               Total        than 1     1 - 3         4 - 5     After 5
Obligations                            year       years         years      years

Long-Term Debt*          5,415,821     196,813   2,689,008     315,000   2,215,000
Operating Leases            15,971      15,971           0           0           0
Total Contractual Cash
 Obligations             5,431,792     212,873   2,689,008     315,000   2,215,000


            EMPLOYMENT  CONTRACTS.  For the Fiscal Year ended June 30, 2002, the
Company paid a base salary of $305,004 and $222,674 to Joseph Roberts,  Chairman
and  Chief  Executive  Officer  and  Kathleen  Hill,  Chief  Operating  Officer,
respectively.  The Company currently has no employment  contracts with either of
such  individuals.  The  Compensation  Committee  of the Board of  Directors  is
currently  engaged in discussions  with Mr. Roberts and Ms. Hill with respect to
their compensation for the Fiscal Year ending June 30, 2003.

o           Long-Term Debt includes a $2,505,922   outstanding   balance  on the
            revolving  line  of  credit,   leaving   $1,494,079   available  for
            borrowings under the $4,000,000 revolving line of credit.


                                     Amount of Commitment Expiration
                                                Per Period


Other Commercial   Total Amounts  Less than     1 - 3            4 - 5       Over 5
Commitments         Committed      1 year       years            years        years

Lines of Credit     4,000,000         0        4,000,000           0           0

Standby Letter of
Credit              3,065,000         0        3,065,000           0           0

Total Commercial
Commitments         7,065,000         0        7,065,000           0           0


                                      - 15-





            A substantial  portion of the Company's  revenues are dependent upon
the payment of its fees by customer  healthcare  facilities,  that, in turn, are
dependent  upon  third-party  payers  such as state  governments,  Medicare  and
Medicaid. Delays in payment by third-party payers,  particularly state and local
governments, may lead to delays in collection of accounts receivable.


            The Company has no material  commitments  for capital  expenditures,
including the Collegeville Inn &  Conference  Center,  and believes that its
cash from operations,  existing  balances,  and available credit  facilities are
adequate for the foreseeable future to satisfy the needs of its operations.


ITEM 4.

CONTROLS AND PROCEDURES

            Based on their evaluation, as of a date within 90 days of the filing
of this Form 10-Q, the Company's  Chief  Executive  Officer and Chief  Financial
Officer have  concluded the Company's  disclosure  controls and  procedures  (as
defined in Rules  13a-14 and 15d-14 under the  Securities  Exchange Act of 1934)
are effective. There have been no significant changes in internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation,  including  any  corrective  actions  with  regard to
significant deficiencies and material weaknesses.



                                  - 16 -





                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings                                  None

Item 2.       Changes in Securities                              None

Item 3.       Defaults Upon Senior Securities                    None

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

            On  December  23,  2002 the  Company  held  its  Annual  Meeting  of
Stockholders,  whereby  the  stockholders  elected  Directors.  The vote on such
matter was as follows:

            Election of Directors:

                                                For                Withheld
                                                ---                --------
            Joseph V. Roberts                  2,076,346              0
            Kathleen A. Hill                   2,076,346              0
            Michael Gosman                     2,076,346              0
            Samuel R. Shipley, III             2,076,346              0
            Michelle Roberts-O'Donnell         2,076,346              0
            Jane Scaccetti                     2,076,346              0
            Richard Kresky                     2,076,346              0


Item 5.     Other Information

            The Company  entered  into an agreement  dated  December 18, 2002 to
sell approximately 19 acres of land for $3,000,000. Such agreement is subject to
a due  diligence  review by the purchaser and  satisfaction  of certain  closing
conditions.  While there can be no assurance that the sale will be  consummated,
completion  of  the  sale  would  increase  the  Company's  working  capital  by
approximately $3,000,000.

Item 6.     Exhibits and Reports on Form 8-K

(a) Exhibits        Certifications under
                    Section 906 of the
                    Sarbanes Oxley Act

(b) Reports on Form 8-K       None




                                     - 17 -






                                   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 thereunto duly authorized.



                                         Nutrition Management Services Company


                                         /s/ Joseph V. Roberts
                                         -------------------------------
                                         Joseph V. Roberts
                                         Chairman and Chief Executive Officer


                                         /s/ William E. Sturgis
                                         --------------------------------
                                         William E. Sturgis
                                         (Principal Financial Officer)



Date:  February 14, 2003


                                     - 18 -





                      NUTRITION MANAGEMENT SERVICES COMPANY

                           a Pennsylvania Corporation
                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

                            Section 302 Certification

I, Joseph Roberts, certify that:
            1.    I  have  reviewed  this  quarterly  report  on  Form  10-Q  of
                  Nutrition Management Services Company, Inc.;
            2.    Based on my knowledge,  this quarterly report does not contain
                  any untrue  statement  of a  material  fact or omit to state a
                  material fact necessary to make the statements  made, in light
                  of the  circumstances  under which such  statements were made,
                  not  misleading  with  respect to the  period  covered by this
                  quarterly report;
            3.    Based on my  knowledge,  the financial  statements,  and other
                  financial  information  included  in  this  quarterly  report,
                  fairly   present  in  all  material   respects  the  financial
                  condition,  results  of  operations  and  cash  flows  of  the
                  registrant  as of,  and for,  the  periods  presented  in this
                  quarterly report;
            4.    The  registrant's   other   certifying   officers  and  I  are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls  and  procedures  (as defined in  Exchange  Act Rules
                  13a-14 and 15d-14) for the registrant and have:
                  a)  designed such disclosure controls and procedures to ensure
                      that  material  information  relating  to the  registrant,
                      including its consolidated subsidiaries,  is made known to
                      us by others within those  entities,  particularly  during
                      the  period  in  which  this  quarterly  report  is  being
                      prepared;
                  b)  evaluated the effectiveness of the registrant's disclosure
                      controls and  procedures as of a date within 90 days prior
                      to  the  filing  date  of  this   quarterly   report  (the
                      "Evaluation Date"); and
                  c)  presented in this quarterly  report our conclusions  about
                      the   effectiveness   of  the   disclosure   controls  and
                      procedures  based on our  evaluation as of the  Evaluation
                      Date;
            5.    The  registrant's   other  certifying   officers  and  I  have
                  disclosed,  based  on  our  most  recent  evaluation,  to  the
                  registrant's  auditors and the audit committee of registrant's
                  board of  directors  (or  persons  performing  the  equivalent
                  functions):
                  a)  all significant deficiencies in the design or operation of
                      internal   controls  which  could  adversely   affect  the
                      registrant's  ability to record,  process,  summarize  and
                      report   financial  data  and  have   identified  for  the
                      registrant's  auditors any material weaknesses in internal
                      controls; and


                                      - 19-





                  b)  any  fraud,   whether  or  not  material,   that  involves
                      management or other employees who have a significant  role
                      in the registrant's internal controls; and
            6.    The  registrant's   other  certifying   officers  and  I  have
                  indicated  in  this   quarterly   report  whether  there  were
                  significant  changes in internal  controls or in other factors
                  that could  significantly  affect internal controls subsequent
                  to the  date of our  most  recent  evaluation,  including  any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.


Date: February 14, 2003                      /s/ Joseph Roberts
      --------------------------             -----------------------------------
                                             Joseph Roberts
                                             Chairman of the Board and Chief
                                             Executive Officer


                                     - 20 -




                      NUTRITION MANAGEMENT SERVICES COMPANY

                           a Pennsylvania Corporation
                  CERTIFICATION OF PRINCIPAL FINANCIAL MANAGER

                            Section 302 Certification

I, William Sturgis, certify that:
            1.    I  have  reviewed  this  quarterly  report  on  Form  10-Q  of
                  Nutrition Management Services Company, Inc.;
            2.    Based on my knowledge,  this quarterly report does not contain
                  any untrue  statement  of a  material  fact or omit to state a
                  material fact necessary to make the statements  made, in light
                  of the  circumstances  under which such  statements were made,
                  not  misleading  with  respect to the  period  covered by this
                  quarterly report;
            3.    Based on my  knowledge,  the financial  statements,  and other
                  financial  information  included  in  this  quarterly  report,
                  fairly   present  in  all  material   respects  the  financial
                  condition,  results  of  operations  and  cash  flows  of  the
                  registrant  as of,  and for,  the  periods  presented  in this
                  quarterly report;
            4.    The  registrant's   other   certifying   officers  and  I  are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls  and  procedures  (as defined in  Exchange  Act Rules
                  13a-14 and 15d-14) for the registrant and have:
                  a)  designed such disclosure controls and procedures to ensure
                      that  material  information  relating  to the  registrant,
                      including its consolidated subsidiaries,  is made known to
                      us by others within those  entities,  particularly  during
                      the  period  in  which  this  quarterly  report  is  being
                      prepared;
                  b)  evaluated the effectiveness of the registrant's disclosure
                      controls and  procedures as of a date within 90 days prior
                      to  the  filing  date  of  this   quarterly   report  (the
                      "Evaluation Date"); and
                  c)  presented in this quarterly  report our conclusions  about
                      the   effectiveness   of  the   disclosure   controls  and
                      procedures  based on our  evaluation as of the  Evaluation
                      Date;
            5.    The  registrant's   other  certifying   officers  and  I  have
                  disclosed,  based  on  our  most  recent  evaluation,  to  the
                  registrant's  auditors and the audit committee of registrant's
                  board of  directors  (or  persons  performing  the  equivalent
                  functions):
                  a)  all significant deficiencies in the design or operation of
                      internal   controls  which  could  adversely   affect  the
                      registrant's  ability to record,  process,  summarize  and
                      report   financial  data  and  have   identified  for  the
                      registrant's  auditors any material weaknesses in internal
                      controls; and


                                     - 21 -






                  b)  any  fraud,   whether  or  not  material,   that  involves
                      management or other employees who have a significant  role
                      in the registrant's internal controls; and
            6.    The  registrant's   other  certifying   officers  and  I  have
                  indicated  in  this   quarterly   report  whether  there  were
                  significant  changes in internal  controls or in other factors
                  that could  significantly  affect internal controls subsequent
                  to the  date of our  most  recent  evaluation,  including  any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.


Date:February 14, 2003                        /s/ William Sturgis
     ----------------------------             ----------------------------------
                                              William Sturgis
                                              Principal Financial Manager


                                      - 22-`