`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 March 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
  incorporation or organization)                      Identification No.)

      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 May 13, 2002.






                                TABLE OF CONTENTS


Part I.     Financial Information                                      Page No.

            Consolidated Balance Sheets of
            March 31, 2002 (unaudited) and June 30, 2001                   2 - 3

            Consolidated Statements of Operations for the Three and Nine
            Months Ended March 31, 2002 and 2001
            (unaudited)                                                    4

            Consolidated Statements of Cash Flows for the
            Nine Months Ended March 31, 2002
            and 2001 (unaudited)                                           5

            Notes to Financial Statements                                  6 - 8

            Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                      9 - 11

Part II.    Other Information                                             12

            Signatures                                                    13

                                      - 1 -





                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                           March 31,      June 30,
                                                             2002           2001
                                                             ----           ----
                                                          (unaudited)
Current assets:
   Cash and cash equivalents                             $   624,654   $   451,875
   Accounts receivable, net of allowance for doubtful
   accounts of $1,763,553 and $1,175,596, respectively     5,409,661     6,424,629
   Unbilled Revenue                                           83,067       177,967
   Deferred income taxes                                     636,617       636,617
   Inventory                                                 263,214       232,869
   Prepaid and other                                         408,148       417,009
                                                         -----------   -----------

Total current assets                                       7,425,361     8,340,966
                                                         -----------   -----------

Property and equipment, net                                8,832,970     9,127,742
                                                         -----------   -----------

Other assets:
   Investment in contracts                                   160,000       280,000
   Advances to employees                                     476,750       328,988
   Deferred income taxes                                     192,269       192,269
   Bond issue costs                                          213,739       224,562
   Deferred costs and other assets                            10,020        10,020
                                                         -----------   -----------

Total other assets                                         1,052,778     1,035,839
                                                         -----------   -----------

                                                         $17,311,109   $18,504,547
                                                         ===========   ===========

            See Notes to Unaudited Consolidated Financial Statements

                                     - 2 -




                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                                  March 31,         June 30,
                                                                                   2002              2001
                                                                                   ----              ----
                                                                                 (unaudited)


Current liabilities:
     Current portion of long-term debt                                            $ 186,814       $ 186,813
     Accounts payable                                                             3,830,187       4,537,741
     Accrued expenses                                                               313,738         341,286
     Accrued payroll and related expenses                                           280,061         273,217
     Other                                                                           86,166         125,960
                                                                               ------------      ----------
Total current liabilities                                                         4,696,966       5,465,017
                                                                               ------------      ----------
Long-Term liabilities:

    Long-term debt, net of current portion                                        5,504,804       5,386,120
    Long Term Note Payable                                                          814,387       1,067,128
                                                                               ------------       ---------

Total long-term liabilities                                                       6,319,191       6,453,248
                                                                               ------------       ---------

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                                                            2,992,541       3,283,871
                                                                               ------------       ---------
                                                                                  6,794,515       7,085,845



     Less:  treasury stock (Class A common: 253,000 shares) - at cost              (499,563)       (499,563)
                                                                               ------------       ---------
Total stockholders' equity                                                        6,294,952       6,586,282

                                                                               $ 17,311,109    $ 18,504,547
                                                                               ============    ============


            See Notes to Unaudited Consolidated Financial Statements

                                      - 3 -





                      NUTRITION MANAGEMENT SERVICES COMPANY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                             Three months ended                 Nine months ended
                                                    March 31,                      March 31,
                                               2002            2001           2002             2001
                                               ----            ----           ----             ----
Food Service Revenue                      $  6,945,186    $  9,012,310    $ 22,239,227    $ 33,419,430

Cost of operations
     Payroll and related expenses            2,351,595       3,077,556       7,258,545      10,611,133
     Other costs of operations               3,123,867       4,269,213      10,299,564      16,863,049
                                          ------------    ------------    ------------    ------------
          Cost of operations                 5,475,462       7,346,769      17,558,109      27,474,182
                                          ------------    ------------    ------------    ------------

Gross profit                                 1,469,724       1,665,541       4,681,118       5,945,248
                                          ------------    ------------    ------------    ------------

Expenses
     General and administrative expenses     1,064,830       1,476,650       3,438,356       4,684,949
     Depreciation and amortization             210,827         172,310         633,221         507,844
     Provision for doubtful accounts           225,000         180,000         675,000         540,000
                                          ------------    ------------    ------------    ------------
          Expenses                           1,500,657       1,828,960       4,746,577       5,732,793
                                          ------------    ------------    ------------    ------------

Loss from operations                           (30,933)       (163,419)        (65,459)        212,455
                                          ------------    ------------    ------------    ------------

Other income (expense)
     Other                                       2,545           6,591         (19,674)         19,297
     Interest income                             1,702           6,508           7,165          27,459
     Interest expense                          (53,088)       (112,004)       (213,369)       (394,065)
                                          ------------    ------------    ------------    ------------
          Other income (expense) - net         (48,841)        (98,905)       (225,878)       (347,309)
                                          ------------    ------------    ------------    ------------

Loss before income taxes                       (79,774)       (262,324)       (291,337)       (134,854)

Provision for income taxes                           0          35,001               0          93,336
                                          ------------    ------------    ------------    ------------

Net loss                                  $    (79,774)   $   (297,325)   $   (291,337)   $   (228,190)
                                          ============    ============    ============    ============


Basic and diluted loss per share          $      (0.03)   $      (0.10)   $      (0.10)   $      (0.08)
                                          ============    ============    ============    ============



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)
                                                                             Nine Months Ended
                                                                                 March 31,
                                                                           2002            2001
                                                                           ----            ----


Operating activities:
Net loss                                                              $  (291,337)   $  (228,190)
Adjustments to reconcile net loss to net cash provided by operating
activities:
     Depreciation and amortization                                        633,221        507,844
     Provision for bad debts                                              675,000        540,000
     Amortization of deferred gain                                              0        (19,773)
     Amortization of bond costs                                            10,825         10,924
Changes in assets and liabilities:
     Accounts receivable                                                  339,968       (978,122)
     Unbilled Revenue                                                      94,900        281,270
     Inventory and other                                                  (30,345)       (24,544)
     Accounts payable                                                    (707,554)       871,347
     Accrued expenses                                                     (36,056)        52,947
     Accrued payroll and related expenses                                   6,844         40,339
     Accrued professional                                                  15,725        (38,146)
     Accrued incomes taxes                                                 (7,217)       102,632
     Other                                                                (30,925)       (47,978)
                                                                      -----------    -----------
Net cash provided by operating activities                                 673,049      1,070,550
Investing activities:
     Advances to employees                                              (147,763)       (23,605)
     Purchase of property and equipment                                  (218,450)      (233,694)
                                                                      -----------    -----------
Net cash used in investing activities                                    (366,213)      (257,299)
                                                                      -----------    -----------

Financing activities:
     Repayments of long-term debt                                        (922,000)    (2,642,500)
     Repayments of long-term note payable                                (252,741)      (252,789)
     Repayments of term loan                                              (46,316)      (201,866)
     Proceeds from line of credit                                       1,087,000      1,595,137
                                                                      -----------    -----------
Net cash used in  financing activities                                   (134,057)    (1,502,018)
                                                                      -----------    -----------
 Net increase/(decrease) in cash                                          172,779       (688,767)
                                                                      -----------    -----------

Cash and cash equivalents - beginning of period                           451,875      1,134,720
                                                                      -----------    -----------

Cash and cash equivalents - end of period                             $   624,654    $   445,953
                                                                      ===========    ===========

Supplemental disclosure of cash flow information:

Cash paid during the period for:
     Interest                                                          $  221,570    $   369,270
     Income taxes                                                      $   20,542   ($    40,359)

            See Notes to Unaudited Consolidated Financial Statements
                                     - 5 -





                      NUTRITION MANAGEMENT SERVICES COMPANY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 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, 2002.  The  financial  information  presented  should be read in
            conjunction with the Company's financial  statements that were filed
            under Form 10-K.

2.          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
            nine month periods ending March 31, 2002 and 2001. Stock options did
            not   impact   earnings   per  share   each   period  as  they  were
            anti-dilutive.


3.          Litigation

            On February 7, 2001,  Nutrition  Management  Services  Company filed
            suit  against a major client in the Court of Common Pleas of Chester
            County, Pennsylvania.  In the lawsuit, Nutrition Management Services
            Company  claims that they  failed to pay $2.4  million on account of
            services Nutrition  Management  Services Company rendered,  and that
            they should be required to reimburse  Nutrition  Management Services
            Company for over $400,000 in start up expenses, in addition to other
            claims.  The client has filed a  counterclaim  which the  company is
            contesting.  The parties have agreed to participate in mediation.

            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.

                                     - 6 -


                      NUTRITION MANAGEMENT SERVICES COMPANY

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                 March 31, 2001



4.          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  principles  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.

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

         For the quarter ended Mar. 31, 2002:
           Food service revenue                                  $6,681,838             $  263,348             $6,945,186
           Depreciation and amortization                             76,947                133,880                210,827
           Income (loss) from operations                            256,900               (287,833)               (30,933)
           Interest income                                            1,702                  0                      1,702
           Interest expense                                         (30,276)               (22,812)               (53,088)
           Income (loss) before taxes (benefit)                     225,662               (305,436)               (79,774)
           Net income (loss)                                        225,662               (305,436)               (79,774)
           Total assets                                           8,401,295              8,909,814             17,311,109



                                                                 Food Service          Training and
                                                                 Management            Conference Center           Total
                                                                 ----------            -----------------           -----
         For the quarter ended Mar. 31, 2001:
           Food service revenue                                  $8,792,039             $  220,271              $9,012,310
           Depreciation and amortization                             46,541                125,769                 172,310
           Income (loss) from operations                            139,059               (302,478)               (163,419)
           Interest income                                            6,508                      0                   6,508
           Interest expense                                         (39,675)               (72,329)               (112,004)
           Income (loss) before taxes (benefit)                      99,739               (362,063)               (262,324)
           Net income (loss)                                         64,738               (362,063)               (297,325)
           Total assets                                          10,234,298              9,221,822              19,456,120

                                     - 7 -





                      NUTRITION MANAGEMENT SERVICES COMPANY

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                March 31, 2002



4.     Business Segments - Continued


                                                                 Food Service         Training and
                                                                 Management           Conference Center          Total
                                                                 ----------           -----------------          -----
         For the nine months ended Mar. 31, 2002:
           Food service revenue                                  $21,590,221          $   649,006            $22,239,227
           Depreciation and amortization                             246,126              387,095                633,221
           Income (loss) from operations                             862,719             (928,180)               (65,459)
           Interest income                                             7,165                    0                  7,165
           Interest expense                                         (116,055)             (97,314)              (213,369)
           Income (loss) before taxes (benefit)                      745,837           (1,037,174)              (291,337)
           Net income (loss)                                         745,837            1,037,174)              (291,337)
           Total assets                                            8,366,295            8,909,814             17,311,109



                                                                 Food Service           Training and
                                                                 Management             Conference Center         Total
                                                                 ----------             -----------------         -----
         For the nine months ended Mar. 31, 2001:
           Food service revenue                                  $32,712,382            $ 707,048             $33,419,430
           Depreciation and amortization                             132,762              375,082                 507,844
           Income (loss) from operations                             978,558             (766,103)                212,455
           Interest income                                            27,459                    0                  27,459
           Interest expense                                         (190,661)            (203,404)               (394,065)
           Income (loss) before taxes (benefit)                      821,910             (956,764)               (134,854)
           Net income (loss)                                         728,574             (956,764)               (228,190)
           Total assets                                           10,234,298            9,221,822              19,456,120


                                      - 8 -




      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.

Results of Operations

            Revenues  for the quarter  ended March 31, 2002 were  $6,945,186,  a
decrease of  $2,067,124  or 22.9%  compared to  revenues of  $9,012,310  for the
corresponding  quarter  last year.  Revenues for the nine months ended March 31,
2002 were  $22,239,227,  a decrease of $11,180,203 or 33.5% compared to revenues
of  $33,419,430  for the  corresponding  period in 2001.  The  Company  recorded
revenue of $1,455,312  and  $9,888,568  from a major client during the three and
nine month periods ended March 31, 2001,  respectively.  The Company recorded no
revenue from this client during the three and nine month periods ended March 31,
2002 due to the termination of the Company's  relationship with this client. See
Note 3 of Notes to Unaudited Consolidated Financial Statement.

            Cost of  operations  for the  quarter  ended  March  31,  2002  were
$5,475,462,  compared to $7,346,769 for similar expenses in the same period last
year, a decrease of $1,871,307  or 25.5%.  For the nine month period ended March
31, 2002, cost of operations were $17,558,109,  compared to $27,474,182, for the
same period last year, a decrease of $9,916,073 or 36.1%.  This decrease in cost
of services is due to lower  revenues  during the period offset by  inflationary
price, wage and expense increases.

            Gross Profit for the quarter was $1,469,724, compared to $1,665,541,
a decrease of $195,817 or 11.7%. For the nine month period ended March 31, 2002,
gross profit was $4,681,118 versus $5,945,248 a decrease of $1,264,130 or 21.2%.
These  decreases  are  due  to  lower  revenues  during  the  period  offset  by
inflationary price, wage and expense increases.  The Company recorded revenue of
$1,455,312  and  $9,888,568  from a major client during the three and nine month
periods ended March 31, 2001, respectively. The Company recorded no revenue from
this client  during the three and nine month periods ended March 31, 2002 due to
the termination of the Company's  relationship  with this client.  See Note 3 of
Notes to Unaudited Consolidated Financial Statement.

            General and administrative  expenses for the quarter were $1,064,830
or 15.3% of  revenue,  compared to  $1,476,650  or 16.4% of revenue for the same
quarter last year, a decrease of $411,820. For the nine month period ended March
31,  2002  general  and  administrative  expenses  were  $3,438,356  compared to
$4,684,950 for the corresponding period last year, a decrease of $1,246,593.


                                      - 9 -




            Interest  expense  for  the  quarter  totaled  $53,088  compared  to
$112,004  for the same period last year.  For the nine month  period ended March
31,  2002,   interest   expense  was  $213,369   compared  to  $394,065  in  the
corresponding  period in 2001.  The decrease in interest  expense is a result of
the reduction in interest rates.

            For the  reasons  stated  above net loss after taxes for the quarter
ended March 31, 2002 was  ($79,774)  compared to net loss of  ($297,325)  for the
corresponding  quarter last year. Net loss per share for the current quarter was
($0.03) compared to net loss per share of ($0.10) for the corresponding  quarter
last year.

            Net loss for the nine month period was ($291,337) versus net loss of
($228,190)  for the  corresponding  period  last  year.  Net loss per  share was
($0.10) compared to net loss per share of ($0.08) for the same period last year.

Liquidity and Capital Resources

            At March 31, 2002,  the Company had working  capital of  $2,728,444,
and cash and cash  equivalents  of $624,654  as  compared to working  capital of
$2,875,949 and cash and cash equivalents of $451,875 at June 30, 2001.

            Operating Activities. Cash provided by operations for the nine month
period ended March 31, 2002 was  $673,047  compared to  $1,070,550  for the nine
months  ended March 31, 2001.  A decrease in current  liabilities  offset by non
cash items was primarily responsible for the current period's activity.

            Investing Activities. Investing activities consumed $366,213 in cash
in the current  period  compared to $257,299 in cash consumed in the same period
last year.

            Financing  Activities.  Current period financing activities consumed
$134,057 in cash compared to  $1,502,018  consumed in the same period last year.
Proceeds of $1,087,000  offset by repayment of long term debt of $1,221,057 were
responsible for the current period's activity.

            Capital   Resources.   The  current  credit  facilities   include  a
$4,000,000 line of credit and letters of credit totaling $2,940,000 guaranteeing
two  industrial  revenue  bond  issues.  The  agreements  require the Company to
maintain  certain  financial  covenants.  The  Company is  current  with all its
obligations  to its bank and on its bonds and believes it is in compliance  with
their financial covenants.


                                     - 10 -





            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.




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. 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.






                                     - 11 -





                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings                     See "Note 3 to Unaudited
              Consolidated Financial Statements" for a description
              of the Company's litigation.

Item 2.       Changes in Securities                                  None

Item 3.       Defaults Upon Senior Securities                        None

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

Item 5.       Other Information                                      None

Item 6.       Exhibits and Reports on Form 8-K

              (a)  Exhibits                                          None

              (b)  Reports on Form 8-K                               None




                                     - 12 -





                                   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





Date:  May 15, 2002



                                     - 13 -`