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, 2000
                                                ---------------
                                       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, 2071  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 9, 2000.

<PAGE>

                                TABLE OF CONTENTS


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

               Consolidated Balance Sheets as of
               March 31, 2000 (unaudited) and June 30, 1999                2 - 3

               Consolidated  Statements of  Operations  for the Three
               and Nine Months Ended March 31, 2000  (unaudited)  and
               1999 (unaudited)                                                4

               Consolidated  Statements  of Cash  Flows  for the Nine
               Months Ended March 31, 2000 (unaudited) and 1999
               (unaudited)                                                   5

               Notes to unaudited Consolidated Financial Statements          6

               Management's Discussion and Analysis of
               Financial Condition and Results of Operations               7 - 9

Part II.       Other Information                                             10

               Signatures                                                    11



                                      - 1 -
<PAGE>



                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>

                                                              March 31,       June 30,
                                                                 2000           1999
                                                                 ----           ----
                                                              (unaudited)
<S>                                                          <C>           <C>
Current assets:
   Cash and cash equivalents                                 $ 1,091,191   $    43,282
   Accounts receivable, net of allowance for doubtful
   accounts of $940,883 and $637,900, respectively             6,186,865     8,214,229
   Unbilled  revenue                                             655,043       435,663
   Deferred income taxes                                         492,666       492,666
   Inventory and other                                           878,294       785,943
                                                             -----------   -----------
Total current assets                                           9,304,059     9,971,783
                                                             -----------   -----------

Property and equipment, net                                    9,677,905     9,912,797
                                                             -----------   -----------
Construction in Progress                                          12,810        12,810
                                                             -----------   -----------
Other assets:
   Advances to officers and employees                            294,318       346,871
   Investment in contracts, net of accumulated
   amortization of $1,721,489 and $1,709,136, respectively          --          12,353
   Deferred income taxes                                         404,315       404,315
   Bond issue costs                                              242,770       253,694
   Deferred costs and other assets                                16,021        29,772
                                                             -----------   -----------
Total other assets                                               957,424     1,047,005
                                                             -----------   -----------
                                                             $19,952,198   $20,944,395
                                                             ===========   ===========

</TABLE>




            See Notes to Unaudited Consolidated Financial Statements

                                     - 2 -

<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                       March 31,               June 30,
                                                                                         2000                    1999
                                                                                         ----                    ----
                                                                                      (unaudited
<S>                                                                                   <C>                  <C>
Current liabilities:
     Accounts payable                                                                 $  4,459,800         $  5,476,019
     Accrued expenses                                                                      771,008              414,205
     Accrued payroll and related expenses                                                  241,514              458,370
     Accrued professional                                                                   59,982              155,937
     Accrued income taxes                                                                   11,760               13,992
     Current portion of long-term debt                                                     174,000              110,000
     Other                                                                                 434,465              338,878
                                                                                      ------------         ------------
Total current liabilities                                                                6,152,529            6,967,401
                                                                                      ------------         ------------
Long-Term liabilities:
    Long-term debt, net of current portion                                               7,062,551            7,185,000
    Other                                                                                   33,005               52,778
                                                                                      ------------         ------------
Total long-term liabilities                                                              7,095,556            7,237,778
                                                                                      ------------         ------------

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                                                                   3,401,702            3,436,805
                                                                                      ------------         ------------
                                                                                         7,203,676            7,238,779

Less:  treasury stock (Class A common: 253,000 shares) - at cost                          (499,563)            (499,563)
                                                                                      ------------         ------------
Total stockholders' equity                                                               6,704,113            6,739,216
                                                                                      ------------         ------------
                                                                                      $ 19,952,198         $ 20,944,395
                                                                                      ============         ============
</TABLE>



            See Notes to Unaudited Consolidated Financial Statements

                                      - 3 -

<PAGE>



                      NUTRITION MANAGEMENT SERVICES COMPANY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three months ended                       Nine months ended
                                                                  March 31,                               March 31,
                                                          2000                 1999               2000                 1999
                                                          ----                 ----               ----                 ----
<S>                                                   <C>                 <C>                 <C>                 <C>
Food Service Revenue                                  $  9,964,677        $  9,711,904        $ 29,855,588        $ 28,823,513

Cost of operations
     Payroll and related expenses                        3,746,042           3,851,386          11,564,672          11,511,377
     Other costs of operations                           4,192,257           4,185,211          12,351,408          12,244,729
                                                      ------------        ------------        ------------        ------------
          Cost of operations                             7,938,299           8,036,597          23,916,080          23,756,106
                                                      ------------        ------------        ------------        ------------

Gross profit                                             2,026,378           1,675,307           5,939,508           5,067,407
                                                      ------------        ------------        ------------        ------------

Expenses
     General and administrative expenses                 1,473,437           1,338,737           4,649,361           4,082,993
     Depreciation and amortization                         163,578             152,629             566,954             500,376
     Provision for doubtful accounts                       120,000             140,000             320,000             265,534
                                                      ------------        ------------        ------------        ------------
          Expenses                                       1,757,015           1,631,366           5,536,315           4,848,903
                                                      ------------        ------------        ------------        ------------


Income from operations                                     269,363              43,941             403,193             218,504
                                                      ------------        ------------        ------------        ------------

Other income (expense)
     Other                                                   6,591              28,241              22,001              35,695
     Interest income                                        24,224              45,868              64,298              71,738
     Interest expense                                     (155,616)           (109,508)           (445,202)           (347,251)
                                                      ------------        ------------        ------------        ------------
          Other income (expense) - net                    (124,801)            (35,399)           (358,903)           (239,818)
                                                      ------------        ------------        ------------        ------------

Income/(Loss) before income taxes                          144,562               8,542              44,290             (21,314)

Provision for income taxes                                  33,443                   0              79,393              50,000
                                                      ------------        ------------        ------------        ------------

Net income/(loss)                                     $    111,119        $      8,542        $    (35,103)       $    (71,314)
                                                      ------------        ------------        ------------        ------------
Basic and diluted earnings/(loss)
      - basic and diluted                             $        .04        $        .00        $      (0.01)       $      (0.03)
                                                      ------------        ------------        ------------        ------------

Weighted average number of shares                        2,847,000           2,727,734           2,847,000           2,734,799
                                                      ============        ============        ============        ============

</TABLE>



            See Notes to Unaudited Consolidated Financial Statements

                                      - 4 -

<PAGE>



                      NUTRITION MANAGEMENT SERVICES COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                              Nine Months Ended
                                                                                                  March 31,

                                                                                         2000                   1999
                                                                                         ----                   ----

<S>                                                                                <C>                    <C>
Operating activities:
Net loss                                                                           $   (35,103)           $   (71,314)
Adjustments to reconcile net loss to net cash provided by(used in)
operating activities:
     Depreciation and amortization                                                     536,257                500,376
     Provision for bad debts                                                           320,000                265,534
     Amortization of deferred gain                                                     (19,773)                65,925
     Amortization of bond costs                                                         10,924                 10,924
Changes in assets and liabilities:
     Accounts receivable                                                             1,707,364             (2,994,763)
     Unbilled revenue                                                                 (219,380)                51,515
     Inventory and other                                                               (92,351)              (171,733)
     Accounts payable                                                               (1,016,219)             1,099,464
     Accrued expenses                                                                  356,803                (15,803)
     Accrued payroll and related expenses                                             (216,856)               113,257
     Accrued professional                                                              (95,955)              (173,852)
     Accrued incomes taxes                                                              (2,232)                (5,092)
     Other                                                                              95,587                 45,261
                                                                                   -----------            -----------
Net cash provided by (used in) operating activities                                  1,329,066             (1,280,301)
                                                                                   -----------            -----------

Investing activities:
     Repayment (Advances) to officers                                                   52,553                (23,248)
     Transfer restricted cash to/(from) cash                                              --                  895,539
     Purchase of property and equipment                                               (289,012)              (244,991)
     Deferred costs and other assets                                                    13,751                 (7,715)
                                                                                   -----------            -----------
Net cash provided from/ (used in) investing activities                                (222,708)               619,585
                                                                                   -----------            -----------

Financing activities:
     Repayments of long-term debt                                                     (283,449)              (199,310)
     Proceeds from line of credit                                                         --                  772,500
     Proceeds from term note                                                           225,000                   --
     Purchase of treasury stock                                                           --                  (15,000)
Net cash provided by/(used in) financing activities                                    (58,449)               558,190
                                                                                   -----------            -----------
     Net increase(decrease) in cash                                                  1,047,909               (102,526)
                                                                                   -----------            -----------
Cash and cash equivalents - beginning of period                                         43,282                131,517
                                                                                   -----------            -----------
Cash and cash equivalents - end of period                                          $ 1,091,191            $    28,991
                                                                                   -----------            -----------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
     Interest                                                                      $   439,932            $   347,251
     Income taxes                                                                  $    60,323            $   143,629
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements

                                      - 5 -

<PAGE>



                      NUTRITION MANAGEMENT SERVICES COMPANY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2000


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,
                 2000.  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, 2000
                 and 1999.  Stock  options and warrants did not impact  earnings
                 per share each period as they were anti-dilutive.

3.               Litigation

                 In the normal course of its business, 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 -
<PAGE>

           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, 2000 were  $9,964,677,
an  increase of $252,773  or 2.6%  compared  to revenues of  $9,711,904  for the
corresponding  quarter last year. Revenues for the nine month period ended March
31, 2000 were  $29,855,588,  an increase of  $1,032,075  or 3.6% compared to the
corresponding  period in 1999.  The  increases  are a result  of new  contracts,
growth  within  existing  contracts,  offset by  contracts  canceled  during the
period.

         Costs of operations for the current quarter were  $7,938,299,  compared
to $8,036,597  for similar  expenses in the same period last year, a decrease of
$98,298 or 1.2%.  This  decrease  is due to a  reduction  in payroll and related
expenses.  For the nine month period ended March 31,  2000,  cost of  operations
were  $23,916,080,  compared to  $23,756,106  for the same period last year,  an
increase of $159,974 or 0.7% compared to the corresponding  period in 1999. This
increase in cost of  operations  is due  primarily to an increase in the cost of
food and supplies.

                  Gross  Profit for the  quarter  was  $2,026,378,  compared  to
$1,675,307 for the same period last year, an increase of $351,071 or 21.0%. As a
percentage of revenue,  gross profit  increased from 17.25% in 1999 to 20.34% in
2000. For the nine month period ended March 31, 2000 gross profit was $5,939,508
versus  $5,067,407  for the same  period  last year,  an increase of $872,101 or
17.2%.  These  increases  in gross  profit are due to revenues  increasing  at a
greater percentage than direct expenses.

                 General  and  administrative  expenses  for  the  quarter  were
$1,473,437  or 14.8% of revenue,  compared to $1,338,737 or 13.8% of revenue for
the same  quarter  last year.  For the nine month  period  ended  March 31, 2000
general  and  administrative  expenses  were  $4,649,361  or 15.6% of revenue as
compared to $4,082,993 or 14.2% of revenue for the same period last year.  These
increases  were the result of an  increase  in  overhead  and  additional  costs
incurred to support operations.

                 Interest  expense for the three-month  period totaled  $155,616
compared to $109,508  for the same period last year.  For the nine month  period
ended March 31,  2000,  interest  expense was  $445,202  versus  $347,251 in the
corresponding  period in 1999. The increase in interest  expense is attributable
to increased short-term borrowings for working capital purposes.

                 Net income after taxes for the quarter ended March 31, 2000 was
$111,119 compared to $8,542 for the corresponding quarter last year, an increase
of 1201%. Net income per share for the current quarter was $0.04 compared to net
income per share of $0.00 for the corresponding  quarter last year. The increase
in current quarter net income and earnings per share are primarily the result of
the  gross   profit   increasing   at  a  greater  rate  than  the  general  and
administrative expenses for the current quarter.

                                      - 7 -
<PAGE>

                 Net loss for the nine month period was $35,103  versus  $71,314
for the corresponding period last year. Net loss per share was $0.01 compared to
$0.03 for the same period last year. The decrease in current period net loss and
loss per share are  primarily  the result of the gross  profit  increasing  at a
greater  rate than the  general  and  administrative  expenses  for the  current
quarter.


Liquidity and Capital Resources

                 At  March  31,  2000,  the  Company  had  working   capital  of
$3,151,530.

                 Operating Activities.  Cash provided by operations for the nine
month period ended March 31, 2000 was $1,329,066  compared to $1,280,301 used by
operations  for the nine  months  ended March 31,  1999.  A decrease in accounts
receivable of $1,707,364  partially  offset by a decrease in accounts payable of
$1,016,219 was primarily responsible for the current period's activity.

                 Investing Activities. Investing activities consumed $222,708 in
cash in the current  period  compared  to $619,585 in cash  provided in the same
period last year. The current period's use of cash is primarily  associated with
the purchase of property and equipment.  During the prior year period,  $895,539
in restricted cash related to  reimbursement  for equipment  purchased under the
terms  of an  Industrial  Development  Bond  was  transferred  to the  Company's
operating accounts.

                 Financing  Activities.   Current  period  financing  activities
consumed  $58,449 in cash compared to $558,190  provided in the same period last
year. Repayment of long term debt consumed approximately $283,449 in cash during
the current period.  The Company also received  proceeds of $225,000 in the form
of a term note from its existing bank.

                 Capital  Resources.  The Company has certain credit  facilities
with its bank for a total of  $7,236,551,  including  a line of  credit,  a term
note,  and two industrial  revenue bond issues.  The Company is current with all
its obligations to its Bank and on its bonds and has met all financial covenants
in its loan documents except those that were specifically waived by the bank.

                 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.


                                      - 8 -


<PAGE>

NASDAQ Notification

On June 23, 1999,  the NASDAQ Small Cap Market  ("NASDAQ")  notified the Company
that it's shares of Class A common stock ("Class A Common Stock"),  traded under
the symbol NMSCA,  were  delisted from the NASDAQ Small Cap market.  This action
was taken as a result  of the  Company's  failure  to meet the  market  value of
public float requirement in Marketplace Rule 4310 (c) (07) and 4310 (c) (4).

Upon  delisting,  the securities of the Company  immediately  became eligible to
trade on the OTC Bulletin  Board.  Now that the Class A Common Stock is delisted
from NASDAQ, it is a penny stock. Securities and Exchange Commission regulations
generally  define a penny stock to be an equity  security  that is not listed on
NASDAQ or a national  securities  exchange  and that has a market  price of less
than $5.00 per share,  subject to certain  exceptions.  The  regulations  of the
Securities  and  Exchange  Commission  require  broker-dealers  to  deliver to a
purchaser of the Company's Class A Common stock a disclosure schedule explaining
the penny stock market and the risks  associated with it. Various sales practice
requirements are also imposed on broker-dealers who sell penny stocks to persons
other  than   established   customers  and   accredited   investors   (generally
institutions).  In  addition,  broker-dealers  must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation to the
broker-dealer  and  its  salesperson  in the  transaction  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.

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.



                                      - 9 -

<PAGE>



                           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   None

Item 5.         Other Information                                     None

Item 6.         Exhibits and Reports on Form 8-K

                (a)  Exhibits                                         Exhibit 27

                (b)  Reports on Form 8-K                              None






                                     - 10 -

<PAGE>

                                   SIGNATURES


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



                                   Nutrition Management Services Company

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



Date:  May 14, 2000