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, 1997

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

2,789,569  shares of Registrant's  Class A Common Stock,  without par value, and
100,000  shares of  Registrant's  Class B Common Stock,  without par value,  are
outstanding as of May 14, 1997.


<PAGE>
                                      INDEX




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


          Consolidated Balance Sheets as of
          March 31, 1997 and June 30, 1996                              2 - 3

          Consolidated Statements of Operations for the
          Three and Nine Months Ended March 31, 1997 and 1996               4

          Consolidated Statements of Cash Flows for the
          Nine Months Ended March 31, 1997 and 1996                         5

          Notes to Financial Statements                                 6 - 7

          Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                    8 - 10

Part II. Other Information                                                 11
         -----------------
Signatures                                                                 12


<PAGE>
                     NUTRITION MANAGEMENT SERVICES COMPANY
                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                                                         March 31,        June 30,
                                                                           1997             1996
                                                                        (unaudited)       --------
                                                                        -----------
Current assets:

<S>                                                                   <C>          <C>        
         Cash and cash equivalents                                    $ 3,784,705  $ 3,026,607
         Accounts receivable, less allowance for doubtful
                  accounts of $486,428 and $362,065, respectively       5,817,754    5,863,105
         Unbilled revenue                                                 340,152      273,132
         Notes and lease receivable                                       157,953      823,602
         Advances to employees                                            266,655      257,415
         Deferred income taxes                                            544,183      387,183
         Prepaid expenses                                                 349,953       32,371
         Inventory and Other                                              170,520      374,850
                                                                      -----------  -----------
Total current assets                                                   11,431,875   11,038,265

Property and equipment, net of accumulated
         depreciation of $888,949 and $663,250, respectively            6,373,915    4,450,309

Other assets:
         Restricted cash                                                  146,827      146,827
         Long-term accounts receivable, net of allowance
         for doubtful accounts of $57,509 and $57,509, respectively        50,815       50,815
         Deferred income taxes                                            200,000      112,000
         Investment in contracts, net of accumulated
         amortization of $1,193,237 and $937,263, respectively            513,252      769,226
         Lease receivable                                                 197,440      289,882
         Advances to employees                                               --          5,000
         Deferred costs and other                                          85,172      100,028
                                                                      -----------  -----------

Total assets                                                          $18,999,296  $16,962,352
                                                                      ===========  ===========
</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,
                                                                                1997          1996
                                                                             (unaudited)     ---------
                                                                             -----------
Current liabilities:
<S>                                                                        <C>            <C>         
         Accounts payable                                                  $  4,262,404   $  5,042,025
         Accrued expenses                                                       612,262        397,054
         Accrued payroll and related expenses                                   466,409        471,806
         Current portion of long-term debt                                      837,421        896,667
         Accrued income taxes                                                   257,585         45,063
         Other                                                                  473,722        349,013
                                                                           ------------   ------------
Total current liabilities                                                     6,909,803      7,201,628


Long-term debt, net of current portion                                        5,206,509      3,267,808
Other                                                                           207,932        262,824

Commitments and Contingencies                                                      --             --

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;
                  3,012,500 issued, 2,796,069 and 2,810,569
                  shares outstanding, respectively                            3,826,926      3,826,926
                  Class B - no par, 100,000 shares authorized,
                  issued and outstanding                                             48             48
         Retained earnings                                                    3,308,426      2,838,934
                                                                           ------------   ------------
                                                                              7,135,400      6,665,908
         Less: Treasury stock (Class A common: 216,431 and 201,931
                  shares, respectively) - at cost                              (460,348)      (435,816)
                                                                           ------------   ------------
Total stockholders' equity                                                    6,675,052      6,230,092
                                                                           ------------   ------------

Total liabilities and stockholders' equity                                 $ 18,999,296   $ 16,962,352
                                                                           ============   ============
</TABLE>



            See Notes to Unaudited Consolidated Financial Statements.

                                       3

<PAGE>

                     NUTRITION MANAGEMENT SERVICES COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS

 
<TABLE>
<CAPTION>
                                                             Three months ended                 Nine months ended
                                                                 March 31,                          March 31,
                                                           1997              1996             1997              1996
                                                           ----              ----             ----              ----


<S>                                                 <C>                <C>                <C>                <C>         
Revenues                                            $  8,947,786       $  8,728,220       $ 25,928,468       $ 26,825,367

Operating costs and expenses:
    Cost of services provided                          7,168,056          7,068,933         20,979,111         21,818,654
    General and administrative expenses                1,490,500          1,505,208          4,096,489          4,815,740
                                                     -----------        -----------        -----------        -----------

Income from operations                                   289,230            154,079            852,868            190,973

Other income:
    Other income                                          70,731             92,119            210,912            284,622
    Interest expense                                     (57,833)           (85,202)          (204,543)          (213,326)
                                                     -----------        -----------        -----------        -----------

Income before income taxes     
                                                         302,128            160,996            859,237            262,269
Provision for income taxes                               131,554             75,012            389,745            118,095
                                                     -----------        -----------        -----------        -----------

Net income                                          $    170,574       $     85,984       $    469,492       $    144,174
                                                     ===========        ===========        ===========        ===========

Earnings per common share                           $       0.06       $       0.03       $       0.16       $       0.05
                                                     ===========        ===========        ===========        ===========

Weighted average shares outstanding                    2,934,377          2,975,000          2,941,525          2,975,000
                                                     ===========        ===========        ===========        ===========
</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,
                                                                   1997             1996
                                                                   ----             ----
  
Operating activities:
<S>                                                             <C>            <C>      
Net income                                                     $   469,492   $   144,174
Adjustments to reconcile net income to net
         cash provided by/(used in) operating activities:
         Depreciation and amortization                             481,673       470,636
         Deferred income taxes                                    (157,000)     (127,000)
         Provision for doubtful accounts                            90,000       110,000
         Gain on sale of assets                                       --         (19,773)
         Amortization of unearned interest income                  (20,833)      (34,348)
Changes in assets and liabilities:
         Accounts receivable                                       (44,649)   (1,145,347)
         Inventory                                                  51,763        38,146
         Prepaid expenses                                         (317,582)        6,101
         Accrued income receivable                                 (67,020)      246,101
         Deferred costs                                            167,423          --
         Notes receivable                                          665,649       192,025
         Accounts payable                                         (779,621)      685,519
         Accrued expenses                                          215,208       136,291
         Accrued/prepaid income taxes                              124,522        14,298
         Other                                                     119,312       (69,971)
                                                               -----------   -----------
         Total adjustments                                         528,845       502,678
                                                               -----------   -----------
Net cash provided by/(used in) operating activities                998,337       646,852
                                                               -----------   -----------

Investing activities:
Proceeds from sale of marketable securities                           --       2,970,099
Advances to employees and officers                                  (4,240)      (97,682)
Repayments - mortgage to related party                                --          55,577
Deferred costs                                                        --         255,140
Payment of lease receivable                                        113,275       118,465
Security deposits                                                     --          16,093
Purchase of property and equipment                              (2,149,305)   (1,045,015)
                                                               -----------   -----------
Net cash (used in)/provided by investing activities             (2,040,270)    2,272,677
                                                               -----------   -----------

Financing activities:
Proceeds of long-term debt                                       2,551,956       125,000
Repayments of long-term debt                                      (672,501)     (672,500)
Other                                                              (79,424)      107,692
                                                               -----------   -----------
Net cash provided by/(used in) financing activities              1,800,031      (439,808)
                                                               -----------   -----------

         Net increase (decrease) in cash and cash equivalents      758,098     2,479,721

Cash and cash equivalents at begin-
         ning of period                                          3,026,607     1,444,558
                                                               -----------   -----------
Cash and cash equivalents at end
         of period                                             $ 3,784,705   $ 3,924,279
                                                               ===========   ===========

Supplemental cash flow information:
         Interest paid  (Net of amounts capitalized)           $   164,986   $   318,626
         Income taxes paid                                     $   423,471   $   279,089
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements.

                                       5
<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997


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  which, 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 which may be expected for the entire fiscal year
     ending June 30, 1997. The financial information presented should be read in
     conjunction with the Company's financial  statements which 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,  1997.  Shares  issued in  connection  with the
     employee  stock  purchase plan were  included as common stock  equivalents.
     Stock  options did not impact  earnings per share each quarter as they were
     anti-dilutive.

3.   New Financing and Credit Facilities

     On  December  26,  1996,  the  Company  completed  a  $7,500,000  financing
     arrangement  with  its  primary  bank,  CoreStates  Financial  Corporation.
     Included in these arrangements was a $4,000,000  unsecured 3-year revolving
     credit  facility  which can be used for  general  corporate  purposes,  and
     $3,500,000  in standby  letters of credit  which were used to  guarantee  a
     $2,500,000  taxable,  20-year  Industrial  Revenue Bond  financing  for the
     Company's  subsidiary,  the Collegeville Inn Conference and Training Center
     and a $1,000,000 tax-exempt,  20-year Industrial Revenue Bond financing for
     the  Company's  subsidiary,  Apple Fresh Foods  Limited.  The new revolving
     credit replaced a $2,900,000 line of credit.  The Bonds were issued through
     the  Montgomery  County  (PA)  Industrial  Development  Authority.  The net
     proceeds  of the  Collegeville  financing  were  designated  for payment of
     construction  expenditures  of  that  facility,  part  of  which  had  been
     previously  funded by the Company and for which the Company was reimbursed.
     The net proceeds of the Apple Fresh Foods financing were designated for the
     purchase of cook chill food preparation equipment. Until that equipment has
     been  delivered to that  subsidiary,  part of the proceeds  will be held in
     escrow by the Trustee.

4.   Redeemable Warrants

     In  connection  with the public  offering on January 29,  1992,  there were
     warrants  outstanding to purchase 1,150,000 shares of the Company's Class A
     Common Stock.  Effective  February 28, 1992, each registered warrant holder
     was entitled to purchase from the Company one share of Class A Common Stock
     of the Company at the exercise  price of $6.00 (120% of the initial  public
     offering price of a Unit) per share. These unexercised  warrants expired on
     January 29, 1997.


                                       6
<PAGE>
5.   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  affect on the  Company's
     financial position, results of operations or cash flows.


                                        7
<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, 1997  increased by $219,566 or
2.5% to  $8,947,786,  compared to revenues of  $8,728,220  in the  corresponding
quarter last year.  Revenues for the nine month period ended March 31, 1997 were
$25,928,468,  a decrease of 3.3% compared to the  corresponding  period in 1996.
These decreases are the result of three accounts being sold to a  non-contracted
nursing home chain,  the loss of an account at the end of the first quarter last
year, and another at the end of the first quarter this year.

         Gross Profit  amounted to $4,949,357  or 19.1% of revenues  through the
first nine months of the current  fiscal year,  compared to  $5,006,713 or 18.7%
for the same period last year.

         General and administrative  expenses for the current quarter were 16.7%
of  revenue,  compared  to 17.2% of revenue for the same  quarter  last year,  a
decrease  of $14,708.  For the nine month  period,  general  and  administrative
expenses were 15.8% of revenue, compared to 18.0% for the same period last year.
The  expense  reductions  realized  this  year  are the  result  of last  year's
increased  expenses  associated with the start-up of two major customers and the
installation of a company-wide computer network.

         Other  income  (expense)  for the three month  period totaled  $12,898
compared  to $6,917 for the same period  last year.  For the nine  months  ended
March  31,1997,  other income  (expense) was $6,369  compared to $71,296 for the
corresponding  period  last  year.  The  nine  month  period  includes  interest
capitalization   of  $102,423  related  to  the  capital   expenditures  at  the
Collegeville Inn & Conference Center.

         Net  income  after  taxes for the  quarter  ended  March  31,  1997 was
$170,574 compared to $85,984 for the corresponding  quarter last year.  Earnings
per share for the current  quarter  were $0.06 as compared to $0.03 for the same
quarter last year.  For the nine month  period ended March 31, 1997,  net income
was  $469,492  or $0.16 per share as compared to $144,174 or $0.05 per share for
the corresponding period last year. The improvement in net income was the result
of the $719,251  reduction in general and  administrative  expenses  through the
first nine months as  compared  to the same  period  last year,  which more than
off-set the lower gross profit of $57,356 due to the reduced revenues.





                                        8
<PAGE>
Liquidity and Capital Resources

         At March 31, 1997, the Company had working capital of $4,522,072.

         Operating Activities.  Cash generated by operations for the nine months
ended March 31, 1997 was  $998,337  compared  to $646,852 in cash  generated  by
operations  for the nine  months  ended  March 31,  1996.  The  primary  factors
affecting the $998,337 in cash provided in this  category  were:  (1) net income
(plus  depreciation and amortization) of $951,165,  (2) pay-off of $639,910 note
from  Meritcare  Ventures  Inc.,  and  (3)  reduction  in  accounts  payable  of
($779,621).

         Investing  Activities.  Investing  activities  during the current  nine
month period  consumed  $2,040,270 in cash  compared to  $2,272,677  provided by
similar  activities in the same period last year.  Investing  activities for the
current period included capital  expenditures of $2,111,284 for the Collegeville
Inn & Conference  Center.  The prior year's activity provided cash of $2,970,099
from  the  sale  of  marketable   securities,   partially   off-set  by  capital
expenditures of $1,163,119 at the Collegeville Inn & Conference Center.

         Financing  Activities.  During the nine months  ended  March 31,  1997,
financing  activities  generated $1,800,031 in cash compared to $439,808 in cash
consumed by similar  activities in the same period last year.  New Financing and
Credit  Facilities  (see Note #3 on Page 6) arranged with the Company's  primary
bank, CoreStates Financial  Corporation,  was responsible for $2,551,956 of this
activity off-set by repayments of $672,501 in long term debt.


         Capital  Resources.  The Company has certain credit facilities with its
bank including a line of credit and three term loans.  As of March 31, 1997, the
Company had $1,470,447  available on its line of credit.  The Company is current
with all its obligations to its Bank and has met all financial  covenants in its
loan documents.

         A substantial  portion of the Company's revenues are dependent upon the
payment of its fees by  customer  healthcare  facilities,  which,  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 (aside
from the Collegeville  Inn & Conference  Center) and believes that its cash from
operations,  existing  balances,  and available credit line are adequate for the
next  twelve  months  to  satisfy  the needs of its  operations  and to fund its
continued growth.  However,  if the need arose, the Company would seek to obtain
capital from such sources as continuing debt financing or equity financing.



                                       9

<PAGE>
Forward Looking Statements

This Form 10-Q contains certain 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, which 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.




                                       10
<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)   Exhibit 27

            (b)   Reports on Form 8-K                              None


                                       11
<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 (Principal Accounting Officer)










Date:  May 14, 1997



                                       12