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, 1999

                                       or
[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE  SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from ______________ to _______________

                         Commission File Number 0-19824

                      NUTRITION MANAGEMENT SERVICES COMPANY
             (Exact name of registrant as specified in its charter)

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

   BOX 725, KIMBERTON ROAD, KIMBERTON, PA                     19442
--------------------------------------------------------------------------------
  (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code    (610) 935-2050
                                                   -----------------

                                      N/A
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if change since last report.

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

2,727,734  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 17, 1999.


<PAGE>
                                TABLE OF CONTENTS


Part I.    FINANCIAL INFORMATION                                       PAGE NO.

           Consolidated Balance Sheets of
           March 31, 1999 (unaudited) and June 30, 1998                 2 - 3

           Consolidated Statements of Operations for the Three and
           Nine Months Ended March 31, 1999 (unaudited) and
           1998 (unaudited)                                                 4

           Consolidated Statements of Cash Flows for the
           Nine Months Ended March 31, 1999 (unaudited)
           and 1998 (unaudited)                                             5

           Notes to Financial Statements                                    6

           Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                     7 -10

Part II.   Other Information                                                11

           Signatures                                                       12


                                      - 1 -
<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                                            March 31,           June 30,
                                                                             1999                 1998
                                                                             ----                 ----
                                                                          (unaudited)
Current assets:
<S>                                                                      <C>                 <C>
   Cash and cash equivalents                                             $   28,991          $  131,517
   Accounts receivable, net of allowance for doubtful
      accounts of $967,940 and $702,406, respectively.                    8,394,968           5,665,739
   Unbilled  revenue                                                        150,435             201,950
   Deferred income taxes                                                    469,797             469,797
   Inventory                                                                393,239             336,380
   Prepaid expenses                                                         114,874                  --
                                                                         ----------          ----------
Total current assets                                                      9,552,304           6,805,383
                                                                         ----------          ----------

Property and equipment, net                                              10,131,390          10,386,775
                                                                         ----------          ----------

Other assets:
   Restricted cash                                                          11,299              906,838
   Advances to officers                                                    312,871              289,623
   Investment in contracts, net of accumulated amortization of
    $1,696,784 and $1,630,859, respectively.                                24,705               90,630
   Deferred income taxes                                                   453,209              453,209
   Bond issue costs                                                        257,336              268,260
   Deferred costs and other assets                                          17,837               10,122
                                                                        ----------           ----------
   Total other assets                                                    1,077,257            2,018,682
                                                                       -----------          -----------

Total assets                                                           $20,760,951          $19,210,840 
                                                                       ===========          ===========
</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,
                                                                                   1999         1998
                                                                                   ----         ----
                                                                                (unaudited)
Current liabilities:                                                            
<S>                                                                             <C>           <C>
     Accounts payable                                                           $6,084,268    $ 4,984,804
     Accrued expenses                                                              411,871        601,526
     Accrued payroll and related expenses                                          553,613        440,356
     Current portion of long-term debt                                             110,000        407,311
     Other                                                                         248,876        157,632
                                                                                ----------    -----------
Total current liabilities                                                        7,408,628      6,591,629
                                                                                ----------    -----------


Long-term debt, net of current portion                                           6,487,053      5,616,552
Other                                                                               75,489        126,564
                                                                                ----------    -----------
Total long-term liabilities                                                      6,562,542      5,743,116
                                                                                ----------    -----------


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

     Common stock:
     Class A - no par, 10,000,000 shares authorized; 3,000,000 and               
       3,000,000 issued, 2,727,734 and  2,742,734 outstanding, respectively.     3,801,926      3,801,926
     Class B - no par, 100,000 shares authorized, issued and outstanding.               48             48
     Retained earnings                                                           3,528,718      3,600,032
                                                                                ----------     ----------
                                                                                 7,330,692      7,402,006

     Less:  treasury stock (Class A common: 272,266 and 257,266                   
       shares, respectively) - at cost                                            (540,911)      (525,911)
Total stockholders' equity                                                       6,789,781      6,876,095
                                                                               -----------    -----------
Total liabilities and stockholders' equity                                     $20,760,951    $19,210,840
                                                                               ===========    ===========
</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,
                                                       1999             1998                1999                 1998
                                                       ----             ----                ----                 ----

<S>                                                 <C>              <C>                <C>                  <C>
Food service revenue                                $9,711,904       $8,850,579         $28,823,513          $27,400,357

Cost of operations
     Payroll and related expenses                    3,851,386        3,844,528          11,511,377           11,765,621

     Other costs of operations                       4,185,211        3,273,373          12,244,729           10,444,765
                                                    ----------       ----------         -----------          -----------
          Cost of operations                         8,036,597        7,117,901          23,756,106           22,210,386
                                                    ----------       ----------         -----------          -----------
          Gross profit                               1,675,307        1,732,678           5,067,407            5,189,971
                                                    ----------       -----------        -----------          -----------

Expenses
     General and administrative                     1,338,737         1,534,235           4,082,993            3,996,916
     Depreciation and amortization                    152,629           317,495             500,376              703,726

     Provision for doubtful accounts                  140,000           (65,000)            265,534              235,041
                                                   ----------        -----------        -----------            ---------
          Expenses                                  1,631,366         1,786,730           4,848,903            4,935,683
                                                   ----------        ----------         -----------            ---------
          Income from operations                       43,941           (54,052)            218,504              254,288
                                                   ----------        ----------         -----------            ---------

Other income
     Other income                                      28,241            98,363              35,695              111,844

     Interest income                                   45,868            31,984              71,738              111,980
                                                                                                                 
     Interest (expense)                              (109,508)         (124,635)           (347,251)            (294,904)
                                                   ----------         ----------        -----------            ---------
          Other expense - net                         (35,399)            5,712            (239,818)             (71,080)
                                                   ----------         ----------        -----------            ---------

Income (loss) before income taxes                       8,542           (48,340)            (21,314)             183,208

Provision for income taxes                                 --           (84,303)             50,000               43,202
                                                   ----------         ---------         -----------            ---------

Net income (loss)                                  $    8,542         $  35,963         $   (71,314)           $ 140,006
                                                   ==========         =========         ===========            =========

Basic and diluted earnings                                                                
  (loss) per common share                          $      .00         $     .01              ($0.03)           $    0.05
                                                   ==========         =========         ===========            =========

Weighted average share outstanding                  2,727,734         2,847,892           2,734,799            2,847,892
                                                   ==========         =========         ===========            =========
</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,
                                                                                  1999                   1998
                                                                                  ----                   ----
Operating activities:
<S>                                                                          <C>                     <C>        
  Net income/(loss)                                                          ($   71,314)            $   140,006
  Adjustment to reconcile net income to net cash used in
   operating activities:
       Depreciation and amortization                                             500,376                 703,726
       Provision for doubtful accounts                                           265,534                 207,338
       Amortization of deferred gain                                              65,925                     --
       Amortization of bond costs                                                 10,924                     --
       Amortization of unearned interest income                                       --                 (28,882)
  Changes in assets and liabilities:
       Accounts receivable                                                    (2,994,763)                415,743
       Notes receivable                                                               --                 231,006
       Prepaid expenses                                                         (114,874)               (271,756)
       Deferred income taxes                                                          --                (288,993)
       Unbilled revenue                                                           51,515                      --
       Accrued income receivable                                                      --                 (41,676)
       Deferred costs                                                                 --                 414,313
       Inventory and other                                                       (56,859)                (74,520)  
       Accounts payable                                                        1,099,464                (259,109)
       Accrued legal and expenses                                               (189,655)                (84,830)
       Accrued payroll and taxes                                                 113,257                      -- 
       Accrued income taxes                                                       (5,092)               (113,479)
       Other                                                                      45,261                  50,208
                                                                             -----------             -----------
  Net cash provided by (used in) operating activities                         (1,280,301)                999,095
                                                                             -----------             -----------
  Investing activities:
  Deferred costs
  Advances to employees and officers                                              (7,715)                   --
  Payment of lease receivable                                                    (23,248)                  7,309
  Transfer restricted cash (to)/from cash                                           --                   157,952
  Acquisition of fixed assets                                                    895,539                    --
  Net cash (used in) investing activities                                       (244,991)             (2,871,154)
                                                                             -----------             -----------
                                                                                 619,585              (2,705,893)
                                                                             -----------             -----------
  Financing activities:
  Repayments of long term debt
  Advances from line of credit                                                  (199,310)               (818,254)
  Purchase of treasury stock                                                     772,500                    --
  Other                                                                          (15,000)                   --
  Net cash (used in) financing activities                                           --                  (193,401)
                                                                             -----------             -----------
       Net (decrease) in cash                                                    558,190              (1,011,655)
                                                                             -----------             -----------
  Cash and cash equivalents at beginning of period                              (102,526)             (2,718,453)
                                                                                 131,517               2,267,813
                                                                             -----------             -----------
  Cash and cash equivalents at end of period
                                                                             $    28,991             ($  450,640)
                                                                             ===========             ===========
  SUPPLEMENTAL CASH FLOW INFORMATION:
       Interest paid
       Income taxes paid                                                     $   347,251             $   386,296
                                                                             $   143,629             $   459,753
</TABLE>


            SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                      - 5 -

<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 1999


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, 1999.
         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-month and
         nine-month  periods  ending March 31, 1999 and 1998.  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.

         During  1998,  the  Company  adopted  the  provisions  of SFAS No. 128,
         EARNINGS PER SHARE, which eliminates primary and fully diluted earnings
         per share and requires  presentation of basic and diluted  earnings per
         share in  conjunction  with the disclosure of the  methodology  used in
         computing  such earnings per share.  Basic  earnings per share excludes
         dilution  and is  computed  by  dividing  income  available  to  common
         shareholders by the weighted average common shares  outstanding  during
         the period. Diluted earnings per share takes into account the potential
         dilution  that could occur if  securities  or other  contracts to issue
         common stock were exercised and converted into common stock.


                                      - 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 note thereto.

RESULTS OF OPERATIONS

         Revenues  for the  quarter  ended March 31,  1999 were  $9,711,904,  an
increase  of  $861,325  or  9.7%  compared  to  revenues  of  $8,850,579  in the
corresponding  quarter last year. Revenues for the nine month period ended March
31, 1999 were  $28,823,513  an increase of  $1,423,156  and 5.2% compared to the
corresponding  period in 1998.  The  increases are a result of new contracts and
revenues from the Company's Collegeville Inn Training & Conference Center, which
opened on September 14, 1997.

         Cost of  operations  provided for the current  quarter was  $8,036,597,
compared to  $7,117,901  for similar  expenses in the same period last year,  an
increase of $918,696 or 12.9%.  For the nine month  period ended March 31, 1999,
cost of operations  provided were  $23,756,106,  compared to $22,210,386 for the
same  period  last year,  an  increase  of  $1,545,720  or 7.0%  compared to the
corresponding  period in 1998. These increases in costs of services provided are
due to increased revenues during the same period.

         Gross Profit for the quarter was $1,675,307,  compared to $1,732,678, a
decrease of $57,371 or 3.3%. As a percentage of revenue,  gross profit decreased
from 19.7% in 1998 to 17.2% in 1999. This increase is due to costs increasing at
a greater  percentage  than revenue.  For the nine-month  period ended March 31,
1999, gross profit was $5,067,407 versus $5,189,971 a decrease of $122,564.

         General  and  administrative  expenses  for the  quarter  were 16.8% of
revenue, compared to 20.1% of revenue for the same quarter last year, a decrease
of $155,364. The decrease is the result of decreases in professional services.

         Interest expense for the three-month  period totaled $109,508  compared
to $124,635 for the same period last year. For the nine-month period ended March
31, 1999,  interest  expense was $347,251 versus  $294,904 in the  corresponding
period in 1998. The decreases in quarterly  interest  expense is attributable to
reaching maturity dates for certain notes payable.

         Net income after taxes for the quarter  ended March 31, 1999 was $8,542
compared to $35,963 for the corresponding  quarter last year. Earnings per share
for the current  quarter was $0.00  compared to earnings  per share of $0.01 for
the same quarter last year.

                                      - 7 -
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 1999 the Company had working capital of $2,143,676.

         OPERATING ACTIVITIES. Cash used in operations for the nine months ended
March 31, 1999 was  $1,280,301  compared to $999,095  provided by operations for
the nine months  ended March 31,  1998.  An increase in accounts  receivable  of
$2,994,763  and an increase in accounts  payable of  $1,099,464  were  primarily
responsible for the current quarter's activity.

         INVESTING ACTIVITIES. Investing activities provided $619,585 in cash in
the current  quarter  compared to $2,705,893 in cash consumed in the same period
last  year.   During  the  quarter   $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. Prior year
investing  activities included $2,189,427 in purchases of property and equipment
at the Collegeville Inn & Conference Center.

         FINANCING  ACTIVITIES.  Current quarter financing  activities  provided
$558,190 in cash  compared  to $1,011,655 consumed in the same period last year.
Repayment of long term debt consumed  approximately  $199,310 in cash during the
current  period.  The  Company  also  received  working  capital  line of credit
advances of $772,500 during the current period.

         CAPITAL  RESOURCES.  The Company has certain credit facilities with its
bank  including  a line of credit and three term loans.  The Company  issued two
series of Industrial  Development Bonds totaling $3,560,548 in December 1996. As
of March 31, 1999, the Company has approximately  $700,000 available on its line
of credit.  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 is cash
from operations, existing balances, and available credit facilities are adequate
for the  foreseeable  future to satisfy the needs of its  operations and to fund
continued growth.

YEAR 2000 COMPLIANCE

The Company is aware of the issues  related to the Year 2000 that are associated
with the programming code in existing computer systems.  The "Year 2000 problem"
may affect  every  computer  operation to varying  degrees.  Systems that do not
properly recognize the Year 2000 could generate erroneous data or cause a system
to fail.  Management is in the process of working with  technical  support staff
and  software  vendors to affirm that the Company is prepared for the Year 2000.
Management does not

                                      - 8 -

<PAGE>

anticipate  that the Company  will incur  significant  operating  expenses or be
required to invest  heavily in  computer  systems  improvements  to be Year 2000
compliant.  However,  significant  uncertainty  exists  concerning the potential
costs  and  effects  associated  with any Year  2000  compliance.  Any Year 2000
compliance  problem of either  the  Company or its  customers  could  materially
adversely affect the Company's business,  operating results, financial condition
and prospects.

NASDAQ NOTIFICATION

The  Nasdaq  Stock  Market  has  notified  the  Company  that the  Company is in
violation of its  requirement  of  maintaining as a minimum of $1,000,000 of the
market value of the public float.  The Company had been advised that as a result
of this  failure,  its Common  Stock  could be  delisted  from the Nasdaq  Stock
Market. In addition, the Nasdaq Stock Market has notified the Company that it is
in violation of a requirement that a listing company must maintain a closing bid
price greater than or equal to $1.00.  The Company has been provided ninety (90)
calendar days in which to regain compliance with the minimum bid requirement and
maintain its listing of common stock (NMSCA) on The Nasdaq SmallCap  Market.  On
April  29,  1999,  the  Company  attended  a  hearing  with  Nasdaq  to stay the
delisting. No decision has been rendered at the time of this filing.

If the Common Stock is delisted from the Nasdaq Stock Market,  trading,  if any,
therein would be conducted on the OTC Bulletin  Board and the Common Stock would
be considered a penny stock.  SEC regulations  generally define a penny stock to
be an  equity  security  that is not  listed  on The  Nasdaq  Stock  Market 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 Exchange
Commission  would  require  broker-dealers  to deliver to a purchaser  of 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  of  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. If the Common Stock is traded on the
OTC Bulletin Board and becomes  subject to the  regulations  applicable to penny
stocks,  investors  may find it more  difficult  to obtain  timely and  accurate
quotes and execute trades in the Common Stock.


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

                                      -9-

<PAGE>

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)  Exhibits                                            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





Date:  March 17, 1999

                                     - 12 -