UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549




                                    FORM 10-Q

(Mark one)
/ X /    QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934


         For the quarterly period ended December 31, 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 of                    (I.R.S. Employer
  incorporation or organization)                      Identification No.)

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

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

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

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

2,747,000  Shares of Registrant's  Class A Common Stock,  with no par value, and
100,000  shares of  Registrant's  Class B Common Stock,  with no par value,  are
outstanding as of February 14, 2000.



<PAGE>

                                TABLE OF CONTENTS


Part I.        Financial Information                                    Page No.

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

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

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

               Notes to Financial Statements                                  6

               Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                  7 - 8

Part II.       Other Information                                             10

               Signatures                                                    11


                                      - 1 -


<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>

                                                                     December 31,       June 30,
                                                                        1999             1999
                                                                        ----             ----
                                                                     (unaudited)
Current assets:
<S>                                                                 <C>             <C>
   Cash and cash equivalents                                        $   998,233      $    43,282
   Accounts receivable, net of allowance for doubtful
   accounts of $879,522  and $637,900, respectively                   7,284,729        8,214,229
   Unbilled  revenue                                                    668,960          435,663
   Deferred income taxes                                                492,666          492,666
   Inventory and other                                                  866,034          785,943
                                                                        -------      -----------
Total current assets                                                 10,310,622        9,971,783
                                                                     ----------      -----------

Property and equipment, net                                           9,725,408        9,912,797
                                                                      ---------        ---------
Construction in Progress                                                 12,810           12,810
                                                                      ---------        ---------
Other assets:
   Advances to officers                                                 304,371          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                                                     246,411          253,694
   Deferred costs and other assets                                       80,057           29,772
                                                                    -----------     ------------
Total other assets                                                    1,035,154        1,047,005
                                                                    -----------     ------------
                                                                    $21,083,994     $ 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>

                                                                               December 31,            June 30,
                                                                                    1999                  1999
                                                                                    ----                  ----
                                                                                (unaudited)

Current liabilities:
<S>                                                                              <C>                   <C>
     Accounts payable                                                            $5,839,639            $ 5,476,019
     Accrued expenses                                                               353,853                414,205
     Accrued payroll and related expenses                                           301,703                458,370
     Accrued professional                                                           167,831                155,937
     Accrued income taxes                                                            35,378                 13,992
     Current portion of long-term debt                                              203,333                110,000
     Other                                                                          343,000                338,878
                                                                                 ----------            -----------
Total current liabilities                                                         7,244,737              6,967,401
                                                                                 ----------            -----------
Long-Term liabilities:
     Long-term debt, net of current portion                                       7,206,667              7,185,000
     Other                                                                           39,596                 52,778
                                                                                 ----------            -----------
Total long-term liabilities                                                       7,246,263              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
             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                                                            3,290,583              3,436,805
                                                                                  ---------             ----------
                                                                                  7,092,557              7,238,779

Less:  treasury stock (Class A common: 253,000 shares) - at cost                   (499,563)              (499,563)
                                                                                 ----------              ---------
                                                                                  6,592,994              6,739,216
                                                                                -----------              ---------
Total stockholders' equity                                                      $21,083,994            $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                          Six months ended
                                                           December 31,                                December 31,
                                                         1999            1998                   1999             1998

<S>                                                    <C>               <C>                    <C>             <C>
Food Service Revenue                                   $10,108,393       $9,996,543             $19,890,911     $19,111,609

Cost of operations
     Payroll and related expenses                        3,793,690        3,756,574               7,818,630       7,659,991
     Other costs of operations                           4,156,828        4,389,645               8,159,151       8,059,518
                                                       -----------       ----------             -----------      ----------
          Cost of operations                             7,950,518        8,146,219              15,977,781      15,719,509
                                                       -----------       ----------             -----------      ----------
Gross profit                                             2,157,875        1,850,324               3,913,130       3,392,100
                                                       -----------       ----------             -----------      ----------

Expenses
     General and administrative expenses                 1,589,243        1,399,793               3,175,924       2,749,790
     Depreciation and amortization                         198,113          176,776                 403,376         347,747
     Provision for doubtful accounts                       120,000           60,000                 200,000         120,000
                                                       -----------       ----------             -----------      ----------
        Expenses                                         1,907,356        1,636,569               3,779,300       3,217,537
                                                       -----------       ----------             -----------      ----------
Income from operations                                     250,519          213,755                 133,830         174,563
                                                       -----------       ----------             -----------      ----------
Other income (expense)
     Other                                                  (7,354)           6,130                  15,410           7,454
     Interest income                                        21,161           12,989                  40,074          25,870
     Interest expense                                     (151,156)        (132,947)               (289,586)       (237,743)
                                                       -----------       ----------             -----------      ----------
          Other income (expense) - net                    (137,349)        (113,828)               (234,102)       (204,419)
                                                       -----------       ----------             -----------      ----------

 Income/(Loss) before income taxes                         113,170           99,927                (100,272)        (29,856)

Provision for income taxes                                 35,950            30,000                  45,950          50,000
                                                       -----------       ----------             -----------      ----------
Net income/(loss)                                       $  77,220       $    69,927               $(146,222)      $ (79,856)
                                                       -----------       ----------             -----------      ----------

Basic and diluted earnings/(loss)
      - basic and diluted                               $     .03      $        .03               $   (0.05)      $  (0.03)
                                                       -----------       ----------             -----------      ----------

Weighted average number of shares                       2,847,000         2,735,560               2,847,000      2,738,332
                                                       -----------       ----------             -----------      ----------
</TABLE>



            See Notes to Unaudited Consolidated Financial Statements

                                      - 4 -

<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                          Six Months Ended
                                                                                            December 31,

                                                                                     1999                   1998
                                                                                     ----                   ----

Operating activities:
<S>                                                                               <C>                     <C>
Net loss                                                                          $(146,222)              $(79,856)
Adjustments to reconcile net loss to net cash provided by(used in)
operating activities:
     Depreciation and amortization                                                   403,376                347,747
     Provision for bad debts                                                         200,000                120,000
     Amortization of deferred gain                                                   (13,182)               (60,278)
     Amortization of bond costs                                                        7,283                  7,283
Changes in assets and liabilities:
     Accounts receivable                                                             729,500             (1,708,962)
     Unbilled revenue                                                               (233,297)               153,617
     Inventory and other                                                             (80,091)              (276,330)
     Accounts payable                                                                363,620                987,339
     Accrued expenses                                                                (60,352)                ------
     Accrued payroll and related expenses                                           (156,667)                69,663
     Accrued professional                                                             11,894                254,748
     Accrued incomes taxes                                                            21,386                 (5,092)
     Other                                                                             4,122                 22,849
                                                                                   ---------               --------
Net cash provided by (used in) operating activities                                1,051,370               (167,272)
                                                                                   ---------               ---------

Investing activities:
     Repayment (Advances) to officers                                                 42,500                (43,642)
     Transfer restricted cash to/(from) cash                                            ----                (39,511)
     Purchase of property and equipment                                             (203,634)              (211,839)
     Deferred costs and other assets                                                 (50,285)                 5,160
                                                                                    --------               --------
Net cash used in investing activities                                               (211,419)              (289,832)
                                                                                    --------               --------

Financing activities:
     Repayments of long-term debt                                                   (110,000)              (168,060)
     Proceeds from line of credit                                                      -----                522,500
     Proceeds from term note                                                         225,000                  -----
     Purchase of treasury stock                                                        -----                (15,000)
                                                                                    --------               ---------
Net cash provided by financing activities                                            115,000                339,440
                                                                                    --------               ---------
     Net increase(decrease) in cash                                                  954,951               (117,664)
                                                                                     -------              ---------
Cash and cash equivalents - beginning of period                                       43,282                131,517
                                                                                    --------               ---------
Cash and cash equivalents - end of period                                           $998,233                $13,853
                                                                                    --------               ---------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
     Interest                                                                       $283,077               $237,743
     Income taxes                                                                    $35,350               $143,629
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements

                                      - 5 -

<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                December 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, 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 six
         month  periods  ending  December 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.



                                     - 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   December  31,  1999  were
$10,108,393,  an increase  of $111,850 or 1% compared to revenues of  $9,996,543
for the corresponding quarter last year. Revenues for the six month period ended
December  31, 1999 were  $19,890,911,  an increase of $779,302 or 4% compared to
the  corresponding  period in 1998. 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  $7,950,518,  compared
to $8,146,219  for similar  expenses in the same period last year, a decrease of
$195,701  or  2%.  This  decrease  is due  to a  reduction  in  other  costs  of
operations. For the six month period ended December 31, 1999, cost of operations
were  $15,977,781,  compared to  $15,719,509  for the same period last year,  an
increase of $258,272 or 2% compared to the  corresponding  period in 1998.  This
increase in cost of  operations  is due  primarily to an increase in payroll and
related expenses.

                  Gross  Profit for the  quarter  was  $2,157,875,  compared  to
$1,850,324,  an increase of $307,551 or 17%. As a percentage  of revenue,  gross
profit  increased  from 18.5% in 1998 to 21.3% in 1999. For the six month period
ended  December 31, 1999,  gross profit was  $3,913,130  versus  $3,392,100,  an
increase  of  $521,030.  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 15.7%
of  revenue,  compared  to 14% of revenue  for the same  quarter  last year,  an
increase  of  $189,450.  The  increase  is the result of an increase in overhead
associated with new business  start-up and additional  costs incurred to support
operations.

                 Interest  expense for the three-month  period totaled  $151,156
compared to $132,947  for the same  period last year.  For the six month  period
ended December 31, 1999,  interest  expense was $289,586  versus $237,743 in the
corresponding  period in 1998. The increase in interest  expense is attributable
to increased short-term borrowings for working capital purposes.

                 Net income after taxes for the quarter ended  December 31, 1999
was $77,220  compared to $69,927 for the  corresponding  quarter last year.  Net
income per share for the current  quarter  was $0.03  compared to net income per
share of $0.03 for the  corresponding  quarter  last year.  The  consistency  in
current  quarter net income and earnings per share are  primarily  the result of
the increases in gross profit offset by increases in general and  administrative
expenses for the current quarter.

                                      - 7 -
<PAGE>

Net  loss  for  the  six  month  period  was  $146,222  versus  $79,856  for the
corresponding  period last year.  Net loss per share was $0.05 compared to $0.03
for the same period last year.  The increase in current period net loss and loss
per share are primarily the result of the increase in general and administrative
expenses for the current quarter.

Liquidity and Capital Resources

                 At December  31,  1999,  the  Company  had  working  capital of
$3,065,885.

                 Operating  Activities.  Cash provided by operations for the six
month period ended December 31, 1999 was $1,051,370 compared to $167,272 used by
operations  for the six months  ended  December 31, 1998. A decrease in accounts
receivable  of $729,500  was  primarily  responsible  for the  current  period's
activity.

                 Investing Activities. Investing activities consumed $211,419 in
cash in the current  period  compared  to $289,832 in cash  consumed in the same
period last year. This use of cash is primarily  associated with the purchase of
property and equipment.

                 Financing  Activities.   Current  period  financing  activities
provided  $115,000 in cash compared to $339,440 provided in the same period last
year. Repayment of long term debt consumed approximately $110,000 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  including  a line of  credit,  a term  note,  and two  industrial
revenue bond issues.  The Company obtained two series of Industrial  Development
Bonds totaling  $3,560,548 in December 1996. 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 Stock market  notified the Company that it's shares
of 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. Prior to the notification the Company's Class A
Common Stock No Par Value, (the "Class A Common Stock") was traded on the NASDAQ
Small Cap Market ("NASDAQ").  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

                 On December  15, 1999 the  Company  held its Annual  Meeting of
Stockholders,  whereby  the  stockholders  elected  Directors.  The vote on such
matter was as follows:

                 Election of Directors:

                                                    For         Withheld
                                                    ---         --------
                 Joseph V. Roberts               2,358,294       35,945
                 Kathleen A. Hill                2,358,294       35,945
                 Michael Gosman                  2,356,294       37,945
                 Samuel R. Shipley, III          2,356,794       37,445
                 Michelle Roberts-O'Donnell      2,356,294       37,945
                 Jane Scaccetti                  2,356,294       37,945
                 Richard Kresky                  2,356,294       37,945


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:  February 14, 2000






                                     - 11 -