`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, 2001

                                       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 incorporation or organization)  (I.R.S. Employer 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, 2002.








                                TABLE OF CONTENTS


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

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

               Consolidated Statements of Operations for the Three and Six
               Months Ended December 31, 2001 and 2000
               (unaudited)                                                4

               Consolidated Statements of Cash Flows for the
               Six Months Ended December 31, 2001
               and 2000 (unaudited)                                       5

               Notes to Financial Statements                              6 - 8

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

Part II.       Other Information                                         12

               Signatures                                                13




                                      - 1 -






                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                                       December 31,               June 30,
                                                                           2001                     2001
                                                                           ----                     ----
 (unaudited)
Current assets:
   Cash and cash equivalents                                              $760,236                $451,875
   Accounts receivable, net of allowance for doubtful
   accounts of $1,557,328  and $1,175,596, respectively                  5,875,251               6,424,629
   Unbilled Revenue                                                         50,959                 177,967
   Deferred income taxes                                                   636,617                 636,617
   Inventory                                                               261,838                 232,869
   Prepaid and other                                                       348,080                 417,009
                                                                           -------                 -------

Total current assets                                                     7,932,981               8,340,966
                                                                         ---------               ---------

Property and equipment, net                                              8,989,679               9,127,742
                                                                         ---------               ---------

Other assets:
   Investment in contracts                                                 200,000                 280,000
   Advances to employees                                                   475,113                 328,988
   Deferred income taxes                                                   192,269                 192,269
   Bond issue costs                                                        217,380                 224,562
   Deferred costs and other assets                                          10,020                  10,020
                                                                            ------                  ------

Total other assets                                                       1,094,782               1,035,839
                                                                         ---------               ---------

                                                                       $18,017,442             $18,504,547
                                                                       ===========             ===========


            See Notes to Unaudited Consolidated Financial Statements

                                     - 2 -






                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                 December 31,        June 30,
                                                                                     2001              2001
                                                                                     ----              ----
Current liabilities:
     Current portion of long-term debt                                           $  186,813       $  186,813
     Accounts payable                                                             3,972,819        4,537,741
     Accrued expenses                                                               416,221          341,286
     Accrued payroll and related expenses                                           276,442          273,217
     Other                                                                           91,138          125,960
                                                                                -----------     ------------
Total current liabilities                                                         4,943,433        5,465,017
                                                                                -----------     ------------

Long-Term liabilities:
    Long-term debt, net of current portion                                        5,772,519        5,386,120
    Long Term Note Payable                                                          926,766        1,067,128
                                                                                -----------     ------------

Total long-term liabilities                                                       6,699,285        6,453,248
                                                                                -----------     ------------
Stockholders' equity:
    Undesignated preferred stock - no par, 2,000,000 shares authorized, none            ---              ---
            issued or outstanding

     Common stock:
     Class A - no par, 10,000,000 shares authorized; 3,000,000 issued and         3,801,926        3,801,926
               2,747,000 outstanding                                                     48               48
     Class B - no par, 100,000 shares authorized, issued and outstanding          3,072,313        3,283,871
                                                                                -----------     ------------
     Retained earnings                                                            6,874,286        7,085,845


     Less:  treasury stock (Class A common: 253,000 shares) - at cost              (499,563)        (499,563)
                                                                                -----------     ------------
Total stockholders' equity                                                        6,374,724        6,586,282
                                                                                -----------     ------------
                                                                                $18,017,442      $18,504,547
                                                                                ===========     ============


            See Notes to Unaudited Consolidated Financial Statements

                                      - 3 -





                      NUTRITION MANAGEMENT SERVICES COMPANY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                      Three months ended                  Six months ended
                                                          December 31,                         December 31,
                                                       2001            2000             2001             2000
                                                       ----            ----             ----             ----

Food Service Revenue                              $  7,871,823      12,214,557       $15,294,041      $24,407,120

Cost of operations
     Payroll and related expenses                    2,512,661       3,778,211         4,906,950        7,533,577
     Other costs of operations                       3,742,362       6,138,762         7,175,697       12,593,836
                                                  ------------      ----------       -----------      -----------
          Cost of operations                         6,255,023       9,916,973        12,082,647       20,127,413
                                                  ------------      ----------       -----------      -----------

Gross profit                                         1,616,800       2,297,584         3,211,394        4,279,707
                                                  ------------      ----------       -----------      -----------

Expenses
     General and administrative expenses             1,158,677       1,645,177         2,373,526        3,208,300
     Depreciation and amortization                     211,946         179,262           422,394          335,534
     Provision for doubtful accounts                   225,000         180,000           450,000          360,000
                                                  ------------      ----------       -----------     ------------
          Expenses                                   1,595,623       2,004,439         3,245,920        3,903,834
                                                  ------------      ----------       -----------     ------------

Income from operations                                 21,177          293,145           (34,526)         375,873
                                                  ------------      ----------       -----------     ------------

Other income (expense)
     Other                                              1,104            6,591           (22,219)          12,706
     Interest income                                    2,320            8,791             5,463           20,951
     Interest expense                                 (61,029)        (137,470)         (160,281)        (282,061)
                                                  ------------      ----------       -----------     ------------
          Other income (expense) - net                (57,605)        (122,088)         (177,037)        (248,404)
                                                  ------------      ----------       -----------     ------------

 Income/(Loss) before income taxes                    (36,428)         171,057          (211,563)         127,469

Provision for income taxes                                  0           35,001                 0           58,335
                                                  ------------      ----------       -----------     ------------

Net income/(loss)                                 $   (36,428)         136,056        $ (211,563)         $69,134
                                                  ============      ==========       ============    ============

Basic and diluted earnings/(loss)
      - basic and diluted                         $     ( .01)        $    .05        $     (.07)      $      .02
                                                  ============      ==========       ============    ============


Weighted average number of shares                   2,847,000        2,847,000         2,847,000        2,847,000
                                                  ============      ==========       ============    ============




            See Notes to Unaudited Consolidated Financial Statements

                                      - 4 -





                      NUTRITION MANAGEMENT SERVICES COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                                                      Six Months Ended
                                                                                        December 31,

                                                                                    2001              2000
                                                                                    ----              ----



Operating activities:
Net (loss)/Income                                                               ($ 211,558)        $  69,134
Adjustments to reconcile net income/(loss) to net cash provided
by/(used in) operating activities:
     Depreciation and amortization                                                 422,394           315,069
     Provision for bad debts                                                       450,000           360,000
     Amortization of deferred gain                                                       0           (13,182)
     Amortization of bond costs                                                      7,282             7,283
Changes in assets and liabilities:
     Accounts receivable                                                            99,378        (1,194,997)
     Unbilled Revenue                                                              127,009           (19,338)
     Inventory and other                                                           (28,969)           (9,048)
     Accounts payable                                                              (564,923)       1,280,359
     Accrued expenses                                                                36,120           25,530
     Accrued payroll and related expenses                                             3,225          139,552
     Accrued professional                                                            32,396          (38,146)
     Accrued incomes taxes                                                            6,419           64,334
     Other                                                                          114,058           25,259
                                                                                    -------       ----------
Net cash provided by operating activities                                           492,831        1,008,809
                                                                                    -------       ----------

Investing activities:
     Repayment (Advances) to employees                                             (146,126)         (7,970)
     Purchase of property and equipment                                            (284,332)       (157,738)
                                                                                   ---------       --------
Net cash used in investing activities                                              (430,458)       (165,708)
                                                                                   ---------       --------
Financing activities:
     Repayments of long-term debt                                                  (670,000)     (2,038,715)
     Repayments of long-term note payable                                          (140,412)       (168,494)
     Repayments of term loan                                                        (30,601)        (28,315)
     Proceeds from line of credit                                                 1,087,000         750,000
                                                                                  ---------      -----------
Net cash provided by /(used in)  financing activities                               245,987      (1,485,524)
                                                                                    -------      -----------

 Net increase(decrease) in cash                                                     308,360        (642,422)
                                                                                    -------        ---------

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

Cash and cash equivalents - end of period                                          $760,236      $  492,297
                                                                                   ========      ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:

     Interest                                                                      $161,786       $291,914
     Income taxes                                                                  $   0          ($71,663)


            See Notes to Unaudited Consolidated Financial Statements

                                      - 5 -





                      NUTRITION MANAGEMENT SERVICES COMPANY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2001


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, 2001.  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, 2001 and 2000.  Stock options
            and warrants  did not impact  earnings per share each period as they
            were anti-dilutive.

3.          LITIGATION

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

            In  addition  to the  litigation  described  above,  the  Company is
            exposed  to  asserted  and  unasserted  claims.  In the  opinion  of
            management, the resolution of these matters will not have a material
            adverse  effect on the  Company's  financial  position,  results  of
            operations or cash flows.



                                     - 6 -




                      NUTRITION MANAGEMENT SERVICES COMPANY

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                December 31, 2001


4.          BUSINESS SEGMENTS

            The  Company  follows  the  disclosure  provisions  of SFAS No. 131,
            DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION.
            This management  approach focuses on internal financial  information
            that  is  used  by  management  to  assess  performance  and to make
            operating  decisions.  SFAS No. 131 also requires  disclosures about
            products,  services,  geographic  areas,  and major  customers.  The
            adoption of SFAS No. 131 had no effect on the  Company's  results of
            operations or financial position.

            The Company's  reportable  segments are (1) food service  management
            and (2) training and conference  center. The Company reports segment
            performance on an after tax basis.  Deferred taxes are not allocated
            to  segments.  The  management  accounting  policies  and  processes
            utilized  in  compiling  segment  financial  information  are highly
            subjective  and,  unlike  financial  accounting,  are not  based  on
            authoritative  guidance similar to accounting  principals  generally
            accepted  in the United  States of  America.  As a result,  reported
            segment  results  are  not   necessarily   comparable  with  similar
            information reported by other similar companies.

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

         For the quarter ended Dec. 31, 2001:
           Food service revenue                                  $7,573,069         $  298,754            $7,871,823
           Depreciation and amortization                             84,724            127,222               211,946
           Income (loss) from operations                            340,417           (319,240)               21,177
           Interest income                                            2,320               0                    2,320
           Interest expense                                         (40,499)           (20,530)              (61,029)
           Income (loss) before taxes (benefit)                     299,574           (336,004)              (36,428)
           Net income (loss)                                        299,574           (336,004)              (36,428)
           Total assets                                           8,982,309          9,035,133            18,017,442


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

         For the quarter ended Dec. 31, 2000:
           Food service revenue                                 $11,909,686          $  304,871           $12,214,557
           Depreciation and amortization                             54,138             125,124               179,262
           Income (loss) from operations                            460,666            (167,522)              293,144
           Interest income                                            8,791               0                     8,791
           Interest expense                                         (66,902)            (70,568)             (137,470)
           Income (loss) before taxes (benefit)                     409,146            (238,090)              171,057
           Net income (loss)                                        374,145            (238,090)              136,056
           Total assets                                          10,967,223           9,266,947            20,234,170



                                       -7-





                      NUTRITION MANAGEMENT SERVICES COMPANY

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                December 31, 2001



4.          BUSINESS SEGMENTS - CONTINUED

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

         For the six months ended Dec. 31, 2001:
           Food service revenue                                  $14,908,383             $  385,658            $15,294,041
           Depreciation and amortization                             169,178                253,216                422,394
           Income (loss) from operations                             605,819               (640,345)               (34,526)
           Interest income                                             5,463                  0                      5,463
           Interest expense                                          (85,779)               (74,502)              (160,281)
           Income (loss) before taxes (benefit)                      520,175               (731,738)              (211,563)
           Net income (loss)                                         520,175               (731,738)              (211,563)
           Total assets                                            8,982,309              9,035,133             18,017,442


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

         For the six months ended Dec. 31, 2000:
           Food service revenue                                  $23,920,343              $  486,777             $24,407,120
           Depreciation and amortization                              86,221                 249,313                 335,534
           Income (loss) from operations                             831,649                (455,776)                375,873
           Interest income                                            20,951                   0                      20,951
           Interest expense                                         (150,986)               (131,075)               (282,061)
           Income (loss) before taxes (benefit)                      714,320                (586,851)                127,469
           Net income (loss)                                         655,985                (586,851)                 69,134
           Total assets                                           10,967,223               9,266,947              20,234,170



                                       -8-


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

            The following  discussion and analysis should be read in conjunction
with the financial statements and notes thereto.

Results of Operations

            Revenues for the quarter ended December 31, 2001 were $7,871,823, a
decrease of $4,342,734 or 35.5% compared to revenues of $12,214,557 for the
corresponding quarter last year. Revenues for the six month period ended
December 31, 2001 were $15,294,041, a decrease of $9,113,079 or 37.3% compared
to the corresponding period in 2000. The Company recorded revenue of $4,296,164
and $8,433,256 from a major client during the three and six month periods ended
December 31, 2000, respectively. The Company recorded no revenue from this
client during the three and six month periods ended December 31, 2001 due to the
termination of the Company's relationship with this client. See Note 3 of Notes
to Unaudited Consolidated Financial Statement.

            Costs of operations for the current quarter were $6,255,023,
compared to $9,916,973 for similar expenses in the same period last year, a
decrease of $3,661,950 or 36.9%. For the six month period ended December 31,
2001, cost of operations were $12,082,647, compared to $20,127,413 for the same
period last year, a decrease of $8,044,766 or 40.0% compared to the
corresponding period in 2000. This decrease in cost of services is due to lower
revenues during the period offset by inflationary price, wage and expense
increases.

            Gross Profit for the quarter was $1,616,800, compared to $2,297,584,
a decrease of $680,784 or 29.6%. As a percentage of revenue, gross profit
increased from 18.8% in 2000 to 20.5% in 2001. For the six month period ended
December 31, 2001, gross profit was $3,211,394 versus $4,297,707 a decrease of
$1,068,313 or 25.0%. These decreases are due to lower revenues during the period.

            General and administrative expenses for the quarter were $1,158,677
or 14.7% of revenue, compared to $1,645,177 or 13.5% of revenue for the same
quarter last year, a decrease of $486,500. For the six month period ending
December 31, 2001 general and administrative expenses were $2,373,526 compared
to $3,208,300 for the corresponding period last year, a decrease of $834,774.
These decreases are due to certain cost cutting measures implemented by the
Company.

            Provision for doubtful accounts for the quarter was $225,000
compared to $180,000 for the corresponding quarter last year. For the six month
period ending December 31, 2001 provision for doubtful accounts was $450,000
compared to $360,000 for the same period last year. This increase is
attributable to an increase in business activities and a change in contractual
relationships.

                                      - 9 -






            Interest expense for the quarter totaled $61,029 compared to
$137,470 for the same period last year. For the six month period ended December
31, 2001, interest expense was $160,281 versus $282,061 in the corresponding
period in 2000. The decrease in interest expense is a result of the repayment of
borrowings as well as a reduction in interest rates.

            For the reasons stated above net loss after taxes for the quarter
ended December 31, 2001 was ($36,428) compared to net income of $136,056 for the
corresponding quarter last year. Net loss per share for the current quarter was
($0.01) compared to net income per share of $0.05 for the corresponding quarter
last year.

            Net loss for the six month period was ($211,563) versus net income
of $69,134 for the corresponding period last year. Net loss per share was
($0.07) compared to net income per share of $0.02 for the same period last year.

Liquidity and Capital Resources

            At December 31, 2001, the Company had working capital of $2,989,547,
and cash and cash equivalents of $760,236 as compared to working capital of
$2,875,949 and cash and cash equivalents of $451,875 at June 30, 2001.

            OPERATING ACTIVITIES. Cash provided by operations for the six month
period ended December 31, 2001 was $492,831 compared to $1,008,809 for the six
months ended December 31, 2000. A decrease in current liabilities offset by non
cash items was primarily responsible for the current period's activity.

            INVESTING ACTIVITIES. Investing activities consumed $430,458 in cash
in the current period compared to $165,708 in cash consumed in the same period
last year.

            FINANCING ACTIVITIES. Current period financing activities provided
$245,987 in cash compared to $1,485,524 consumed in the same period last year.
Proceeds of $1,087,000 offset by repayment of long term debt of $841,013 were
responsible for the current quarter's activity.

            CAPITAL RESOURCES. In February 2001, the Company refinanced its
outstanding indebtedness. These credit facilities include a $4,000,000 line of
credit and letters of credit for $878,379 and $2,258,404 guaranteeing two
industrial revenue bond issues. The new loan agreement requires the Company to
maintain certain financial covenants. The Company is current with all its
obligations to its bank and on its bonds and is in compliance with their
financial convenants 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.


                                     - 10 -




            The Company has no material commitments for capital expenditures,
including the Collegeville Inn & Conference Center, and believes that its cash
from operations, existing balances, and available credit facilities are adequate
for the foreseeable future to satisfy the needs of its operations.


Forward Looking Statements

This form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended, that are intended to be covered by the safe
harbors created thereby. Investors are cautioned that all forward-looking
statements involve risks and uncertainty, including without limitation, the
adequacy of the Company's cash from operations, existing balances and available
credit line. Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Form 10-Q will prove to be
accurate. In light of significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.



                                     - 11 -





                           PART II - OTHER INFORMATION


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

Item 2.      Changes in Securities                             None

Item 3.      Defaults Upon Senior Securities                   None

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

            On December 18, 2001 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                  1,850,000              0
            Kathleen A. Hill                   1,850,000              0
            Michael Gosman                     1,850,000              0
            Samuel R. Shipley, III             1,850,000              0
            Michelle Roberts-O'Donnell         1,850,000              0
            Jane Scaccetti                     1,850,000              0
            Richard Kresky                     1,850,000              0


Item 5.      Other Information                                 None

Item 6.      Exhibits and Reports on Form 8-K

(a)  Exhibits                                                  None

(b)  Reports on Form 8-K                                       None



                                     - 12 -





                                   SIGNATURES


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



                                          Nutrition Management Services Company

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



                                          /s/ Linda J. Haines
                                          --------------------------------
                                          Linda J. Haines
                                          (Principal Financial Officer)


Date:  February 14, 2002


                                     - 13 -`