FORM 10-Q

                                    Quarterly Report Under Section 13 or 15(d)
                                      of the Securities Exchange Act of 1934

                                        ----------------------------------

                                       For Quarter Ended September 30, 1998

                                          Commission File Number 0-18711

                                        ACTRADE INTERNATIONAL, LTD.
                        (Exact name of Registrant as specified in its Charter)

                  Delaware                                    13-3437739
         (State or other Jurisdiction                  (I.R.S. Employer Ident-
         of incorporation or organization)              ification  Number)


                    7 Penn Plaza, Suite 422, New York, N.Y.       10001
                    (Address of principal executive offices)    (Zip Code)


                   Same
                           (Former Address)             (Zip Code)

                                        (212) 563-1036
                       (Registrant's telephone number, including area code)

     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  and Exchange Act
of 1934  during the  preceding  12 months (or for such  shorter  period that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


                                      Yes_X__ No____


     Indicate the number of Shares  outstanding of each of the Issuer's  classes
of common stock, as of the latest practicable date. As of October 25, 1998 there
were outstanding 8,549,051 shares of Common Stock, par value $.0001.




<PAGE>




                                    INDEX

Part I.  Financial information


  Item 1.  Condensed consolidated financial statements:

                 Balance sheet as of September 30, 1998 and
                  June 30, 1998                                         F-2

                 Statement of operations for the three months
                  ended September 30, 1998 and 1997                     F-3

                 Statement of cash flows for the three months
                  ended September 30, 1998 and 1997                     F-4

                 Notes to condensed consolidated financial
                  statements                                         F-5 - F-10


  Item 2.  Management's discussion and analysis of financial
                  condition


Part II.  Other information


Signatures


<PAGE>



                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                      SEPTEMBER 30, 1998 AND JUNE 30, 1998
                                   (Unaudited)



                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                             <C>                    <C>    

                                                                                 September 30,          June 30,
                                                                                     1998                 1998
                                                                                     ----                 ----
Current assets:
  Cash                                                                             $   743,579        $13,381,678
  Trade acceptance draft receivable, bank                                           12,257,246          1,248,368
  Accounts receivable, less allowance for
   doubtful accounts of $111,700 and $61,700
   at September 30, 1998 and June 30, 1998,
   respectively                                                                     16,111,902         11,031,201
  Trade acceptance drafts, on hand                                                   1,140,000
  Prepaid expenses                                                                     164,474             74,669
                                                                                   -----------        -----------
    Total current assets                                                            30,417,201         25,735,916
                                                                                   -----------        -----------

Property and equipment:
  Furniture and fixtures                                                               555,181            524,282
  Leasehold improvements                                                               143,916            143,916
                                                                                   -----------        -----------
                                                                                       699,097            668,198
  Less accumulated depreciation                                                        318,066            293,519
                                                                                   -----------        -----------
                                                                                       381,031            374,679
                                                                                   -----------        -----------
Other assets:
  Patent right                                                                               1                  1
  Security deposit                                                                      29,387             26,806
                                                                                   -----------        -----------
                                                                                        29,388             26,807
                                                                                   -----------        -----------

                                                                                   $30,827,620        $26,137,402
                                                                                   ===========        ===========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Cash advance from bank                                                           $ 2,743,706
  Accounts payable and customer reserves
   payable                                                                           4,324,176        $ 3,195,691
  Accrued expenses                                                                      24,031             17,439
  Deferred income                                                                      118,474             14,190
  Income taxes payable                                                                  40,744            285,441
                                                                                   -----------        -----------
    Total current liabilities                                                        7,251,131          3,512,761
                                                                                   -----------        -----------

Commitments

Deferred rent liability                                                                 27,907             31,721
                                                                                   -----------        -----------

Shareholders' equity:
  Common  stock,  $.0001 par value,  authorized  100,000,000  shares  issued and
   outstanding 8,549,051 at September 30, 1998 and 8,541,051
   at June 30, 1998                                                                        855                854
  Common stock purchase warrants
  Additional Paid in capital                                                        14,514,348         14,489,668
  Retained earnings                                                                  9,485,735          8,102,398
                                                                                   -----------        -----------
                                                                                    24,000,938         22,592,920
  Common stock held in treasury, 31,500 shares                                         452,356                   
                                                                                   -----------        -----------
                                                                                    23,548,582         22,592,920

                                                                                   $30,827,620        $26,137,402
                                                                                   ===========        ===========



     See notes to condensed consolidated financial statements.
                                                                            F-2
</TABLE>
<PAGE>

                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                 THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)








<TABLE>
<CAPTION>
<S>                                                                          <C>                   <C>    


                                                                              September 30,         September 30,
                                                                                  1998                  1997
                                                                                  ----                  ----


Net sales                                                                       $38,150,936           $20,001,585

Cost of sales                                                                    35,220,847            18,294,246
                                                                                -----------           -----------

Gross profit                                                                      2,930,089             1,707,339

Selling, general and administrative
 expenses                                                                         1,251,644               686,067
                                                                                -----------           -----------

Income from operations                                                            1,678,445             1,021,272
                                                                                -----------           -----------

Other income (charges):
  Interest income                                                                    45,665                50,368
  Interest expense                                                            (    189,506)         (      4,484)
  Miscellaneous income                                                                                      9,436
                                                                                -----------           -----------
                                                                              (    143,841)                55,320
                                                                               -----------            -----------

Income before income taxes                                                        1,534,604             1,076,592

Income tax expense                                                                  141,376               123,737
                                                                                -----------           -----------

Net income                                                                      $ 1,393,228           $   952,855
                                                                                ===========           ===========

Earnings per common share:
  Primary                                                                       $      0.16           $      0.12
                                                                                ===========           ===========
  Fully diluted                                                                 $      0.16           $      0.12
                                                                                ===========           ===========


Weighted average common shares outstanding:
  Primary                                                                         8,695,254             8,059,416
                                                                                ===========           ===========
  Fully diluted                                                                   8,695,254             8,059,416
                                                                                ===========           ===========





</TABLE>






     See notes to condensed consolidated financial statements. 
                                                                             F-3

<PAGE>



                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                 THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)




<TABLE>
<CAPTION>
<S>                                                                          <C>                   <C>   
   
                                                                              September 30,         September 30,
                                                                                  1998                   1997
                                                                                  ----                   ----


Operating activities:
  Net income                                                                    $ 1,393,228           $   952,855
  Adjustments to reconcile net income to
   cash provided from operating activities:
     Depreciation                                                                    24,537                15,106
     Changes in assets and liabilities:
       Accounts, bank and trade acceptances
        receivable                                                            ( 16,089,579)         (  6,681,129)
       Prepaid expenses                                                       (     89,805)         (     28,360)
       Inventory, trade acceptance drafts                                     (  1,140,000)
       Accounts payable                                                           1,128,485             1,267,534
       Accrued expenses                                                               6,592         (      8,741)
       Deferred income                                                              104,284
       Income taxes payable                                                   (    244,697)                40,204
       Deferred rent                                                          (      3,814)         (      3,253)
       Security deposits                                                      (      2,581)         (      6,000)
       Customer deposits                                                                            (     26,587)
                                                                                -----------          -----------

       Net cash used in operating activities                                  ( 14,913,350)         (  4,478,371)
                                                                               -----------           -----------

Investing activities:
  Purchase of treasury stock                                                  (    452,356)
  Property and equipment                                                      (     30,899)         (     25,621)
                                                                               -----------           -----------

       Net cash used in investing activities                                  (    483,255)         (     25,621)
                                                                               -----------           -----------

Financing activities:
  Proceeds from issuance of common stock                                             14,800               755,213
  Cash advances from bank                                                         2,743,706         (    679,577)
                                                                                -----------          -----------

       Net cash provided from financing
        activities                                                                2,758,506                75,636
                                                                                -----------           -----------

Net decrease in cash                                                          ( 12,638,099)         (  4,428,356)

Cash, beginning of year                                                          13,381,678             7,352,465
                                                                                -----------           -----------

Cash, end of year                                                               $   743,579           $ 2,924,109
                                                                                ===========           ===========

 Supplemental  disclosures  of cash flow 
   information:
  Cash paid during the year for:

     Interest                                                                   $   180,446           $     4,484
                                                                                ===========           ===========
     Income taxes                                                               $   346,462           $    88,946
                                                                                ===========           ===========








     See notes to condensed consolidated financial statements.
                                                                           F-4
</TABLE>
<PAGE>


                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      THREE MONTHS ENDED SEPTEMBER 30, 1998
                                   (Unaudited)






     1. The accompanying  unaudited  financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions to Form 10-Q.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  considered  necessary for a fair presentation have
been  included.  The results of  operations  for the three  months  ended is not
necessarily  indicative  of the  results to be expected  for the full year.  For
further  information,   refer  to  the  consolidated  financial  statements  and
footnotes  thereto  included in the  Company's  annual report for the year ended
June 30, 1998,  included in its Annual Report filed on Form 10-K.  All reference
to  Actrade  in these  footnotes,  relate to Actrade  International,  Ltd.,  the
Company's wholly owned subsidiaries.



2. Organization of the Company:

     The Company, formerly Acquisition Capability, Inc., was incorporated in the
State of Delaware on April 3, 1987. On September 2, 1988,  the Company  acquired
100% of the issued and  outstanding  shares of Allstate Travel Corp., a New York
corporation incorporated on August 13, 1985 and Actrade International,  Corp., a
New York  corporation  incorporated  on July 18,  1985.  Allstate  operates as a
travel agency.  Actrade  represents various U. S. manufacturers and distributors
by buying and exporting their products overseas. Actrade Capital, Inc., formerly
Amworld  Commerce,  Inc., a wholly owned  subsidiary  of Actrade  International,
Ltd., was incorporated in Delaware in May of 1991. Actrade Capital,  Inc. offers
alternatives to existing accounts  receivable  management to domestic companies.
Actrade South  America,  Inc.,  formerly  Standard  Corporation,  a wholly owned
foreign  corporation  and  subsidiary  of  Actrade  International,   Corp.,  was
incorporated  in Antigua and Bahamas on  February  12, 1988 and was  acquired in
January  1990.  American  Cooling,  Inc., a wholly owned  subsidiary  of Actrade
International,  Ltd. was  incorporated in Delaware in 1992 and was liquidated in
1996. On August 14, 1997, TAD  International  Ltd. and on May 29, 1998,  Actrade
Forfaiting  Inc. were  incorporated  under the laws of the  Commonwealth  of the
Bahamas.  Both Companies are wholly owned subsidiaries of Actrade South America,
Inc.  TAD  International,  Ltd.  has  been  inactive  since  inception.  Actrade
Forfaiting,  Inc.  deals with trade  acceptance  drafts  (TAD's) on the  foreign
market and began  operations in June of 1998. In July of 1998,  Actrade  Capital
Canada,  Ltd. was incorporated under the laws of Canada. The Company is a wholly
owned  subsidiary of Actrade  Forfaiting,  Inc. and deals with trade  acceptance
drafts (TAD's) on the Canadian market, beginning operations in October of 1998.





                                                                           F-5


<PAGE>



                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      THREE MONTHS ENDED SEPTEMBER 30, 1998
                                   (Unaudited)








3. Principles of consolidation:

     The consolidated  financial statements of Actrade  International,  Ltd. and
subsidiaries  include the accounts of all significant wholly owned subsidiaries,
after elimination of all significant intercompany transactions and accounts. The
accounts of Allstate Travel Corp., Actrade South America, a foreign corporation,
Actrade  International Corp., Actrade Capital,  Inc., and American Cooling, Inc.
are  included  as  the  subsidiaries  of  Actrade  International,  Ltd.  Actrade
Forfaiting,  Inc. and TAD  International,  Ltd. are included as  subsidiaries of
Actrade South America.  Actrade Capital Canada, Ltd. is included as a subsidiary
of Actrade Forfaiting, Inc.




4. Risks and uncertainties:

     The  Company  sells in  foreign  markets.  There is no  guarantee  that the
foreign market will continue to develop since the  incorporation  of foreign and
domestic government  intervention,  economic conditions world wide and any other
unforeseen situations may occur.


     With respect to Actrade  Capital,  Inc.  and its TAD  Program,  the Company
faces strong competition from many established financial institutions, including
banks,  insurance  companies and receivables  financing  (factoring)  companies.
Actrade Capital,  Inc.'s TAD Program (see Note 8) is based upon the introduction
of a Trade Acceptance Draft (TAD). There is no assurance that management will be
successful in either gaining the necessary market acceptance for the TAD Program
or in  securing  adequate  additional  capital to expand to its full  commercial
potential.


5. Related party transactions:

     During each of the three years ended  September  30, 1998,  the Company and
its  subsidiaries  have advanced and received funds to and from related parties.
Such receivable and payables are non-interest bearing and are due on demand.

     The  Company  has  entered  into  several  employment  agreements  with its
officers.







                                                                           F-6


<PAGE>



                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      THREE MONTHS ENDED SEPTEMBER 30, 1998
                                   (Unaudited)






6.  Leases:
                                                              Monthly
         Location                      Term                   Payment

         New York                03/01/90 to 03/31/00    $5,715.58 to $6,241.58
         New York                10/01/96 to 10/31/98                  3,000.00
         New York                04/01/97 to 03/31/00     1,628.63 to  1,716.28
         Illinois                11/01/97 to 10/31/00     2,502.00 to  2,576.00
         Pennsylvania            month to month                        1,400.00
         Houston                 03/15/98 to 03/15/99                    850.00
         Florida                 12/25/97 to 12/25/98                  1,223.75
         California              month to month                          350.00
         Georgia                 09/01/98 to 08/31/01     3,274.38 to  3,474.20
         Israel                  month to month             500.00 to  1,100.00
         Bahamas                 month to month                          500.00
         Canada                  11/01/98 to 10/31/01                  2,260.00


     Future minimum lease payments  required under the non cancelable  operating
leases by fiscal year are as follows:

                    September 30, 1999                         $200,106
                    September 30, 2000                          148,300
                    September 30, 2001                           43,052
                                                               --------
                                                               $391,458
                                                               ========

     Rent   expense   amounted  to  $54,944  and  $32,507  for  1998  and  1997,
respectively.


7. Income taxes:

    The components of income tax expense are:
                                                     1998              1997
                                                     ----              ----
    Income taxes currently payable:
      Federal                                     $ 55,704          $ 80,967
      State                                         61,066            44,270
                                                  --------          --------
                                                   116,770           125,237
                                                  --------          --------
    Deferred tax expense arising from:
      Excess of Financial accounting
       depreciation over tax                     (   2,930)        (   1,012)

      Allowance for doubtful accounts               17,000

      Other                                         10,536         (     488)
                                                  --------          --------
                                                    24,606         (   1,500)
                                                  --------          --------

    Total income tax expense                      $141,376          $123,737
                                                  ========          ========








                                                                            F-7


<PAGE>



                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      THREE MONTHS ENDED SEPTEMBER 30, 1998
                                   (Unaudited)







7.  Income taxes (continued):

    Deferred income tax provisions resulting from differences between accounting
        for financial  statement  purposes and  accounting  for tax purposes are
        reflected above.

    A   reconciliation of income tax expense at the statutory rate to income tax
        expenses at the Company's effective rate is as follows:



                                                  1998                 1997
                                                  ----                 ----

      Computed tax at the expected
       statutory rate                           $514,010             $410,254

      Surtax exemption                         (  16,750)           (  16,750)

      State income taxes                          60,991               44,270

      Foreign income                           ( 441,481)           ( 312,537)

      Other                                       24,606            (   1,500)
                                                --------             --------

      Income tax expense                        $141,376             $123,737
                                                ========             ========



    The effective statutory rate for 1998 was 39% for federal tax purposes.

      The Company has made  adjustments  to  eliminate  the tax  provisions  for
        foreign  earnings  since said  earnings  are  undistributed  and will be
        permanently  invested.  The cumulative amounts of foreign  undistributed
        earnings  are  $9,045,232  at  September  30,  1998  and  $4,542,751  at
        September 30, 1997.

      The Company has adopted  SFAS 109 for the fiscal  year  beginning  July 1,
        1993.  SFAS 109 changes  accounting  for income  taxes from the deferred
        method,  required  by APB-11  to the  asset/liability  method,  commonly
        referred to as the liability method.  The deferred method places primary
        emphasis on the matching of revenues and expenses.  The liability method
        places  primary  emphasis on the  valuation  of current and deferred tax
        assets and liabilities.












                                                                          F-8


<PAGE>



                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      THREE MONTHS ENDED SEPTEMBER 30, 1998
                                   (Unaudited)








8. Trade Acceptance Drafts receivable, bank:

     As of September 30, 1998,  the Company had total TAD amounts due from banks
of $7,866,656. The bank purchases the TAD's at the face value and advances these
amounts to  Actrade.  The bank  purchases  the TAD's  without  recourse  and the
Company has granted a security  interest in all TAD's  purchased by the bank and
all accounts  represented  by the TAD's together with all proceeds of the above.
The bank will  purchase each TAD by advancing to Actrade 100% of the face amount
of each TAD assigned and  delivered  by  overdraft  on the Actrade  account.  At
September 30, 1998 there were advances of $2,743,706 on the  overdraft.  As each
TAD is  collateralized,  the face amount will be credited to the Actrade account
to reduce the advance overdraft.  Interest is payable at 1% over prime per annum
on the first day of each month.


     As of  September  30,  1998,  the  Company  had  sold  TAD's  to a  banking
institution  in the amount of  $4,390,590.  This amount was due from the bank at
September 30, 1998 and collected in October.


     As of September 30, 1998, Actrade Capital,  Inc. has recorded in income all
TAD's issued with a 90 day  expiration  date.  Any TAD's issued for over 90 days
have been recorded with deferred  income at September 30, 1998.  Deferred income
from TAD's over 90 days amounted to $118,474.


9. Reconciliation of shares used in computation of earnings per share:



                                                    Three months ended
                                                       September 30,
                                                  1998                1997
                                                  ----                ----

         Weighted average of shares
           actually outstanding                8,523,763            7,663,755
         Common stock purchase
           warrants and options                  171,491              395,661
                                               ---------            ---------

         Primary and fully diluted
           weighted average common
           shares outstanding                  8,695,254            8,059,416
                                               =========            =========












                                                                            F-9


<PAGE>


                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      THREE MONTHS ENDED SEPTEMBER 30, 1998
                                   (Unaudited)







10. Common stock purchase warrants and options:

     In the quarter ended  September 30, 1998,  8,000 warrants were exercised at
prices ranging from $3.00 to $5.00,  resulting in net proceeds to the Company of
$30,000 and the issuance of 8,000 common shares.

     In  the  quarter  ended  September  30,  1998,  the  Company   refunded  an
overpayment  from the exercise of certain  warrants in June of 1998. This refund
amounted to $15,200.


     In October 1995, the FASB issued Statement 123,  Accounting for Stock-based
Compensation  (SFAS 123). This statement is effective for transactions  that are
entered  into in fiscal  years  beginning  after  December  15,  1995.  SFAS 123
establishes a fair value-based  method of accounting for employee stock options.
This  method  provides  for  compensation  cost  to be  charged  to  results  of
operations  at the grant  date.  However,  the  statement  allows  companies  to
continue to follow the accounting treatment prescribed by Accounting  Principles
Board  Opinion  25.  Opinion  25  generally  requires  compensation  cost  to be
recognized only for the excess of the quoted market price at the grant date over
the price that an  employee  must pay to acquire  stock.  Companies  electing to
continue  with Opinion 25 must make  disclosure of net income as if SFAS 123 had
been adopted.


     The Company has determined the method of accounting that it will follow for
stock options by continuing the use of Opinion 25. However, the Company does not
expect  that  adoption  of the  requirements  of SFAS 123 would  have a material
impact  on  the  financial  position,  results  of  operations  or  cash  flows.
Accordingly, no compensation cost will be recognized in 1998.


11. Patent rights:

     In January 1998, Amos Aharoni assigned to the Company all patent rights for
the trade acceptance draft process for $1.



                                                                          F-10


<PAGE>




ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

I.  Results of Operations

During the first three  months of fiscal 1999,  ended  September  30, 1998,  the
Company had combined gross revenues of  $38,150,936,  as compared to $20,001,585
for the first three months of fiscal 1998, an increase of  $18,149,351 or almost
91%. Cost of sales during this period totaled $35,220,847,  or approximately 92%
of gross  revenues,  as  compared  to cost of goods sold for the same  period in
fiscal 1998 of $18,294,246,  or slightly less than 92% of gross  revenues.  This
resulted  in gross  profit from  operations  of  $2,930,089  for the three month
period ended  September 30, 1998,  compared to $1,707,339 for the same period in
fiscal 1998, an increase of $1,222,750  (or  approximately  72% higher) from the
first  quarter of fiscal  1998.  After  general and  administrative  expenses of
$1,251,644,  income from  operations  increased  to  $1,678,445,  as compared to
$1,021,272  for the same  period  last  year,  an  increase  of over 64%.  After
interest  income and  expenses  and  provisions  for income  taxes,  the Company
experienced  net earnings of  $1,393,218,  as compared to $952,855 for the first
three  months of fiscal 1998 (an  increase  of over 46%),  or $0.16 per share as
compared to $0.12 per share for the same period last year.

     A review of the Company's  Statement of  Operations  shows that the cost of
goods sold, as a percentage of total sales, has increased from approximately 83%
in fiscal 1998 to  approximately  90.7% for fiscal 1997 (which is slightly lower
than the 91.7% level reached in fiscal 1996) and approximately  91.4% for fiscal
1998. For the first quarter of fiscal 1999,  cost of goods sold reached 92.3% of
gross revenues, up from 91.5% during the same period last year. This increase is
the result of the markup  experienced  by  Capital  being  lower than the markup
associated with the Company's international trade operations.


The increase in gross revenues during this period  continues to be due primarily
to the expansion of Actrade's  operations  through (i) the  continued  growth of
Capital's TAD Program,  discussed  separately  below (see "III.  Impact of Trade
Acceptance Draft Program and the Operations of Capital"), and (ii) the continued
growth  within  Actrade's   existing  product  lines,  in  particular  with  the
operations of Actrade S.A. As was the case during past periods,  the increase in
revenues  during this period  resulted from increased  product sales rather than
from price increases for the Company's products and increased operating revenues
derived from Capital.

Continuing the trend first established at the end of the first quarter of fiscal
1998,  the major portion of the Company's  revenues,  almost 58.5% at the end of
the first three  months of fiscal  1999,  are now  derived  from  Capital's  TAD
Program  ($22,306,043  during the first  quarter of fiscal  1999),  with Actrade
S.A.,  the  international  trading  division,  accounting  for slightly over 38%
($14,505,105) of total gross revenues for this period.

     Included in revenues for Actrade  S.A.  are figures for Actrade  Resources,
Inc.  (formerly Actrade  Forfaiting,  Inc.) which commenced  operations in June,
1998.  During  the  first  quarter  of  fiscal  1999,  Actrade  Resources,  Inc.
("Resources") had total gross revenues of $5,559,341,  or approximately 14.6% of
the Company's total revenues. After cost of revenues of $5,164,453,  general and
administrative expenses of $38,740 and interest income of $15,264, Resources had
net income for the period of  $371,412.  Management  expects  that  revenues for
Resources  will  continue  to  increase  during the balance of fiscal 1999 as it
continues to expand its operations.

<PAGE>

II.  Discussion of Financial Condition

On a  consolidated  basis,  at September  30, 1998 the Company had total current
assets of  $30,417,201,  compared with  $25,735,916 at June 30, 1998, the end of
fiscal 1998, (an increase of $4,681,285 or 18.2%).  Total current liabilities at
September 30, 1998 increased to $7,251,131, compared with $3,512,761 at June 30,
1998, (an increase of $3,738,370 or approximately  106%). The major component of
this  increase  in  current  liabilities  is  "cash  advance  from  bank"  which
represents  Capital's  partial  utilization  of the  overdraft  line provided by
Capital" bank (see discussion below) and increases in trade accounts payable.

With respect to the cash and cash equivalent  component of the Company's Assets,
since  Capital  typically  utilizes  available  cash on hand for the purchase of
TADs,  the  comparison of this item should more properly be made with respect to
combined cash plus accounts receivable-bank plus trade acceptance drafts on hand
("Cash Plus TADs").  When viewed in this  fashion,  at September  30, 1998,  the
Company  had Cash  Plus TADs of  $14,140,825  as  compared  to Cash Plus TADs of
$14,630,046  at June 30,  1998,  a decrease of only  $489,221 in total Cash plus
TADs. This decrease in Cash Plus TADs at September 30, 1998 reflects the ongoing
utilization of available cash by both Capital and the Company's  export division
in the ordinary  course of business.  In addition,  it must be  remembered  that
shortly  before the end of fiscal 1998,  Capital had sold  virtually all of then
outstanding  TADs and had received the proceeds of such sale from the bank. This
resulted  in the  large  cash on  hand  at June  30,  1998  (in  the  amount  of
$13,381,678)  and  the  relatively  low   receivable-bank   (in  the  amount  of
$1,248,368).  At September  30, 1998 Capital had elected not to receive the full
proceeds from the sale of TADs to its bank in order to reduce  finance  charges.
This  resulted  in a  receivable-bank  of  $12,257,246  (representing  the  full
proceeds of sale  available  to  Capital)  and the  relatively  low cash on hand
($743,579). During the first quarter of fiscal 1999, in addition to having fully
utilized its available cash on hand, Capital used approximately  $2,743,000 from
the total  available funds due from its bank as a result of the sale of TAD that
resulted in the liability "cash advance from bank."

     Apart from Cash Plus TADs,  $16,111,902  represents  accounts receivable at
September 30, 1998, as compared to  $11,031,201 at June 30, 1998, an increase of
$5,080,701. The substantial increase in the Company's accounts receivable during
the first quarter is, in significant part, due to the activities of Actrade S.A.
which, at September 30, 1998 had accounts  receivable of $8,945,764 and accounts
payable of $2,760,000.


Other  significant  changes in the components of the Company's  balance sheet at
September  30, 1998 as compared to June 30,  1998,  included  (i) an increase of
$89,805 in prepaid expenses; (ii) a decrease of income taxes payable,  resulting
from the payment of the Company's  year-end tax liability;  (iii) an increase of
$104,284 in deferred  income;  and (iv) an increase of $452,356 in common  stock
held in treasury, which represents shares repurchased by the Company in the open
market.

<PAGE>

     At September 30, 1998, total stockholders' equity increased to $23,548,582,
as compared to $22,592,920  at June 30, 1998. The principal  source of funds for
the  Company's  operations  continues  to be  revenues  earned by its  operating
subsidiaries.


During the balance of the current fiscal year, ending June 30, 1999, the Company
expects  to  incur  significant  capital  expenditures  in  connection  with the
continued  expansion of the  domestic  TAD Program of Capital and the  continued
implementation  and  expansion of the  international  TAD program by  Resources.
Consequently,  no  estimate  can be made at this time of the  potential  impact,
either positive or negative, that this expansion efforts will have upon revenues
or profits during fiscal 1999.

At  September  30,  1998  the  Company  also  had  property,   less  accumulated
depreciation,  of $381,031  (compared to $374,679 at June 30, 1998) and security
deposits and Patent rights of $29,387 and $1 respectively.  The Company's Patent
rights  resulted from the sale by Mr. Amos Aharoni,  CEO of the Company,  of all
his right title and interest in the Patent obtained for the TAD Program process.
In connection with the Company's  relocation  during fiscal 1990, it received an
18-month rent abatement from its landlord.  To conform to applicable  accounting
procedures,  the value of this abatement is being amortized over the life of the
lease.  At September 30, 1998 the Company  continued to show $27,907 in deferred
rent liability.

The Company's accounts payable are current.

As mentioned  above,  at September 30, 1998, the Company had  outstanding  loans
payable to its bank totaling $2,743,706, representing advances against Capital's
credit  facility  representing  advances  against  the  sale  of TADs to a major
European Bank. Due to the Company's utilization of approximately  $13,000,000 in
available cash during this period, Capital only needed to draw against a portion
of this credit  facility  thereby  eliminating the interest  expense  associated
therewith.

With respect to the Company's  working capital needs,  management  believes that
operating revenues from its subsidiaries will continue to reflect a profit, on a
consolidated  basis,  during the balance of fiscal 1999 and  management  expects
revenues and cash flow will be adequate to meet the  Company's  operating  needs
for the foreseeable future.

     As of the date of this Report,  of the Company's total accounts  receivable
at June 30,  1997,  in the amount of  $11,031,201,  approximately  85% have been
collected.  Further, of the balance remaining uncollected as of the date hereof,
none are past due.


III. Impact of the Trade Acceptance Draft Program and the Operations of Capital.


     Since fiscal 1994,  the first full year of operations  for the TAD Program,
Capital's gross sales have increased significantly from $927,757 in 1994 to over
$55.5  Million in fiscal  1998.  This  growth  continues  today  with  Capital's
operating  revenues  during  the  first  quarter  of  fiscal  1999  climbing  to
$22,306,043,  or  approximately  58.5% of the Company's  total sales during this
period,  as compared to total sales of $11,505,082,  or  approximately  57.5% of
total sales,  during the first quarter of fiscal 1998.  Perhaps most importantly
however,  Capital's gross sales during this period were $10,800,961  higher than
in the same period last year, an increase of almost 94%.
<PAGE>


     During  this  period  cost  of  sales  reached  $20,882,811,   compared  to
$10,804,324  for the same  period  in  fiscal  1998,  with  gross  profits  from
operations of  $1,423,231,  compared to $700,759 for the first quarter of fiscal
1998. This represents an increase of  approximately  103%.  However,  due to the
continued  expansion  of  operations  by Capital,  direct  selling,  general and
administrative  expenses  climbed to  $965,746,  compared to $445,256 for fiscal
1998, an increase of almost 117%.  After interest income of $12,993 and interest
expense of $189,400,  Capital had net operating income before taxes of $281,079,
with net income of $219,089 after an allowance for taxes of $61,990.

With respect to Capital's  expansion plans,  based upon management's  experience
with the TAD  Program  to date,  Capital  will  continue  to place  its  primary
emphasis  on   development   of  a  domestic   force  of  aggressive  new  sales
representatives  with a solid  background in sales and with the  experience  and
ability  to  present  the TAD  Program  to  large  domestic  and  multi-national
companies.

IV.  Trends Affecting Liquidity, Capital Resources and Operations.

A.  Actrade Capital, Inc.

     With respect to the TAD Program,  management  has not identified any trends
which have had, or which can  reasonably be expected in the future to have,  any
adverse impact upon the operations of Capital or the TAD Program in general.  As
of the date of this Report,  management is not aware of any company  operating a
program similar to the TAD Program.  As  demonstrated by Capital's  growth since
introduction  of the TAD Program (see  discussion  above),  Capital's  sales and
profits have reach new record  levels each  quarter  since the Program was first
introduced.

Actrade International Corp. - Export Division.

     Over the years,  economic  conditions  in the  United  States  have  caused
American   manufacturers  to  seek  new  markets  for  their  products  and,  in
particular,  to turn to foreign  markets  to boost  domestic  sales.  Management
believes  that over the past  several  years this trend,  coupled  with  renewed
demand for American  products and improved  buying power of foreign  currencies,
has been beneficial to the Company's export division and has been a major factor
in the growth of this division.


     This  trend  is now  being  affected  by a number  of  factors  that  could
adversely affect future growth rates for the Company's export  operations.  Most
importantly  among these has been the renewed  strength of the  American  Dollar
compared  to other  currencies  which  has had the  effect  of  making  American
products too expensive to compete with foreign-made  products.  Principally this
is due to the impact  that  reduced  foreign  labor costs have upon the price of
competitive merchandise.

     In addition,  recent  turmoil in the Asian and Eastern  European  financial
markets is expected to translate  into a slow down in orders for  American  made
products in these  regions  which is expected to adversely  affect the Company's
export  division.  However,  to date,  the  Company has been able to offset this
negative  trend  with  increased  orders  from other  markets  around the world,
although no assurance  can be given as to future  results,  particularly  if the
crisis in the Asian and Eastern European markets continue.

<PAGE>


 Actrade S.A. - International Trade Division.

     The operations of Actrade S.A. were  originally  designed to compliment the
Company's  export   operations  by  providing   foreign  sources  for  products.
Management  believes that the network of suppliers  established  by Actrade S.A.
provides a source of  comparable,  less expensive  foreign made  products.  When
coupled with its financial  ability,  management  believes that Actrade S.A. has
the  flexibility  needed to meet changing  product demands over the coming years
and  adequately  offset any  decline in its export  operations.  These  changing
trends have been the principal reason for the increase in sales by Actrade S.A.


Perhaps most  importantly,  another result of these  changing world  conditions,
which have had, and continue to have, an adverse  impact on foreign  markets for
US products, has been the impact of the availability of trade financing or, more
accurately,  the lack of such trade financing. In management's opinion, the real
"key" to success in international  trading has, at least at present,  become the
ability to provide  trade  financing  in  addition  to  competitive  pricing for
products.  Recognizing  the  importance  of these  factors,  in fiscal  1997 the
Company  further  expanded  the  operations  of Actrade  S.A.  to provide  trade
financing in the international market. During fiscal 1998, the Company completed
initial plans to establish an international counterpart to Capital's TAD Program
and, in June 1998, Actrade Resources,  Inc. (formerly Actrade Forfaiting,  Inc.)
began operations. Due to the financial strength of the Company, Actrade S.A. and
Resources  have been in a position to benefit from the financing void created by
the dramatic  increase in worldwide demand for commercial and consumer  products
coupled with the need for available, innovative financing methods.

The effects of this trend are  evident in the  Company's  operating  results for
both fiscal 1998 and during the current period. Sales by Actrade S.A. have risen
dramatically  in the past few years  from  $7,689,000  during  fiscal  1996,  to
$14,743,695  during fiscal 1997 and  $31,558,737  for fiscal 1998. For the first
three months of fiscal 1998,  Actrade S.A. had total sales  revenues,  excluding
revenues of Resources discussed earlier,  of $8,945,764  (compared to $6,673,976
for  the  first  quarter  of  fiscal  1998).  Apart  from  proving  management's
assumption that as sales of US products decrease, sales of foreign products will
increase,  these  results  also  indicate  that  worldwide  demand for all types
commercial  and  consumer  products is  increasing.  Management  cannot  predict
whether the  extraordinary  rise in sales  revenues  experienced by Actrade S.A.
over the past few years will continue. At present,  while product demand is high
and the  availability of trade financing is low, Actrade S.A. enjoys a favorable
position  in the  market.  As these  factors  stabilize  and as trade  financing
becomes more readily available, it is likely that this advantage will decrease.

With respect to the activities of Resources, management believes that the demand
for the  type of  financing  offered  by  Resources  will be  unaffected  by the
foregoing  since plans call for  Resources to  ultimately  provide a TAD Program
equivalent in a number of foreign countries.  As of October 1, 1998, the Company
established an office in Canada and is currently in the process of  establishing
an office in the United Kingdom. Further, management is evaluating the legal and
banking  systems  in  various  other  countries  within  the  European  Economic
Community.


<PAGE>

Management  knows of no other  trends  reasonably  expected  to have a  material
impact upon the Company's operations or liquidity in the foreseeable future.

VI Inflation.

During the past few years  inflation  in the United  States has been  relatively
stable which, coupled with the relative strength of foreign currencies discussed
above,  has had a beneficial  effect upon the  Company's  operations in that the
products it offers  have been  competitively  priced in  relation to  comparable
foreign  made  products.  Although the recent  strength of the  American  dollar
abroad  has  served  to  diminished  the  demand  for  American   products,   in
management's  opinion,  the impact on its  export  sales is not  expected  to be
significant within the foreseeable future.  However, should the American economy
again experience  double digit inflation rates, as was the case in the past, the
impact  upon prices for  American  goods could  adversely  affect the  Company's
ability to effectively compete in its overseas markets.

Part II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

                  None during this period.








<PAGE>






                                              SIGNATURES




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



Dated: October 29, 1998



ACTRADE INTERNATIONAL, LTD.



BY:__/s/Alexander C. Stonkus_________
     Chief Operating Officer and Chief
      Financial Officer