SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    FORM 10-Q

              (X)       Quarterly  Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                      For the quarterly period ended   March 31, 1999 

                                       or

              ( )     Transition Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1939

                      For the transition period from         to             


Commission File Number:  0-18711





                           ACTRADE INTERNATIONAL, LTD.
        (Exact name of small business issuer as specified in its charter)




          Delaware                              13-3437739      
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification Number)


                        7 Penn Plaza, New York, NY 10001

                    (Address of principal executive offices)


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


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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.


            Class                         Outstanding at March 31, 1999

Common Stock, par value $0.0001
 per share                                               8,559,551




<PAGE>





















                                      INDEX






Part I.  Financial information


  Item 1.  Condensed consolidated financial statements:


               Balance sheet as of March 31, 1999 and
               June 30, 1998                                            F-2

               Statement of operations for nine and three
               months ended March 31, 1999 and 1998                     F-3

               Statement of cash flows for the nine months
               ended March 31, 1999 and 1998                            F-4

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



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


Part II.  Other information


Signatures
















                                                                          F-1


<PAGE>



                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

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

                                     ASSETS
                                                                                   March 31,            June 30,
                                                                                     1999                 1998
Current assets:
  Cash                                                                             $   445,768        $13,381,678
  Trade acceptance draft receivable, bank                                           14,075,941          1,248,368
  Accounts receivable, less allowance for
   doubtful accounts of $461,700 and $61,700
   at March 31, 1999 and June 30, 1998,
   respectively                                                                     23,337,383         11,031,201
  Trade acceptance drafts, on hand                                                     432,223
  Interest only strip, net of amortization                                             740,652
  Retained interest in trade acceptance drafts                                       2,432,701
  Prepaid expenses and taxes                                                           192,815             74,669
                                                                                   -----------        -----------
    Total current assets                                                            41,657,483         25,735,916
                                                                                   -----------        -----------

Property and equipment:
  Furniture and fixtures and computer equipment                                      1,017,529            524,282
  Leasehold improvements                                                               177,500            143,916
                                                                                   -----------        -----------
                                                                                     1,195,029            668,198
  Less accumulated depreciation                                                        401,140            293,519
                                                                                   -----------        -----------
                                                                                       793,889            374,679
                                                                                   -----------        -----------
Other assets:
  Investment in subsidiary, Actrade Funding, Inc.                                          800
  Patent right                                                                               1                  1
  Finance costs, net of amortization                                                   289,788
  Security deposit                                                                      29,805             26,806
                                                                                   -----------        -----------
                                                                                       320,394             26,807
                                                                                   -----------        -----------

                                                                                  $42,771,766        $26,137,402
                                                                                  ===========        ===========



                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Cash advance from bank                                                           $ 7,032,369
  Notes payable, bank                                                                2,041,269
  Accounts payable and customer reserves
   payable                                                                           6,630,262        $ 3,195,691
  Accrued expenses                                                                      19,834             17,439
  Deferred income                                                                                          14,190
  Income taxes payable                                                                 169,949            285,441
                                                                                   -----------        -----------
    Total current liabilities                                                       15,893,683          3,512,761
                                                                                   -----------        -----------

Commitments
Deferred rent liability                                                                 20,170             31,721
                                                                                   -----------        -----------
Shareholders' equity:
  Common  stock,  $.0001 par value,  authorized  100,000,000  shares  issued and
   outstanding 8,559,551 at March 31, 1999 and 8,541,051
   at June 30, 1998                                                                        856                854
  Common stock purchase warrants
  Additional Paid in capital                                                        14,550,466         14,489,668
  Retained earnings                                                                 12,758,947          8,102,398
                                                                                   -----------        -----------
                                                                                    27,310,269         22,592,920
  Common stock held in treasury, 31,500 shares                                   (    452,356)                   
                                                                                  -----------         -----------
                                                                                    26,857,913         22,592,920
                                                                                    ----------         ----------

                                                                                   $42,771,766        $26,137,402
                                                                                   ===========        ===========

</TABLE>


     See notes to condensed consolidated financial statements.
                                                                          F-2


<PAGE>



                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

         FOR THE NINE AND THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)





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


                                                       Nine months ended                     Three months ended
                                                           March 31,                             March 31,
                                                1999                1998             1999                 1998
                                                ----                ----             ----                 ----


Net sales                                   $137,104,604        $68,671,402        $52,890,170        $25,553,958

Cost of sales                                126,240,319         62,655,911         48,704,034         23,348,664
                                            ------------        -----------        -----------        -----------

Gross profit                                  10,864,285          6,015,491          4,186,136          2,205,294

Selling, general and
 administrative
 expenses                                      4,757,351          2,544,461          1,910,155            955,388
                                            ------------        -----------        -----------        -----------

Income from operations                         6,106,934          3,471,030          2,275,981          1,249,906
                                            ------------        -----------        -----------        -----------

Other income (charges):
  Interest income                                 55,047             68,599              3,203              6,379
  Interest expense                        (     951,017)      (    148,265)      (    479,933)      (     85,725)
  Miscellaneous income                                               30,508                                21,073
                                            ------------        -----------        -----------        -----------
                                         (     895,970)(            49,158)      (    476,730)      (     58,273)
                                          ------------         -----------        -----------        -----------

Income before income
 taxes                                         5,210,964          3,421,872          1,799,251          1,191,633

Income tax expense                               554,416            277,709            174,630             84,414
                                            ------------        -----------        -----------        -----------

Net income                                  $  4,656,548        $ 3,144,163        $ 1,624,621        $ 1,107,219
                                            ============        ===========        ===========        ===========

Earnings per common
 share:
   Primary                                  $       0.54        $      0.37        $      0.19        $      0.13
                                            ============        ===========        ===========        ===========
   Fully diluted                            $       0.54        $      0.37        $      0.19        $      0.13
                                             ============       ===========        ===========        ===========


Weighted average common shares outstanding:
   Primary                                     8,697,215          8,496,387          8,703,092          8,625,248
                                            ============        ===========        ===========        ===========
   Fully diluted                               8,697,215          8,496,387          8,703,092          8,625,248
                                            ============        ===========        ===========        ===========



</TABLE>









     See notes to condensed consolidated financial statements.
                                                                            F-3


<PAGE>



                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                    NINE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)


<TABLE>
<CAPTION>

<S>                                                                            <C>                  <C>    

                                                                                March 31,              March 31,
                                                                                  1999                   1998


Operating activities:
  Net income                                                                    $ 4,656,548           $ 3,144,163
  Adjustments to reconcile net income to
   cash provided from operating activities:
     Depreciation                                                                   107,621                55,796
     Changes in assets and liabilities:
       Accounts, bank and trade acceptances
        receivable                                                            ( 25,133,755)         (  3,570,573)
       Prepaid expenses                                                       (    118,146)         (     34,319)
       Inventory, trade acceptance drafts                                     (    432,223)
       Interest only strip and retained interest                              (  3,173,353)
       Accounts payable                                                           3,434,571         (     72,828)
       Accrued expenses                                                               2,395         (      8,977)
       Deferred income                                                        (     14,190)                47,131
       Income taxes payable                                                   (    115,492)               139,507
       Deferred rent                                                          (     11,551)         (     26,587)
       Security deposits                                                      (      2,999)         (      9,393)
       Customer deposits                                                                            (      9,761)
                                                                                -----------          -----------

       Net cash used in operating activities                                  ( 20,800,574)         (    345,841)
                                                                               -----------           -----------

Investing activities:
  Finance costs                                                               (    289,788)
  Purchase of treasury stock                                                  (    452,356)
  Investment in subsidiary, Actrade Funding Inc.                              (        800)
  Property and equipment                                                      (    526,830)         (    160,465)
                                                                               -----------           -----------

       Net cash used in investing activities                                  (  1,269,774)         (    160,465)
                                                                               -----------           -----------

Financing activities:
  Proceeds from issuance of common stock                                             60,800             1,201,213
  Cash advances from bank                                                         9,073,638         (  1,019,392)
                                                                                -----------          -----------

       Net cash provided by financing activities                                  9,134,438               181,821
                                                                                -----------           -----------

Net decrease in cash                                                          ( 12,935,910)         (    324,485)

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

Cash, end of period                                                             $   445,768           $ 7,027,980
                                                                                ===========           ===========

Supplemental disclosures of cash flow information:
   Cash paid during the year for:
     Interest                                                                   $   951,017           $   148,265
                                                                                ===========           ===========
     Income taxes                                                               $   669,908           $   138,202
                                                                                ===========           ===========




</TABLE>




     See notes to condensed consolidated financial statements.
                                                                            F-4


<PAGE>



                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                        NINE MONTHS ENDED MARCH 31, 1999
                                   (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  was  incorporated  in the State of Delaware on April 3, 1987.
Actrade Capital, 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  International  Corp., a New York corporation,  was incorporated on July
18, 1985.  Actrade  represents  various U. S.  manufacturers and distributors by
buying and exporting  their products  overseas.  Actrade South  America,  Inc. 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. 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  October  1998,  Actrade
Forfaiting,  Inc. changed its name to Actrade  Resources,  Inc. In July of 1998,
Actrade  Capital Canada,  Ltd. was  incorporated  under the laws of Canada.  The
Company is a wholly owned  subsidiary  of Actrade  Capital,  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

                        NINE MONTHS ENDED MARCH 31, 1999
                                   (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 Actrade South America, a foreign corporation,  Actrade International
Corp.  and Actrade  Capital,  Inc. are included as the  subsidiaries  of Actrade
International,  Ltd. Actrade Resources, Inc. (formerly 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
Capital, Inc.


4. Risks and uncertainties:

     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.


     A portion  of the  Company's  sales  are 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.



5. Related party transactions:


     During each of the three years  ended March 31,  1999,  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

                        NINE MONTHS ENDED MARCH 31, 1999
                                   (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               11/01/98 to 03/31/99             5,131.38
         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
         Florida                   month to month                1,223.75
         California             11/20/98 to 11/30/99             1,448.00
         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
         New Jersey             04/01/99 to 03/31/04            20,806.04


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

                    March 31, 2000                                $  442,926
                    March 31, 2001                                   311,692
                    March 31, 2002                                   265,492
                    March 31, 2003                                   249,672
                    March 31, 2004                                   249,672
                                                                   ----------
                                                                  $1,519,454

      Rent  expense  amounted  to  $231,318  and  $122,973  for 1999  and  1998,
        respectively.



7. Income taxes:

    The components of income tax expense are:
                                                       1999              1998
                                                       ----              ----
    Income taxes currently payable:
      Federal                                        $320,802         $176,417
      State                                           217,094          102,864
                                                     --------         --------
                                                      537,896          279,281
                                                     --------         --------
    Deferred tax expense arising from:
      Excess of Financial accounting
       depreciation over tax                        (  11,658)       (   3,036)

      Other                                            28,178            1,464
                                                     --------         --------
                                                       16,520        (   1,572)
                                                     --------         --------

    Total income tax expense                         $554,416          $277,709
                                                     ========          ========








                                                                            F-7


<PAGE>



                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                        NINE MONTHS ENDED MARCH 31, 1999
                                   (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:



                                                  1999                 1998
                                                  ----                 ----

      Computed tax at the expected
       statutory rate                         $1,698,596            $1,271,013

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

      State income taxes                         217,094              102,864

      Foreign income                         ( 1,361,044)         ( 1,077,846)

      Other                                       16,520          (     1,572)
                                               ----------           ----------

      Income tax expense                      $  554,416           $  277,709
                                               ==========           ==========



    The effective  statutory  rate for 1999  and  1998 was 34% 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
$11,702,281 at March 31, 1999 and $6,571,412 at March 31, 1998.



     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

                        NINE MONTHS ENDED MARCH 31, 1999
                                   (Unaudited)









8. Trade Acceptance Drafts receivable, bank:

     As of March 31,  1999,  the Company had total TAD amounts due from banks of
$14,075,941.  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 from  Actrade  that  has been  assigned  and
delivered,  whereby  providing  financing in an overdraft or loan agreement.  At
March 31, 1999 there were advances of $7,032,369 and  $2,041,269,  respectively.
As each TAD is  collateralized,  the face amount will be credited to the Actrade
account to reduce the advance overdraft or loan payable on a as needed basis.


    As of March 31, 1999, the Company had sold TAD's to a banking institution in
the amount of  $2,432,257.  This  amount was due from the bank at March 31, 1999
and collected in April.


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





                                    Nine and three months ended
                                             March 31,
                                   1999                       1998
                                   ----                       ----

 Weighted average of shares
   actually outstanding         8,522,174    8,528,051    8,139,501   8,268,362
 Common stock purchase
   warrants and options           175,041      175,041      356,886     356,886
                                ---------    ---------    ---------   ---------

 Primary and fully diluted
   weighted average common
   shares outstanding           8,697,215     8,703,092   8,496,387   8,625,248
                                =========     =========   =========   =========
















                                                                           F-9


<PAGE>


                  ACTRADE INTERNATIONAL, LTD. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                        NINE MONTHS ENDED MARCH 31, 1999
                                   (Unaudited)







10. Common stock purchase warrants and options:

     In the nine months ended March 31, 1999,  18,500 warrants were exercised at
prices ranging from $3.00 to $6.40,  resulting in net proceeds to the Company of
$76,000 and the issuance of 18,500 common shares.

     In the quarter ended December 31, 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 1999 or 1998.



11. Patent rights:

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


12. Receivables, loan and security agreement:

     On March 4, 1999,  the Company  entered into a five year  agreement  with a
major  financial  institution  (a)  providing  for the  transfer and sale by the
Company to a  wholly-owned  subsidiary  of the Company of a  designated  pool of
domestic trade acceptance  drafts  receivables,  and (b) allowing the Company to
sell to the financial institution an ownership interest in the trade acceptances
drafts for proceeds up to $25 million.  The agreement includes fees the borrower
shall pay the lender  (facility  fees) in the amounts and on the dates set forth
in a fee letter executed  between the borrower and the lender.  During the third
quarter of fiscal 1999, the Company sold $14,285,755 of trade acceptance drafts.



                                                                      F-10



<PAGE>



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

I.  Results of Operations

General

During the first nine months of fiscal 1999,  ended March 31, 1999,  the Company
had combined gross sales of  $137,104,604,  as compared to  $68,671,402  for the
first nine months of fiscal 1998,  an increase of  $68,433,202  or 99% above the
same  period  in  fiscal  1998.   Cost  of  sales  during  this  period  totaled
$126,240,319,  or approximately 92% of gross sales, as compared to cost of sales
for the same period in fiscal 1998 of $62,655,911, or approximately 91% of gross
revenues.  One of the principal reason for this slight increase in cost of sales
expressed  as a  percentage  of  total  sales  was the fact  that an  increasing
percentage of the Company's  overall sales is derived from Capital's TAD Program
where  profit  margins  are lower than in other  areas.  This  resulted in gross
profits from operations of $10,864,285 for the nine month period ended March 31,
1999,  compared to $6,015,491 for the same period in fiscal 1998, an increase of
$4,848,794  (or  approximately  81%) over the first nine months of fiscal  1998.
After general and administrative expenses of $4,757,351,  income from operations
increased  to  $6,106,934,  as compared to  $3,471,030  for the same period last
year, an increase of 76%. After interest  income and expenses and provisions for
income taxes, the Company  experienced net income of $4,656,548,  as compared to
$3,144,163  for the first nine  months of fiscal 1998 (an  increase of 48%),  or
$0.54 per share as compared to $0.37 per share for the same period last year.

The substantial  increase in gross sales during this period was primarily due to
the expansion of the Company's  operations  through (i) significantly  increased
sales by  Actrade  Capital  Inc.  ("Capital"),  including  its  recently  formed
subsidiary  Actrade Capital Canada,  Inc.  ("Canada"),  through its TAD Program,
discussed  separately  below  (see "III.  Actrade  Capital,  Inc.  And The Trade
Acceptance  Draft  Program") and (ii) the increased  sales by Actrade S.A, which
includes the results of its subsidiary  Actrade  Resources,  Inc.  ("Resources")
discussed  below.  Continuing  the trend of  recent  fiscal  periods,  the major
portion of the Company's sales,  over 61% at the end of the first nine months of
fiscal 1999 are now derived from  Capital's TAD Program  ($84,814,280  in the US
market).  However,  apart from direct sales made by Capital in the US market, it
is  important to consider the  commencement  of sales in the Canadian  market by
Canada  (resulting in gross sales of $436,539 for this period)  related to trade
financing activities.  In combination,  the total sales from the TAD Program and
related  activities in Canada total  $85,250,819  or 62% of the Company's  total
sales for this period.

During the third quarter of fiscal 1999,  the  operations of Resources  began to
contribute  significantly to the Company's  overall sales.  Resources,  a wholly
owned  subsidiary  of  Actrade  S.A.,  is  engaged  in  a  specialized  area  of
international  trade and finance.  Resources  buys  merchandise  from  suppliers
through  the  purchase  of the bill of lading  for the  merchandise,  paying the
supplier in full at the time of purchase.  Resources  will then sell the bill of
lading to a buyer with  extended  payment  terms.  The sale to the buyer is made
against  delivery of bills of exchange that  typically  will be payable at dates
certain in the future  according to the payment terms  required by the buyer and
agreed  to  by  Resources.  Resources  then  collects  the  sale  price  of  the
merchandise  under the bills of  exchange  on their due dates or, in most cases,
sell the bills of exchange to financial  institutions  without recourse.  During
the third quarter, Resources generated $23,251,489 in gross sales. After cost of
sales of  $21,475,498  and  general  and  administrative  expenses  of  $75,020,
Resources realized  $1,700,971 in income from operations.  The operating results
for Resources have been consolidated with the results of Actrade S.A.

- Third Quarter Results

     With respect to the three months ended March 31, 1999 the Company continued
to show  substantial  growth on a par with recent  fiscal  periods.  Gross sales
reached  $52,890,170  (up  $27,336,212  or 107% from the third quarter of fiscal
1998).  After costs of sales of  $48,704,034  (compared to  $23,348,664  for the
third  quarter  of  fiscal  1998)  gross  profit  climbed  to  $4,186,136.  This
represents  an increase of  $1,980,842 or slightly less than 90% above the third
quarter of fiscal 1998.  Net  earnings  after  interest  income and expenses and
allowances  for income  taxes  reached  $1,624,621  (an  increase of $517,402 or
approximately  47%  higher  than the same  period  of  fiscal  1998).  Per share
earnings for the third  quarter of fiscal  1999,  climbed to $0.19 per share (as
compared to $0.13 for the third quarter of fiscal 1998),  a 46.2%  increase over
the third quarter of fiscal 1998.



During the third quarter selling,  general and administrative expenses continued
to escalate and reached $1,910,155,  as compared to $955,388 for the same period
in fiscal 1998.  However,  when viewed as a percentage of gross sales,  selling,
general  and  administrative  expenses  remained  relatively  stable  with these
expenses  represented  3.6% of total  gross  sales  during the third  quarter of
fiscal 1999,  as compared to 3.7% during the same period last year.  This slight
increase is in part due to the restructuring of the Company's marketing strategy
away  from the  development  of  regional  offices  in  favor  of a  nation-wide
marketing approach from more strategically located sales offices.

II.  Discussion of Financial Condition

On a  consolidated  basis,  at March 31, 1999 the  Company  had total  assets of
$42,771,766, compared with $26,137,402 at June 30, 1998, the end of fiscal 1998,
(an  increase  of  $16,634,364).  Total  current  liabilities  at March 31, 1999
increased  to  $15,893,683,  compared  with  $3,512,761  at June 30,  1998,  (an
increase of $12,380,922).  Of the Company's  assets at March 31, 1999,  $445,768
was in the form of cash and cash equivalent (compared to $13,381,678 at June 30,
1998).  The decrease in cash and cash  equivalent at March 31, 1999 reflects the
ongoing  utilization  of available  cash by Capital in  connection  with its TAD
Program.  At March 31, 1999  virtually all of the Company's  available  cash was
invested  in TADs  therefore  the cash on hand at that date was low. At June 30,
1998 the  opposite  situation  was true in that the  Company had  recently  sold
virtually all of its TAD inventory and, not having yet  reinvested  this cash in
the purchase of new TADs, there remained a large cash balance on hand at the end
of fiscal 1998.

In  addition  to  cash,  $23,337,383  represents  accounts  receivable.  Of  the
Company's accounts  receivable  $16,937,724 (net of allowance for bad debts) are
trade  receivables not related to the TAD program  including  $14,322,339 due to
Actrade  S.A.,  2,540,598 due to Resources and $74,787 (net of allowance for bad
debts) due to Actrade  International  Corp. The balance of $6,399,659  represent
TADs and TAD related  receivables  including  $2,432,257 in TADs held by Capital
and not sold to any third party,  and $3,967,402 (net of allowance for bad debt)
of TAD related receivables due to Capital.

On March 4, 1999, Capital concluded the negotiation of a new, 5-year $25 Million
credit facility with ING Barings (the "ING facility"), which was an extension of
the $10 Million  interim  facility  granted by ING in December 1998.  Under this
facility, Capital periodically will sell TADs received by it to Actrade Funding,
Inc., a new wholly owned subsidiary that, in turn, pledges the TADs to ING under
the ING facility. The Company pays a commitment fee on the unused portion of the
facility  in addition to the fees  payable  with  respect to TADs sold under the
facility.  In connection with the ING facility,  the Company has adopted the FAS
125 with respect to the accounting procedures for transaction  thereunder.  This
has resulted in two additional  line items on the Company's  balance sheet under
current  assets.  These include  $2,432,701,  representing  the present value of
Capital's  retained interest in TADs pledged under the ING facility and $740,652
as interest only strip, net of amortization.  The principal advantage of the ING
facility for the Company has been to increase its  financing  sources and reduce
its cost of capital.

At March 31, 1999 the Company also had $14,075,941 in "Trade  Acceptance  Drafts
receivable, bank" representing receivables due in connection with Capital's sale
of TADs to Banco Portuguese do Atlantico ("BPA") and Summit Bank ("Summit"), but
not ING which are accounted for separately. The increase in the Company's assets
at March 31, 1999 over the fiscal year end was  principally  due to the increase
in trade acceptance drafts  receivable,  including both TADs held by Capital and
amounts due from banks for TADs sold by Capital.

     At March 31, 1999, total stockholders' equity increased to $26,857,913,  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 and the several credit facilities established by Capital with banks
and other financial institutions.


During the balance of the current fiscal year, ending June 30, 1999, the Company
projects no significant  additional capital  expenditures in connection with any
of the Company's operations except in connection with the continued expansion of
the operations of Capital, Canada and Resources.

At March 31, 1999 the Company had property,  less accumulated  depreciation,  of
$793,889  (compared  to $374,679 at June 30,  1998) and  security  deposits  and
prepaid expenses of $29,805 and $164,027, respectively,  compared to $26,806 and
$74,669,  respectively,  at June 30, 1998. A major  portion of the  increases in
these items resulted from the Company's  establishment of new office  facilities
in New Jersey during the third quarter.

     The Company also  continued to reflect  Patent rights at a value of $1. 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.  At March 31, 1999,  the Company  also  reflected as a capital
asset $289,788 of "Finance costs,  net of  amortization"  representing the costs
associated with finalizing the ING facility.


     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 March 31, 1999 the Company  continued  to show $20,170 in
deferred rent liability.


The Company's accounts payable are current.

     At March 31,  1999,  the  Company had current  liabilities  of  $7,032,369,
representing  advances  against  Capital's  credit  line with BPA which is fully
secured  by TADs  sold to BPA but not yet  collected.  There  was also  included
therein  $2,041,269  representing  notes  payable to Summit  that are also fully
secured by TADs pledged to Summit under a recently  instituted  credit facility.
The  balance of  $6,630,262  represents  trade  accounts  payable  and  customer
reserves  payable.  However,  with respect to the amounts due to BPA and Summit,
outstanding balances under those facilities are constantly changing based upon a
number of factors including the total amount of TADs sold or pledged to the bank
and the extent to which Capital needs to utilize the credit facilities provided.



     At March 31, 1999, management continues to discuss the possible addition of
new credit  facilities  with  several  other major  domestic  and  international
financial institutions. If these discussions come to fruition, of which there is
no  assurance,  these  facilities  will be  available  to finance the  continued
purchase of TADs by Capital and Canada and for the trade financing activities of
Resources in much the same manner as the existing bank facilities.



     Due to the Company's  available  cash being fully invested in TAD purchases
during this period,  management  elected to draw  against its credit line.  This
election  contributed  to the  increase in interest  expense  during the periods
discussed  herein.  In  addition,  the Company had higher  selling,  general and
administrative expenses ($4,757,351 as compared to $2,544,461 for the nine month
period  last  year)  attributable  in part to the  increased  activities  of the
Company and  expansion  costs,  including  its new Capital  corporate  office in
Somerset New Jersey, during this period.


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  will be adequate to meet the  Company's  operating  cash needs for the
foreseeable future.

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

     During fiscal 1994,  the first full year of operations for the TAD Program,
Capital  generated  gross sales of $927,757  (compared to $247,809 during fiscal
1993).  During fiscal 1995,  management  implemented an aggressive new marketing
plan for the TAD Program, which resulted in gross sales of $3,703,493 for fiscal
1995,  almost 300%  higher than fiscal  1994.  During  fiscal  1996,  as Capital
continued to step-up its marketing  program,  Capital  generated  gross sales of
$7,993,932, almost 116% higher than fiscal 1995. By fiscal 1997 Capital began to
expand its sales force and added new regional sales offices. As a result,  gross
sales  increased to  $21,668,573,  over 171% higher than fiscal 1996. For fiscal
1997,   Capital's  operations  reflected  a  gross  profit  from  operations  of
$1,366,322  with net pre-tax  income of $224,669.  During the three months ended
March 31, 1999,  Capital's sales continued to increase reaching  $34,352,025 for
the third  quarter of fiscal  1999,  as  compared to  $15,337,639  for the third
quarter of fiscal 1998 an increase of approximately 124%.


Capital's operating revenues during the first nine months of fiscal 1999 totaled
$84,814,280 or  approximately  61% of the Company's  total revenues  during this
period.

     Perhaps equally important,  during fiscal 1999 Canada commenced  operations
in October,  1998  although no sales were  recorded  until the third  quarter of
fiscal 1999.  Canada had gross  revenues of $436,539 and reflected a modest loss
from operations of $56,794. As had been the case in the United States,  Canada's
market requires an education  process to introduce the trade acceptance draft in
commercial transactions. Consequently, management has been greatly encouraged by
the operating  results in Canada to date and expect acceptance of its program to
increase during the balance of fiscal 1999.  However, no estimate can be made as
to the profit or loss that Canada will show by fiscal year end.


During the nine months  ended March 31, 1999,  Capital  also had total  interest
expenses of $915,812, while incurring direct selling, general and administrative
expenses of $3,804,931,  which resulted in net operating  income before taxes of
$1,127,863 (44% higher than for all of fiscal 1998), with net income of $942,383
after an allowance for taxes of $185,480.

With respect to Capital's  expansion plan,  based upon  management's  experience
with the TAD Program since its inception, management has determined to place its
primary  emphasis  on  developing  a  domestic  force of  aggressive  new  sales
representatives  with a solid  background in sales and the experience to present
the TAD Program to large domestic and multi-national  companies.  Management has
also elected to change its marketing  focus away from regional  sales offices in
favor of fewer offices with nation-wide marketing efforts.

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  other  company
operating a program similar to the TAD Program and, as demonstrated by Capital's
growth rate since the  introduction of the TAD Program (see  discussion  above),
Capital's  sales and gross  profits  continue  to reach new record  levels  each
quarter.


B. Actrade Canada, Inc.

     During the first six months of  operations,  management  has not identified
any specific trends which have had or that can reasonably be expected to have an
adverse  impact upon the operations of Canada.  However,  as was the case in the
United  States,  management  recognizes  that  an  educational  process  will be
required in order to fully realize the potential of the Canadian market.  Unlike
the US, however,  Canada does not have the benefits of patent protection for the
Program  being  offered.  Despite this,  management  believes that a substantial
market  exists in Canada for this  financial  service  and that the  presence of
competition is not expected to adversely affect the ability of Canada to develop
profitable operations in the future.



Actrade International Corp. - Export Division.

     Over the past year, a number of factors have  developed that have adversely
affected the export operations of Actrade International Corp. ("International").
Among the  external  factors,  perhaps the most  important  has been the renewed
strength of the American Dollar compared to other  currencies.  This 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,  the recent turmoil in the Asian and South American  financial
markets has  translated  into a slow down in orders for American  made  products
from these market segments.  This has adversely affected  International's export
operations.  Although  International had been able to offset this negative trend
with increased orders from other markets around the world, certain events during
the third quarter have caused  management  to  re-evaluate  its existing  export
operations.


     Principal  among  these  events was the  retirement  of Mr.  Leon Schorr in
mid-January  1999.  Mr.  Schorr,  together  with Mr.  Woerner,  was in charge of
International's   export   operations.   Following   Mr.   Schorr's   retirement
International agreed to the termination of its sale of air conditioning products
manufactured  by Bard  Manufacturing,  who had been a major  supplier of cooling
products in the telecommunications industry, a market developed by International
over the past several years.  This was not unexpected given the fact that it had
been Mr. Schorr's personal  relationship  with Bard that led to  International's
representation of its products overseas.


     Although not material when  considering the Company's  revenues as a whole,
the loss of Bard as a supplier will have a significant  adverse  impact upon the
future  operations of  International.  Currently,  management is evaluating  the
feasibility of continuing  International's  remaining export operations in light
of the Company's priority in expanding  Capital's TAD Program and continuing the
expansion of the international  trade and finance operations of Actrade S.A. and
Resources.


 D. Actrade S.A. and Actrade Resources Ltd.: International Trade and Finance.

     The  operations  of Actrade  S.A.  have been  designed  to  compliment  the
Company's  export   operations  by  providing   foreign  sources  for  products.
Management  believes that by utilizing the foreign network  available to Actrade
S.A. as a source of  comparable,  less  expensive  foreign  made  products,  the
Company will gain 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 dramatic  increase
in sales revenues by Actrade S.A.


     As  mentioned  above,  a result of  changing  world  conditions  has been a
significant,  adverse  impact on foreign  markets for US products.  Probably the
most  important  change  management  has  identified  has been the impact of the
availability of (or lack of) trade financing.  In management's opinion, the real
"key" to  success in  international  trading  has become the  ability to provide
trade financing in addition to competitive pricing for products.


     Beginning in fiscal 1997,  management  decided that the time had arrived to
change the approach to its international trade and financing operations. Relying
upon the financial strength of the Company,  Actrade S.A. utilized  management's
expertise  in  financing  to develop  its  international  trade  operations.  By
providing  to its  international  customers  special,  innovative  financing  in
connection with those trading activities, management believed that it could fill
the void created by increasing worldwide demand,  thereby allowing it to capture
a larger share of the current international market.



     In response to these conditions, Actrade S.A. recently established a wholly
owned subsidiary, Actrade Resources, Ltd. Although Resources is in every sense a
trading  company  that  buys  merchandise  from  suppliers  and  re-sells  it to
commercial buyers (see discussion  above),  management has successfully  adapted
certain of the founding  concepts behind the TAD Program to the needs of foreign
companies engaged in international trade.


     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. rose
to $35,098,753  during fiscal 1998 and  $48,094,881 for the first nine months of
fiscal 1999 (compared to $22,918,264  for the first nine months of fiscal 1998),
including $23,251,489 in revenues earned by Resources.


     With respect to the trading  operations of both Actrade S.A. and Resources,
apart  from  proving  management's  assumption  that  as  sales  of US  products
decrease,  sales of foreign products will increase, these results also point out
another  important  factor.  Worldwide  demand  for all  types  of  products  is
increasing, particularly where extended terms are offered to buyers.


     However,  management  believes  it is too  early  to  predict  whether  the
extraordinary  rise in sales revenues  experienced by Actrade S.A. and Resources
will continue. At present,  while product demand is high and the availability of
trade financing is low, Actrade S.A. and Resources enjoy 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.



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.

VI. "Year 2000" Compliance.

     The Year 2000 issue is the result of computer  programs being written using
two digits, rather than four to define the applicable year. Any of the Company's
computer programs that have  data-sensitive  software may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could  result in a system
failure or miscalculations causing disruptions of operations,  including,  among
other things, a temporary inability to process  transactions,  send invoices, or
engage in similar normal business activities.



     Based upon an assessment  made during fiscal 1998, the Company is currently
updating all versions of operations  and  financial  software so that all of its
systems will utilize dates beyond  December 31, 1999 properly.  This updating is
being  performed  by  independent  consultants  retained by the Company for this
purpose and is expected to cost approximately $150,000. In addition, the Company
has evaluated all of its auxiliary  computer  application  systems for Year 2000
compliance  and believes that the planned  modifications  and  conversions  will
allow it to mitigate the Year 2000 issue.


     The  Company  has  had  communications  with  its  significant   suppliers,
financial  institutions  and major customers to determine the extent to which it
may be vulnerable to any third parties' failure to remediate their own Year 2000
issues.  The  financial  impact to the Company of  bringing  its  equipment  and
systems  into Year 2000  compliance  is not  anticipated  to be  material to its
financial position or results of operations.

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: May 10, 1999



ACTRADE INTERNATIONAL, LTD.



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