UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


                                   (MARK ONE)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 1999
                                                          ------------------

                                    OR

<TABLE>
<S>                                         <C>
[ ]   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      For the transition period from                  to
                                       ---------------   --------------
</TABLE>


                        Commission file number 333-52599

                              THE HOLT GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

DELAWARE                                                     23-2932358
(State or other jurisdiction of                              (IRS Employer
Incorporation or organization                                Identification No.)

101 SOUTH KING STREET, GLOUCESTER CITY NEW JERSEY            08030
(Address of principal executive offices)                     (Zip Code)

(856) 742-3000
(Registrant's telephone number, including area code)


NOT APPLICABLE
Former name, former address and former fiscal year,
if changed since last report)


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

The total number of shares of common stock, par value $.01 per share,
outstanding as of November 15, 1999 was 100. The Registrant has no other class
of common stock outstanding.




<PAGE>

                      THE HOLT GROUP, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>

                                                                                                           Page No.
                                                                                                           --------
<S>     <C>                                                                                                 <C>
Part I.  Financial Information

Item 1.  Financial Statements

         Consolidated Balance Sheets as of September 30, 1999 (unaudited) and December 31, 1998              1-2

         Unaudited Consolidated Statements of Income
         for the Nine months ended September 30, 1999 and September 30, 1998                                   3

         Unaudited Consolidated Statements of Comprehensive Income (Loss)
         for the Nine months ended September 30, 1999 and September 30, 1998                                   4

         Consolidated Statements of Stockholder's Equity for the Year ended
         December 31, 1998 and Nine months ended September 30, 1999 (Unaudited)                                5

         Unaudited Consolidated Statements of Cash Flows for the Nine months
         ended September 30, 1999 and September 30, 1998                                                       6

         Notes to Consolidated Financial Statements                                                         7-11

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                                                         12-19

Part II  OTHER INFORMATION                                                                                 20-21

Item 1.  Legal Proceedings
Item 2.  Changes in Securities
Item 3.  Defaults Upon Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K
</TABLE>

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      THE HOLT GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                         September 30,    December 31,
                                                                             1999            1998
                                                                         -------------    ------------
                                                                          (Unaudited)       (Audited)

                                                                   (Dollars in thousands, except share data)
<S>                                                                     <C>               <C>
Assets

Current assets
  Cash                                                                  $     3,444       $    4,821
  Marketable securities                                                      29,661           26,143
  Receivables
    Trade                                                                    55,127           57,077
    Tenants                                                                  43,778           40,296
    Other                                                                     9,448           13,669
  Fuel and supplies                                                           2,601            2,338
  Prepaid expenses                                                           20,416            3,428
  Other current assets                                                        2,057            3,540
                                                                        -----------       ----------
    Total current assets                                                    166,532          151,312
                                                                        -----------       ----------

Property, plant and equipment, net of accumulated
  depreciation and amortization                                             188,222          195,265
                                                                        -----------       ----------

Other Assets
  Receivables, other                                                         29,150           29,032
  Investments                                                                 2,925            2,925
  Unamortized financing costs                                                 3,146            3,616
  Capitalized overhaul costs, net of amortization                            15,239           19,333
  Other                                                                       9,501            9,344
  Receivables from non-consolidated affiliates                               24,311           25,403
                                                                        -----------       ----------
    Total other assets                                                       84,272           89,653
                                                                        -----------       ----------

                                                                        $   439,026       $  436,230
                                                                        ===========       ==========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       1


<PAGE>

                      THE HOLT GROUP, INC. AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS - (CONTINUED)

<TABLE>
<CAPTION>
                                                                         September 30,    December 31,
                                                                             1999            1998
                                                                         -------------    ------------
                                                                          (Unaudited)       (Audited)

                                                                   (Dollars in thousands, except share data)
<S>                                                                     <C>               <C>
Liabilities and Stockholder's Equity

Current liabilities:
  Revolving credit facility                                             $    42,500       $   37,000
  Notes payable, bank                                                        27,554            9,036
  Current maturities of long-term debt
    Note payable, bank                                                        1,577            1,779
    Other                                                                     3,373            3,211
  Accounts payable                                                           47,830           55,676
  Payroll taxes payable                                                       3,822            4,433
  Accrued expenses                                                           19,606           30,040
  Payments in excess of billings                                              3,939            3,353
                                                                        -----------       ----------
    Total current liabilities                                               150,201          144,528
                                                                        -----------       ----------

Long-term debt, net of current maturities
  Notes payable, banks                                                        1,047            1,164
  Notes payable, other                                                      203,984          205,624
                                                                        -----------       ----------
    Total long-term debt, net of current maturities                         205,031          206,788
                                                                        -----------       ----------

Payables to non-consolidated affiliates                                       9,893           13,979
                                                                        -----------       ----------

Other long-term liabilities                                                  12,016           11,108
                                                                        -----------       ----------

Stockholder's equity:
  Common stock, par value $.01, authorized 1,000
    shares, issued and outstanding 100 shares                                    --               --
  Additional paid-in capital                                                  1,131            1,131
  Retained earnings                                                          68,421           60,685
  Accumulated other comprehensive (loss)                                     (7,667)          (1,989)
                                                                        -----------       ----------
    Total stockholder's equity                                               61,885           59,827
                                                                        -----------       ----------

                                                                        $   439,026       $  436,230
                                                                        ===========       ==========
</TABLE>

           See accompanying notes to consolidated financial statements.

                                       2


<PAGE>

             THE HOLT GROUP, INC. AND SUBSIDIARIES
          UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                              Three Months Ended                   Nine Months Ended
                                                                 September 30,                       September 30,
                                                        ----------------------------          ----------------------------
                                                          1999               1998               1999                1998
                                                        --------            -------           ---------           --------
                                                                               (Dollars in thousands)
<S>                                                     <C>                 <C>               <C>                 <C>
Revenue
   Operating                                            $ 77,438            $ 76,571          $ 232,770           $ 240,941
   Rental income                                           5,409               5,150             23,966              21,266
   Other                                                   4,599               2,788             13,831               9,045
   Revenue from non-consolidated affiliates                   85                   4                 94                   4
                                                        --------            --------           --------            --------
      Total revenues                                      87,531              84,513            270,661             271,256
                                                        --------            --------           --------            --------

Operating expenses
   Terminal                                               23,775              23,872             67,199              77,123
   General and administrative                             15,431              12,599             46,392              41,612
   Equipment maintenance                                  13,100              11,391             37,594              35,945
   Insurance and safety                                    2,168               2,023              5,543               4,573
   Vessel                                                  9,468              10,929             28,388              34,652
   Transportation                                         14,381              12,930             43,693              42,364
   Depreciation and amortization                           5,309               3,764             15,445              11,927
   Operating taxes and licenses                              192                 151                426                 426
   Losses on investment in joint venture                       -                 989                  -               3,899
   Charges from non-consolidated affiliates                  138                 152                417                 568
                                                        --------            --------           --------            --------
      Total operating expenses                            83,962              78,800            245,097             253,089
                                                        --------            --------           --------            --------

Income from operations                                     3,569               5,713             25,564              18,167
                                                        --------            --------           --------            --------
Interest expense, net                                      6,098               4,947             17,842              14,285
                                                        --------            --------           --------            --------

Other income (expense)
   Gain on sale of property and equipment                     11                   -                 14                  53
   Insurance proceeds                                      2,677                   -              2,677                   -
   Dividends received                                          -                   -              3,062               5,799
   Realized foreign exchange loss                              -                  (9)               (21)                (83)
                                                        --------            --------           --------            --------
      Total other income                                   2,688                  (9)             5,732               5,769
                                                        --------            --------           --------            --------

Net income                                                 $ 159               $ 757           $ 13,454             $ 9,651
                                                        ========            ========           ========             =======
</TABLE>


           See accompanying notes to consolidated financial statements.

                                        3


<PAGE>


                      THE HOLT GROUP, INC. AND SUBSIDIARIES

        UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

<TABLE>
<CAPTION>
                                                                   Three Months Ended                  Nine Months Ended
                                                                      September 30,                       September 30,
                                                             ----------------------------          --------------------------
                                                                 1999               1998             1999              1998
                                                              ---------           --------          --------         --------
<S>                                                           <C>                 <C>               <C>               <C>
Net income                                                    $    159            $   757           $13,454           $ 9,651
                                                              --------            -------           -------           -------
Other comprehensive income (loss):
   Foreign exchange translation adjustments                       (137)               (10)              108               294
   Changes in market value on marketable securities             (1,130)             6,815            (5,786)            1,355
                                                              --------            -------           -------           -------
      Total other comprehensive (loss)                          (1,267)             6,805            (5,678)            1,649
                                                              --------            -------           -------           -------

Total other comprehensive income (loss)                       $ (1,108)           $ 7,562           $ 7,776           $11,300
                                                              ========            =======           =======           =======
</TABLE>


          See accompanying notes to consolidated financial statements.

                                        4


<PAGE>


                      THE HOLT GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 1998
          AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

<TABLE>
<CAPTION>

                                               Common                                              Accumulated
                                               Stock         Common   Additional                      Other              Total
                                             Number of       Stock     Paid-in     Retained       Comprehensive      Stockholder's
                                               Shares        Amount     Capital    Earnings       Income (Loss)          Equity
                                             ---------       ------   ----------   --------       -------------      -------------
                                                                 (Dollars in thousands, except share data)

<S>                                           <C>           <C>          <C>       <C>               <C>                <C>
Balance, January 1, 1998                         100            -         631       55,147            16,951             72,729
Net income                                                                          10,559                               10,559
  Gain on sale of equipment to company
      owned by relatives of Holt's
      stockholder                                                         500                                               500
Foreign exchange adjustments                                                                             275                275
Change in market value of marketable
   securities                                                                                        (19,215)           (19,215)
Dividends paid                                                                      (5,021)                              (5,021)
                                             -------        -----      ------     --------          --------           --------
Balance, December 31, 1998                       100            -       1,131       60,685            (1,989)            59,827

Net income from January 1, 1999 to
   September 30, 1999 (unaudited)                                                   13,454                               13,454
Foreign exchange adjustments
(unaudited)                                                                                              108                108
Change in market value of marketable
   securities (unaudited)                                                                             (5,786)            (5,786)
Dividends paid                                                                      (5,718)                              (5,718)
                                             -------        -----      ------     --------          --------           --------
Balance, September 30, 1999 (unaudited)          100          $ -      $1,131     $ 68,421          $ (7,667)          $ 61,885
                                             =======        =====      ======     ========          ========           ========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                        5


<PAGE>

                     THE HOLT GROUP, INC. AND SUBSIDIARIES
                  UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            Nine Months Ended
                                                                                              September 30,
                                                                                     -----------------------------
                                                                                       1999                 1998
                                                                                     --------              -------
                                                                                        (Dollars in thousands)
<S>                                                                                  <C>                   <C>
Cash flows from operating activities
  Net income                                                                         $ 13,454              $ 9,651
  Adjustments to reconcile net income to net
    cash (used in) provided by operating activities
     Depreciation and amortization                                                     15,445               11,927
    Gain on sale of property & equipment                                                  (14)                 (53)
    Allowance for doubtful accounts                                                     5,326                1,494
  Change in assets and liabilities
      (Increase) decrease in assets
       Trade receivables                                                               (3,375)             (15,226)
       Tenants receivables                                                             (3,482)               5,394
        Fuel and supplies                                                                (262)                (238)
        Prepaid expenses                                                              (16,989)               1,113
       Other current assets                                                             1,484                 (179)
       Other assets                                                                      (224)              (2,782)
      Increase (decrease) in liabilities
       Accounts payable                                                                (7,848)              32,395
       Payroll taxes payable                                                             (612)               1,003
       Accrued expenses                                                               (10,434)             (17,357)
       Payments in excess of billings                                                     586                  (87)
       Other noncurrent liabilities                                                       907                 (921)
                                                                                     --------              -------
Net cash (used in) provided by operating activities                                    (6,038)              26,134
                                                                                     --------              -------

Cash flow from  investing activities
    Proceeds from sale of property & equipment                                            484                4,554
    Purchases of  marketable securities                                                (9,303)              (5,224)
    Purchases and construction of property, plant and equipment                        (3,984)             (17,059)
    Capitalized overhaul costs                                                           (256)             (13,329)
    Decrease (increase) in other receivables                                            4,104              (18,496)
    Decrease (increase) in receivables from non-consolidated affiliates                 1,092               (1,527)
    (Decrease) increase in payables to non-consolidated affiliates                     (4,086)               2,007
    Increase in goodwill                                                                                    (1,222)
                                                                                     --------              -------
Net cash (used in) investing activities                                               (11,949)             (50,296)
                                                                                     --------              -------

Cash flow from financing activities
    Contribution of capital                                                                                    500
    Net proceeds (payments on) term notes                                              24,016              (10,100)
    Proceeds of long-term debt                                                          2,048              144,560
    Payments on long-term debt                                                         (3,736)            (108,157)
    Dividends paid                                                                     (5,718)              (4,922)
                                                                                     --------              -------
Net cash provided by financing activities                                              16,610               21,881
                                                                                     --------              -------

Net  increase (decrease) in cash                                                       (1,377)              (2,281)
Cash, at beginning of year                                                              4,821                8,005
                                                                                     --------              -------
Cash, at end of period                                                                $ 3,444              $ 5,724
                                                                                     ========              =======

Supplemental disclosures of cash flow information
  Cash paid during the year for interest, net of amounts capitalized                 $ 22,516              $ 5,934
                                                                                     ========              =======

Non-cash investing and financing activities
  Change in market value of marketable securities                                    $ (5,786)            $ (5,460)
  Unrealized foreign exchange gain                                                        108                  304
  Gain on sale of property and equipment to company
      owned by relatives of Holt's stockholder                                              -                  500
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        6


<PAGE>

                      THE HOLT GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

(1)      BUSINESS AND BASIS OF PRESENTATION

The Holt Group, Inc. and its subsidiaries (collectively referred to as "Holt")
are engaged in stevedoring, trucking, warehousing and distribution services;
rental of real estate and equipment in the Delaware Valley area, and
container-shipping and chartering of vessels.

The consolidated financial statements include Holt's wholly owned subsidiaries,
Holt Hauling and Warehousing System, Inc. (HHW), Holt Cargo Systems, Inc. (HCS),
The Riverfront Development Corporation (RFD), Murphy Marine Services, Inc. (MMS)
and subsidiary (Wilmington Stevedores, Inc.), San Juan International Terminals,
Inc. (SAN), SJIT, Inc. (SJIT) and NPR Holdings Corporation and subsidiaries
(NPR, Inc., NPR-Navieras Receivables, Inc., and NPR S.A., Inc. collectively,
NPR).

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). Accordingly, they do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements. However, in the opinion of the
management of Holt, all adjustments (comprising only normal recurring accruals)
necessary for a fair presentation of operating results have been included in the
statements.

Operating results for the nine month period ended September 30, 1999 are not
necessarily indicative of financial results that may be expected for the full
year ended December 31, 1999. These unaudited consolidated financial statements
should be read in conjunction with the consolidated historical financial
statements and notes thereto included in Holt's Prospectus filed with the SEC on
June 18, 1999.

RECENT ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting
for Derivative Instruments and Hedging Activities," was issued by the Financial
Accounting Standards Board in June 1998. SFAS 133, as amended by SFAS 137, is
effective for all fiscal quarters for all fiscal years beginning after June 15,
2000. This Statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires recognition of all
derivatives as either assets or liabilities on the balance sheet and measurement
of those instruments at fair value. If certain conditions are met, a derivative
may be designated specifically as (a) a hedge of the exposure to changes in the
fair value of a recognized asset or liability or an unrecognized firm commitment
referred to as a fair value hedge, (b) a hedge of the exposure to variability in
cash flows of a forecasted transaction (a cash flow hedge), or (c) a hedge of
the foreign currency exposure of a net investment in a foreign operation, an
unrecognized firm commitment, an available-for-sale security, or a forecasted
transaction. Holt does not currently use derivative financial instruments and
does not expect the adoption of Statement No. 133 to have a material impact on
its financial statements.


RECLASSIFICATIONS

Certain amounts in the September 30, 1998 financial statements have been
reclassified to conform to the September 30, 1999 presentation.

                                       7
<PAGE>


                      THE HOLT GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

(2) MARKETABLE SECURITIES AVAILABLE FOR SALE

In April 1997, RFD purchased 1,096 shares (subsequently converted into 2,192
shares as a result of a 2-for-1 stock split) of common stock, representing 16.9%
of the outstanding shares of Atlantic Container Line AB (ACL), a publicly traded
foreign corporation, at a cost of $23.5 million for cash and a $8.5 million note
payable to a foreign bank. The note is due in December 1999 and bears interest
at the London Inter-Bank Offered Rate (LIBOR) plus 2.25%. Holt has recently
executed a commitment letter with the foreign bank providing for an extension of
the maturity date of the note to December, 2000.

During June 1998, RFD purchased options to buy approximately 1.5 million shares
(11.1%) of ACL stock at a cost of $5.2 million. These options were scheduled to
expire in March of 1999. Prior to the expiration dates of these options, RFD
entered into new option agreements for the 1.5 million shares and paid
approximately $9.3 million for the new options, which are now scheduled to
expire on December 1, 1999 and have an exercise price of 50.50 NOK per share
(approximately $6.40 per share as of the filing date of this form 10Q). Holt
expects to negotiate for an extension of the term of the options to June 1,
2000.

Marketable securities available-for-sale and other cost investments were as
follows:

<TABLE>
<CAPTION>

                                              September 30,                                     December 31,
                                                  1999                                              1998
                            -----------------------------------------------       ---------------------------------------
                                               Unrealized                                        Unrealized
                                                 Holding                                           Holding
                              Cost                (Loss)             Total          Cost         Gain (Loss)      Total
                            --------            ---------          --------       --------        ---------      --------
<S>                         <C>                    <C>             <C>            <C>              <C>           <C>
Stock - ACL                 $ 23,509               $ (69)          $ 23,440       $ 23,509         $ 2,069       $ 25,578
Options - ACL                 14,505              (8,297)             6,208          5,201          (4,649)           552
Other                             13                                     13             13               -             13
                            --------            ---------          --------       --------        ---------      --------
 Total                      $ 38,027            $ (8,366)          $ 29,661       $ 28,723        $ (2,580)      $ 26,143
                            ========            =========          ========       ========        =========      ========
</TABLE>

Dividends declared for the nine months ended September 30, 1999 and the year
ended December 31, 1998 were $3,062 and $5,799, respectively, and are included
in Other Income in the accompanying Consolidated Statements of Income.

It is Holt's intent to dividend to Holt's sole stockholder the ACL shares and
options it owns subject to all indebtedness related to the shares and options
and also subject to receiving all necessary governmental and third party
consents for ultimate distribution. As of September 30, 1999, such indebtedness
amounted to $31.1 million, of which $10.3 million was payable to a bank and
$20.8 million was payable to other subsidiaries of Holt. In conjunction with the
proposed distribution, Holt's sole shareholder would assume such indebtedness
and agree to repay the portion payable to Holt ($20.8 million) prior to June 30,
2000. In the event the dividend is not declared, Holt intends to otherwise
liquidate the ACL stock and options.

                                       8

<PAGE>


                      THE HOLT GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>

(3) THE REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

                                                                    SEPTEMBER 30, 1999   DECEMBER 31, 1998
                                                                    ------------------   -----------------
<S>                                                                      <C>                 <C>
Revolving Credit Facility                                                $42,500             $ 37,000
Notes payable, banks                                                      30,178               11,979
Senior Notes                                                             140,000              140,000
Bonds payable
   1997 Fixed Rate Series K                                               27,250               27,250
   1992 Fixed Rate Series G                                               10,000               10,000
   1992 Fixed Rate Series H                                                9,000                9,000
   1992 Fixed Rate Series J                                                5,000                5,000
Construction mortgage payable                                              4,943                4,896
Equipment financing                                                       11,164               12,689
                                                                          ------               ------
                                                                         280,035              257,814
                                                                         -------              -------

Less current maturities:
   Revolving Credit Facility                                              42,500               37,000
   Notes payable, banks                                                   29,131               10,815
   Equipment and construction notes payable                                3,373                3,211
                                                                           -----                -----

                                                                        $205,031             $206,788
                                                                        ========             ========
</TABLE>

REVOLVING CREDIT FACILITY AND NOTES PAYABLE, BANKS

At September 30, 1999 and December 31, 1998, revolving credit facility and notes
payable, banks, consist of the following:

<TABLE>
<CAPTION>
                                                                       SEPTEMBER 30,       DECEMBER 31,
                                                                           1999                1998
                                                                       -------------       ------------
<S>                                                                      <C>                <C>
Revolving credit facility due in November 1999 with interest
   payable monthly at prime plus 3/4%, secured by the vessels.           $42,500              $37,000

Term loan due the earlier of the finalization of the insurance claim
   regarding Hurricane Georges or December 31, 1999 with interest
   payable monthly at prime plus 3/4% secured by accounts receivable.     17,250                    -

Term loan due December 1999 with interest payable quarterly at
   LIBOR plus 2.25%, secured by investments in
   marketable securities.                                                 10,304                9,036

Payable in monthly installments of $19 plus interest at 1.25% over
   prime. The final payment of $1,186 is due in December 1999.             1,244                1,419

Payable in monthly installments of $28 plus interest at prime.               687                  750

Payable in monthly installments of $16 plus interest at prime.               672                  750

Payable in monthly installments of $.5 including interest at 11%.             21                   24
                                                                         -------              -------

                                                                         $72,678              $48,979
                                                                         =======              =======
</TABLE>
                                       9
<PAGE>

                      THE HOLT GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

SENIOR NOTES

Senior Notes of $140,000 are due in January 2006. The notes bear interest at
9.75% with interest payable semiannually.

BONDS PAYABLE

1997 Fixed Rate Series K

The bonds mature March 1, 2027 and bear interest at an effective rate of 7.8%,
payable semi-annually. These bonds redeemed and replaced the 1986 fixed rate
series D and E bonds.

1992 Fixed Rate Series G

The bonds mature at various dates through December 15, 2015, and bear interest
at 8.4%, payable semi-annually. The bond indenture requires annual principal
payments into a sinking fund beginning December 15, 2006 through 2015.

1992 Fixed Rate Series H

The bonds mature at various dates through December 15, 2017, and bear interest
at 8.6%, payable semi-annually. The bond indenture requires annual principal
payments into a sinking fund beginning December 15, 2008 through 2017.

1992 Fixed Rate Series J

The bonds mature at various dates through November 1, 2023, and bear interest at
8.5%, payable semi-annually. The bond indenture requires annual principal
payments into a sinking fund beginning November 1, 2004 through 2023.

CONSTRUCTION MORTGAGE PAYABLE

The mortgage is payable in monthly installments of $33 including interest at 6%;
final payment of $2,952 including interest, is due in March, 2012.

EQUIPMENT FINANCING

The equipment obligations are payable in monthly installments aggregating $264
plus interest. Interest rates at September 30, 1999 and December 31, 1998 ranged
from 6.66% to 10.28%.

                                       10

<PAGE>

                      THE HOLT GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

(4)  NON-GUARANTOR SUBSIDIARY

Holt's wholly owned subsidiary, RFD, is not a guarantor on the Senior Notes (See
Note 3). The guarantor subsidiaries are wholly owned and provide full, complete,
unconditional, joint and several guarantees on the notes. Additionally, Holt's
parent, HGI has no operations or assets other than its investment in
subsidiaries. Accordingly, Holt has not presented separate financial statements
and other disclosures concerning the subsidiary guarantors as management has
determined that such information is not material to investors.

As of September 30, 1999 and September 30, 1998 and for each of the nine month
periods then ended, summarized financial information is as follows:

<TABLE>
<CAPTION>
                                                           September 30, 1999
                              ------------------------------------------------------------------------------------
                                              Subsidiary
                                HGI           Guarantors         RFD             Eliminations        Consolidated
                             --------         ----------      --------           ------------        ------------
<S>                          <C>               <C>            <C>                       <C>            <C>
Current assets               $    775          $ 136,110      $ 29,647            $       -            $ 166,532
Non-current assets            286,986            187,984         3,925             (206,401)             272,494
Current liabilities            63,692             75,962        10,547                    -              150,201
Non-current liabilities       140,000             66,150        20,790                    -              226,940

<CAPTION>

                                                    Nine Months Ended September 30, 1999
                              ------------------------------------------------------------------------------------
                                              Subsidiary
                                HGI           Guarantors         RFD             Eliminations        Consolidated
                             --------         ----------      --------           ------------        ------------
<S>                          <C>               <C>            <C>                       <C>            <C>
Revenue                      $ 30,135          $ 288,391      $      -            $ (47,865)           $ 270,661
Operating income (loss)        27,070             28,681           (52)             (30,135)              25,564
Net income                     13,454             27,799         2,336              (30,135)              13,454

<CAPTION>
                                                           September 30, 1998
                              ------------------------------------------------------------------------------------
                                              Subsidiary
                                HGI           Guarantors         RFD             Eliminations        Consolidated
                             --------         ----------      --------           ------------        ------------
<S>                          <C>               <C>            <C>                       <C>            <C>
Current assets                $ 5,421          $ 108,470      $ 30,795            $       -            $ 144,686
Non-current assets            234,319            282,954         3,926             (250,236)             270,963
Current liabilities            21,972             84,631         9,430                    -              116,033
Non-current liabilities       140,000            161,164        15,510              (79,714)             236,960

<CAPTION>

                                                    Nine Months Ended September 30, 1998
                              ------------------------------------------------------------------------------------
                                              Subsidiary
                                HGI           Guarantors         RFD             Eliminations        Consolidated
                             --------         ----------      --------           ------------        ------------
<S>                          <C>               <C>            <C>                       <C>            <C>
Revenue                      $ 22,947          $ 288,740      $      -            $ (40,431)           $ 271,256
Operating income               20,184             20,989           (59)             (22,947)              18,167
Net income                     10,151             17,756         5,191              (23,447)               9,651
</TABLE>

RFD's current assets consist primarily of marketable securities (See Note 2).
RFD's liabilities consist of bank debt and advances from two of the subsidiary
guarantors. RFD's net income is a result of dividends received, net of expenses.

                                       11

<PAGE>


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

The following information should be read in conjunction with the Company's
Consolidated Financial Statements and the accompanying notes thereto included in
Item 1 of this Quarterly Report, and the financial statements and notes thereto
and Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Company's Prospectus filed on June 18, 1999.

Effective January 1, 1998, all of Holt's wholly owned subsidiaries file a
consolidated federal return and, for certain state income taxes, subchapter S
corporation tax returns as provided by the Internal Revenue Code.

Income of subchapter S corporations is reportable by the stockholders on their
individual tax returns. Accordingly, no provision for federal or state income
taxes has been reflected in the accompanying financial statements for the
subchapter S corporations, which earned substantially all of the consolidated
income for each year.

FORWARD-LOOKING STATEMENTS

When used in this Quarterly Report on Form 10-Q the words or phrases "will
likely result," "are expected to," "will continue," "is anticipated,"
"estimate," "projected," or similar expressions are intended to identify
"forward looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks and
uncertainties, including but not limited to general economic and business
conditions, dependence on debt financing, competition, changes in foreign
political, social and economic conditions, customer preferences and various
other matters, many of which are beyond the Company's control. Such factors,
which are discussed in Management's Discussion and Analysis of Financial
Condition and Results of Operations, could affect the Company's financial
performance and could cause the Company's actual results for future periods to
differ materially from any opinion or statements expressed herein with respect
to future periods. As a result, the Company wishes to caution readers not to
place undue reliance on any such forward looking statements, which speak only as
of the date made.

                                       12

<PAGE>


RESULTS OF OPERATIONS OF THE COMPANY

The following table sets forth, for the periods indicated, the Company's actual
operating results in thousands of dollars and as a percentage of total revenues:

<TABLE>
<CAPTION>

                                              Three Months Ended                           Nine Months Ended
                                                  September 30,                               September 30,
                                   ---------------------------------------      ----------------------------------------
                                          1999                  1998                  1999                  1998
                                   -----------------      ----------------      -----------------      -----------------
                                      $           %          $         %           $           %         $           %
<S>                                <C>          <C>       <C>         <C>       <C>          <C>       <C>          <C>
Operating revenues                $77,438       88.5      76,571      90.6      232,770      86.1      240,941      88.8
Rental income                       5,409        6.2       5,150       6.1       23,966       8.9       21,266       7.8
Other revenues                      4,599        5.3       2,788       3.3       13,831       5.1        9,045       3.3
Revenues from non-consolidated
   affiliates                          85          -           4         -           94         -            4       0.0
                                  -------       ----     -------      ----     --------      ----     --------      ----
Total revenues                     87,531      100.0      84,513     100.0      270,661     100.0      271,256     100.0
                                  -------       ----     -------      ----     --------      ----     --------      ----

Operating expenses
Terminal                           23,775       27.2      23,872      28.2       67,199      24.8       77,123      28.4
General and administrative         15,431       17.6      12,599      14.9       46,392      17.1       41,612      15.3
Equipment maintenance              13,100       15.0      11,391      13.5       37,594      13.9       35,945      13.3
Insurance and safety                2,168        2.5       2,023       2.4        5,543       2.0        4,573       1.7
Vessel                              9,468       10.8      10,929      12.9       28,388      10.5       34,652      12.8
Transportation                     14,381       16.4      12,930      15.3       43,693      16.1       42,364      15.6
Depreciation and amortization       5,309        6.1       3,764       4.5       15,445       5.7       11,927       4.4
Allowances for losses on
   advances to joint venture            -          -         989       1.2            -         -        3,899       1.4
Other operating expenses              330        0.4         303       0.4          843       0.3          994       0.4
                                  -------       ----     -------      ----     --------      ----     --------      ----
Total operating expenses           83,962       95.9      78,800      93.2      245,097      90.6      253,089      93.3
                                  -------       ----     -------      ----     --------      ----     --------      ----

Operating income                  $ 3,569        4.1     $ 5,713       6.8     $ 25,564       9.4     $ 18,167       6.7
                                  -------       ----     -------      ----     --------      ----     --------      ----

Net income                        $   159        0.2     $   757       0.9     $ 13,454       5.0     $  9,651       3.6
                                  =======       ====     =======      ====     ========      ====     ========      ====

Calculation of EBITDA (1):
   Operating income                 3,569                  5,713                 25,564                 18,167
   Depreciation and amortization    5,309                  3,764                 15,445                 11,927
   Allowances for losses on
    advances to joint venture           -                    989                      -                  3,899
                                  -------       ----     -------      ----     --------      ----     --------      ----
   EBITDA                           8,878       10.1      10,466      12.4       41,009      15.2       33,993      12.5
</TABLE>

(1)  The term EBITDA as used herein represents operating income plus
     depreciation and amortization, adjusted to exclude certain non-recurring
     revenues and expenses. EBITDA has been presented because the Company
     believes it is commonly used in this or a similar format by investors to
     analyze and compare operating performance and to determine a company's
     ability to service and/or incur debt. However, EBITDA should not be
     considered in isolation or as a substitute for net income, cash flow from
     operations or any other measure of income or cash flow that is prepared in
     accordance with generally accepted accounting principles, or as a measure
     of a company's profitability or liquidity. See "Management's Discussion and
     Analysis of Financial Condition and Results of Operations" and the
     financial statements of the Company and the related notes thereto included
     elsewhere in this Form 10Q.

                                       13

<PAGE>

RESULTS OF OPERATIONS

REVENUES
Total revenues decreased to $270.7 million, for the nine months ended September
30, 1999 from $271.3 million for the nine months ended September 30, 1998, a
decrease of $0.6 million, or 0.2%.

Operating revenues decreased to $232.8 million, for the nine months ended
September 30, 1999 from $240.9 million for the nine months ended September 30,
1998, a decrease of $8.1 million, or 3.4%.

The decrease in operating revenues was partially due a decrease in ocean revenue
of approximately $5.6 million. While southbound volume for the nine month period
ended September 30, 1999 increased by approximately 1,100 containers over the
comparable period for 1998, the average revenue per unit decreased approximately
3% resulting in a reduction in southbound revenue. The Company experienced both
a decrease in northbound volume of approximately 1,600 containers and a slight
decrease in revenue per unit of 0.6% for the nine months ended September 30,
1999 compared to the comparable period for 1998 which resulted in a reduction in
northbound revenue. While interisland revenue per unit increased approximately
4.3%, interisland volume decreased by 381 containers resulting in a net decrease
in interisland revenue for the for the nine months ended September 30, 1999
compared to the nine months ended September 30, 1998. The Company continues to
experience competitive rate pressure. While volume increased slightly for the
three months ended September 30, 1999 compared to the same period 1998, the
trend in revenue per container continued to decrease. This competitive pressure
is expected to continue to impact NPR's revenues for the foreseeable future.

Operating revenues were further adversely affected by a $6.3 million decrease in
stevedoring revenue for the nine month period ended September 30, 1999 as a
result of reduced vessel calls and containers handled at Packer Avenue Marine
Terminal (PAMT).

Decreases in operating revenues were partially offset by increased third party
stevedoring revenues of $1.9 million from the Company's newly established
subsidiary San Juan Internationals Inc. as well as an increase of $0.9 million
of revenue at the Port of Wilmington. Trucking revenues for the nine month
period ended September 30, 1999 increased slightly by $0.9 million as compared
to the nine month period ended September 30, 1998.

Rental income increased to $24.0 million for the nine months ended September 30,
1999 from $21.3 million for the nine months ended September 30, 1998, an
increase of $2.7 million, or 12.7%. The increase was due to increased leasing
revenues from the Lessee-Operators at the Gloucester Facility associated with
increased tonnage of cargo handled.

Other revenue increased to $13.8 million for the nine months ended September 30,
1999 from $9.0 million for the nine months ended September 30, 1998, an increase
of $4.8 million, or 52.9%. The increase was primarily attributable to an
increase in third party billings for demurrage of $6.5 million offset by a
decrease in third party stevedoring by NPR of $2.1 million.

For the three months ended September 30, 1999, total revenues increased to $87.5
million from $84.5 million for the three months ending September 30, 1998, a
increase of $3.0 million, or 3.6%. These increases were due to increases in
third party billings for demurrage of $1.9 million as well as increased third
party stevedoring revenues of $1 million.

TERMINAL EXPENSES
Terminal expenses decreased to $67.2 million for the nine months ended September
30, 1999 from $77.1 million for the nine months ended September 30, 1998, a
decrease of $9.9 million, or 21.2%.

This decrease is partially attributable to improved efficiencies at the Packer
Avenue and San Juan terminals for the handling of NPR containers. The decrease
in terminal expense is also attributable to reduced container vessel calls at
the PAMT as well as a reduction in total containers handled by NPR.

Terminal expenses essentially remained unchanged decreasing to $23.8 million for
the three months ended September 30, 1999 from $23.9 million for the three
months ended September 30, 1998. However, on a quarterly basis, decreases in
terminal expenses at the Company's PAMT as a result of reduced vessel calls

                                       14

<PAGE>

for the quarter ended September 30, 1999 were offset by an increase in terminal
operations at the San Juan terminal since the Company had less activity in
anticipation of and as a result of Hurricane Georges which occurred at the end
of the quarter ended September 30, 1998. The Company also experienced an
increase in terminal expenses at its operations in the Port of Wilmington due to
increased activity for the quarter ended September 30, 1999 over the comparable
period for 1998.

GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased to $46.4 million for the nine
months ended September 30, 1999 from $41.6 million for the nine months ended
September 30, 1998, an increase of $4.8 million, or 11.5%.

General and administrative expenses increased to $15.4 million for the three
months ended September 30, 1999 from $12.6 million for the three months ended
September 30, 1998, an increase of $2.8 million, or 22.5%.

The increases in the nine months ended September 30, 1999 resulted from a one
time charge for severance payments of $0.9 million, an increase of $2.1 million
in professional fees associated with reorganization of certain administrative
and accounting activities and the registration of the Company's Senior Notes. A
further increase of $0.3 million was attributable to start-up costs associated
with the formation of two subsidiaries (SAN and SJIT) in San Juan, Puerto Rico
for the purpose of expanding the Company's third party stevedoring.

These increases were partially offset by a headcount reduction of $4.2 million
consisting of a decrease in salaries, wages and benefits of $3.9 million and
other related expenses of $0.3 million.

During the third quarter of 1999, the Company increased its provision for bad
debts by $2.4 million for certain of its accounts receivable. In addition,
during the nine month period ending September 30, 1998, the provision for bad
debts was decreased by $2.5 million to reflect collection of certain accounts
receivable balances which had been previously provided for.

EQUIPMENT MAINTENANCE EXPENSE
Equipment maintenance expenses increased to $37.6 million for the nine months
ended September 30, 1999 from $35.9 million for the nine months ended September
30, 1998, an increase of $1.7 million, or 4.6%.

Equipment maintenance expenses increased to $13.1 million for the three months
ended September 30, 1999 from $11.4 million for the three months ended September
30, 1998, a decrease of $1.7 million, or 15.0%.

These increases are a result certain leases which commenced during the third
quarter of 1999 for equipment being utilized at the Company's Packer Avenue
terminal as well as its facilities in San Juan, Puerto Rico. Additional
increases were attributable to maintenance performed on Company's container
cranes during the third quarter of 1999.

INSURANCE AND SAFETY EXPENSES
Insurance and safety expenses increased to $5.5 million for the nine months
ended September 30, 1999, from $4.6 million for the nine months ended September
30, 1998, an increase of $0.9 million, or 21.2%.

This increase was attributable to increased coverage for new equipment, which
was acquired to replace older equipment and increased costs for certain of the
insurance coverage carried by the Company.

Insurance and safety expenses were $2.2 million and $2.0 million for the three
months ended September 30, 1999 and September 30, 1998, respectively.

VESSEL EXPENSES
Vessel expenses decreased to $28.4 million for the nine months ended September
30, 1999 from $34.7 million for the nine months ended September 30, 1998, a
decrease of $6.3 million, or 18.1%.

Vessel expenses decreased to $9.5 million for the three months ended September
30, 1999 from $10.9 million for the three months ended September 30, 1998, a
decrease of $1.4 million, or 13.4%.

                                       15

<PAGE>

These decreases were primarily attributable to the change from a 2-2 rotation
(Jacksonville twice a week and Philadelphia twice a week) to a 3-1 rotation
(Jacksonville three times a week and Philadelphia once a week) in the Company's
vessel operations as well as taking one vessel out of service during the slow
season.

TRANSPORTATION EXPENSES
Transportation expenses increased to $43.7 million for the nine months ended
September 30, 1999 from $42.4 million for the nine months ended September 30,
1998, an increase of $1.3 million, or 3.1%.

Transportation expenses increased to $14.4 million for the three months ended
September 30, 1999 from $12.9 million for the three months ended September 30,
1998, a increase of $1.5 million, or 11.2%.

These increases are primarily attributable to the revision of Hurricane Georges
provisions totaling $0.5 million which were recorded during the third quarter of
1998 and as a result of increased trucking volume during 1999.

DEPRECIATION AND AMORTIZATION EXPENSES
Depreciation and amortization expenses increased to $15.4 million for the nine
months ended September 30, 1999 from $11.9 million for the nine months ended
September 30, 1998, an increase of $3.5 million, or 29.5%.

Depreciation and amortization expenses increased to $5.3 million for the three
months ended September 30, 1999 from $3.8 million for the three months ended
September 30, 1998, an increase of $1.5 million, or 41.0%.

These increases were primarily attributable to amortization of dry-docking costs
incurred in the latter part of 1998.

ALLOWANCE FOR LOSSES ON JOINT VENTURE
No allowance for losses on joint venture was incurred for the nine months ended
September 30, 1999 whereas $3.9 million of such expenses were incurred for the
nine months ended September 30, 1998. This allowance had been established to
provide for losses arising out of advances made to fund TNX operations which
were wound down by the end of 1998.

INTEREST EXPENSE
Interest expense increased to $17.8 million for the nine months ended September
30, 1999 from $14.3 million for the nine months ended September 30, 1998, an
increase of $3.5 million, or 24.9 %.

Interest expense increased to $6.1 million for the three months ended September
30, 1999 from $4.9 million for the three months ended September 30, 1998, an
increase of $1.2 million, or 23.3%.

During the first quarter of 1999, the Company had increased borrowings of $17.3
million to fund expenses incurred as a result of Hurricane Georges. The Company
also increased its borrowings under its revolving credit by $5.5 million during
the first quarter of 1999.

Further increases occurred as result a 50 basis point increase in the prime rate
of interest during the third quarter of 1999.

OTHER INCOME

Other income was approximately $5.7 million for the nine months ended September
30, 1999 and 1998, respectively.

Other income increased to $2.7 million for the three months ended September 30,
1999 from the comparable period in 1998.

The increase was due as a result of the reallocation of a portion of the
insurance advance of $8.0 million received by the Company against its claim for
damages from Hurricane Georges to the business interruption component of the
claim.

                                       16
<PAGE>

NET INCOME
Net Income increased to $13.5 million for the nine months ended September 30,
1999 from $9.7 million for the nine months ended September 30, 1998, an increase
of $3.8 million, or 39.4%.

Net income decreased to $0.2 million for the three months ended September 30,
1999 from $0.8 million for the three months ended September 30, 1998, an
decrease of $0.6 million, or 79.0%.

The changes in net income was attributable to the changes in revenues and
expenses as discussed above.

EBITDA
EBITDA increased to $41.0 million for the nine months ended September 30, 1999
from $34.0 million for the nine months ended September 30, 1998, an increase of
$7.0 million, or 20.6 %.

EBITDA decreased to $8.9 million for the three months ended September 30, 1999
from $10.5 million for the three months ended September 30, 1998, an decrease of
$1.6 million, or 15.2%.

The changes in EBITDA was attributable to the changes in revenues and expenses
as discussed above.

SEASONALITY

Holt handles a variety of cargoes throughout the year ranging from refrigerated
meat and produce to steel and wood products. Holt believes that this diversified
mix of cargoes has reduced the effects of seasonality associated with specific
types of cargoes.

Although NPR historically realized a seasonal impact on its revenues during
December (due to Christmas) and May (due to Mother's Day), this seasonal impact
has diminished significantly over the past two years. The Company believes that
this decrease is attributable partially to greater use of Time Volume Agreements
(TVAs) and fixed rate contracts in NPR's trade, which reduces the fluctuation in
cargo volumes throughout the year.

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity needs relate primarily to payment of principal and
interest on outstanding indebtedness, including interest payments on the Senior
Notes, the funding of capital expenditures and the funding of distributions to
the Company's sole shareholder primarily to pay income taxes.

For the nine months ended September 30, 1999, net cash from operating, investing
and financing activities was sufficient for the Company to satisfy all debt
service requirements and to make the necessary capital acquisitions and
improvements excluding the Company's additional investment in marketable
securities.

Net cash flow used in operating activities was $6.0 million. In addition to net
income of $13.5 million and non cash charges of $20.8 million. Funds used in
operating activities included $14.4 million representing the deferral of extra
expenses incurred to operate as a result of Hurricane Georges. These
expenditures are included in the claim submitted by the Company to its insurance
carrier (See discussions at Recent Developments).

Additional funds also used in operating activities included a $18.2 million
reduction in accounts payable and accrued expenses. Increases in trade and
tenant accounts receivable of $6.9 million further decreased funds available
from operating activities.

Net cash used in investing activities for the nine months ended September 30,
1999 was $12.0 million of which $9.3 million was attributable to the purchase of
options to acquire 1.5 million shares of Atlantic Container Line AB stock, and
$4.0 million was used to fund capital expenditures. The options expire in
December 1999; however, the Company expects to negotiate for an extension of the
term of the options to June 2000.

Net cash provided by financing activities for the nine months ended September
30, 1999 was $16.6 million. The Company borrowed $17.3 million to fund expenses
incurred as a result of Hurricane Georges. The Company also increased its
borrowings under its revolving credit facility by $5.5 million and increased its
borrowings from a foreign bank by $1.3 under a credit facility collateralized by
the ACL stock owned by the Company. The Company

                                       17

<PAGE>

incurred borrowings of $1.2 million for new equipment and repaid $3.7 million of
other bank and equipment notes for the nine months ended September 30, 1999.

The Company also distributed to its sole stockholder a dividend of $5.7 million
during the nine months ended September 30, 1999 a portion of which was used by
the stockholder to repay a $5.0 million note receivable to the Company.

An additional source of liquidity for the Company is its Revolving Credit
Facility. Financing available under the Revolving Credit Facility consists of a
$50 million revolver under which approximately $6.4 million in letters of credit
and approximately $42.5 million of borrowings were outstanding at September 30,
1999. On February 25, 1999 the Revolving Credit Facility was amended to provide
for an additional $17.3 million in the form of a term loan as an advance against
insurance proceeds expected to be collected by the Company for damages caused by
Hurricane Georges (See discussion at Recent Developments).

As of September 30, 1999, the Company had outstanding $280.0 million of
consolidated indebtedness, consisting of (i) $140.0 million principal amount of
the Senior Notes and (ii) $140.0 million of senior secured indebtedness.

The Company's mandatory debt service requirements for maturities of the
Revolving Credit Facility and long-term debt for the years ending September 30,
2000, 2001 and 2002 are $75.0 million, $3.2 million and $2.9 million,
respectively. The Company has exercised its option to extend the maturity date
of the Revolving Credit Facility (having an outstanding balance of $42.5 million
at September 30, 1999) to November 2000.

The Company recently executed a commitment letter issued by its bank wherein the
bank has committed to use its reasonable best efforts to arrange for an
extension of the maturity date of the $17.3 million term loan to December 31,
2002. The Company also recently executed a commitment letter with its foreign
bank to extend the term of the credit facility secured by the ACL stock to
December 30, 2000.

As substantially all of the Company's operating income is generated by its
subsidiaries, the Company is dependent on dividends and other distributions from
its subsidiaries to generate the funds necessary to meet its obligations. The
ability of the subsidiaries to pay dividends to the Company is subject to, among
other things, the terms of the Revolving Credit Facility and Other Indebtedness
and Financings to which they are subject. Certain of the Other Indebtedness and
Financings restrict distributions from the Issuer's subsidiaries to the Issuer
to a percentage of cumulative net income, subject to certain adjustments.

The Company's aggregate capital expenditures for the nine months ended September
30, 1999 and for the year ended December 31, 1998 and were $4.0 million and
$19.1 million, respectively. The Company's capital spending in each period
related principally to the construction of certain improvements and purchase of
material handling equipment at Gloucester, Packer Avenue and San Juan facilities
as well as the acquisition of rolling stock used in its vessel operations.


RECENT DEVELOPMENTS

Hurricane Georges. The Company's operations in San Juan, Puerto Rico have been
affected by Hurricane Georges which struck the island during September 1998.
Although certain of its buildings and cranes located at Puerto Nuevo suffered
damages, NPR was able to continue to conduct business since two of the high
speed cranes used by the Company were not damaged. Additionally, NPR's fleet of
vessels did not incur any damage. The Company has submitted a claim to its
property insurance carrier for recovery of the replacement cost of the equipment
and buildings which were damaged, business interruption and extra expense. The
net book value of the damaged equipment and buildings are carried on the
Company's books at a de minimis value since these assets have been fully
depreciated for accounting purposes.

The Company has submitted a claim to its insurance carrier for $42.5 million and
believes that substantially all of the damages are covered by its insurance
policy. The Company's insurer has paid to the Company $8.0 million against its
claim, but has refused to settle the claim in a manner acceptable to the
Company. As a result, the Company has met with counsel for purposes of
determining whether to institute litigation against the insurer in the event the
claim is not satisfactorily settled. Although the Company believes it will
recover the full amount of its claim, there can be no assurance in this regard
or that the inability to recover any material portion would not have a material
adverse effect on the Company's consolidated financial position or results of
operations.

                                       18

<PAGE>

IMPACT OF YEAR 2000 ON THE COMPANY'S SYSTEMS

Many computer systems were not designed to handle dates beyond the year 1999,
and, therefore, computer hardware and software will need to be modified prior to
the year 2000 in order to remain functional. The Company has determined whether
its computer systems are Year 2000 compliant and is replacing or upgrading those
computer systems that are not.

The Company has two major data centers, NPR in Edison, New Jersey and Holt in
Gloucester City, New Jersey. NPR has an IBM mainframe, two local area networks
and 13 remote site locations. Holt has three IBM AS/400s, one local area
network, 10 remote site locations and three RF site locations.

The Company's systems software is principally supplied by IBM. The operating
systems for the IBM mainframe and the IBM AS/400s are already Year 2000
compliant. Other system software used by the Company is supplied by Computer
Associates, Microsoft, and Novell. All of these software systems are represented
to be Year 2000 compliant by these software vendors. A detailed plan and impact
analysis was conducted by the Company to determine the extent of Year 2000
implications on the Company's mainframe and AS/400 computer systems with respect
to business applications developed and maintained by the Company. The Company is
utilizing existing staff and outside resources to fix and test all such business
applications. Business software supplied by third parties used by the Company is
represented to be Year 2000 compliant by the vendors of the software.

The Company's Year 2000 readiness plan includes the scanning, testing and
modification or upgrade (where necessary) of approximately 20,000 programs and
files used throughout the Company's operations. The Company has purchased
additional computers and conversion tools to be used in connection with the
testing and upgrading of existing systems and has hired additional programmers
to assist with the Year 2000 project. The Company is in the process of
completing its final testing for all required upgrades and expects such testing
to be completed by November 30, 1999. The cost of the Company's Year 2000
readiness project was approximately $1.2 million which has been incurred through
September 30, 1999.

In the event the Company does not achieve Year 2000 compliance by January 1,
2000, the resulting misrepresentation of date calculation in the Company's
computer systems could result in interruption in the Company's business, loss of
customers, inability to properly process or account for payments from customers
or payments to vendors and personnel, and claims for damages arising out of the
foregoing, any or all of which could have a material adverse effect on the
Company's financial condition and results of operations. The Company considers
this scenario to be unlikely as its Year 2000 compliance methodology includes
testing of the Company developed software and the vendor supplied software in a
Year 2000 environment and is proceeding on a schedule which would result in
completion of all required upgrades by December 1, 1999.

While the Company has contacted its key business partners and inquired as to the
status of their Year 2000 compliance, the Company has not received responses
indicating an expectation of achieving Year 2000 compliance from all of them.
The Company has no control over the systems and services used by third parties
with which it interfaces, and accordingly, there can be no assurance that all
key business partners will successfully resolve all of their Year 2000
compliance issues. Although the Company cannot predict with accuracy the actual
adverse consequences if key business partners do not achieve Year 2000
compliance, it is possible that such non-compliance could result in an
interruption in the Company's business which could have a material adverse
effect on the Company's financial condition and results of operations.

Contingency plans are being developed to ensure critical operations continue
uninterrupted in the event the Company or key business partners fail to resolve
their respective Year 2000 issues in a timely manner. Such plans will be
developed by December 1, 1999 and will be in place prior to the end of the year.
The Company will identify and prioritize the potential risks and will coordinate
this plan with all its departments. The contingency plan will include the close
monitoring of service performance in Year 2000 and, if needed, the replacement
of automated information transference with manual documents and the development
of conversion systems of key interfaces should key business partners, with which
the Company exchanges data, fail to comply on time.

ENVIRONMENTAL MATTERS

The Company's operations are subject to various federal and state environmental
laws and regulations, including but not limited to, the federal Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), which creates
liability on the part of the owner or operator of a facility for the
investigation and remediation of hazardous substances, as well as creating the
authority and funding for unilateral response action by the United States
Environmental Protection Agency ("EPA"). In addition, portions of the Gloucester
Facility are part of a multi-property action pursuant to CERCLA to address
historic contamination via radioactive material. Holt has voluntarily entered
into a consent order with the EPA requiring the performance of certain
investigative measures and the proposal of certain remedial measures in
connection with the Gloucester Facility. The Company has conducted recent
environmental assessments at each of its facilities and believes it is in
material compliance with all environmental laws and does not anticipate material
expenditures for environmental compliance in the foreseeable future.


RECENT ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting
for Derivative Instruments and Hedging Activities," was issued by the Financial
Accounting Standards Board in June 1998. SFAS 133, as amended by SFAS 137, is
effective for all fiscal quarters for all fiscal years beginning after June 15,
2000. This Statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires recognition of all
derivatives as either assets or liabilities on the balance sheet and measurement
of those instruments at fair value. If certain conditions are met, a derivative
may be designated specifically as (a) a hedge of the exposure to changes in the
fair value of a recognized asset or liability or an unrecognized firm commitment
referred to as a fair value hedge, (b) a hedge of the exposure to variability in
cash flows of a forecasted transaction (a cash flow hedge), or (c) a hedge of
the foreign currency exposure of a net investment in a foreign operation, an
unrecognized firm commitment, an available-for-sale security, or a forecasted
transaction. Holt does not currently use derivative financial instruments and
does not expect the adoption of Statement No. 133 to have a material impact on
its financial statements.

                                       20
<PAGE>


PART 2. OTHER INFORMATION

Item 1. Legal Proceedings

NPR and the Company are also defendants in a lawsuit filed in May 1999, in the
United States District Court for the District of Puerto Rico (Sea-Land Service,
Inc., Piercrane, Inc. v. NPR (Navieras) Inc. et al., No. 99-1420). The
plaintiffs seek damages in an amount not less than $50,000,000 to compensate
them for damages to their property and business arising out of defendants'
alleged negligence and NPR's breach of contract.

In their lawsuit, the plaintiffs claim that during Hurricane Georges, NPR's
cranes, two of which are leased from Sea-Land, broke from their securing
arrangements and struck plaintiffs' cranes because defendants failed to properly
prepare for the Hurricane. Furthermore, the plaintiffs claim that since NPR is
obligated, under its lease with Sea-Land for the cranes, to indemnify Sea-Land
for all losses incurred by Sea-Land in any way relating to possession and use of
the cranes, NPR's failure to hold Sea-Land harmless for the losses it suffered
as a result of the leased cranes striking plaintiffs' cranes, constitutes a
breach of contract under the lease. Although the Company believes that any
liability of NPR and the Company in connection with the lawsuit is covered by
insurance, there can be no assurance in that regard or that the resolution of
this lawsuit will not have a material adverse effect on the Company's
consolidated financial position or results of operations.


Item 2. Changes in Securities                                 None

Item 3. Defaults Upon Senior Securities                       None

Item 4. Submission of Matters to a Vote of Security Holders   None

Item 5. Other Information:

On August 2, 1999, the Company consummated the exchange of all of its
outstanding 9 3/4% Senior Notes due 2006 ("Old Notes") for its 9 3/4% Senior
Notes due 2006 registered under the Securities Act of 1933, as amended ("New
Notes"), pursuant to the terms of the Exchange Offer set forth in the Company's
Registration Statement. All of the Old Notes were tendered in exchange for the
New Notes.


Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

Exhibit                             Description
Number                              of Exhibit
--------                            ---------------
27.1                                Financial Data Schedule


(b)  Reports on Form 8-K:

     No reports on Form 8-K were filed during the quarter ended September 30,
1999.

                                       21

<PAGE>




                                   SIGNATURES


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


                                          THE HOLT GROUP, INC
                                          (Registrant)


DATE: November 15, 1999                   BY:
                                          --------------------------------------
                                          Thomas J. Holt, Sr.
                                          Chief Executive Officer (the principal
                                          executive and financial officer)



DATE: November 15, 1999                   BY:
                                          --------------------------------------
                                          John A. Evans
                                          General Counsel