U. S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   FORM 10-QSB


     (Mark One)
/X/  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

For the quarterly period ended APRIL 30, 1997.

/ /  Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from ________________ to _________________

Commission file number _____________


                            THE MILLBROOK PRESS INC.
              (Exact Name of Small Business Issuer in Its Charter)


DELAWARE                                           06-1390025
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                     Identification No.)

                      2 Old New Milford Road, P.O. Box 335
                              Brookfield, CT 06804
                    (Address of principal executive offices)
                                 (203) 740-2220
                (Issuer's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

         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 / /

                       APPLICABLE ONLY TO CORPORATE ISSUES

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of April 30, 1997

                  3,455,000 shares of Common Stock outstanding
--------------------------------------------------------------------------------

Transitional Small Business Disclosure Format (check one):

Yes / /         No /X/

<PAGE>
                            THE MILLBROOK PRESS, INC.
                              INDEX TO FORM 10-QSB
                                 April 30, 1997


PART I.  FINANCIAL INFORMATION

     Item 1.        Financial Statements

                    Statements of Operations for the three and nine months ended
                    April 30, 1996 and 1997

                    Balance Sheet as of April 30, 1997

                    Statement of Stockholder's Equity for the nine months ended
                    April 30, 1997

                    Statements  of Cash Flows for nine  months  ended  April 30,
                    1996 and 1997

                    Notes to Financial Statements


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

PART II.  OTHER INFORMATION

<PAGE>
                            THE MILLBROOK PRESS INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                        NINE MONTHS ENDED                THREE MONTHS ENDED
                                                                             APRIL 30                           APRIL 30
                                                                           1996             1997           1996         1997
                                                                           ----             -----          -----        ----

<S>                                                                     <C>             <C>           <C>           <C>
Net sales                                                               $7,583,000      $9,905,000    $2,608,000    $3,690,000

Cost of sales                                                            3,825,000       5,418,000     1,299,000     2,040,000
                                                                         ---------       ----------    ----------    ---------

Gross profits                                                            3,758,000       4,487,000     1,309,000     1,650,000
                                                                         ---------       ----------    ----------    ---------

Operating expenses:
   Selling and marketing                                                 2,778,000       3,393,000       990,000     1,197,000
  General and administrative                                               894,000       1,623,000       318,000       447,000
                                                                           -------       ----------      --------      -------
  Total operating expenses                                               3,672,000       5,016,000     1,308,000     1,644,000
                                                                         ---------       ----------    ----------    ---------

Operating income (loss)                                                     86,000        (529,000)        1,000         6,000
Interest expense/(income)                                                  156,000         164,000        55,000        (9,000)
                                                                           -------         --------       -------       -------

Net (loss) income                                                          (70,000)       (693,000)      (54,000)       15,000
Preferred dividend accrued                                                (482,000)       (284,000)     (160,000)            0
                                                                          ---------       ---------     ---------            -
Net (loss) income available to common stockholders                       ($552,000)      ($977,000)    ($214,000)      $15,000
                                                                         ----------      ----------    ----------      -------

Net (loss) earnings per share after preferred dividend requirements
(primary and fully diluted)                                                 ($0.54)         ($0.45)       ($0.21)        $0.00
</TABLE>

<PAGE>
                                 MILLBROOK PRESS
                                  BALANCE SHEET
                                 APRIL 30, 1997


Cash                                                      $ 1,832,000
Accounts Receivable, net                                    3,495,000
Inventory                                                   4,530,000
Prepaid Expense and Other Assets                              117,000
Royalty Advances, net                                         228,000
                                                          -----------
TOTAL CURRENT ASSETS                                       10,202,000

Plant Costs, net                                            2,917,000
Royalty Advances, net                                          60,000
Fixed Assets, net                                             262,000
Goodwill, net                                               3,102,000
Other Assets                                                   33,000
                                                          -----------

TOTAL ASSETS                                              $16,576,000

Accounts Payable and Accrued expenses                      $2,943,000
Royalties Payable                                             169,000
                                                          -----------
Current Liabilities                                         3,112,000

Capital Stock                                                  35,000
Additonal Paid in Capital                                  17,556,000
Accumulated Deficit                                        (4,127,000)
                                                          ------------
Total Equity                                               13,464,000
                                                          ------------

TOTAL LIABILITIES &
EQUITY                                                    $16,576,000
<PAGE>
                        STATEMENT OF STOCKHOLDERS' EQUITY
                        NINE MONTHS ENDED APRIL 30, 1997

<TABLE>
<CAPTION>


                                      PREFERRED STOCK               COMMON STOCK        ADDITIONAL
                                      ---------------               ------------        PAID-IN      ACCUMULATED         
                                    SHARES       AMOUNT         SHARES     AMOUNT       CAPITAL       DEFICIT            TOTAL
                                    ------       ------         ------     ------       -------       -------            -----
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 1996             4,700     $6,190,000     1,026,308    $10,000    $3,991,000      ($3,150,000)    $7,041,000
---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>            <C>          <C>        <C>             <C>             <C>
Preferred stock dividend                          284,000                                                (284,000)             0
Conversion of Preferred Stock       (4,700)    (6,474,000)      473,692      5,000     6,469,000                               0
Issuance of common stock                                      1,955,000     20,000     7,073,000                       7,093,000
Issuance of common stock warrants                                                         23,000                          23,000
Net loss                                                                                                 (693,000)      (693,000)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT APRIL 30, 1997                0              0     3,455,000    $35,000   $17,556,000      ($4,127,000)   $13,464,000
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                THE MILLBROOK PRESS
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                      NINE MONTHS ENDED
                                                                  1996                APRIL 1997
                                                               -----------           ----------
CASH FLOW  FROM OPERATING ACTIVITIES:
<S>                                                             <C>                    <C>
Net loss                                                          ($70,000)             ($693,000)
Add (deduct) to reconcile net loss to net cash flow:
Depreciation and amortization                                      887,000                881,000
Accretion of Warrants                                                    0                 23,000
Changes in accounts receivable                                    (926,000)            (1,411,000)
Changes in inventory                                              (608,000)            (1,053,000)
Changes in prepaid expenses and other                              123,000                328,000
Changes in payables & accrued expenses                             193,000                822,000
                                                                   --------               -------

Cash used in operations                                           (401,000)            (1,103,000)
                                                                  ---------            -----------

CASH FLOW USED IN INVESTING ACTIVIES:
Capital expenditures                                               (55,000)               (49,000)
Plant costs                                                     (1,080,000)            (1,001,000)
                                                                -----------            -----------

Cash used in investing activities                               (1,135,000)            (1,050,000)
                                                                -----------            -----------

CASH FLOW FROM FINANCING ACTIVITIES:
Net borrowings under line of credit                              1,000,000             (3,242,000)
Proceeds from sale of capital stock                                      0              7,093,000
                                                                         --             ---------

Cash provided by financing activities                            1,000,000              3,851,000
                                                                 ----------             ---------

NET INCREASE (DECREASE) IN CASH                                   (536,000)             1,698,000

CASH AT BEGINNING OF PERIOD                                        538,000                134,000
                                                                   --------               -------

CASH AT END OF PERIOD                                               $2,000             $1,832,000
                                                                    -------            ----------

SUPPLEMENTAL DISCLOSURE:
INTEREST EXPENSE PAID                                              $55,000                ($9,000)
                                                                   --------               --------
</TABLE>

<PAGE>

THE MILLBROOK PRESS INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 1997

Basis of Presentation

The  financial  statements of the  Millbrook  Press Inc. (the Company)  included
herein have been prepared without audit pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC). In the opinion of management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
present fairly the financial position, results of operations and changes in cash
flows for all period presented have been made. The results of the April 30, 1996
and April 30, 1997 interim periods are not necessarily indicative of the results
that may be expected for the full year.

Certain information and footnote  disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  These  financial  statements  should be read in
conjunction  with the audited  financial  statements  and notes  thereto for the
fiscal year ended July 31, 1996.

The Company  completed its initial public  offering on December 23, 1996 whereby
the Company  issued and sold  1,955,000  shares of Common Stock and received net
proceeds of $7,093,000.  In addition,  all the Company's  outstanding  preferred
stock, including accrued preferred dividends, were converted into 473,692 shares
of common  stock.  The Company  used some of the  proceeds  from the offering to
repay the bank and  bridge  loans.  Prior to the  effectiveness  of the  initial
public  offering,  the Company  filed an Amended  and  Restated  Certificate  of
Incorporation  with the State of Delaware  whereby its authorized  capital stock
increased to 13,000,000 shares, consisting of 12,000,000 shares of Common Stock,
$0.01 par value per share and  1,000,000  shares of Preferred  Stock,  $0.01 par
value per share.

The Company has reserved 475,000 shares of common stock under its  non-qualified
1994  Stock  Option  Plan  ("Option  Plan")  which  provides  that a  Committee,
appointed  by the  Board of  Directors,  may grant  stock  options  to  eligible
employees,  officers  of the  Company  or its  affiliates.  The number of shares
reserved for issuance is adjusted in accordance with the provisions of the Plan.
All stock options granted by the Company expire seven years after the grant date
and are issued at exercise  prices  which are not less than the  estimated  fair
value of the stock as  determined  by the  Company  on the date of grant.  Stock
options  vest in 20%  increments  in each of the five  years  after  the date of
grant.  When the Company  completed its initial public offering,  all non-vested
options on the effective date of the initial public offering vested 50% one year
from that date and an additional 50% two years from that date.

<PAGE>

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


OVERVIEW

      General

The Company is a publisher of children's  fiction and non-fiction books, in both
hardcover and  paperback,  for the consumer and school and public  library (S&L)
markets. Since its inception,  the Company has published more than 680 hardcover
and 330 paperback books under Millbrook and Copper Beech imprints. The Company's
books  have been  placed on  numerous  recommended  lists by  libraries,  retail
bookstores and  educational  organizations.  Books published under the Millbrook
imprint have  evolved from  information  intensive  school and library  books to
include its current mix of highly graphic,  consumer-oriented  books. Therefore,
many of its books can be  distributed to the school and public library market as
hardcover books while being simultaneously distributed to the consumer market as
either hardcover or paperback books. As a result,  the Company is better able to
fully  exploit a book's  sales  potential.  However,  the Company  has  incurred
significant  expenses relating to the establishment of the infrastructure  which
can enable the Company to sell books to the consumer market and/or develop books
that can appeal to both the school and public  library  market and the  consumer
market.

      Consumer Market compared to the School and Public Library Market

As the Company sells more of its products in the consumer market, the results of
operations  and  its  financial   condition   could  be  influenced  by  certain
distinctions  between  the  consumer  market and the  school and public  library
market.  It is generally more  difficult to collect  receivables in the consumer
market than in the school and library market.  Sales to the consumer market have
a higher  return  rate than sales to the school  and public  library  market and
accordingly  the Company  will need to deduct a higher  reserve for returns from
its gross sales.  Sales to the consumer  market have a lower gross profit margin
than sales to the school and library market  because  consumer sales have higher
sales discounts and  promotional  allowances than sales to the school and public
library market.

      Variability in Quarterly Results

A substantial  portion of the  Company's  business is highly  seasonal,  causing
significant  variations  in operating  results  from quarter to quarter.  In the
school and library  market,  net sales tend to be lowest in the second  calendar
quarter and highest in the third calendar  quarter,  as schools purchase heavily
in  anticipation  of opening in September.  The consumer market also tends to be
highly  seasonal and, given the importance of holiday gifts, a large  proportion
of net sales can occur in the third  calendar  quarter  in  anticipation  of the
holiday  gift  season.  The Company  expects its future net sales and  operating
results will reflect these seasonal factors.

<PAGE>
      Sales Incentives and Returns

In  connection  with  the  introduction  of new  books,  many  book  publishers,
including the Company,  discount  prices of existing  products,  provide certain
promotional  allowances  and  credits or give other  sales  incentives  to their
customers.  The Company  intends to continue  such  practices in the future.  In
addition,  the  practice  in the  publishing  industry  is to  permit  customers
including  wholesalers and retailers to return merchandise.  Most books not sold
may be returned to the Company, and the Company gives credit. The rate of return
also  can  have  a  significant   impact  on  quarterly  results  since  certain
wholesalers  have in the past returned large  quantities of products at one time
irrespective of marketplace  demand for such product,  rather than spreading out
the returns  during the course of the year.  The Company  computes  net sales by
concurrently  deducting  a reserve  for  returns  from its gross  sales.  Return
allowance  may vary as a  percentage  of gross  sales  based  on  actual  return
experience.  The Company  believes  that as gross sales to the  consumer  market
increase as a proportion of its overall sales, returns will constitute a greater
proportion  of net sales.  Although the Company  believes its reserves have been
adequate to date,  there can be no  assurance  that  returns by customers in the
future will not exceed  historically  observed  percentages or that the level of
returns will not exceed the amount of reserves in the future.  In the event that
the amount reserved  proves to be inadequate,  the Company's  operating  results
will be adversely affected.

RESULTS OF OPERATIONS

Net sales for the third quarter ended April 30, 1997 increased  from  $2,608,000
to  $3,690,000,  or 41% compared with the same period in 1996.  Increased  sales
resulted from significant  increases in trade and special sales due to the large
number of backlist  titles,  as well as a significant  increase in the number of
accounts.  Net sales in the nine months  ended April 30, 1997  increased  by 31%
compared with same period in 1996, primarily due to the increase in trade sales.

Gross profit  margin  decreased to 45% for the quarter ended April 30, 1997 from
50% for the quarter  ended April 30, 1996.  The decrease in gross profit  margin
for the quarter ended April 30, 1997 resulted from the more heavily weighted mix
of trade  and  special  sales as  compared  to the prior  period.  The terms and
conditions  of sales in the  consumer  market  cause it to have a higher cost of
sales since consumer sales have higher discounts and promotional allowances than
sales to the school and library market.  Gross profit margin for the nine months
ended  April  30,  1997  decreased  by 5%  compared  with  same  period in 1996,
primarily  resulting  from the more  heavily  weighted  mix of trade and special
sales.

Selling and marketing expenses for the quarter ended April 30, 1997 decreased to
32% of net sales from 38% of net sales for the  quarter  ended  April 30,  1996.
Selling  and  marketing  expenses  for the nine  months  ended  April  30,  1997
decreased  to 34% of net sales from 37% of net sales for the nine  months  ended
April 30, 1996. The amount of marketing and selling expenses have increased as a
result of the Company's efforts to expand its internal marketing  operations and
higher warehousing and distribution costs due to increased sales.  However, as a
percentage of net sales,  selling and marketing expenses decreased due primarily
to special sales for which no marketing efforts are needed.

<PAGE>
General and  administrative  expenses  increased by $129,000 to $447,000 for the
quarter  ended April 30, 1997 compared with $318,000 for the quarter ended April
30, 1996.  For the nine months  ended April 30, 1997 general and  administrative
expenses increased by $729,000 to $1,623,000 compared with $894,000 for the same
period last year.  This  increase is largely due to one time charges  associated
with the bridge loan financing ($318,000),  legal fees, Directors' and Officers'
insurance  and  new  personnel.  The  establishment  of a  consumer  credit  and
collection function also contributed to this increase.

During the third quarter  ended April 30, 1997 the Company had operating  income
of $6,000 compared with operating  income for the same period in 1996 of $1,000.
The  Company's  operating  loss for the nine  months  ended  April 30,  1997 was
$529,000  compared to income of $86,000 for the same period in 1996. The loss is
primarily a result of  increased  general and  administrative  expenses as noted
above.

Net  interest  income was $9,000 for the quarter  ended April 30, 1997  compared
with  $55,000  interest  expense  for the  quarter  ended  April 30,  1996.  The
extinguishment  of net  interest  expense was due to the  repayment  of bank and
bridge  loans with  proceeds  from the IPO during the second  fiscal  quarter of
1997.  For the nine months ended April 30, 1997  interest  expense  increased by
$8,000 to $164,000  compared  with  $156,000 for the same period last year.  The
increase is largely due to higher  average  borrowings on the Company's  line of
credit.


LIQUIDITY AND CAPITAL RESOURCES

The Company has  available a $2,700,000  revolving  line of credit with People's
Bank. The line of credit  restricts the ability of the Company to obtain working
capital in the form of  indebtedness  other than  indebtedness  incurred  in the
ordinary  course of the Company's  business,  to grant security  interest in the
assets of the Company or to pay  dividends on the  Company's  securities.  As of
April 30, 1997, the Company has no amounts outstanding under this line.

As of April 30, 1997, the Company had cash and working capital of $1,832,000 and
$7,090,000,  respectively,  as opposed to cash and working capital of $2,000 and
$1,258,000,  respectively,  as of April 30, 1996.  This  increase was due to net
proceeds  from the IPO after  payment of IPO related  expenses and  repayment of
bank and bridge loans.

Inventory of finished  goods totaled  $4,530,000 and $3,266,000 at April 30,1997
and April 30,  1996,  respectively.  The higher  level of inventory is due to an
increase in the number of backlist trade and School and Library titles,  as well
as  maintaining  sufficient  levels to meet  consumer  demand.  The  increase in
Accounts Receivable ($1,286,000) from the prior year is due to increased sales.

Based on its current  operating plan, the Company  anticipates that its existing
resources  together  with  cash  generated  from  operations,  if  any,  will be
sufficient to satisfy the Company's  contemplated  working capital  requirements
through approximately July 31, 1998. However,

<PAGE>

there can be no assurance that the Company's working capital will not exceed its
available resources or that these funds will be sufficient to meet the Company's
longer-term  cash  requirements  for operations.  Accordingly,  either before or
after July 31, 1998, the Company may seek  additional  funds from  borrowings or
through debt or equity financing.



FORWARD-LOOKING STATEMENTS

This Form 10-QSB contains certain forward-looking  statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the  safe  harbors   created   hereby.   Investors   are   cautioned   that  all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation, the Company's future cash resources and liquidity and the ability of
the Company to fully exploit a book's sales  potential in the school and library
and  consumer  markets.  Although  the  Company  believes  that the  assumptions
underlying the forward-looking  statements contained herein are reasonable,  any
of the assumptions could be inaccurate, and therefore, there can be no assurance
that the  forward-looking  statements included in this Form 10-QSB will prove to
be  accurate.  In  light  of  the  significant  uncertainties  inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.

PART II. OTHER INFORMATION

All items required hereunder have been omitted because they are inapplicable.


                                   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.


                                         THE MILLBROOK PRESS, INC.
                                         (Registrant)



June 13, 1997                     By: /s/ Satish Dua
                                      ------------------------------------------
                                      Satish Dua
                                      Vice President and Chief Financial Officer