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 October 31, 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 October 31, 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
                                 October 31, 1997


PART I.  FINANCIAL INFORMATION

     Item 1.        Financial Statements

                    Statements of Operations for the three months ended
                    October 31, 1996 and 1997

                    Balance Sheet as of October 31, 1997

                    Statement of Stockholder's Equity for the three months ended
                    October 31, 1997

                    Statements of Cash Flows for three months ended October 31,
                    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>

                                                                                      Three Months Ended
                                                                                            October 31
                                                                                    1996                      1997

<S>                                                                             <C>                       <C>       
Net sales                                                                       $3,266,000                $3,971,000

Cost of sales                                                                    1,743,000                 2,044,000

Gross profits                                                                    1,523,000                 1,927,000
                                                                                 ----------                ---------

Operating expenses:
   Selling and marketing                                                         1,140,000                 1,243,000
  General and administrative                                                       390,000                   433,000
                                                                                 ----------                  -------
  Total operating expenses                                                       1,530,000                 1,676,000
                                                                                 ----------                ---------

Operating income (loss)                                                             (7,000)                  251,000
Interest expense                                                                    81,000                     --
                                                                                    -------                 --------

Net (loss) income                                                                  (88,000)                  251,000
Preferred dividend accrued                                                        (180,000)                     --
                                                                                  ---------                 --------
Net (loss) income available to common stockholders                               ($268,000)                 $251,000
                                                                                 ----------                 --------

Net (loss) earnings per share after preferred dividend requirements
(primary and fully diluted)                                                         ($0.26)                    $0.07
Weighted Average Shares                                                          1,026,308                 3,523,391
</TABLE>


<PAGE>

                               THE MILLBROOK PRESS
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                       Three months ended
                                                                            October 1996                 October 1997
                                                                            ------------                 ------------
CASH FLOW  FROM OPERATING ACTIVITIES:
<S>                                                                        <C>                             <C>    
Net income (loss)                                                           ($88,000)                     $251,000

Add (deduct) to reconcile net income (loss) to net cash flow:
Depreciation and amortization                                                322,000                       347,000
Changes in accounts receivable                                              (805,000)                     (916,000)
Changes in inventory                                                        (622,000)                     (212,000)
Changes in prepaid expenses and other                                       (274,000)                      358,000
Changes in payables & accrued expenses                                       732,000                       (40,000)
                                                                             --------                      --------

Cash used in operations                                                     (735,000)                     (212,000)
                                                                            ---------                     ---------

CASH FLOW USED IN INVESTING ACTIVIES:
Capital expenditures                                                         (32,000)                      (18,000)
Plant costs                                                                 (403,000)                     (390,000)
                                                                            ---------                     ---------

Cash used in investing activities                                           (435,000)                     (408,000)
                                                                            ---------                     ---------

CASH FLOW FROM FINANCING ACTIVITIES:
Net borrowings under line of credit                                        1,136,000                       331,000


Cash provided by financing activities                                      1,136,000                       331,000
                                                                           ----------                      -------

Net decrease in cash                                                         (34,000)                     (289,000)

Cash at beginning of period                                                  134,000                       323,000
                                                                             --------                      -------

Cash at end of period                                                       $100,000                       $34,000
                                                                            ---------                      -------

Supplemental disclosure:
Interest expense paid                                                        $74,000                            $0
                                                                             --------                           --
</TABLE>

<PAGE>


                        Statement of Stockholders' Equity
                       Three months ended October 31, 1997
<TABLE>
<CAPTION>

                                     PREFERRED STOCK              COMMON STOCK        ADDITIONAL
                                     ---------------              ------------          PAID-IN       ACCUMULATED
                                SHARES          AMOUNT       SHARES       AMOUNT        CAPITAL          DEFICIT          TOTAL
                                ------          ------       ------       ------        -------          -------          -----
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>       <C>           <C>        <C>               <C>              <C>        
Balance at July 31, 1997             0            $0        3,455,000     $35,000    $17,556,000       ($4,293,000)     $13,298,000
Net income                                                                                                 251,000          251,000
------------------------------------------------------------------------------------------------------------------------------------
Balance at October 31, 1997          0             0        3,455,000     $35,000    $17,556,000       ($4,042,000)     $13,549,000
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                              Millbrook Press Inc.
                                  Balance Sheet
                                October 31, 1997


Cash                                                                  $34,000
Accounts Receivable, net                                            3,740,000
Inventory                                                           5,148,000
Prepaid Expense and Other Assets                                      229,000
Royalty Advances, net                                                 505,000
                                                                      -------
Total Current Assets                                                9,656,000

Plant Costs, net                                                    3,239,000
Royalty Advances, net                                                 126,000
Fixed Assets, net                                                     253,000
Goodwill, net                                                       3,007,000
Other Assets                                                           29,000
                                                                       ------

Total Assets                                                      $16,310,000
                                                                  ===========

Accounts Payable and Accrued expenses                              $2,263,000
Notes payable to bank                                                 331,000
Royalties Payable                                                     167,000
                                                                      -------
Current Liabilities                                                 2,761,000

Capital Stock                                                          35,000
Additonal Paid in Capital                                          17,556,000
Accumulated Deficit                                                (4,042,000)
                                                                   -----------
Total Equity                                                       13,549,000
                                                                   ----------

Total Liabilities &
Equity                                                            $16,310,000
                                                                  ===========

<PAGE>

THE MILLBROOK PRESS INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 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 October 31,
1997 interim  period is 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, 1997.

The Company  completed its initial  public  offering  (IPO) on December 23, 1996
whereby  the  Company  issued  and sold  1,955,000  shares of  Common  Stock and
received  net  proceeds  of  approximately  $7,093,000.  In  addition,  all  the
Company's  outstanding  preferred stock,  including accrued preferred dividends,
was 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 IPO, 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
Option Plan.  All stock options  granted by the Company expire seven years after
the grant date.  Stock options  generally  vest in 20% increments in each of the
five years after the date of grant. However, 50% of all non-vested stock options
granted prior to the initial  public  offering vest on December 17, 1997 and the
balance of such unvested options vest on December 17, 1998.


<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 800 hardcover
and 340 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 products,  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 first  quarter  ended  October  31,  1997 were $4.0  million
compared to $3.3 million for the same period last year. Increased sales resulted
from significant increases in trade sales, S&L sales to Baker & Taylor for their
telemarketing  program and a special sale of 80,000 units to the Scholastic Book
Club.

Gross profit margin increased to 49% for the quarter ended October 31, 1997 from
47% for the quarter ended October 31, 1996.  The increase in gross profit margin
for the quarter ended  October 31, 1997 resulted from lower paper,  printing and
binding cost as a percentage of sales compared with the same period in 1996.

Selling and marketing  expenses for the quarter ended October 31, 1997 decreased
to 31% of net sales  from 35% of net sales for the  quarter  ended  October  31,
1996. The amount of marketing and selling expenses have increased as a result of
the Company's efforts to expand its internal marketing operations. However, as a
percentage of net sales,  selling and marketing expenses decreased due primarily
to  special  sales  for  which  no  marketing   efforts  are  needed  and  lower
distribution cost because of a new contract with the distribution company.

General and  administrative  expenses  increased  by $43,000 to $433,000 for the
quarter  ended  October 31, 1997  compared  with  $390,000 for the quarter ended
October 31, 1996.  This  increase is largely due to higher  salaries and related
payroll benefits because of additional personnel.

<PAGE>

During the first quarter ended October 31, 1997 the Company had operating income
of $251,000  compared with operating loss for the same period in 1996 of $7,000.
The  increase in operating  income is due to  increased  sales and lower cost of
sales.

LIQUIDITY AND CAPITAL RESOURCES

The Company has  available a $4,000,000  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
October 31, 1997, the Company had $331,000 outstanding under this line.

Inventory of finished goods totaled $5,148,000 and $4,099,000 at October 31,1997
and October 31, 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 ($851,000) 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, 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.

SUBSEQUENT EVENT

On December 5, 1997 the Company closed an Asset Purchase  Agreement  whereby the
Company  purchased  certain assets of Twenty-First  Century Books, a division of
Henry Holt & Co.,  Inc.  ("Holt").  The purchase was effective as of December 1,
1997.  Under this  agreement,  the Company paid Holt  $2,300,000  for the assets
which  were  valued  at  $2,504,000  as  reflected  on  the  Henry  Holt  & Co.,
Inc.--Twenty-First  Century  Books June 30, 1997 Pro Forma  Balance  Sheet.  The
purchase price is subject to downward  adjustments based on a joint audit of the
purchased  assets by the Company and Holt.  Accordingly,  the Company  paid Holt
$2,000,000 at closing and the remaining $300,000 is being held in escrow pending
completion of the joint audit.  The Company  financed the acquisition  through a
loan under its line of credit with People's Bank.

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,

<PAGE>

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)



December 12, 1997                 By:/s/ Satish Dua
                                     -------------------------
                                   Satish Dua
                                   Vice President and Chief Financial Officer