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, 2000.

( )    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 share  outstanding of each of the issuer's classes of common
equity, as of April 30, 2000.

                  2,859,887 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, 2000



PART I.  FINANCIAL INFORMATION

       Item 1.     Financial Statements

                   Statements of Operations for the three and nine months ended
                   April 30, 2000 and 1999

                   Balance Sheet as of APRIL 30, 2000

                   Statements of Cash Flows for nine months ended April 30, 2000
                   and 1999

                   Notes to Financial Statements


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

PART II.  OTHER INFORMATION

       Item 5.     Other Information

       Item 6.     Exhibits and Reports on Form 8 - K



<PAGE>
                            THE MILLBROOK PRESS INC.
                            Statements of Operations
<TABLE>
<CAPTION>

                                          Nine months ended           Three months
                                              April 30                   April 30
                                         2000         1999         2000         1999
                                         ----         ----         ----         ----


<S>                                  <C>          <C>          <C>          <C>
Net sales                            $15,476,000  $13,512,000  $ 4,984,000  $ 4,186,000

Cost of sales                          8,084,000    6,980,000    2,446,000    2,069,000
                                     -----------  -----------  -----------  -----------

Gross profit                           7,392,000    6,532,000    2,538,000    2,117,000

Operating expenses:
    Selling and marketing              4,669,000    4,603,000    1,678,000    1,646,000
    General and administrative         1,374,000    1,481,000      506,000      544,000
                                     -----------  -----------  -----------  -----------
   Total operating expenses            6,043,000    6,084,000    2,184,000    2,190,000
                                     -----------  -----------  -----------  -----------

Operating income (loss)                1,349,000      448,000      354,000      (73,000)

Interest expense                         368,000      293,000      129,000       93,000
                                     -----------  -----------  -----------  -----------

Income (loss) before income tax          981,000      155,000      225,000  (   166,000)

Provision for income tax                 129,000            0       13,000            0
                                     -----------  -----------  -----------  -----------

Net income (loss)                    $   852,000  $   155,000  $   212,000  ($  166,000)
                                     ===========  ===========  ===========  ===========


Earnings (loss) per share            $      0.27  $      0.04  $      0.07  ($     0.05)
                                     ===========  ===========  ===========  ===========
 (basic and diluted)

Weighted average shares outstanding    3,157,444    3,455,000    2,859,887    3,455,000
                                     ===========  ===========  ===========  ===========

</TABLE>

<PAGE>

                            THE MILLBROOK PRESS INC.
                                  Balance Sheet
                                 April 30, 2000

Assets
------

Cash                                                                $20,000
Accounts receivable, net                                          5,568,000
Inventory, net                                                    7,340,000
Royalty advances, net                                               699,000
Prepaid expense and other assets                                    220,000
                                                                -----------
Total current assets                                             13,847,000

Plant costs, net                                                  4,225,000
Royalty advances, net                                               953,000
Fixed assets, net                                                   247,000
Goodwill, net                                                     2,966,000
                                                                -----------

Total assets                                                    $22,238,000
                                                                ===========

Liabilities and Stockholders' Equity
------------------------------------

Accounts payable and accrued expenses                            $3,310,000
Notes payable to bank                                             4,698,000
Royalties payable                                                   210,000
Current portion of long term debt                                   300,000
                                                                -----------
Total current liabilities                                         8,518,000

Long term debt                                                      564,000

Total liabilities                                                 9,082,000
                                                                -----------
Stockholders' Equity
Common stock, par value $.01, 12,000,000
   shares authorized, 3,455,000 shares issued
   and 2,859,887 shares outstanding                                  35,000
Additional paid in capital                                       17,556,000
Treasury stock                                                    (967,000)
Accumulated deficit                                             (3,468,000)
                                                                -----------
Total stockholders' equity                                       13,156,000
                                                                -----------

Total liabilities & stockholders' equity                        $22,238,000
                                                                ===========



<PAGE>
                            THE MILLBROOK PRESS INC.
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                             Nine months ended April 30
                                                             2000                  1999
                                                             ----                  ----

<S>                                                     <C>                    <C>
CASH FLOW  FROM OPERATING ACTIVITIES:
Net income                                              $   852,000            $   155,000

Add (deduct) to reconcile net income to net cash flow:
Depreciation and amortization                             1,455,000              1,388,000
Changes in assets & liabilities:
   Accounts receivable                                      536,000               (791,000)
   Inventory                                               (261,000)              (449,000)
   Prepaid expenses and other assets                         20,000                 12,000
   Accounts payable & accrued expenses                     (682,000)              (541,000)
                                                         ----------             ----------

Cash provided by operating activities:                    1,920,000               (226,000)
                                                         ----------             ----------


CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures                                        (90,000)               (90,000)
Plant costs                                              (1,080,000)            (1,174,000)
                                                         ----------             ----------

Cash used in investing activities                        (1,170,000)            (1,264,000)
                                                         ----------             ----------

CASH FLOW FROM FINANCING ACTIVITIES:
Net borrowings under lines of credit                       (760,000)             1,794,000
Proceeds from long term debt                                864,000                      0
Purchase of treasury stock                                 (967,000)                     0
                                                         ----------             ----------
Cash provided by (used in) financing activities            (863,000)             1,794,000
                                                         ----------             ----------

Net increase (decrease) in cash                            (113,000)               304,000
                                                         ----------             ----------

Cash at beginning of period                                 133,000                 34,000
                                                         ----------             ----------

Cash at end of period                                   $    20,000            $   338,000
                                                        ===========            ===========


Supplemental disclosure:

Interest paid                                           $   368,000            $   293,000
                                                        ===========            ===========
Income tax paid                                         $    39,000            $   137,000
                                                        ===========            ===========

</TABLE>

<PAGE>


NOTES TO FINANCIAL STATEMENTS
April 30, 2000

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  periods  presented  have been made.  The results of the April 30,
2000 interim  period 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 included in
the Company's Form 10KSB for the fiscal year ended July 31, 1999.

Stock Option Plan

The Company has  reserved  675,000  shares of common  stock,  $.01 par value per
share (the "Common  Stock"),  under its 1994 Stock Option Plan  ("Option  Plan")
which provides that the Stock Option and Compensation  Committee of the Board of
Directors, may grant stock options to eligible employees, officers, directors 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  generally expire seven years after the grant date. Stock
options  generally  vest 50% one year  from the date of grant and 25% in each of
the next two years from the date of grant.

Earnings Per Share

In December 1997, the Company adopted Statement of Financial Accounting Standard
(SFAS 128) "Earnings Per Share". SFAS 128 presents earnings per share on a basic
and diluted  basis.  The  computation  of basic  earnings  per share is based on
income  available  to common  stockholders  and the weighted  average  number of
common shares outstanding during the three and nine month periods.

Purchase of Treasury Stock

On December 16, 1999, the Company  purchased 595,113 shares of Common Stock in a
private  transaction  for an aggregate  purchase price of $967,000 or $1.625 per
share.  Upon  consumation of the transaction,  the repurchased  shares of Common
Stock were  placed in  treasury.  On January  31,  2000,  the  Company  borrowed
additional funds to finance the transaction (see Notes Payable to Bank). For the
period from December 16, 1999 to January 31, 2000, the Company's working capital
was used for this transaction.

Notes Payable to Bank

As of April 30, 2000,  the Company had available a $7,500,000  revolving line of
credit with People's Bank and the Company had $4,698,000  outstanding under this
line.  The  $7,500,000 is the maximum  available,  however it may be lower based
upon the eligible value of accounts  receivable


<PAGE>

and  inventory.  As of April 30,  2000,  the  eligible  inventory  and  accounts
receivable was  $6,377,000.  The Company is in compliance  with all covenants of
the loan agreement  with People's Bank, as amended  January 31, 2000. On January
31, 2000, the Company borrowed an additional $964,000 from People's Bank for the
purchase of 595,113 shares of its common stock,  of which $600,000 is based on a
24 month  unsecured term loan with equal monthly  payments of $25,000 per month,
with  interest  on the  outstanding  balance  at prime  plus 2%.  The  remaining
$364,000 is secured by eligible accounts receivable and inventory of the Company
and is payable on January 1, 2002. Interest on the outstanding balance is at the
Bank's prime rate.

Taxes

Federal  income  taxes have been  provided  for the three and nine months  ended
April 30,  2000,  as the  Company  has fully  utilized  its net  operating  loss
carryforwards.



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 school and library  market and the  consumer
market. Since its inception,  the Company has published more than 1200 hardcover
and 600 paperback books under its Millbrook,  Copper Beech, Twenty-First Century
and Magic Attic Press 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. The
majority of Copper Beech books are  published  for both the consumer and library
markets.  Twenty-First  Century  book  titles are  published  primarily  for the
library market.  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 consumer market.

        Consumer Market Compared to the School and Public Library Market

As the Company sells 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.


<PAGE>

        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's  current and future net sales and operating
results will reflect these seasonal factors.

        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 for credit.  The rate of return also can have a
significant  impact on quarterly results since certain  wholesalers return large
quantities of products at one time  irrespective of marketplace  demand for such
products, rather than spreading out the returns over the course of the year. The
Company  computes net sales by deducting  actual  returns as well as  additional
reserves  as  required  from its gross  sales.  Return  allowance  may vary as a
percentage  of gross  sales  based on actual  return  experience.  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, 2000 were $4,984,000 compared to
$4,186,000  for the same period last year, an increase of 19%. Net sales for the
nine months ended April 30, 2000 were  $15,476,000  compared to $13,512,000  for
the same period last year,  an  increase of 14.5%.  Increased  sales in both the
school and  public  library  and  consumer  markets  account  for the  favorable
variance.

Gross  profit  margin for the third  quarter  ended April 30,  2000  amounted to
$2,538,000,  or 50.9% of net sales  compared to $2,117,000 or 50.5% of net sales
for the same  period last year.  For the nine months  ended April 30, 2000 gross
profit margin was $7,392,000,  or 47.7% of net sales compared to $6,532,000,  or
48.3% of net sales for the same period last year.

Selling and  marketing  expenses for the quarter ended April 30, 2000 were 33.7%
of net sales  compared  to 39.3% of net sales for the  quarter  ended  April 30,
1999. For the nine months ended April 30, 2000,  selling and marketing  expenses
were 30.2% compared to 34.1% of net sales for the same period in 1999. Increased
sales while holding costs constant account for this favorable variance.

General and  administrative  expenses  decreased  by $38,000 to $506,000 for the
quarter  ended April 30, 2000  compared to $544,000 for the quarter  ended April
30, 1999. For the nine months ended April 30, 2000 these  expenses  decreased by
$107,000 to $1,374,000 compared to $1,481,000 for the same period in 1999.


<PAGE>

During the quarter  ended April 30, 2000,  the Company had  operating  income of
$354,000 compared with an operating loss of $73,000 for the same period in 1999.
For the nine  months  ended  April 30,  2000  operating  income  was  $1,349,000
compared to $448,000 for the same period in 1999.  Increased sales,  lower sales
and  marketing  costs  along with lower  administrative  costs  account for this
favorable variance.

Interest  expense for the quarter ended April 30, 2000 was $129,000  compared to
$93,000 for the same period last year due to increased bank  borrowing.  For the
nine months  ended  April 30, 2000  interest  expense was  $368,000  compared to
$293,000 for the same period in 1999.

Net income for the quarter  ended April 30, 2000 was $212,000  compared to a net
loss of $166,000 for the same period last year.  For the nine months ended April
30, 2000 net income was  $852,000  compared  to $155,000  for the same period in
1999.


Liquidity and Capital Resources
-------------------------------

As of April 30, 2000, the Company had up to $7,500,000  revolving line of credit
with  People's  Bank (see  Notes to  Financial  Statements).  The line of credit
restricts  the ability of the Company to obtain  working  capital in the form of
indebtedness,  to grant security interest in the assets of the Company or to pay
dividends on the Company's securities.

As of April 30, 2000,  the Company had  $4,698,000  outstanding  under this line
compared  to  $5,669,000  as of April  30,  1999.  This  debt  decreased  due to
increased cash flow from  operations.  In addition (as described  under Notes to
Financial  Statements) the Company had outstanding  $864,000 for the purchase of
treasury stock.

As of April 30,  2000,  the Company had cash and working  capital of $20,000 and
$5,329,000, respectively, as opposed to cash and working capital of $338,000 and
$4,612,000, respectively, as of April 30, 1999.

Inventory of finished goods totaled  $7,340,000 and $7,158,000 at April 30, 2000
and 1999 respectively.  The level of inventory has remained  consistant with the
prior year and  reflects  an  adequate  level of trade and  school  and  library
backlist titles. The increase in accounts  receivable of $115,000 from April 30,
1999 is due to increased sales.

Based on its current  operating  plan,  the Company  believes  that its existing
resources  together  with cash  generated  from  operations  and cash  available
through its credit line will be sufficient to satisfy the Company's contemplated
working capital  requirements  through  approximately  April 30, 2001.  However,
there can be no assurance that the Company's  working capital  requirements 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 April 30, 2001,  the Company may seek  additional  funds
through debt or equity financing. The Company has no agreements,  commitments or
understandings with respect to such debt or equity financing.




<PAGE>

Year 2000 Disclosure
--------------------

The Company has no material  Year 2000 computer  issues to report.  All internal
and third party  hardware and software has  functioned as expected since January
1,  2000.  There  has  been no  loss of  business  or  disruption  in day to day
operations.  The Company will continue to monitor all computer operations during
the next quarter to insure continued  compliance.  The Company's costs regarding
Year 2000  compliance  were in line with  budget  and were not  material  to the
Company's operating results or cash position.


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

Item 5: Other Information

                  None

Item 6:  Exhibits and reports on Form 8-K

                  (a)  Exhibits
                       Exhibit 27--Financial Data Schedule

                  (b)  Form 8-K--None





<PAGE>


                                   SIGNATURES

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


                                         The Millbrook Press, Inc.
                                         (Registrant)


June 14, 2000                            By: /s/ David Allen
                                            ----------------------------------

                                          David Allen
                                          Chief Financial Officer