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 January 31, 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 January 31, 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
                                January 31, 2000



PART I.  FINANCIAL INFORMATION

  Item 1.   Financial Statements

            Statements of Operations  for the three and six months ended January
            31, 2000 and 1999

            Balance Sheet as of  January  31, 2000

            Statements  of Cash Flows for six months ended  January 31, 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>

                                           Six  months ended          Three months ended
                                               January 31                January 31
                                            2000         1999         2000         1999
                                            ----         ----         ----         ----

<S>                                     <C>          <C>          <C>          <C>
Net sales                               $10,492,000  $ 9,326,000  $ 5,284,000  $ 4,511,000

Cost of sales                             5,638,000    4,911,000    2,977,000    2,446,000
                                        -----------  -----------  -----------  -----------

Gross profit                              4,854,000    4,415,000    2,307,000    2,065,000

Operating expenses:
    Selling and marketing                 2,991,000    2,957,000    1,452,000    1,424,000
    General and administrative              868,000      937,000      463,000      518,000
                                        -----------  -----------  -----------  -----------
   Total operating expenses               3,859,000    3,894,000    1,915,000    1,942,000
                                        -----------  -----------  -----------  -----------

Operating income                            995,000      521,000      392,000      123,000

Interest expense                            239,000      200,000      125,000      107,000
                                        -----------  -----------  -----------  -----------

Income before income tax                $   756,000  $   321,000  $   267,000  $    16,000

Provision for income tax                    116,000            0      116,000            0
                                        -----------  -----------  -----------  -----------

Net income                              $   640,000  $   321,000  $   151,000  $    16,000
                                        ===========  ===========  ===========  ===========


Earnings per share (basic and diluted)  $      0.19  $      0.09  $      0.05  $      0.00
                                        ===========  ===========  ===========  ===========


Weighted average shares outstanding       3,307,856    3,455,000    3,163,912    3,455,000
                                        ===========  ===========  ===========  ===========
</TABLE>


<PAGE>

                            THE MILLBROOK PRESS INC.
                                 Balance Sheet
                                January 31, 2000

Assets

Cash                                                            $28,000
Accounts receivable, net                                      6,603,000
Inventory                                                     7,243,000
Royalty advances, net                                           699,000
Prepaid expense and other assets                                316,000
                                                                -------
Total current assets                                         14,889,000

Plant costs, net                                              4,186,000
Royalty advances, net                                           667,000
Fixed assets, net                                               230,000
Goodwill, net                                                 3,020,000
                                                              ---------

Total assets                                                $22,992,000

Liabilities and Stockholders' Equity

Accounts payable and accrued expenses                        $3,663,000
Notes payable to bank                                         5,285,000
Royalties payable                                               136,000
Current portion of long term debt                               300,000
                                                                -------
Total current liabilities                                     9,384,000

Long term debt                                                  664,000

Total liabilities                                            10,048,000

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                                         (3,680,000)
                                                            -----------
Total stockholders' equity                                   12,944,000
                                                             ----------

Total liabilities & stockholders' equity                    $22,992,000
                                                            ===========



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


<TABLE>
<CAPTION>

                                                            Six months ended January 31
                                                             2000                     1999
                                                             ----                     ----
CASH FLOW  FROM OPERATING ACTIVITIES:
<S>                                                     <C>                      <C>
Net income                                              $   640,000              $   321,000

Add (deduct) to reconcile net income to net cash flow:
Depreciation and amortization                               971,000                  897,000
Changes in assets & liabilities:
   Accounts receivable                                     (499,000)              (1,171,000)
   Inventory                                               (164,000)                (648,000)
   Prepaid expenses and other assets                        210,000                 (395,000)
   Accounts payable & accrued expenses                     (403,000)               1,300,000
                                                        -----------              -----------

Cash provided by operating activities:                      755,000                  422,000
                                                        -----------              -----------

CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures                                        (48,000)                 (55,000)
Plant costs                                                (636,000)                (907,000)
                                                        -----------              -----------
Cash used in investing activities                          (684,000)                (962,000)
                                                        -----------              -----------

CASH FLOW FROM FINANCING ACTIVITIES:
Net borrowings under lines of credit                       (173,000)                 918,000
Proceeds from long term debt                                964,000                        0
Purchase of treasury stock                                 (967,000)                       0
                                                        -----------              -----------
Cash provided by (used in) financing activities            (176,000)                 918,000
                                                        -----------              -----------

Net increase (decrease) in cash                            (105,000)                 378,000

Cash at beginning of period                                 133,000                   33,000
                                                        -----------              -----------

Cash at end of period                                   $    28,000              $   411,000
                                                        ===========              ===========

Supplemental disclosure:

Interest paid                                           $   239,000              $   200,000
                                                        ===========              ===========
Income tax paid                                         $    25,000              $   135,000
                                                        ===========              ===========

</TABLE>

<PAGE>
NOTES TO FINANCIAL STATEMENTS
January 31, 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 January 31,
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  non-qualified  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 six 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 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 January 31, 2000, the Company had available a $7,500,000 revolving line of
credit with People's Bank and the Company had $5,285,000  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 January 31,  2000,  the eligible  inventory  and accounts
receivable was  $6,838,000.  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 stock,  of which $600,000 is evidenced by 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 six  months  ended
January 31,  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 1100 hardcover
and 500 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 second quarter ended January 31, 2000 were $5,284,000 compared
to  $4,511,000  for the same period last year, an increase of 17%. Net sales for
the six months ended  January 31, 2000 were  $10,492,000  compared to $9,326,000
for the same period last year, an increase of 13%.  Increased  sales in both the
school and  public  library  and  consumer  markets  account  for the  favorable
variance.

Gross profit  margin for the second  quarter  ended January 31, 2000 amounted to
$2,307,000,  or 44% of net sales  compared to $2,065,000 or 46% of net sales for
the same  period  last year.  For the six months  ended  January  31, 2000 gross
profit margin was $4,854,000, or 46% of net sales compared to $4,415,000, or 47%
of net sales for the same period last year.

Selling and  marketing  expenses for the quarter ended January 31, 2000 were 27%
of net sales  compared  to 32% of net sales for the  quarter  ended  January 31,
1999. For the six months ended January 31, 2000 these expenses were 29% compared
to 32% of net sales for the same period in 1999.  Increased  sales while holding
costs constant year over year account for this favorable variance.

General and  administrative  expenses  decreased  by $55,000 to $463,000 for the
quarter  ended  January 31, 2000  compared  to  $518,000  for the quarter  ended
January 31,  1999.  For the six months  ended



<PAGE>

January 31, 2000 these  expenses  decreased  by $69,000 to $868,000  compared to
$937,000 for the same period in 1999.

During the quarter ended January 31, 2000,  the Company had operating  income of
$392,000 compared with operating income of $123,000 for the same period in 1999.
For the six months  ended  January 31, 2000 the  operating  income was  $995,000
compared to  $521,000  for the same period in 1999.  Increased  sales,  constant
sales and marketing costs along with lower administrative costs account for this
favorable variance.

Interest expense for the quarter ended January 31, 2000 was $125,000 compared to
$107,000 for the same period last year due to increased bank borrowing.  For the
six months ended  January 31, 2000  interest  expense was  $239,000  compared to
$200,000 for the same period in 1999.

Net income for the  quarter  ended  January 31,  2000 was  $151,000  compared to
$16,000 for the same period last year. For the six months ended January 31, 2000
net income was $640,000 compared to $321,000 for the same period in 1999.


Liquidity and Capital Resources

As of January  31,  2000,  the Company had up to  $7,500,000  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, to grant security
interest  in the assets of the  Company  or to pay  dividends  on the  Company's
securities.

As of January 31, 2000, the Company had $5,285,000  outstanding  under this line
as compared to  $4,792,000  as of January 31, 1999.  This debt  increased due to
increased  working capital  requirements.  In addition (as described under Notes
Payable to Bank) the  Company  had  outstanding  $964,000  for the  purchase  of
treasury stock.

As of January 31, 2000, the Company had cash and working  capital of $28,000 and
$5,505,000, respectively, as opposed to cash and working capital of $411,000 and
$5,583,000, respectively, as of January 31, 1999.

Inventory of finished  goods totaled  $7,243,000  and  $7,393,000 at January 31,
2000 and 1999 respectively.  The level of inventory has remained consistant with
prior year and  reflects  an  adequate  level of trade and  school  and  library
backlist  titles.  The increase in accounts  receivable of $605,000 from January
31, 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  October 31, 2000. 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 October 31, 2000, the Company may seek  additional  funds
through debt or equity financing.

<PAGE>
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.


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.



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
              Exhibit 99A--Third  Amendment to the Loan and  Security  Agreement
                           Dated  January 31, 2000 by and between The  Millbrook
                           Press, Inc and People's Bank

         (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)


March 13, 2000                              By: /s/ David Allen
                                                ----------------------
                                            David Allen
                                            Chief Financial Officer