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, 1998.

/ /      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, 1998

                  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, 1998


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Statements of Operations  for the three and nine months ended April 30,
         1998 and 1997

         Balance Sheet as of April 30, 1998

         Statement of  Stockholder's  Equity for the three and nine months ended
         April 30, 1998

         Statements of Cash Flows for nine months ended April 30, 1998 and 1997

         Notes to Financial Statements

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

PART II. 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 ended
                                                                                     April 30                         April 30
                                                                                1998          1997            1998          1997
                                                                                -----         -----           -----         ----

<S>                                                                          <C>           <C>            <C>            <C>       
Net sales                                                                    $11,704,000   $ 9,905,000    $ 4,492,000    $3,690,000

Cost of sales                                                                  5,901,000     5,418,000      2,212,000     2,040,000
                                                                             -----------   -----------    -----------   -----------

Gross profit                                                                   5,803,000     4,487,000      2,280,000     1,650,000
                                                                             -----------   -----------    -----------   -----------

Operating expenses:
   Selling and marketing                                                       3,802,000     3,393,000      1,429,000     1,197,000
  General and administrative                                                   1,319,000     1,623,000        459,000       447,000
                                                                             -----------   -----------    -----------   -----------
  Total operating expenses                                                     5,121,000     5,016,000      1,888,000     1,644,000
                                                                             -----------   -----------    -----------   -----------

Operating income (loss)                                                          682,000      (529,000)       392,000         6,000
Interest expense/(income)                                                        119,000       164,000         81,000        (9,000)
                                                                             -----------   -----------    -----------   -----------

Net (loss) income                                                                563,000      (693,000)       311,000        15,000
Preferred dividend accrued                                                             0      (284,000)   $         0             0
                                                                             -----------   -----------    -----------   -----------
Net (loss) income available to common stockholders                           $   563,000   ($  977,000)   $   311,000   $    15,000
                                                                             -----------   -----------    -----------   -----------

Net (loss) earnings per share after preferred dividend requirements
(basic and diluted)                                                          $      0.16   ($     0.63)   $      0.09   $      0.00
                                                                             -----------   -----------    -----------   -----------
</TABLE>


<PAGE>
                                 Millbrook Press
                                  Balance Sheet
                                 April 30, 1998

Assets
Cash                                                             $     97,000
Accounts Receivable, net                                            5,251,000
Inventory                                                           6,410,000
Prepaid Expense and Other Assets                                      288,000
Royalty Advances, net                                               1,003,000
                                                                 ------------
Total Current Assets                                               13,049,000

Plant Costs, net                                                    4,304,000
Royalty Advances, net                                                 200,000
Fixed Assets, net                                                     245,000
Goodwill, net                                                       2,913,000
Other Assets                                                            5,000
                                                                 ------------

Total Assets                                                     $ 20,716,000
                                                                 ============

Accounts Payable and Accrued Expenses                            $  2,359,000
Notes Payable to Bank                                            $  4,395,000
Royalties Payable                                                     100,000
                                                                 ------------
Current Liabilities                                                 6,854,000
Shareholders Equity:
Capital Stock                                                          35,000
Additonal Paid in Capital                                          17,556,000
Accumulated Deficit                                                (3,729,000)
                                                                 ------------
Total Equity                                                       13,862,000
                                                                 ------------

Total Liabilities & Stockholder's
Equity                                                           $ 20,716,000
                                                                 ============



<PAGE>
                        Statement of Stockholders' Equity
                    Three and nine month ended April 30, 1998

<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          ($4,292,000)      $13,299,000
Net income                                                                                           250,000           250,000
Balance at October 31, 1997       0         0      3,455,000      $35,000   $17,556,000          ($4,042,000)      $13,549,000
Net income                                                                                             2,000             2,000
Balance at January 31, 1998       0         0      3,455,000      $35,000   $17,556,000          ($4,040,000)      $13,551,000
Net income                                                                                           311,000           311,000
Balance at April 30, 1998         0         0      3,455,000      $35,000   $17,556,000          ($3,729,000)      $13,862,000
</TABLE>



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


                                                                                     Nine months ended
                                                                                          April 1998              April 1997
                                                                                          ----------              ----------
CASH FLOW  FROM OPERATING ACTIVITIES:
<S>                                                                                     <C>                    <C>         
Net income (loss)                                                                       $   563,000            ($  693,000)

Add (deduct) to reconcile net income to net cash flow:
Depreciation and amortization                                                             1,153,000                881,000
Changes in assets & liabilities (net of effect of acquisition):
Accounts receivable                                                                      (2,425,000)            (1,411,000)
Inventory                                                                                  (717,000)            (1,053,000)
Prepaid expenses and other                                                                  101,000                328,000
Payables & accrued expenses                                                                 (13,000)               822,000
                                                                                        -----------            -----------

CASH FLOW USED IN OPERATIONS:                                                            (1,338,000)            (1,126,000)
                                                                                        -----------            -----------

CASH FLOW USED IN INVESTING ACTIVITIES:
Capital expenditures                                                                        (50,000)               (49,000)
Plant costs                                                                              (1,220,000)            (1,001,000)
Acquisition of business                                                                  (2,013,000)                     0
                                                                                        -----------            -----------
Cash used in investing activities                                                        (3,283,000)            (1,050,000)

CASH FLOW FROM FINANCING ACTIVITIES
Net borrowings under lines of credit                                                      4,395,000             (3,242,000)
Proceeds from sale of capital stock                                                               0              7,116,000
                                                                                        -----------            -----------
Cash provided by financing activities                                                     4,395,000              3,874,000
                                                                                        -----------            -----------

Net increase (decrease) in cash                                                            (226,000)             1,698,000

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

Cash at end of period                                                                        97,000              1,832,000
                                                                                        -----------            -----------

Supplemental disclosure:
Interest Expense Paid                                                                       119,000                 (9,000)
</TABLE>


<PAGE>

THE MILLBROOK PRESS INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 1998

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, 1998
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.

Initial Public Offering

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  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.

Stock Option Plan

The Company has reserved 675,000 shares of 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. However, 50% of all non-vested stock options granted prior to
the IPO vested on December  17, 1997 and the  balance of such  unvested  options
vest on December 17, 1998.


<PAGE>
Earning Per Share

In December 1997, the company adopted Statement of Financial Accounting Standard
(SFAS 128) "Earning Per Share".  SFAS 128 presents  earning 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.  Diluted
earnings per share reflects the potential  dilution that could occur if dilutive
stock options were exercised resulting in the issuance of common stock that then
shared  in  the  earnings  of the  Company.  The  following  table  details  the
computation  of  Basic  and  Diluted  earnings  per  share  for the  three - and
nine-month periods.
<TABLE>
<CAPTION>

                                          For the nine months ended               For the three months ended
                                                   April 30                                  April 30
                                         1998                 1997                 1998                 1997
                                         ----                 ----                 ----                 ----


<S>                                   <C>                 <C>                  <C>                 <C>
Net Income (Loss)                     $   563,000         $  (977,000)         $   311,000         $    15,000

SHARES

Basic Shares                            3,455,000           1,541,085            3,455,000           2,055,862
Effect of Dilutive Stock Options          131,550                --                   --                  --
Diluted Shares                          3,586,550           1,541,085            3,455,000           2,055,862
</TABLE>

<TABLE>
<CAPTION>

                                          For the nine months ended               For the three months ended
                                                   April 30                                  April 30
                                         1998                 1997                 1998                 1997
                                         ----                 ----                 ----                 ----

<S>                                      <C>                  <C>                  <C>                  <C>  
Basic and Diluted EPS                    $.16                 $(.63)               $0.09                $0.00
</TABLE>

Notes Payable to Bank

As of April 30, 1998,  the Company had available a $4,500,000  revolving line of
credit with People's Bank and the Company had $4,395,000  outstanding under this
line. The reason for the increase in the debt is the acquisition of 21st Century
Books and increased  working  capital needs.  As of June 10, 1998, the revolving
line of credit with People's Bank was increased to $7,500,000.


<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 875 hardcover
and 340  paperback  books under  Millbrook,  21st Century Books 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 third quarter ended April 30, 1998 were $4.5 million  compared
to $3.7 million for the same period last year.  Increased  sales  resulted  from
significant  increases in S&L sales due to the acquisition of 21st Century Books
and Trade sales. Net sales for the nine months ended April 30, 1998 increased by
18% compared with the same period in 1997, primarily due to the increase in S& L
sales and trade sales.

Gross profit  margin  increased to 51% for the quarter ended April 30, 1998 from
45% for the quarter  ended April 30, 1997.  The increase in gross profit  margin
for the quarter  ended April 30, 1998  resulted  from lower paper,  printing and
binding cost as a  percentage  of sales  compared  with the same period in 1997.
Gross margin for the nine months  ended April 30, 1998  increased by 5% compared
with same period in 1997  primarily  due to lower  paper,  printing  and binding
cost.

Although selling and marketing expenses have increased due to the Company's goal
of selling to all channels  effectively,  selling and marketing expenses for the
quarter ended April 30, 1998 were 32% of net sales which is the same  percentage
of net sales as the three  months ended April 30,  1997.  Selling and  marketing
expenses for the nine months ended April 30, 1998 decreased 2% compared with the
same period in 1997.  This  decrease is due to higher sales and lower  marketing
costs.

General and administrative  expenses increased to $459,000 for the quarter ended
April 30, 1998 compared with $447,000 for the quarter ended April 30, 1997.  For
the nine  months  ended  April



<PAGE>

30, 1998 general and administrative expenses decreased by 19% due to IPO related
expenses in the third quarter ended April 30, 1997.

During the quarter  ended April 30,  1998 the  Company had  operating  income of
$392,000  compared  with an  operating  income of $6,000 for the same  period in
1997. The increase in operating income is due to increased sales,  lower cost of
sales and lower general and administrative  expenses.  For the nine months ended
April 30, 1998 the operating income was $682,000 compared to a $529,000 loss for
the same period in 1997.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 1998,  the Company had available a $4,500,000  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  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 June 10, 1998,  the revolving  line of credit with
People's Bank was increased to $7,500,000.

As of April 30, 1998,  the Company had $4,395,000  outstanding  under this line.
The reason for the increase in the debt is the acquisition of 21st Century Books
and to meet working capital needs.

As of April 30,  1998,  the Company had cash and working  capital of $97,000 and
$6,195,000,  respectively,  as opposed to cash and working capital of $1,832,000
and $7,090,000, respectively, as of April 30, 1997. This decrease was due to the
acquistion of Twenty-First Century Books.

Inventory of finished  goods totaled  $6,410,000 and $4,530,000 at April 30,1998
and April 30, 1997  respectively.  The higher  level of  inventory  is due to an
increase in the number of  backlist  trade and school and  library  titles.  The
acquisition of 21st Century Books also contributed to the increase in inventory.
The increase in Accounts  Receivable of $2,425,000 from the prior year 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 July 31, 1999. 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, 1999, 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.


<PAGE>

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

Exhibits and reports on Form 8-K

            (a)  Exhibits
                 Exhibit 27--Financial Data Schedule

            (b)  Form 8-K--None

                                   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 15, 1998                                  By: /s/ Satish Dua
                                                   ------------------
                                                   Satish Dua
                                                   Vice President and Chief
                                                   Financial Officer