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, 1999.
                                --------------
( ) 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, 1999

                  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, 1999


PART I.  FINANCIAL INFORMATION

      Item 1.  Financial Statements

               Statements of Operations for the three and nine months ended
               April 30, 1999 and 1998

               Balance Sheet as of  April 30, 1999

               Statements of Cash Flows for nine months ended April 30, 1999
               and 1998

               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 ENDED
                                            APRIL 30                   APRIL 30
                                       1999         1998          1999         1998
                                       ----         ----          ----         ----
<S>                             <C>              <C>         <C>           <C>

Net Sales                            $13,512,000  $11,704,000  $ 4,186,000   $ 4,492,000

Cost of Sales                          6,980,000    5,901,000    2,069,000     2,212,000
                                     -----------  -----------  -----------    ----------

Gross Profits                          6,532,000    5,803,000    2,117,000     2,280,000

Operating Expenses:
    Selling and Marketing              4,603,000    3,802,000    1,646,000     1,429,000
    General and Administrative         1,481,000    1,319,000      544,000       459,000
                                     -----------  -----------  -----------    ----------
   Total Operating Expenses            6,084,000    5,121,000    2,190,000     1,888,000
                                     -----------  -----------  -----------    ----------

Operating Income (Loss)                  448,000      682,000      (73,000)      392,000
Interest Expense                         293,000      119,000       93,000        81,000
                                     -----------  -----------  -----------    ----------

Net Income (Loss)                    $   155,000  $   563,000  ($  166,000)  $   311,000
                                     -----------  -----------  -----------    ----------

Earnings (Loss) per share
    (basic and diluted)              $      0.04  $      0.16  $     (0.05)  $      0.09
                                     -----------  -----------  -----------    ----------
Weighted average shares outstanding    3,455,000    3,455,000    3,455,000     3,455,000

</TABLE>

<PAGE>

                            THE MILLBROOK PRESS INC.
                                  BALANCE SHEET
                                 APRIL 30, 1999
<TABLE>
<CAPTION>

ASSETS
------
<S>                                    <C>

Cash                                      $    338,000
Accounts Receivable, net                     5,736,000
Inventory                                    7,158,000
Prepaid Expense and Other Assets               163,000
                                          ------------
TOTAL CURRENT ASSETS                        13,395,000

Plant Costs, net                             4,252,000
Royalty Advances, net                        1,793,000
Fixed Assets, net                              250,000
Goodwill, net                                3,193,000
                                          ------------

TOTAL ASSETS                              $ 22,883,000
                                          ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Accounts Payable and Accrued Expenses     $  3,051,000
Notes Payable to Bank                        5,669,000
Royalties Payable                               63,000
                                          ------------
TOTAL CURRENT LIABILITIES                    8,783,000

STOCKHOLDERS' EQUITY
Capital Stock                                   35,000
Additional Paid in Capital                  17,556,000
Accumulated Deficit                         (3,491,000)
                                          ------------
TOTAL STOCKHOLDERS' EQUITY                  14,100,000
                                          ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY  $ 22,883,000
                                          ------------

</TABLE>


<PAGE>


                            THE MILLBROOK PRESS INC.
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                   NINE MONTHS ENDED
                                                                APRIL 30, 1999  APRIL 30, 1998
                                                                --------------  --------------
<S>                                                           <C>              <C>
CASH FLOW  FROM OPERATING ACTIVITIES:
Net income (loss)                                                $   155,000       $ 563,000

Add (deduct) to reconcile net income to net cash flow:
Depreciation and amortization                                      1,388,000       1,153,000
Changes in assets & liabilities (net of effect of acquisition):
Accounts receivable                                                 (791,000)     (2,425,000)
Inventory                                                           (449,000)       (717,000)
Prepaid expenses and other                                            12,000         101,000
Payables & accrued expenses                                         (541,000)        (13,000)
                                                                  -----------     -----------

CASH FLOW USED IN OPERATIONS                                        (226,000)     (1,338,000)
                                                                  -----------     -----------

CASH FLOW USED IN INVESTING ACTIVITIES:
Capital expenditures                                                 (90,000)        (50,000)
Plant costs                                                       (1,174,000)     (1,220,000)
Acquisition of Twenty First Century                                     --        (2,013,000)
                                                                  -----------     -----------
Cash used in investing activities                                 (1,264,000)     (3,283,000)
                                                                  -----------     -----------

CASH FLOW FROM FINANCING ACTIVITIES
Net borrowings under lines of credit                               1,794,000       4,395,000
                                                                  -----------     -----------
Cash provided by financing activities                              1,794,000       4,395,000
                                                                  -----------     -----------

NET INCREASE (DECREASE) IN CASH                                      304,000        (226,000)

CASH AT BEGINNING OF PERIOD                                           34,000         323,000
                                                                  -----------     -----------

CASH AT END OF PERIOD                                            $   338,000     $    97,000
                                                                  -----------     -----------

SUPPLEMENTAL DISCLOSURE:
INTEREST PAID                                                    $   293,000     $   119,000
                                                                  -----------     -----------


</TABLE>


<PAGE>

NOTES TO FINANCIAL STATEMENTS
April 30, 1999

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,
1999 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 for the
fiscal year ended July 31, 1998.

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% in 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 December  23, 1996 vested on December  17, 1997 and the balance of such
unvested options vested on December 17, 1998.

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 month period.  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.


<PAGE>
<TABLE>
<CAPTION>

                                  For the nine months ended  For the three months ended
                                         April 30,                   April 30,
                                      1999           1998        1999            1998
                                      ----           ----        ----            ----

<S>                               <C>          <C>          <C>           <C>
Net Income (Loss)                 $   155,000  $   563,000  ($  166,000)  $   311,000

SHARES

Basic Shares                        3,455,000    3,455,000    3,455,000     3,455,000
Effect of Dilutive Stock Options         --        131,550         --            --
Diluted Shares                      3,455,000    3,586,550    3,455,000     3,455,000

Basic & Diluted EPS               $      0.04  $      0.16  ($     0.05)  $      0.09


</TABLE>

NOTES PAYABLE TO BANK

As of April 30, 1999,  the Company had available a $7,500,000  revolving line of
credit with People's Bank and the Company had $5,669,000  outstanding under this
line.

TAXES

No federal  income taxes have been  provided for the nine months ended April 30,
1999 and 1998 due to the Company's net operating loss carryforwards.

The Company  anticipates fully utilizing all of its remaining net operating loss
carryforwards during the current fiscal year.



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


<PAGE>

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 Books
titles are published  primarily for the library market. As a result, the Company
is better able to fully exploit a book's sales potentital.  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 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'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 returned 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.  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.


<PAGE>

RESULTS OF OPERATIONS

Net sales for the third quarter ended April 30, 1999 were $4,186,000 compared to
$4,492,000  for the same period last year.  Decreased net sales resulted from an
unusually large amount of trade returns in the quarter ended April 30, 1999. Net
sales for the nine months ended April 30, 1999  increased  by 15% compared  with
the same period in 1998,  due to increases  in consumer,  school and library and
special sales.

Gross  profit  margin for the third  quarter  ended April 30,  1999  amounted to
$2,117,000,  or 50% of net sales compared to $2,280,000, or 50% of net sales for
the same period last year. For the nine months ended April 30, 1999 gross profit
margin was $6,532,000, or 48% of net sales compared to $5,803,000, or 50% of net
sales for the same period last year.  This  change in margin  percentage  is due
primarily to a large special sale at an unusually low margin.

Selling and marketing  expenses for the quarter ended April 30, 1999 were 39% of
net sales compared to 32% of net sales for the quarter ended April 30, 1998. For
the nine  months  ended  April 30,  1999  these  expenses  were 34% of net sales
compared to 32% of net sales for the same period in 1998.

General and  administrative  expenses  increased  by $85,000 to $544,000 for the
quarter  ended April 30, 1999  compared to $459,000 for the quarter  ended April
30, 1998. For the nine months ended April 30, 1999 these  expenses  increased by
$162,000 to $1,481,000 compared to $1,319,000 for the same period in 1998.

During the quarter  ended April 30, 1999,  the Company had an operating  loss of
$73,000  compared with operating income of $392,000 for the same period in 1998.
For the nine  months  ended  April 30, 1999 the  operating  income was  $448,000
compared to $682,000 for the same period in 1998.


LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 1999, the Company had a $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 other than indebtedness  incurred in
the ordinary course of the Company's business, to grant security interest in the
assets of the Company or to pay dividends on the Company's securities.

As of April 30, 1999, the Company had $5,669,000  outstanding under this line as
compared  to  $4,395,000  as of April  30,  1998.  This  debt  increased  due to
increased working capital requirements.

As of April 30, 1999,  the Company had cash and working  capital of $338,000 and
$4,612,000,  respectively, as opposed to cash and working capital of $97,000 and
$6,195,000, respectively, as of April 30, 1998.

Inventory of finished  goods totaled  $7,158,000 and $6,410,000 at April 30,1999
and 1998  respectively.  The increase in Accounts  Receivable  of $485,000  from
April 30, 1998 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  January 31, 2000.

<PAGE>

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  January  31,  2000,  the Company may seek
additional funds through debt or equity financing.


FORWARD-LOOKING STATEMENTS

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

YEAR 2000 DISCLOSURE

The Year 2000 Issue is the result of computer  programs  being written using two
digits  rather  than four to  define  the year.  Any of the  Company's  computer
programs  that have  date-sensitive  software may recognize a date using "00" as
the year 1900  rather  than  2000.  This  could  result in a system  failure  or
miscalculation causing disruption of operations; including among other things, a
temporary inability to process transactions, send invoices, or engage in similar
normal business activities.

Based upon a recent  assessment,  the Company determined that it was required to
upgrade or replace certain portions of its software so that its computer systems
will properly utilize dates beyond December 31, 1999.  During 1998 and 1999, the
Company  continued its  implementation of computer hardware and software that is
Year 2000  compliant.  Resources  were devoted to the  installation  of computer
systems  and  training  related to the new system.  It is expected  that the new
system will be fully installed and operational during 1999.

The Company  presently  believes  that with  upgrades of existing  software  and
conversions to new hardware and software,  the Year 2000 Issue can be mitigated.
However,  if such upgrades and conversions are not made, or are not completed or
available  in time,  the Year 2000 Issue  could  have a  material  impact on the
operations of the Company.  Furthermore, the Company could be adversely affected
by the failure of various third  parties,  such as customers and  suppliers,  to
remediate  their  own  Year  2000  Issue.   The  Company  has  initiated  formal
communications  with its significant  suppliers and large customers to determine
the  potential  impact  on the  Company,  and is  presently  in the  process  of
converting to Y2K compliant hardware and software where needed.


<PAGE>


PART II. OTHER INFORMATION

Item 5: Other Information

The Company has appointed  David Allen as the new Chief Financial  Officer.  Mr.
Allen's focus will be on reducing operating expenses,  increasing profitability,
maximizing cash flow and return on investment. In addition, with the appointment
of Mr.  Allen,  the Company  will be reviewing  all of its  internal  accounting
policies  and  estimates  during  the next  quarter.  This  review may result in
non-cash charges for the quarter and fiscal year ending July 31, 1999. It should
be noted that any such charges could cause the Company to have operating  losses
for that period.

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 14, 1999                      By:   /s/ David Allen
                                        -----------------------
                                        David Allen
                                        Chief Financial Officer