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, 2001.

( )    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, 2001.

                  2,849,887 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, 2001



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Statements of Operations for the three and six months ended January 31,
         2001 and 2000

         Balance Sheet as of January 31, 2001

         Statements of Cash Flows for six months ended January 31, 2001 and 2000

         Notes to Financial Statements


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

PART II. OTHER INFORMATION

Item 4.  Submission of  Matters to a Vote of  Security Holders

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
                                              2001         2000           2001            2000
                                              ----         ----           ----            ----

<S>                                     <C>            <C>            <C>            <C>
Net sales                               $10,668,000    $10,559,000    $ 5,383,000    $ 5,323,000

Cost of sales                             5,632,000      5,852,000      2,838,000      3,054,000
                                        -----------    -----------    -----------    -----------

Gross profit                              5,036,000      4,707,000      2,545,000      2,269,000

Operating expenses:
    Selling and marketing                 3,156,000      2,844,000      1,708,000      1,414,000
    General and administrative              994,000        868,000        518,000        463,000
                                        -----------    -----------    -----------    -----------
    Total operating expenses              4,150,000      3,712,000      2,226,000      1,877,000
                                        -----------    -----------    -----------    -----------
Operating income                            886,000        995,000        319,000        392,000

Interest expense                            237,000        239,000        121,000        125,000
                                        -----------    -----------    -----------    -----------

Income before income tax                    649,000        756,000        198,000        267,000

Provision for income tax                    212,000        116,000         91,000        116,000
                                        -----------    -----------    -----------    -----------

Net income                              $   437,000    $   640,000    $   107,000    $   151,000
                                        ===========    ===========    ===========    ===========


Earnings per share                      $      0.15    $      0.19    $      0.04    $      0.05
                                        ===========    ===========    ===========    ===========
 (basic and diluted)

Weighted average shares outstanding       2,859,387      3,307,856      2,858,887      3,163,912
                                        ===========    ===========    ===========    ===========

</TABLE>
<PAGE>

                            THE MILLBROOK PRESS INC.
                                  Balance Sheet
                                January 31, 2001

Assets

Cash                                                            $     55,000
Accounts receivable, net                                           6,058,000
Inventory, net                                                     7,243,000
Royalty advances, net                                                725,000
Prepaid expense and other assets                                     354,000
                                                                ------------
                  Total current assets                            14,435,000

Plant costs, net                                                   4,364,000
Royalty advances, net                                              1,089,000
Fixed assets, net                                                    227,000
Goodwill, net                                                      2,805,000
                                                                ------------

                  Total assets                                  $ 22,920,000
                                                                ============

Liabilities and Stockholders' Equity

Accounts payable and accrued expenses                           $  3,486,000
Notes payable to bank                                              4,856,000
Royalties payable                                                    155,000
Current portion of long term debt                                    300,000
                                                                ------------
                  Total current liabilities                        8,797,000

Long term debt                                                       264,000
                                                                ------------
                  Total liabilities                                9,061,000
                                                                ------------

Stockholders' Equity
Common stock, par value $.01, 12,000,000
   shares authorized, 3,455,000 shares issued
   and 2,849,887 shares outstanding                                   35,000
Additional paid in capital                                        17,556,000
Treasury stock                                                      (987,000)
Accumulated deficit                                               (2,745,000)
                                                                ------------
                  Total stockholders' equity                      13,859,000
                                                                ------------

                  Total liabilities & stockholders' equity      $ 22,920,000
                                                                ============



<PAGE>

                            THE MILLBROOK PRESS INC.
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                            Six months ended
                                                                                January 31
                                                                           2001           2000
                                                                           ----           ----
CASH FLOW  FROM OPERATING ACTIVITIES:
<S>                                                                    <C>           <C>
Net income                                                             $   437,000   $   640,000

Add (deduct) to reconcile net income to net cash flow:
Depreciation and amortization                                            1,027,000       971,000
Changes in assets & liabilities:
   Accounts receivable                                                     102,000      (499,000)
   Inventory                                                              (594,000)     (164,000)
   Prepaid expenses and other assets                                       (83,000)      210,000
   Accounts payable & accrued expenses                                    (860,000)     (403,000)
                                                                       -----------   -----------

                  Net cash provided by operating activities                 29,000       755,000
                                                                       -----------   -----------

CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures                                                       (47,000)      (48,000)
Plant costs                                                               (880,000)     (636,000)
                                                                       -----------   -----------
                  Net cash used in investing activities                   (927,000)     (684,000)
                                                                       -----------   -----------

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from (repayment of) borrowings under notes payable              1,173,000      (173,000)
(Repayment of) proceeds from long term debt                               (200,000)      964,000
Purchase of treasury stock                                                 (20,000)     (967,000)
                                                                       -----------   -----------
                  Net cash provided by (used in) financing activities      953,000      (176,000)
                                                                       -----------   -----------

                  Net increase (decrease) in cash                           55,000      (105,000)

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

Cash at end of period                                                  $    55,000   $    28,000
                                                                       ===========   ===========

Supplemental disclosures:
Interest paid                                                          $   118,000   $   239,000
                                                                       ===========   ===========
Income tax paid                                                        $    55,000   $    25,000
                                                                       ===========   ===========
</TABLE>

<PAGE>


NOTES TO FINANCIAL STATEMENTS
January 31, 2001

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,
2001 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
in the United States 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,
2000.

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 or 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.  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

The  Company  presents  earnings  per  share  on a basic  and  diluted  basis in
accordance with Statement of Financial  Accounting Standard (SFAS 128) "Earnings
Per  Share".  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  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.  In  addition  on January  22,  2001 the Company
purchased  an  additional  10,000  shares of Common  Stock in the open market at
$1.98 per  share.  The  Company  used  funds from its  working  capital  line to
purchase these shares. The repurchased 10,000 shares of Common Stock were placed
in treasury.  The Company may purchase  additional shares of Common Stock in the
future and has allocated $450,000 of its working capital line for that purpose.



<PAGE>

Notes Payable to Bank

As of January 31, 2001, the Company had available a $7,500,000 revolving line of
credit with People's Bank and the Company had $4,856,000  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 and inventory.  As of January 31,
2001, the eligible inventory and accounts receivable was $7,312,000. 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.

Income Taxes

Federal and state income  taxes have been  provided for the three and six months
ended  January 31, 2001 and 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 1,400 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


<PAGE>

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 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, 2001 were $5,383,000 compared
to $5,323,000  for the same period last year, an increase of $60,000.  Net sales
for the  six  months  ended  January  31,  2001  were  $10,668,000  compared  to
$10,559,000  for the same period last year,  an increase of $109,000.  Increased
sales in both the School and Public Library and Consumer  markets  accounted for
the favorable results.

Gross profit  margin for the second  quarter  ended January 31, 2001 amounted to
$2,545,000,  or 47.3% of net sales  compared to $2,269,000 or 42.6% of net sales
for the same period last year.  For the six months ended  January 31, 2001 gross
profit margin was  $5,036,000,  or 47.2% of net sales  compared to $4,707,000 or
44.6% of net sales for the same  period last year.  Increased  sales in the more
profitable product lines account for the favorable variance.

Selling and marketing expenses for the quarter ended January 31, 2001 were 31.7%
of net sales


<PAGE>

compared to 26.6% of net sales for the quarter ended  January 31, 2000.  For the
six months ended January 31, 2001 these expenses were 29.6% compared to 26.9% of
net  sales for the same  period in 2000.  General  and  administrative  expenses
increased by $55,000 to $518,000 for the quarter ended January 31, 2001 compared
to $463,000 for the quarter  ended  January 31,  2000.  For the six months ended
January 31, 2001 these  expenses  increased by $126,000 to $994,000  compared to
$868,000 for the same period in 2000.  The increased  expenses are due mainly to
additional investment needed to expand the publishing program.

During the quarter ended January 31, 2001,  the Company had operating  income of
$319,000 compared with operating income of $392,000 for the same period in 2000.
For the six months  ended  January 31, 2001 the  operating  income was  $886,000
compared to $995,000 for the same period in 2000.

Interest expense for the quarter ended January 31, 2001 was $121,000 compared to
$125,000  for the same period last year.  For the six months  ended  January 31,
2001 interest  expense was $237,000  compared to $239,000 for the same period in
2000 as total bank borrowing has remained constant.

Net  income  after tax for the  quarter  ended  January  31,  2001 was  $107,000
compared to $151,000  for the same  period last year.  For the six months  ended
January 31,  2001 net income was  $437,000  compared  to  $640,000  for the same
period in 2000.  The  current  year has income tax  expense of  $212,000  as the
Company has fully utilized its net operating loss carryforwards.

For the remainder of fiscal year 2001,  the Company will continue on its plan of
strengthening  the  business.  The Company has  committed  additional  funds for
expansion  of its  Copper  Beach  and  Twenty-First  Century  imprints,  and has
initiated a fiction imprint to be launched in Spring 2002. The Company  believes
these actions should serve to further  increase sales in fiscal 2002 and beyond.
The Company  expects  current year revenue and net income to be in line with the
prior year.

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

As of January  31,  2001,  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.  The line  provides for the  repurchase of up to $450,000 of Company
Common Stock.

As of January 31, 2001, the Company had $4,856,000  outstanding  under this line
compared  to  $5,285,000  as of January 31,  2000.  This debt  decreased  due to
increased  cash flow from  operations.  In addition,  on January 31,  2001,  the
Company had an  outstanding  loan of $564,000 from People's Bank used to finance
the purchase of treasury stock.

As of January 31, 2001, the Company had cash and working  capital of $55,000 and
$5,638,000,  respectively, as opposed to cash and working capital of $28,000 and
$5,505,000, respectively, as of January 31, 2000.

Inventory of finished  goods totaled  $7,243,000  and  $7,243,000 at January 31,
2001 and 2000,  respectively.  The level of inventory has remained constant with
prior year and  reflects  an  adequate


<PAGE>

level of trade and school and library backlist titles.  The decrease in accounts
receivable of $545,000 from January 31, 2000 is due to collection efforts.

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 at least through  approximately  January 31, 2002.
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,  2002,  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.

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,  current year
revenue and net income,  future revenues from the Company's new fiction imprint,
improvements in the Company's Copper Beach and Twenty-First Century imprints 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.



<PAGE>



PART II. OTHER INFORMATION
--------------------------

Item 4.  Submission of Matters to a Vote of Security Holders

On November  30,  2000,  the Company  held its Annual  Meeting of  Stockholders,
whereby the  stockholders  elected  Directors  and ratified the  appointment  of
Arthur  Andersen LLP as the Company's  independent  auditors for the fiscal year
ending July 31, 2001. The vote on such matters was as follows:

              1.  ELECTION OF DIRECTORS:
                                                   For               Withheld
                                                   ---               --------
                        Howard Graham            1,721,937            - 0 -
                        Jeffrey Conrad           1,721,937            - 0 -
                        Frank J. Farrell         1,721,937            - 0 -
                        Bruno A. Quinson         1,721,937            - 0 -
                        Joseph Kanon             1,721,937            - 0 -
                        Hannah Stone             1,721,937            - 0 -

              2.  RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP:

                                    For           Against             Abstain
                                    ---           -------             -------
                                 1,721,937         - 0 -               - 0 -


Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits -- None

         (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)


March 15, 2001                        By:  /s/ David Allen
                                           ---------------------------
                                           David Allen
                                           Chief Operating Officer,
                                           Chief Financial Officer