`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, 2002.
                                   ---------------

( ) 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, 2002.

                  2,869,887 shares of Common Stock outstanding
                  --------------------------------------------

Transitional Small Business Disclosure Format (check one):

Yes  / /          No  /X/







                            THE MILLBROOK PRESS, INC.
                              INDEX TO FORM 10-QSB
                                January 31, 2002



PART I.  FINANCIAL INFORMATION

Item 1.    Financial Statements

           Statements of Income for the three and six months ended
           January 31, 2002 and 2001

           Balance Sheet as of January 31, 2002

           Statements of Cash Flows for six months ended
           January 31, 2002 and 2001

           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







                            THE MILLBROOK PRESS INC.
                              Statements of Income



                                                        Six months ended             Three months ended
                                                           January 31                   January 31
                                                       2002           2001          2002           2001
                                                       ----           ----          ----           ----

Net sales                                          $ 9,730,000    $10,668,000   $ 4,329,000    $ 5,383,000

Cost of sales                                        5,512,000      5,632,000     2,386,000      2,838,000
                                                   -----------    -----------   -----------    -----------

Gross profit                                         4,218,000      5,036,000     1,943,000      2,545,000

Operating expenses:
Selling and marketing                                3,338,000      3,156,000     1,724,000      1,708,000
General and administrative                             786,000        994,000       408,000        518,000
                                                   -----------    -----------   -----------    -----------
Total operating expenses                             4,124,000      4,150,000     2,132,000      2,226,000
                                                   -----------    -----------   -----------    -----------

Operating income (loss)                                 94,000        886,000      (189,000)       319,000

Interest expense                                       159,000        237,000        80,000        121,000
                                                   -----------    -----------   -----------    -----------

Income (loss) before income taxes                      (65,000)       649,000      (269,000)       198,000

Provision (benefit) for income taxes                    43,000        212,000       (12,000)        91,000
                                                   -----------    -----------   -----------    -----------

Net (loss) income                                  $  (108,000)   $   437,000   $  (257,000)   $   107,000
                                                   ===========    ===========   ===========    ===========


Earnings (loss) per share - basic                  $     (0.04)   $      0.15     $  (0.09)    $      0.04
                                                   ===========    ===========   ==========     ===========
Earnings (loss) per share - diluted                $     (0.04)   $      0.15     $  (0.09)    $      0.04
                                                   ===========    ===========   ==========     ===========

Weighted average shares outstanding - basic          2,852,507      2,859,387     2,855,104      2,858,887
                                                   ===========    ===========   ===========   ============

Weighted average shares outstanding - diluted        2,852,507      2,859,387     2,855,104      2,858,887
                                                   ===========    ===========   ===========   ============







                            THE MILLBROOK PRESS INC.
                                  Balance Sheet
                                January 31, 2002

Assets

Cash                                                            $     16,000
Accounts receivable, net                                           5,693,000
Inventory, net                                                     7,603,000
Royalty advances                                                     700,000
Prepaid expense and other assets                                     325,000
                                                                ------------
            Total current assets                                  14,337,000

Plant costs, net                                                   4,405,000
Royalty advances, net                                              1,896,000
Fixed assets, net                                                    248,000
Deferred tax                                                         241,000
Goodwill, net                                                      2,597,000
                                                                ------------

            Total assets                                        $ 23,724,000
                                                                ============

Liabilities and Stockholders' Equity

Accounts payable and accrued expenses                           $  4,316,000
Notes payable to bank                                              5,660,000
Royalties payable                                                    245,000
                                                                ------------
            Total current liabilities                             10,221,000

Long term debt
                                                                ------------
            Total liabilities                                     10,221,000
                                                                ------------

Stockholders' Equity
Common stock, par value $.01 per share, 12,000,000
   shares authorized; 3,455,000 shares issued
   and 2,869,887 outstanding                                          35,000
Additional paid in capital                                        17,601,000
Treasury stock                                                      (987,000)
Accumulated deficit                                               (3,146,000)
                                                                ------------
            Total stockholders' equity                            13,503,000
                                                                ------------

            Total liabilities & stockholders' equity        $ 23,724,000
                                                                ============







                            THE MILLBROOK PRESS INC.
                            Statements of Cash Flows


                                                                 Six months ended
                                                                   January 31
                                                              2002            2001
                                                              ----            ----
CASH FLOW  FROM OPERATING ACTIVITIES:
Net (loss) income                                        $  (108,000)   $   437,000

Add (deduct) to reconcile net income to net cash flow:
Depreciation and amortization                              1,055,000      1,027,000
Changes in assets & liabilities:
   Accounts receivable                                       109,000        102,000
   Inventory                                                (585,000)      (594,000)
   Prepaid expenses and other assets                        (145,000)       (83,000)
   Accounts payable & accrued expenses                  (216,000)      (860,000)
                                                         -----------    -----------

            Net cash provided by operating activities        110,000         29,000
                                                         -----------    -----------

CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures                                         (45,000)       (47,000)
Plant costs                                                 (841,000)      (880,000)
                                                         -----------    -----------
            Net cash used in investing activities           (886,000)      (927,000)
                                                         -----------    -----------

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from borrowings under notes payable               1,095,000      1,173,000
Repayment of long term debt                                 (364,000)      (200,000)
Proceeds from exercise of options                             45,000           --
Purchase of treasury stock                                      --          (20,000)
                                                         -----------    -----------
            Net cash provided by financing activities        776,000        953,000
                                                         -----------    -----------

            Net increase in cash                                --           55,000

Cash at beginning of period                                   16,000           --
                                                         -----------    -----------

Cash at end of period                                    $    16,000    $    55,000
                                                         ===========    ===========

Supplemental disclosures:
Interest paid                                              $166 ,000     $ 236 ,000
                                                         ===========    ===========
Income tax paid                                            $ 44 ,000     $ 117 ,000
                                                         ===========    ===========







NOTES TO FINANCIAL STATEMENTS
January 31, 2002


Basis of Presentation

The financial statements of The Millbrook Press Inc. ("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,
2002 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 10-KSB for the fiscal year ended July 31,
2001.

Stock Option Plan

The Company has  reserved  675,000  shares of common  stock,  $.01 par value per
share ("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  Standards No. 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.  Diluted EPS reflects
the  potential  dilution  that could occur from Common  Stock  issuable  through
stock-based compensation plans including stock options, restricted stock awards,
warrants and other convertible securities.

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 consummation 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 to finance this transaction.







On January 23, 2001 the Company  purchased an additional 10,000 shares of Common
Stock in the open  market for a  purchase  price of $20,000 or $1.978 per share.
The Company used working  capital to finance this  transaction.  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.

Notes Payable to Bank

As of January 31, 2002, the Company had available a $7,500,000 revolving line of
credit with People's Bank and the Company had $5,660,000  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,
2002, the eligible inventory and accounts receivable was $7,143,000. The Company
is not in  compliance  with all  covenants of the loan  agreement  with People's
Bank,  as amended  October 23,  2001.  The  Company  has  obtained a waiver from
People's Bank for the covenants that are not in compliance. On January 31, 2000,
the Company  borrowed  $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%. As of January 31, 2002, this loan has been
paid off. The remaining balance, $364,000, was paid in full, using the Company's
revolving line of credit, on October 23, 2001.

Income Taxes

Federal and state income  taxes have been  provided for the three and six months
ended  January 31, 2002 and 2001,  as the  Company  has fully  utilized  its net
operating loss  carryforwards.  The Company has established a deferred tax asset
and  liability  to  recognize  the timing  difference  between  book and taxable
income.

Subsequent Event

The Company called 875,000 warrants with a redemption date of March 1, 2002 at a
redemption  price of $.01 per warrant.  The  exercise  price of the warrants was
$3.00 per share and no warrants were exercised prior to the redemption date. The
Company will therefore  report an $8,750 equity  adjustment in the quarter ended
April 30, 2002.


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 1,500 hardcover
and 700 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.

            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
significantly  impact 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, 2002 were $4,329,000 compared
to $5,383,000 for the same period last year, a decrease of $1,054,000. Net sales
for  the  six  months  ended  January  31,  2002  were  $9,730,000  compared  to
$10,668,000 for the same period last year, a decrease of $938,000. Significantly
decreased  sales in the school  market  ($1,132,000)  offset by slightly  higher
sales in the consumer market ($194,000) accounted for the unfavorable results in
the three and six month periods.

Gross profit  margin for the second  quarter  ended January 31, 2002 amounted to
$1,943,000,  or 44.9% of net sales  compared to $2,545,000 or 47.3% of net sales
for the same period last year. For the six months ended January 31, 2002,  gross
profit  margin was  $4,218,000  or 43.3% of net sales  compared to $5,036,000 or
47.2% of net  sales  for the same  period  last  year.  Lower  sales in the more
profitable  school and  library  market  and fixed  plant  amortization  changes
account for the unfavorable variance in the three and six month periods.

Selling and marketing expenses increased by $16,000 to $1,724,000 for the second
quarter  ended  January 31, 2002  compared to  $1,708,000  for the quarter ended
January 31,  2001.  For the six months  ended  January  31, 2002 these  expenses
increased by $182,000 to $3,338,000  compared to $3,156,000  for the same period
in 2001.  The  increased  expenses  in the six month  period  are due  mainly to
additional investment in the Roaring Brook and Copper Beech publishing programs.

General and  administrative  expenses  decreased by $110,000 to $408,000 for the
quarter  ended  January 31, 2002  compared  to  $518,000  for the quarter  ended
January 31,  2001.  For the six months  ended  January  31, 2002 these  expenses
decreased  by $208,000 to $786,000  compared to $994,000  for the same period in
2001.  This decrease is mainly due to reduction in expenses as the Company seeks
to reduce overheads.

Operating  loss for the quarter ended January 31, 2002 was $189,000  compared to
operating  income of $319,000  for the same  period in 2001.  For the six months
ended January 31, 2002,  the operating  income was $94,000  compared to $886,000
for the same period in 2001.

Interest  expense for the quarter ended January 31, 2002 was $80,000 compared to
$121,000  for the same period last year.  For the six months  ended  January 31,
2002,  interest expense was $159,000 compared to $237,000 for the same period in
2001.  Although the outstanding loan balance on the Company's  revolving line of
credit has increased  the interest  rates on such  outstanding  loan balance are
lower.

Net loss after tax for the quarter ended January 31, 2002 was $257,000  compared
to net income of  $107,000  for the same  period  last year.  For the six months
ended January 31, 2002 net loss was $108,000  compared to net income of $437,000
for the same period in 2001.

The events of September 11, 2001  severely  impacted the Company's New York City
telemarketing  operation,  which is responsible for a substantial portion of the
Company's  school and public library sales. The Company expects partial recovery
in the third  quarter of fiscal 2002.  In addition,  for the remainder of fiscal
year 2002, the Company faces a continued  difficult  economic  climate which has
affected  school and library  budgets.  Particularly  affected  was state aid to
local  authorities  and governments as many state budgets turned from surplus to
deficits  due to  decreased  tax  revenues.  In  addition,  since the  events of








September  11,  2001 many  state  and local  governments  have  increased  their
expenditures on security related  matters.  As a result,  local  authorities and
governments  will have less funds  available  for  educational  purposes and the
Company  anticipates that they will reduce purchases of school and library books
compared to previous years.

The Company is continuing  its program of expanding and  strengthening  its core
businesses.  Of particular note is the launching of Roaring Brook Press, its new
quality juvenile picture book and fiction  publishing  program.  Roaring Brook's
first list of 20 titles will be released in the spring of 2002.


Balance Sheet
-------------

Inventory of finished  goods totaled  $7,603,000  and  $7,243,000 at January 31,
2002 and 2001 respectively.  The level of inventory has increased $360,000 or 5%
from prior year even though net sales have decreased $938,000 or 9% for the same
period year over year. The reserve for slow moving  inventory  totaled  $722,000
and $512,000 at January 31, 2002 and 2001 respectively, an increase of $210,000.
Lower than expected sales have caused  inventory  levels to rise and the Company
is  reducing  future  purchases  and  establishing  programs  to  sell  existing
inventory.  This along with the increased  inventory  reserve  fairly states the
inventory  balance.  Accounts  receivable  totaled  $5,693,000 and $6,058,000 at
January 31, 2002 and 2001  respectively,  a decline of  $365,000.  A majority of
this decline is due to lower than expected sales for the same period,  year over
year.

The Company is required to implement Statement of Financial Accounting Standards
("SFAS") No. 142, "Goodwill and Other Intangible Assets" at the beginning of its
next fiscal year.  The management of the Company is aware that goodwill may have
to be  revalued  downward  under SFAS No. 142,  specifically  with regard to the
market value  recoverability  test.  The testing  under SFAS No. 142 has not yet
been  performed and therefore a write down of goodwill,  if any, is not known at
this date.  The market  capitalization  of the  Company at January  31,  2002 is
significantly   less  than  book  value  and  management  will  take  this  into
consideration when implementing SFAS No. 142.


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

As of January 31,  2002,  the Company had up to a $7,500,000  revolving  line of
credit with People's Bank. 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, 2002,  the eligible  inventory  and  accounts  receivable  was
$7,143,000.  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 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, 2002,  the Company is not in  compliance  with all  covenants of the
loan agreement with People's Bank, as amended  October 23, 2001. The Company has
obtained  a  waiver  from  People's  Bank  for  the  covenants  that  are not in
compliance. This loan agreement is scheduled to expire December 31, 2004.

As of January 31, 2002, the Company had $5,660,000  outstanding  under this line
compared  to  $4,856,000  as  of  January  31,  2001.  This  debt  increased  to
accommodate  working  capital  requirements  and complete  the stock  repurchase
transaction.







As of January 31, 2002, the Company had cash and working  capital of $16,000 and
$4,116,000,  respectively, as opposed to cash and working capital of $55,000 and
$5,638,000,  respectively,  as of January  31,  2001.  The  decrease  in working
capital is largely  due to the  implementation  of the new  fiction  program and
decreased  sales  in the  school  and  library  markets.  Due to this  increased
investment  and  decreased  sales  in the more  profitable  school  and  library
markets, cash flow is and will continue to be a focus of management. The Company
is taking  steps to reduce its  overhead and  investment  spending.  The Company
anticipates  that the impact of these  measures  will be reflected in the second
half of fiscal year 2002 and the first half of fiscal year 2003.

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, 2003.
This forecast is based on achieving  certain  sales volume and specific  expense
reductions.  This date may be moved forward if those  forecasts are not achieved
and 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,
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 at this time.


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,   further
expenditures  by local  authorities and governments on school and library books,
current year revenue and net income,  future  revenues  from the  Company's  new
fiction  imprint,  improvements in the Company's  Copper Beech and  Twenty-First
Century  imprints,  the ability of the Company to fully  exploit a book's  sales
potential in the school and library and  consumer  markets and the impact of the
Company's  steps to reduce  its  overhead  and cash  commitments.  Although  the
Company believes that the assumptions underlying the forward-looking  statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
included  in this  Form  10-QSB  will  prove  to be  accurate.  In  light of the
significant  uncertainties  inherent in the forward-looking  statements included
herein,  the  inclusion  of  such  information  should  not  be  regarded  as  a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.







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


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

On November  29,  2001,  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, 2002. The vote on such matters was as follows:

            1.  ELECTION OF DIRECTORS:
                                                 For             Withheld
                                                 ---             --------
                   Howard Graham               1,981,135         - 0 -
                   Frank J. Farrell            1,981,135         - 0 -
                   Bruno A. Quinson            1,981,135         - 0 -
                   Joseph Kanon                1,981,135         - 0 -
                   Hannah Stone                1,981,135         - 0 -

            2.  RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP:

                            For                 Against          Abstain
                            ---                 -------          -------
                         1,981,135               - 0 -            - 0 -


Item 6.  Exhibits and Reports on 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, 2002                             By:  /s/ David Allen
                                                -----------------------------
                                                David Allen
                                                Executive Vice President,
                                                Chief Operating Officer,
                                                Chief Financial Officer`