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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 FORM 10-Q/A
                              (AMENDMENT NO. 1)

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended: June 30, 2001
                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

        For the transition period from: ______________ to _______________

                         Commission file number: 0-24464

                                THE CRONOS GROUP
             (Exact name of Registrant as specified in its charter)

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<S>                                                                  <C>
                 LUXEMBOURG                                                    NOT APPLICABLE
(State or other Jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)
</TABLE>

             16, ALLEE MARCONI, BOITE POSTALE 260, L-2120 LUXEMBOURG
               (Address of principal executive offices)(zip code)

              Registrant's telephone number, including area codes:
                                  (352) 453145

                            -------------------------

        INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 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 [ ]


        THE NUMBER OF COMMON SHARES OUTSTANDING AS OF AUGUST 13, 2001:

            CLASS                    NUMBER OF SHARES OUTSTANDING
            -----                    ----------------------------
           Common                              7,364,580

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                                THE CRONOS GROUP

                         PART II -- OTHER INFORMATION


ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Group's 2001 annual meeting of shareholders was held on Friday, June 1,
2001, in Luxembourg. The record date of the meeting was fixed by the Board of
Directors of the Group at April 4, 2001. As of the record date, the Group had
outstanding 9,158,378 common shares. (As reported by the Group in its Current
Report on Form 8-K, dated May 8, 2001, and under Item 1, "Legal Proceedings," of
Part II of this Report, the number of outstanding common shares of the Group was
reduced, effective May 8, 2001, to 7,364,580 common shares.)

The holders of 5,913,640 common shares of the Group were represented at the 2001
annual meeting of the shareholders in person or by proxy, thus constituting a
quorum of the shareholders for the meeting. The following sets forth the results
of the shareholder voting on the matters submitted to the shareholders at the
annual meeting.

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<CAPTION>

              ELECTION ITEM                            VOTE                             COUNT

<S>                                          <C>                                          <C>
1.   Elect Two Directors.
     The Nominees Were:


     Dennis J. Tietz                         For                                        5,872,988

                                             Authority Withheld                            40,652

     Peter J. Younger                        For                                        5,872,988

                                             Authority Withheld                            40,652

2.   Approve Amendment to the 1999           For                                        5,826,148
     Stock Option Plan.

                                             Against                                       72,942


                                             Abstain                                       14,550


                                             Broker Nonvotes                                    0


3.   Approve the Appointment of Deloitte     For                                        5,898,450
& Touche S.A. as the Independent
Auditors for the Year Ending
December 31, 2001 and Authorize the          Against                                       15,040
Board to Fix the Auditors' Remuneration.

                                             Abstain                                          150


                                             Broker Nonvotes                                    0


4.   Approve the Company's Consolidated      For                                        5,876,550
and Unconsolidated Financial Statements
for the Year Ended December 31, 2000,
and the Reports of the Company's             Against                                       15,540
Independent Auditors and of the Board of
Directors thereon, each dated February
16, 2001.                                    Abstain                                       21,550


                                             Broker Nonvotes                                    0
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<TABLE>
<CAPTION>

              ELECTION ITEM                            VOTE                             COUNT
<S>                                          <C>                                          <C>

5.   Discharge the Following Members of      For                                        5,851,338
the Board of Directors Pursuant to
Article 74 of the Company law (10 August
1915) from the Execution of Their            Against                                       16,040
Mandate For the Year Ended December 31,
2000: Dennis J. Tietz, Peter J. Younger,
Maurice Taylor, Charles Tharp, S.            Abstain                                       46,262
Nicholas Walker and Robert M. Melzer.

                                             Broker Nonvotes                                    0

6.   Approve   the   Allocation   of  the    For                                        5,876,550
Profit/Loss  Reported  by the Company for
the Year Ended December 31, 2000.
                                             Against                                       15,040


                                             Abstain                                       22,050


                                             Broker Nonvotes                                    0
</TABLE>

The election of the two nominees for director required the approval, in person
or by proxy, of the holders of a majority of the issued and outstanding common
shares of the Group; the balance of the proposals submitted to the shareholders
required the approval, in person or by proxy, of the holders of a majority of
the outstanding common shares of the Group present in person or by proxy at the
meeting. The two nominees for director, Messrs. Tietz and Younger, each received
the approval of the holders of more than 50% of the issued and outstanding
common shares of the Group, and the balance of the proposals submitted to the
shareholders received the approval of the holders of a majority of the common
shares of the Group present in person or by proxy at the meeting.



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                                THE CRONOS GROUP

                                   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 CRONOS GROUP

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<CAPTION>
SIGNATURE                           TITLE                                           DATE
---------                           -----                                           ----
<S>                                 <C>                                             <C>
By /s/ DENNIS J. TIETZ              Chief Executive Officer                  August 14, 2001
      Dennis J. Tietz               and Chairman of the Board of Directors

</TABLE>


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