SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q


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

                       For the Quarter Ended July 31, 1999
                           Commission File No. 1-11254

                           VERMONT PURE HOLDINGS, LTD.

             (Exact name of registrant as specified in its charter)

                               Delaware 06-1325376
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                           Identification No.)

                   Route 66; PO Box C; Randolph,         VT 05060
               (Address of principal executive offices) (Zip Code)

                                  (802)728-3600
              (Registrant's telephone number, including area code)

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                                                             Outstanding at
                  Class                                      September 9, 1999

Common Stock, $.001 Par Value                                10,289,758

<PAGE>
                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                                      INDEX
                                                                    Page Number
Part I - Financial Information

     Item 1.           Financial Statements

                       Consolidated Balance Sheet as of
                       July 31, 1999 (unaudited) and
                       October 31, 1998                               3

                       Consolidated  Statement of Operations
                       (unaudited) for the Nine Months and Three
                       Months ended July 31, 1999 and
                       July 25, 1998                                  4

                       Consolidated Statement of Cash Flows
                       (unaudited) for the Nine Months ended
                       July 31, 1999 and July 25, 1998                5

                       Notes to Consolidated Financial Statements
                       (unaudited)                                    6

     Item 2.           Management's Discussion and Analysis of
                       Financial Condition and Results of
                       Operation                                      7 - 9

     Item 3.           Quantitative and Qualitative Disclosure about
                       Market Risk                                    9

Part II - Other Information                                          10 - 12

     Item 1.           Legal Proceedings

     Item 2.           Changes in Securities

     Item 3.           Defaults upon Senior Securities

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

     Item 5.           Other Information

     Item 6.           Exhibits and Reports on Form 8-K

Signature                                                            13



Exhibit Index                                                        10 - 12

<PAGE>
                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                           July 31                               October 31,
                                                                            1999                                    1998
                                                                   -------------------------               -------------------------
                                                                                              (unaudited)
                                     ASSETS

<S>                                                               <C>                                      <C>
CURRENT ASSETS:
     Cash                                                          $              1,508,725                $                161,271
     Accounts receivable                                                          4,744,098                               3,069,699
     Inventory                                                                    1,671,854                               1,843,927
     Current portion of deferred tax asset                                          330,000                                 330,000
     Other current assets                                                           519,547                                 222,970
                                                                   -------------------------               -------------------------
     TOTAL CURRENT ASSETS                                                         8,774,224                               5,627,867
                                                                   -------------------------               -------------------------
PROPERTY AND EQUIPMENT - net of accumulated depreciation                         11,678,227                               9,174,063
                                                                   -------------------------               -------------------------
OTHER ASSETS:
     Intangible assets - net of accumulated amortization                          9,426,820                               9,595,915
     Deferred tax asset                                                           1,661,000                               1,661,000
     Other assets                                                                   139,498                                 114,658
                                                                   -------------------------               -------------------------
     TOTAL OTHER ASSETS                                                          11,227,318                              11,371,573
                                                                   -------------------------               -------------------------
TOTAL ASSETS                                                       $             31,679,769                $             26,173,503
                                                                   =========================               =========================
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                              $              2,368,738                $              3,007,630
     Current portion of customer deposits                                            74,896                                  58,360
     Accrued expenses                                                             1,430,898                               1,104,871
     Current portion of long term debt                                              309,705                                 601,570
     Current portion of obligations under capital lease                             149,138                                 119,995
                                                                   -------------------------               -------------------------
     TOTAL CURRENT LIABILITIES                                                    4,333,375                               4,892,426

     Long term debt                                                               1,761,283                               1,428,807
     Long term obligations under capital lease                                      288,973                                 210,203
     Line of credit                                                              12,544,793                               8,783,793
     Long term portion of customer deposits                                       1,175,107                                 893,145
                                                                   -------------------------               -------------------------
     TOTAL LIABILITIES                                                           20,103,531                              16,208,374
                                                                   -------------------------               -------------------------
STOCKHOLDERS' EQUITY:
     Common stock - $.001 par value, 50,000,000                                      10,280                                  10,288
     authorized shares, 10,279,758 issued
     shares at July 31, 1999 and 10,287,187
     issued shares at October 31, 1998.
     Paid in capital                                                             23,167,368                              23,080,049
     Accumulated deficit                                                        (11,432,660)                            (12,956,458)
     Treasury stock, at cost, 50,000 shares                                        (168,750)                               (168,750)
                                                                   -------------------------               -------------------------
     TOTAL STOCKHOLDERS' EQUITY                                                  11,576,238                               9,965,129
                                                                   -------------------------               -------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $             31,679,769                $             26,173,503
                                                                   =========================               =========================
</TABLE>

                 See Notes to Consolidated Financial Statements
                                       3
<PAGE>
<TABLE>
<CAPTION>
                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                Nine Months Ended                   Three Months Ended
                                                      -----------------------------------  -----------------------------------
                                                           July 31,           July 25,         July 31,          July 25,
                                                             1999              1998              1999              1998
                                                      ----------------   ----------------  ----------------   ----------------
                                                                   (unaudited)                        (unaudited)
<S>                                                   <C>               <C>                <C>                <C>
SALES                                                 $    23,112,438    $    19,717,417   $     9,432,119    $     9,155,404

COST OF GOODS SOLD                                          8,666,220          7,907,932         3,682,347          3,447,622
                                                      ----------------   ----------------  ----------------   ----------------
GROSS PROFIT                                               14,446,218         11,809,485         5,749,772          5,707,782
                                                      ----------------   --------------    ----------------   ----------------
OPERATING EXPENSES:
  Selling, general and administrative expense               9,364,321          7,155,741         3,511,264          2,784,268
  Advertising expenses                                      2,366,258          2,887,685           818,407          1,407,505
  Amortization                                                450,199            436,948           146,773            174,267
                                                      ----------------   ----------------  ----------------   ----------------
TOTAL OPERATING EXPENSES                                   12,180,778         10,480,374         4,476,444          4,366,040
                                                      ----------------   ----------------  ----------------   ----------------
PROFIT (LOSS) FROM OPERATIONS                               2,265,440          1,329,111         1,273,328          1,341,742
                                                      ----------------   ----------------  ----------------   ----------------
OTHER INCOME (EXPENSE):
  Interest - net                                             (753,752)          (574,526)         (272,436)          (228,746)
  Miscellaneous                                                12,110             17,045            12,110             15,521
                                                      ----------------   ----------------  ----------------   ----------------
TOTAL OTHER INCOME (EXPENSE)                                 (741,642)          (557,481)         (260,326)          (213,225)
                                                      ----------------   ----------------  ----------------   ----------------
NET INCOME (LOSS)                                     $     1,523,798    $       771,630   $     1,013,002    $     1,128,517
                                                      ================   ================  ================   ================
NET INCOME  (LOSS) PER SHARE - BASIC                  $          0.15    $          0.08   $          0.10    $          0.11
NET INCOME  (LOSS) PER SHARE - DILUTED                $          0.14    $          0.07   $          0.09    $          0.10
                                                      ================   ================  ================   ================
Weighted Average Shares Used in Computation - Basic        10,255,917          10,240,294       10,259,758         10,284,633
Weighted Average Shares Used in Computation - Diluted      10,816,068          11,021,476       10,758,862         11,044,279
                                                      ================   ================  ================   ================



                 See Notes to Consolidated Financial Statements
                                       4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                 Nine months ended
                                                                                ----------------------------------------------------
                                                                                       July 31,                    July 25,
                                                                                         1999                        1998
                                                                                ------------------------    ------------------------
                                                                                                    (unaudited)
<S>                                                                             <C>                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net profit/(loss)                                                          $             1,523,798     $               771,630
     Adjustments to reconcile net income(loss) to net cash provided
         by operating activities:
       Depreciation                                                                           1,021,115                     747,292
       Amortization                                                                             450,199                     436,948
       (Gain) loss on disposal of property and equipment                                                                      7,100

     Changes in assets and liabilities (net of effect of acquisitions):
       (Increase) Decrease in accounts receivable                                            (1,469,336)                 (1,729,996)
       (Increase) Decrease in inventory                                                         319,330                    (718,518)
       (Increase) Decrease in other current assets                                             (296,577)                    190,191
       (Increase) Decrease in other  assets                                                     144,255                     262,414
       (Decrease) Increase in accounts payable                                                 (638,892)                  1,943,987
       (Decrease) Increase in customer deposits                                                 298,498                     245,328
       (Decrease) Increase in accrued expenses                                                  326,027                     148,552
                                                                                ------------------------    ------------------------
CASH PROVIDED BY OPERATING ACTIVITIES                                                         1,678,416                   2,304,928
                                                                                ------------------------    ------------------------
CASH FLOWS FROM INVESTING ACTIVITIES (net of effect of acquisitions):
     Purchase of property, plant and equipment                                               (1,839,615)                 (1,792,544)
     Cash used for acquistions                                                                 (339,665)                 (3,927,899)
                                                                                ------------------------    ------------------------
CASH USED IN INVESTING ACTIVITIES                                                            (2,179,280)                 (5,720,443)
                                                                                ------------------------    ------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds (paydown) of line of credit                                                     1,966,642                     879,855
     Proceeds from debt                                                                         479,895                  10,419,756
     Principal payment of debt                                                                 (635,939)                 (7,606,826)
     Sale of common stock                                                                        37,720                      10,950
                                                                                ------------------------    ------------------------
CASH PROVIDED BY FINANCING ACTIVITIES                                                         1,848,318                   3,703,735
                                                                                ------------------------    ------------------------
NET INCREASE (DECREASE) IN CASH                                                               1,347,454                     288,220

CASH - Beginning of period                                                                      161,271                      93,808
                                                                                ------------------------    ------------------------
CASH  - End of period                                                           $             1,508,725     $               382,028
                                                                                ========================    ========================

Cash paid for interest                                                          $               753,752     $               574,526
                                                                                ========================    ========================
NON-CASH FINANCING AND INVESTING ACTIVITIES:
     Equipment acquired under capital leases                                    $               131,913     $                87,115
                                                                                ========================    ========================

</TABLE>
                 See Notes to Consolidated Financial Statements
                                       5
<PAGE>
                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

         1.       BASIS OF PRESENTATION

         The accompanying  unaudited consolidated financial statements have been
         prepared in accordance with Form 10-Q  instructions  and in the opinion
         of  management  contain  all  adjustments  (consisting  of only  normal
         recurring accruals) necessary to present fairly the financial position,
         results of operations,  and cash flows for the periods  presented.  The
         results  have  been  determined  on the  basis  of  generally  accepted
         accounting  principles and practices applied consistently with the Form
         10-KSB for the year ended October 31, 1998.

         Certain  information  and  footnote  disclosures  normally  included in
         financial  statements  presented in accordance with generally  accepted
         accounting  principles have been condensed or omitted. The accompanying
         consolidated  financial  statements  should be read in conjunction with
         the financial  statements and notes thereto  incorporated  by reference
         from the  Company's  Form  10-KSB and Annual  Report for the year ended
         October 31, 1998.


2.       SIGNIFICANT ACCOUNTING POLICIES

         In February  1997,  the  Financial  Accounting  Standards  Board issued
         Statement on Financial  Accounting  Standards  No. 128,  "Earnings  Per
         Share" (FAS No. 128) which became effective for both interim and annual
         financial  statements  for periods  ending after December 15, 1997. FAS
         No. 128  requires a  presentation  of  "Basic"  and (where  applicable)
         "Diluted"  earnings per share.  Generally  Basic earnings per share are
         computed on only the weighted  average number of common shares actually
         outstanding  during the period and the  Diluted  computation  considers
         potential   shares  issuable  upon  exercise  or  conversion  of  other
         outstanding instruments where dilution would result.  Furthermore,  FAS
         No. 128 requires the restatement of prior period  reported  earnings to
         conform to the new standard.

3.       LINE OF CREDIT

         As of July 31, 1999 the Company's unused working capital line of credit
was $529,000.  On that date the Company's unused  acquisition line of credit was
$1,926,207.


4.       COMMITMENTS

         The Company has leased new  production  equipment  for the PET and home
and office production  facilities located in Randolph,  Vermont.  The leasing of
this  equipment  amounts  to  $192,080.  It is payable  over seven  years and is
financed by a capital lease with KeyCorp leasing.

         The  Company  entered  into a $650,000  five year  lease  with  Softech
Financial. This lease is funding the upgrading and standardizing of its home and
office software.


5.       MAJOR CUSTOMER

         The  Company  terminated  its  distribution  agreement  with  Coca-Cola
Enterprises  effective  April 11, 1999.  The Company has entered into  contracts
with independent Snapple distributors to market Vermont Pure Spring Water in the
territory previously serviced by Coca Cola Enterprises.

                                       6
<PAGE>

PART I - Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with the
financial statements and notes thereto as filed in the Company's Form 10-KSB for
the year ended October 31, 1998.

                           Forward-Looking Statements

When  used in the Form  10-Q  and in  future  filings  by the  Company  with the
Securities  and Exchange  Commission,  the words or phrases "will likely result"
and "the Company  expects,"  "will  continue,"  "is  anticipated,"  "estimated,"
"project,"  or  "outlook"  or similar  expressions  are  intended  to identify "
forward-looking  statements"  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995.  The  Company  wishes to caution  readers not to
place  undue  reliance  on any such  forward-looking  statements,  each of which
speaks only as of the date made.  Such  statements  are subject to certain risks
and  uncertainties  that could cause actual  results to differ  materially  from
historical  earnings and those presently  anticipated or projected.  Among these
risks  are  water  supply  and  bottling  capacity  constraints  in the  face of
significant  growth,  dependence  on  outside  distributors,   and  reliance  on
commodity price fluctuations as they influence raw material pricing. The Company
has no obligation to publicly  release the result of any revisions  which may be
made to any  forward-looking  statements to reflect anticipated or unanticipated
events or circumstances occurring after the date of such statements.

                              Results of Operations

Sales - Sales for the first nine months of fiscal year 1999 were $23,112,438, an
increase  of  $3,395,021  or  17%  over  the  sales  of   $19,717,417   for  the
corresponding  period last year. Sales for the third quarter of fiscal year 1999
were $9,432,119,  an increase of $276,715 or 3% over sales of $9,155,404 for the
corresponding period last year. Excluding sales attributable to the acquisitions
in the nine and three months ending July 31, 1999, sales increased approximately
14% and 2%, respectively, over the corresponding periods last year.

Sales for retail-size  products increased $449,851 or 4%, for the nine months of
fiscal  year  1999  compared  to the  corresponding  period  a year  ago.  Sales
decreased  $645,202 or 11%, for the third quarter of fiscal 1999 compared to the
corresponding  period a year ago.  The  decrease  was a result  of a decline  in
average  selling  prices,  which is indicative of the  competitive  marketplace.
Average  selling  prices for the nine and three months ending July 31, 1999 were
down 13% and 20%,  respectively for the corresponding  periods from the previous
year.  This  decline  was  partially  offset by a decrease  in  advertising  and
promotional expenses.

Sales of products in the home and office delivery category increased  $2,945,170
or 37 %,  for the  first  nine  months  of  fiscal  year  1999  compared  to the
corresponding  period  of the  prior  year.  Sales  for the  category  increased
$921,917  or 28%,  for the third  quarter of fiscal  year 1999  compared  to the
corresponding period of the prior year. Exclusive of acquisitions, sales of home
and office related products increased  approximately 12% and 13% for nine months
and third quarter of fiscal 1999, respectively.

Cost of Goods Sold - For the first  nine  months of fiscal  1999,  Cost of Goods
Sold was  $8,666,220  compared to $7,907,932  for the same period in fiscal year
1998 resulting in gross profits of $14,446,218 or 63% of sales,  and $11,809,485
or 60% of sales,  for the respective  periods.  For the third  quarter,  Cost of
Goods Sold was  $3,682,347  compared to $3,447,622 for the same period in fiscal
1998 resulting in gross profits of $5,749,772 or 61% of sales, and $5,707,782 or
62% of sales, for the respective  periods.  The increase in gross profit for the
respective  nine and three month  periods was due to an increase in sales volume
which resulted in a lower cost per unit. The slight decrease in the gross profit
percentage  of sales in the third  quarter  was due to a lower  average  selling
price of retail  sized  products.  The  Company's  sales  continued to be skewed
toward  higher  margin home and office  sales.  Raw material  pricing  increased
slightly  throughout  the first three quarters of 1999. The Company's PET bottle
prices are  dependent on the market costs of resin,  and the  stability of these
costs cannot be guaranteed.  Significant price  fluctuations in the future could
result in  corresponding  positive or negative effects on cost of goods sold and
gross profit.
                                       7
<PAGE>

Operating  Expenses - For the first nine months of fiscal year 1999  compared to
the  corresponding  period in fiscal year 1998,  total  operating  expenses were
$12,180,778  and  $10,480,374,  an increase of  $1,700,404 or 16%. For the third
quarter,  operating  expenses were  $4,476,444 in 1999 compared to $4,366,040 in
1998, this was an increase of 3%. Selling,  general and administrative  expenses
increased  by  $2,208,580  or 31%,  for the first nine months of fiscal 1999 and
$726,996  or 26% for the third  quarter of fiscal  1999.  The  increase in these
costs was  primarily  due to the  addition  of the  operating  costs of acquired
businesses as well as to support internal sales growth. The Company  anticipates
that it will continue to pursue  acquisitions  in the future and that a key part
of this growth  strategy will be maximizing  the operating  efficiencies  of the
acquired  companies.  However,  no assurance  can be given that this effort will
yield savings and profit. Advertising and promotional expense decreased $521,427
and $589,098 during the nine and three month periods during 1999,  respectively,
over the corresponding  periods last year. These decreases are related primarily
to  the  Company  using  different   distribution  channels  that  require  less
promotional  support.  Advertising  expense was relatively  unchanged  period to
period.  The sales  growth  rate  exceeded  the rate of  growth  in  promotional
expenses.  However,  given the competitive  nature of the industry,  the Company
anticipates that it may continue to spend significant  amounts in the future for
advertising  and  promotion  as it continues to develop  brand  recognition  and
increase  market  penetration  but can  give no  assurances  that  increases  in
spending will result in higher sales.


Profit From  Operations  - Profit from  operations  for the first nine months of
fiscal  1999  was   $2,265,440  as  compared  to  gain  of  $1,329,111  for  the
corresponding  period  last  year,  an  improvement  of  $936,329.  Profit  from
operations  for the third  quarter of fiscal 1999 was  $1,273,328 as compared to
$1,341,742 for the  corresponding  period last year, a decrease of $68,414.  The
decrease is  attributable  to the decline in average selling price combined with
an  increase in raw  material  costs.  The  Company  plans to continue to create
greater consumer awareness and to find alternate  distribution  channels for its
retail  product  and  expand  its less  seasonal  home and  office  distribution
business.  In  addition it plans to  increase  volume to further  lower per unit
costs. No assurance can be given that this plan will be successful.

Other  Income/Expense  - Net  interest  expense  increased  $179,226  or 31% and
$43,690 or 19% for the first nine months and third  quarter of fiscal year 1999,
respectively,  compared to the  corresponding  periods in fiscal year 1998.  The
increase  in  interest  expense  was a result  of  increased  borrowing  to fund
operations and finance acquisitions through a bank line of credit.

Net Income/Loss- The Company's net profit for the first nine months of fiscal
year 1999 was $1,523,798 compared to a net profit of  $771,630 for the
corresponding period last year, an improvement of $752,168 or 97%. The net
profit for the third quarter of fiscal 1999 was $1,013,002 compared to a
net profit of $1,128,517 for the same quarter in 1998, a decrease of $115,515 or
10%. This is partly  attributable  to the  average  price  decline  for retail
sized products.

                         Liquidity and Capital Resources

Cash flow provided by operations was  $1,678,416  compared to $2,304,928 for the
same period last year. The Company's primary  requirements for cash continues to
be for  the  marketing  and  promotional  activities  needed  to  effect  market
penetration  and  expand  sales,  acquisition  of  operating  assets  needed  to
accommodate the growth of the business,  and debt repayment.  These requirements
may result in future net cash outflows on a seasonal basis.

As of July 31, 1999, the Company had working  capital of $4,440,849  compared to
$735,441 on October 31,  1998.  The  increase in working  capital of  $3,705,408
reflects,  primarily,  increased  accounts  receivable  and cash  generated from
operations  and  borrowing.  Scheduled  debt  repayments  from the  financing of
acquisitions and resulting  integration costs and capital expansion  continue to
be a  significant  use of cash for the  Company.  As of  September  7,  1999 the
Company had borrowed  $2,040,000 from the working capital portion of its line of
credit with First Union Bank  compared to $844,000 of the line at the  beginning
of the fiscal year. The maximum  amount  available to borrow under this facility
is  $3,000,000.  All of the First Union  borrowings  are under one  facility and
divided into separate working capital and acquisition segments. The Company pays
a fixed interest rate of 8.29% on most of the outstanding loan balance and LIBOR
plus 2.5% on the rest. The facility is secured by all the inventory, receivables
and  intangible  assets of the Company and  expires  April 2003.  The Company is
currently exploring increasing its credit facilities.

                                       8
<PAGE>
Although  the Company has  increased  its cash  balance  over the last year,  it
anticipates  that its working  capital  position will improve  further in future
periods  and  will be  adequate  to fund  operations  when  supplemented  by its
operating line of credit. Future growth and acquisitions may require significant
capital additions.  The Company  anticipates that it will be able to use its own
resources and obtain  financing for this expansion  although no assurance can be
given that this financing will be available. The Company is continuing to pursue
an  active  program  of  evaluating   acquisition   options.   To  complete  any
acquisitions, the Company anticipates using its capital resources, stock and its
existing bank line of credit.

Year 2000 Readiness Disclosure
         Computers,  software and other equipment utilizing microprocessors that
use  only two  digits  to  identify  a year in a date  field  may be  unable  to
accurately  process  certain  date-based  information at or after the Year 2000.
This is commonly referred to as the "Year 2000" or "Y2K" problem.

         State of Readiness. The Company has assessed its state of readiness for
dealing  with  the  Year  2000  problem.  It has  investigated  its  information
technology  ("IT") systems and  non-information  technology  ("NIT") systems for
readiness and some  remediation was necessary.  With respect to IT systems,  the
Company is currently completing certain internal hardware and software upgrades.
These upgrades will be completed and tested by December 1, 1999. With respect to
NIT  systems,  among  other  things,  the Company has  examined  its  production
equipment  for Year 2000  readiness  and believes  that they are  compliant.  In
addition,  the  Company  continues  to  request  information  on the  Year  2000
readiness and contingency plans of its customers,  suppliers,  bankers and other
third parties. Along with the readiness and contingency plans of the above named
group the Company is also seeking written certifications from such third parties
as  to  their  Year  2000  compliance.   The  Company  has  received  compliance
confirmation  from the  majority  of its  critical  vendors and  customers.  The
Company is seeking  alternate  vendors to act as a backup for those vendors that
have not responded to our compliance requests. Even though the Company continues
to request  certifications,  there can be no assurance that such  certifications
will be  obtained.  Moreover,  even if such  certifications  are  obtained,  the
Company will not be able to independently verify that such third parties are, in
fact, Year 2000 compliant.

         Costs.  The  Company  will  not  incur  any  material  expenditures  in
connection with identifying or evaluating Year 2000 compliance  issues. A number
of computer hardware and software upgrades would have been necessary even in the
absence the Year 2000  situation,  in order to achieve  maximum cost savings and
other efficiencies from recent acquisitions.

         Risks.  The Company  does not expect the Year 2000  problem to create a
material  disruption  in the  Company's  business  or have a material  financial
impact on its  operations.  In general,  the Company does not rely on electronic
technology to produce or distribute its product.

         To the  extent  that  unanticipated  Year  2000  problems  arise at the
Company or any of its significant customers,  suppliers,  bankers or other third
parties,  the Company's  business,  financial position and results of operations
could be materially  adversely affected.  The Company believes that the greatest
potential risk is the failure of third party  customers and suppliers to achieve
an appropriate level of Year 2000 readiness.  Although the company believes such
third parties have the resources  and expertise to avoid  significant  Year 2000
problems,  it would be  difficult  for the Company to  insulate  itself from any
disruptions  in the  operations  of key third  parties which may result from the
Year 2000 issue. Among other things, the Company's principal  distributors could
be unable to deliver products in a timely manner, and the Company may experience
a disruption in its ability to get products to market. In addition,  the Company
could  suffer  from  shortages  of bottle or water  supplies if any of its third
party suppliers experience Year 2000 problems.

         Contingency  Plans. Our contingency  plan is to have alternate  vendors
available to use should our current vendors have disruptive Y2K issues. However,
there can be no assurance that these vendors will be able to substitute us in to
their production on a timely basis.

         The  foregoing  Year 2000 capital  disclosure  constitutes a "Year 2000
readiness  disclosure" under the Year 2000 Information and Readiness  Disclosure
Act.

PART I - Item 3.

Not applicable


                                        9

<PAGE>

PART II - Other Information



Item 1 - Legal Proceedings

         None

Item 2 - Changes in Securities

(a)      None

(b)      None

None

Item 3 - Defaults upon Senior Securities

         None

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

         On June 15, 1999, the Company held its annual  shareholders  meeting at
1:30 p.m. at the Sheraton Conference Center in South Burlington,  Vermont. There
were  three  matters  of  business  requiring   shareholder  vote,  election  of
directors, approval the Vermont Pure Holdings, Ltd. 1999 Employee Stock Purchase
Plan, and to amend the Certificate of  Incorporation  of the Company to increase
the number of authorized  shares of Common Stock of the Company from  20,000,000
to 50,000,000.

         Concerning  the election of  directors,  a total of votes were cast and
the following  directors  were elected to one year terms with the  corresponding
vote tally:


                                         "For"                  "Withheld"
Frank G. McDougall                     8,429,703                     7,850
Timothy G. Fallon                      8,429,703                     7,850
Robert C. Getchell                     8,429,703                     7,850
David R. Preston                       8,429,703                     7,850
Norman E. Rickard                      8,429,703                     7,850
Beat Schlagenhauf                      8,429,703                     7,850
Richard S. Worth                       8,429,703                     7,850
Phillip Davidowitz                     8,429,703                     7,850

         Concerning  the  approval  of the  Vermont  Pure  Holdings,  Ltd.  1999
Employee Stock Purchase Plan,  8,373,558 shares were voted "for",  51,595 shares
"against", and 12,400 abstained.

         Concerning the approval to amend the  Certificate of  Incorporation  of
the Company to increase the number of  authorized  shares of Common Stock of the
Company from  20,000,000 to  50,000,000,  8,274,581  shares were "for",  146,872
"against", and 16,100 abstained.


Item 5 - Other Information
         None

Item 6 - Exhibits and Reports on Form 8-K

                                       10
<PAGE>

<TABLE>
<CAPTION>
 Exhibit                 Description
 Number
<S>                     <C>
3.1                     Amended and Restated Certificate of Incorporation of Registrant dated January 12, 1994.  (Incorporated by
                        reference from Exhibit 3.3 of Form 10-KSB for fiscal year ended October 30, 1993 - File No. 1-11254.)

3.2                     Certificate of Amendment of Restated Certificate of Incorporation of Registrant dated June 15, 1999.

3.3                     By-Laws of Registrant. (Incorporated by reference from Exhibit 3.4 of Registration Statement 33-46382.)

3.4                     Amendment to By-Laws of Registrant Adopted March 26, 1997. (Incorporated by reference from Exhibit 3.3 of
                        Form 10-KSB for fiscal year ended October 25, 1997 - File No. 1-11254.)

10.1                    Employment Agreement between the Registrant and Timothy G. Fallon dated as of November 1, 1996.
                        (Incorporated by reference from Exhibit 10.1 of Form 10-KSB for fiscal year ended October 25, 1997 - File
                        No. 1-11254.)

10.2                    Employment Agreement between the Registrant and Bruce S. MacDonald dated as of November 1, 1997.
                        (Incorporated by reference from Exhibit 10.2 of Form 10-KSB for fiscal year ended October 25, 1997 - File
                        No. 1-11254.)

10.3                    Stock Option Agreement between Registrant and Mr. Fallon.  (Incorporated by reference from Exhibit 10.7 of
                        Form 10-K for fiscal year ended October 28, 1994, File No. 1-11254.)

10.4                    Termination Agreement dated as of December 12, 1997 between the Registrant and Condor Ventures Ltd.
                        (Incorporated by reference from Exhibit 10.5 of Form 10-KSB for fiscal year ended October 25, 1997 - File
                        No. 1-11254.)

10.5                    1993 Performance Equity Plan.  (Incorporated by reference from Exhibit 10.9 of Registration Statement
                        33-72940.)

10.6                    Agreement dated July 30, 1993 between Transportation Display Industries and the Registrant.  (Incorporated
                        by reference from Exhibit 10.8 of Registration Statement 33-72940.)

10.7                    Stock Purchase Agreement between Springs and Carolyn Howard relating to the acquisition of A.M. Fridays,
                        Inc. dated July 16, 1997.  (Incorporated by reference from Exhibit 10.1 of the Report on Form 10-QSB for the
                        Quarter Ended July 26, 1997.)

10.8                    Stock Purchase Agreement between the Registrant and David Eger dated August 27, 1997 relating to Excelsior
                        Spring Water Co.  ("Excelsior").  (Incorporated by reference from Exhibit 10.1 of the Report on Form 8-K
                        dated September 11, 1997.)

10.9                    Promissory Note from the Registrant to Mr. Eger in the principal amount of $503,000.  (Incorporated by
                        reference from Exhibit 10.2 of the Report on Form 8-K  dated September 11, 1997.)

10.10                   Form of Note Purchase Agreement between the Registrant and certain note holders of Excelsior dated August
                        27, 1997. (Incorporated by reference from Exhibit 10.3 of the Report on Form 8-K dated September 11, 1997.)

10.11                   Form of Stock Purchase Agreement between the Registrant and certain stockholders of  Excelsior dated August
                        27, 1997.  (Incorporated by reference from Exhibit 10.4 of the Report on Form 8-K dated September 11, 1997.)

10.12                   Schedule of Stock and Note Purchase Agreement information dated August 27, 1997 regarding the Excelsior
                        purchase.  (Incorporated by reference from Exhibit 10.7 of the Report on Form 8-K dated September 11, 1997.)

10.13                   Asset Purchase Agreement between Springs and Greatwater Refreshment Services, Inc. dated February 19, 1997.
                        (Incorporated by reference from Exhibit 10.1 of the Report on Form 10-QSB/A for the Quarter Ended April 26,
                        1997.)

10.14                   Consulting Agreement between the Registrant and Corporate Investors Network, Inc. dated December 1, 1996.
                        (Incorporated by reference from Exhibit 10.1 of the Report on Form 10-QSB for the Quarter Ended January 25,
                        1997.)

10.15                   Warrant Agreement between the Registrant and Eugene F. Malone dated December 1, 1996.  (Incorporated by
                        reference from Exhibit 10.2 of the Report on Form 10-QSB for the Quarter Ended January 25, 1997.)

10.16                   1998 Incentive and Non-Statutory Stock Option Plan (Incorporated by reference to Appendix A of the
                        Registrant 1998 Proxy Statement.)

10.17                   Asset Purchase Agreement between Vermont Pure Holding, Ltd. and Vermont Coffee Time, Inc. relating to the
                        purchase certain assets and liabilities dated December 19, 1997. (Incorporated by reference from Exhibit
                        10.1 of the report on Form 10-QSB for the Quarter ended

                                       11
<PAGE>
10.18                   Promissory Note Between Vermont Pure Springs, Inc. and Vermont Pure Holdings and Coffee Time, Inc. dated
                        January 5, 1998. (Incorporated by reference from Exhibit 10.2 of the report on Form 10-QSB for the Quarter
                        ended January 24, 1998).

10.19                   Security Agreement between Vermont Pure Springs, Inc. and Vermont Pure Holdings and Coffee Time, Inc. dated
                        January 5, 1998. (Incorporated by reference from Exhibit 10.3 of the report on Form 10-QSB for the Quarter
                        ended January 24, 1998).

10.20                   Consulting Agreement between Amy Berger and Vermont Pure Holdings, Ltd. dated January 5, 1998. (Incorporated
                        by reference from Exhibit 10.4 of the report on Form 10-QSB for the Quarter ended January 24, 1998).

10.21                   Distribution Rights Agreement between Vermont Pure Springs, Inc. and Akva Hf. dated December 9, 1997.
                        (Incorporated by reference from Exhibit 10.5 of the report on Form 10-QSB for the Quarter ended January 24,
                        1998).

10.22                   Packing and Distribution Agreement between Vermont Pure Springs, Inc. and Akva Hf. dated December 9, 1997.
                        (Incorporated by reference from Exhibit 10.6 of the report on Form 10-QSB for the Quarter ended January 24,
                        1998).

10.23                   Asset Purchase Agreement between Vermont Pure Holdings, Ltd. And Sagamon Springs, Inc. relating to the
                        purchase certain assets and liabilities dated January 31, 1998. (Incorporated by reference from Exhibit 10.1
                        of the report on Form 10-QSB for the Quarter ended Apri

10.24                   Agreement and Collateral Assignment of Lease between Vermont Pure Holdings, Ltd. and Sagamon Springs, Inc.
                        dated January 30, 1998. (Incorporated by reference from Exhibit 10.2 of the report on Form 10-QSB for the
                        Quarter ended April 25, 1998).

10.25                   Security Agreement between Vermont Pure Holdings, Ltd. and Sagamon Springs, Inc. dated January 6, 1998.
                        (Incorporated by reference from Exhibit 10.3 of the report on Form 10-QSB for the Quarter ended April 25,
                        1998).

10.26                   Term Note for $65,000 between Vermont Pure Holdings, Ltd. and Sagamon Springs, Inc. dated January 6, 1998.
                        (Incorporated by reference from Exhibit 10.4 of the report on Form 10-QSB for the Quarter ended April 25,
                        1998).

10.27                   Non Compete Agreement of Fred Beauchamp and Jim Creed between Vermont Pure Holdings, Ltd. and Sagamon
                        Springs, Inc. dated January 6, 1998. (Incorporated by reference from Exhibit 10.5 of the report on Form
                        10-QSB for the Quarter ended April 25, 1998).

10.28                   Loan and Security Agreement Between Vermont Pure Springs, Inc. and CoreStates Bank, N.A. dated April 8,
                        1998. (Incorporated by reference from Exhibit 10.6 of the report on Form 10-QSB for the Quarter ended April
                        25, 1998.
                                       12
</TABLE>
<PAGE>
                                    SIGNATURE



Pursuant to the  requirements of Section 13 or 15(d) 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.




Dated:          September 10, 1999
                Randolph, Vermont




                                      VERMONT PURE HOLDINGS, LTD.




                                      By: /s/ Bruce S. MacDonald
                                              Bruce S. MacDonald
                                     Vice President, Chief Financial Officer
                                     (Principal Accounting Officer and Principal
                                                   Financial Officer)

                                       13
<PAGE>
Exhibit 3.2
                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           VERMONT PURE HOLDINGS, LTD.



         Vermont Pure Holdings, Ltd., a corporation organized and existing under
and by virtue of the  General  Corporation  Law of the State of  Delaware,  DOES
HEREBY CERTIFY:

         FIRST:  That the Board of  Directors  of said  corporation  has adopted
resolutions  proposing and declaring advisable that the Restated  Certificate of
Incorporation of the Corporation be amended and that such amendment be submitted
to the stockholders of the Corporation for their consideration, as follows:

                  That the Company's Restated  Certificate of Incorporation,  as
amended  to date,  be further  amended by  deleting  in its  entirety  the first
sentence  of  Article 4 thereof  and  replacing  said  first  sentence  with the
following sentence:

                  "The  total  number  of  shares  of  capital  stock  which the
                  Corporation  shall have  authority  to issue is Fifty  Million
                  Five  Hundred  Thousand  (50,500,000)  shares,  of which Fifty
                  Million  (50,000,000)  shares will be Common Stock,  par value
                  $.001 per share,  and Five Hundred  Thousand  (500,000) shares
                  shall be Preferred Stock, par value $.001 per share",

                  it being  understood that the other provisions of said Article
4 shall be and remain unchanged.

         SECOND:           That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF,  said corporation has caused this Certificate to be
signed by Timothy Fallon, its President, this 15th day of June, 1999.



                                                 /s/ Timothy Fallon
                                                     Timothy  Fallon, President