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 May 1, 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                                         June 7, 1999

Common Stock, $.001 Par Value                                      10,259,758




<PAGE>
                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                                      INDEX
                                                                    Page Number
Part I - Financial Information

         Item 1.  Financial Statements

                  Consolidated Balance Sheet as of
                  May 1, 1999 (unaudited) and
                  October 31, 1998                                            3

                  Consolidated  Statement of Operations (unaudited) for
                  the Six Months and Three Months ended May 1, 1999
                  and April 25, 1998                                          4

                  Consolidated Statement of Cash Flows
                  (unaudited) for the Six Months ended
                  May 1, 1999 and April 25, 1998                              5

                  Notes to Consolidated Financial Statements
                  (unaudited)                                             6 - 7

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operation                                              8 - 12

Part II - Other Information                                             13 - 16

         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                                                           17
         Exhibit Index                                                  13 - 16
                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                                     May 1,                      October 31,
                                                                     1999                           1998
                                                           ---------------------             ---------------------
                                                                 (unaudited)                       (unaudited)
                                                           ---------------------             ---------------------
                                     ASSETS
<S>                                                        <C>                               <C>
CURRENT ASSETS:
 Cash                                                                   $626,944                          $161,271
 Accounts receivable                                                   3,793,140                         3,069,699
 Inventory                                                             1,783,133                         1,843,927
 Current portion of deferred tax asset                                   330,000                           330,000
 Other current assets                                                    519,919                           222,970
                                                           ---------------------             ---------------------

TOTAL CURRENT ASSETS                                                   7,053,136                         5,627,867
                                                           ---------------------             ---------------------

PROPERTY AND EQUIPMENT - net of accumulated depreciation               9,886,320                         9,174,063
                                                           ---------------------             ---------------------


OTHER ASSETS:
 Intangible assets - net of accumulated amortization                   9,440,014                         9,595,915
 Deferred tax asset                                                    1,661,000                         1,661,000
 Other assets                                                            124,289                           114,658
                                                           ---------------------             ---------------------

TOTAL OTHER ASSETS                                                    11,225,303                        11,371,573
                                                           ---------------------             ---------------------

TOTAL ASSETS                                                         $28,164,759                       $26,173,503
                                                           =====================             =====================
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable                                                     $2,698,416                        $3,007,630
 Current portion of customer deposits                                     59,908                            58,360
 Accrued expenses                                                        915,281                         1,104,871
 Current portion of long term debt                                       277,398                           601,570
 Current portion of obligations under capital lease                      149,138                           119,995
                                                           ---------------------             ---------------------
TOTAL CURRENT LIABILITIES                                              4,100,141                         4,892,426

 Long term debt                                                        1,303,114                         1,428,807
 Long term obligations under capital lease                               319,503                           210,203
 Line of credit                                                       10,984,793                         8,783,793
 Long term portion of customer deposits                                  938,563                           893,145
                                                           ---------------------             ---------------------
TOTAL LIABILITIES                                                     17,646,114                        16,208,374
                                                           ---------------------             ---------------------
STOCKHOLDERS' EQUITY:
 Common stock - $.001 par value, 20,000,000                               10,310                            10,288
  authorized shares, 10,309,758 issued
  shares at May 1, 1999 and 10,287,187
  issued shares at October 31, 1998.
 Paid in capital                                                      23,122,747                        23,080,049
 Accumulated deficit                                                 (12,445,662)                      (12,956,458)
 Treasury stock, at cost, 50,000 shares                                 (168,750)                         (168,750)
                                                           ---------------------             ---------------------
TOTAL STOCKHOLDERS' EQUITY                                            10,518,645                         9,965,129
                                                           ---------------------             ---------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $28,164,759                       $26,173,503
                                                           =====================             =====================
</TABLE>
                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                    Six Months Ended                  Three Months Ended
                                                           --------------------------------  -----------------------------------
                                                                 May 1,         April 25,            May 1,          April 25,
                                                                 1999             1998               1999              1998
                                                           ---------------  ----------------  ----------------  ----------------
                                                                      (unaudited)                           (unaudited)
<S>                                                        <C>              <C>               <C>               <C>
SALES                                                          $13,680,319      $ 10,562,013       $ 7,799,473       $ 6,154,927

COST OF GOODS SOLD                                               4,983,873         4,460,310         2,952,859         2,518,156
                                                           ---------------  ----------------  ----------------  ----------------
GROSS PROFIT                                                     8,696,446         6,101,703         4,846,614         3,636,771
                                                           ---------------  ----------------  ----------------  ----------------
OPERATING EXPENSES:
 Selling, general and administrative expense                     5,853,057         4,371,473         3,136,067         2,354,373
 Advertising expenses                                            1,547,851         1,480,180           859,310           839,283
 Amortization                                                      303,426           262,681           151,812           141,975
                                                           ---------------  ----------------  ----------------  ----------------
TOTAL OPERATING EXPENSES                                         7,704,334         6,114,334         4,147,189         3,335,631
                                                           ---------------  ----------------  ----------------  ----------------
PROFIT (LOSS) FROM OPERATIONS                                      992,112           (12,631)          699,425           301,140
                                                           ---------------  ----------------  ----------------  ----------------
OTHER INCOME (EXPENSE):
 Interest - net                                                   (481,316)         (345,780)         (259,759)         (194,496)
 Miscellaneous                                                           0             1,524                 0             1,121
                                                           ---------------  ----------------  ----------------  ----------------
TOTAL OTHER INCOME (EXPENSE)                                      (481,316)         (344,256)         (259,759)         (193,375)
                                                           ---------------  ----------------  ----------------  ----------------
NET INCOME (LOSS)                                                 $510,796        $ (356,887)        $ 439,666         $ 107,765
                                                           ===============  ================  ================  ================
NET INCOME  (LOSS) PER SHARE - BASIC                           $      0.05      $      (0.03)     $       0.04      $       0.01
NET INCOME  (LOSS) PER SHARE - DILUTED                         $      0.05      $        (a)      $       0.04      $        (a)
                    (a)                                    ===============  ================  ================  ================

Weighted Average Shares Used in Computation - Basic             10,254,996        10,220,923        10,257,091        10,279,540
Weighted Average Shares Used in Computation - Diluted           10,875,518               (a)        10,766,484               (a)
                                                           ===============  ================  ================  ================
</TABLE>
                                      -4-

<PAGE>
<TABLE>
<CAPTION>
                   VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                               Six months ended
                                                                                ---------------------------------------------
                                                                                         May 1,                 April 25,
                                                                                         1999                     1998
                                                                                --------------------     --------------------
                                                                                      (unaudited)             (unaudited)
                                                                                --------------------     --------------------
<S>                                                                             <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net profit/(loss)                                                                          $510,796                $(356,887)
 Adjustments to reconcile net income(loss)
  to net cash provided by operating activities:
 Depreciation                                                                                666,778                  554,222
 Amortization                                                                                303,426                  262,681
 (Gain) loss on disposal of property and equipment                                             6,883                       71

 Changes in assets and liabilities (net of effect of acquisitions):
   (Increase) Decrease in accounts receivable                                               (723,441)                (669,424)
   (Increase) Decrease in inventory                                                           60,794                 (214,684)
   (Increase) Decrease in other current assets                                              (296,949)                 132,875
   (Increase) Decrease in other  assets                                                      146,270                 (110,370)
   (Decrease) Increase in accounts payable                                                  (309,215)                 895,828
   (Decrease) Increase in customer deposits                                                   46,966                   63,153
   (Decrease) Increase in accrued expenses                                                  (189,590)                (258,381)
                                                                                --------------------     --------------------
CASH PROVIDED BY OPERATING ACTIVITIES                                                        222,717                  299,084
                                                                                --------------------     --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property, plant and equipment                                                (1,117,160)                (878,115)
 Cash used for acquistions                                                                  (294,665)              (1,566,169)
                                                                                --------------------     --------------------
CASH USED IN INVESTING ACTIVITIES                                                         (1,411,825)              (2,444,284)
                                                                                --------------------     --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds (paydown) of line of credit                                                      2,201,000                1,511,979
 Proceeds from debt                                                                                0                8,302,705
 Principal payment of debt                                                                  (558,939)              (7,473,698)
 Sale of common stock                                                                         12,720                   10,950
                                                                                --------------------     --------------------
CASH PROVIDED BY FINANCING ACTIVITIES                                                      1,654,781                2,351,936
                                                                                --------------------     --------------------
NET INCREASE (DECREASE) IN CASH                                                              465,673                  206,736

CASH - Beginning of period                                                                   161,271                   93,808
                                                                                --------------------     --------------------
CASH  - End of period                                                                       $626,944                 $300,544
                                                                                ====================     ====================
Cash paid for interest                                                                      $481,316                 $345,780
                                                                                ====================     ====================
NON-CASH FINANCING AND INVESTING ACTIVITIES:
 Equipment acquired under capital leases                                                    $102,913                 $87,115
                                                                                ====================     ====================
</TABLE>
                                      -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 May 1, 1999 the Company's unused working capital line of credit
         was $474,000. On that date the Company's unused acquisition line of
         credit was $3,541,207.
                                      -6-
<PAGE>
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.       SUBSEQUENT EVENTS

         On May 18,  1999 the  Company  began to trade its  common  stock on the
         American  Stock  Exchange under the symbol VPS. Prior to that date, its
         stock had traded on the small cap tier of the NASDAQ stock market.  The
         change was made because the Company felt that the auction market format
         of the AMEX is better  suited  to the  trading  characteristics  of its
         stock.


                                      -7-

<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 six months of fiscal year 1999 were $13,680,319,  an
increase  of  $3,118,306  or  30%  over  the  sales  of   $10,562,013   for  the
corresponding period last year. Sales for the second quarter of fiscal year 1999
were  $7,799,473,  an increase of $1,644,546 or 27% over sales of $6,154,927 for
the  corresponding  period  last  year.  Excluding  sales  attributable  to  the
acquisitions  in the six and three months  ending May 1, 1999,  sales  increased
approximately 19% and 17%,  respectively,  over the  corresponding  periods last
year.

Sales for retail-size products increased $ 1,078,761 or 19%, for the six months
of fiscal year

                                      -8-
<PAGE>

1999 compared to the corresponding  period a year ago. Sales increased  $674,175
or 19%,  for the second  quarter of fiscal 1999  compared  to the  corresponding
period a year ago. The increase was a result of volume increases  related to the
continued  growth of the Vermont Pure Brand,  Hidden  Springs  brand and private
label  brands.  Increased  promotional  expense was  incurred  to enhance  brand
awareness.  This, as well as increased market penetration and development of new
markets,  were responsible for the sales growth.  Average selling prices for the
six and three months  ending May 1, 1999 were down 6% and 2%,  respectively  for
the  corresponding  periods from the previous  year.  This is  indicative of the
competitive marketplace as well as the increase in private and secondary labels.
The total 19% increase for the year to date was  accounted  for in the following
distribution channels: 8% attributable to Vermont Pure sizes, 1% attributable to
secondary labels,  and 10% attributable to private labels. The Akva brand had no
material impact.

Sales for the home and office  division  increased  $2,039,545  or 43%,  for the
first six months of fiscal year 1999 compared to the corresponding period of the
prior year.  Sales for the  division  increased  970,371 or 37%,  for the second
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  11% and 13% the first half and first quarter of fiscal
1999, respectively.

Cost of Goods Sold - For the first six months of fiscal 1999, Cost of Goods Sold
was  $4,983,873  compared to $4,460,310  for the same period in fiscal year 1998
resulting  in gross  profits  of  $8,696,446  or 64% of  sales.  For the  second
quarter,  Cost of Goods Sold was $2,952,859  compared to $2,518,156 for the same
period in fiscal 1998  resulting in gross profits of $4,846,614 or 62% of sales.
The increase in gross profit for the  respective six and three month periods was
due to a  considerable  increase in sales volume which  resulted in a lower cost
per unit. In addition,  the Company's sales continued to be skewed toward higher
margin home and office sales. Raw material pricing increased slightly throughout
the first half of 1999.  However,  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.

Operating  Expenses - For the first six months of fiscal  year 1999  compared to
the  corresponding  period in fiscal year 1998,  total  operating  expenses were
$7,704,334  and  $6,114,334  an increase of  $1,590,000  or 26%.  For the second
quarter,  operating  expenses were  $4,147,189 in 1999 compared to $3,335,631 in
1998, this was an increase of 24%. Selling,  general and administrative expenses
increased  by  $1,481,584  or 34%,  for the first six months of fiscal  1999 and
$781,694 or 33% for the second  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 increased $67,671
and $20,027 during the six month and second quarter periods during

                                      -9-
<PAGE>
1999,  respectively,  over the corresponding  periods last year. These increases
are associated with increased market penetration and brand awareness.  The sales
growth  rate  exceeded  the rate of growth in  promotional  expenses.  Given the
competitive  nature  of the  industry,  the  Company  anticipates  that  it will
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.  For the first  half and  second  quarter  of fiscal  year  1999,
amortization increased $40,745 and $9,837 respectively,  from the same periods a
year ago as a result of increased goodwill from new acquisitions.

Profit  From  Operations  - Profit from  operations  for the first six months of
fiscal 1999 was  $992,112 as compared to loss of  $12,631for  the  corresponding
period last year, an improvement of $1,004,743.  Profit from  operations for the
second  quarter of fiscal 1999 was  $699,425  as  compared  to $301,140  for the
corresponding  period last year,  an increase of $398,285.  The  improvement  is
attributable  to the increase in sales  combined with a decrease in raw material
costs and production and distribution volume efficiencies.  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.  No  assurance  can be  given  that  this  plan  will be
successful.

Other  Income/Expense  - Net  interest  expense  increased  $135,536  or 39% and
$65,263 or 34% for the first six months and second  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 six months of fiscal
year 1999 was $510,796  compared to a net loss of $356,887 for the corresponding
period last year,  an  improvement  of  $867,683.  The net profit for the second
quarter of fiscal 1999 was $439,666 compared to a net profit of $107,765 for the
same quarter in 1998, an improvement  of $333,901,  or 308%. The increase in net
income  for the first  six  months  and  second  quarter  is  indicative  of the
improvement in results of operations  more than  offsetting  increased  interest
charges to finance growth through acquisitions.



                         Liquidity and Capital Resources

Due  principally to changes in accounts  receivable and accounts  payable,  cash
flow from  operations  showed a slight  decline  for the first six months of the
fiscal year 1999 compared to the  corresponding  fiscal period in 1998.  The net
cash inflow decreased to $222,717 from $299,084, for those respective periods, a
decline of 26%. 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.
                                      -10-
<PAGE>
As of May 1, 1999,  the Company had working  capital of  $2,952,995  compared to
$735,000 on October 31,  1998.  The  increase in working  capital of  $2,217,995
reflects,  primarily,  increased  accounts  receivable  and cash  generated from
operations.  Scheduled debt repayments  from the financing of  acquisitions  and
resulting  integration costs and capital expansion continues to be a significant
use of cash  for the  Company.  As of June 7,  1999  the  Company  had  borrowed
$2,282,000  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.

Although  the Company has  increased  its cash usage over the last year,  due to
acquisitions,  it anticipates  that its working capital position will improve in
future quarters and will be adequate to fund operations when supplemented by its
operating  line of credit.  Future  sales  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 has ascertained that some  remediation  will be necessary.  With
respect to IT systems,  the Company is  currently  completing  certain  internal
hardware and software upgrades. 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 to assess the potential risks to the
Company.  The Company is currently tabulating the response results and following
up  with  vendors  that  have  not  responded  or have  provided  unsatisfactory
responses.  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.  However,  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.

                                      -11-
<PAGE>
         Costs.   The  Company  does  not  anticipate   incurring  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.  Although the Company's  assessment of its Year 2000 exposure is
not yet  complete,  the  Company,  at this  time,  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. In addition,
the Company  believes that is has  sufficient  time,  resources and expertise to
accomplish the hardware and software upgrades that will be necessary.

         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.  The Company is continuing to develop its Year 2000
contingency  plans to address any  critical  risks that may be  identified.  The
Company is communicating  with its external  customers,  suppliers,  bankers and
other  third  parties  to  determine  their Year 2000  contingency  plans and to
coordinate,  to the extent  possible,  with such plans.  As the Company is still
quantifying  and qualifying the issues  relating to its customers and vendors it
is not in the position  yet to finalize  its  contingency  plans.  However,  the
Company will quantify their potential impact and complete the development of the
contingency plans as more information becomes available.

         The  foregoing  Year 2000 capital  disclosure  constitutes a "Year 2000
readiness  disclosure" under the Year 2000 Information and Readiness  Disclosure
Act.
                                      -12-
<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

         None

Item 5 - Other Information

         None

                                      -13-
<PAGE>
Item 6 - Exhibits and Reports on Form 8-K

      Exhibit               Description
      Number


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

      3.3                   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.)

                                      -14-
<PAGE>
      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 January 24, 1998).

      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).

                                      -15-
<PAGE>
      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 April 25, 1998).

      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.

                                      -16-
<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:            June 15, 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)

                                      -17-