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 January 29, 2000
                           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                                        MARCH 7, 2000

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 Sheets as of
                 January 29, 2000 (unaudited) and
                 October 30, 1999                                       4

                 Consolidated Statements of Operations
                 (unaudited) for the Three Months ended
                 January 29, 2000 and January 30, 1999                  5

                 Consolidated Statements of Cash Flows
                 (unaudited) for the Three Months ended
                 January 29, 2000 and January 30, 1999                  6

                 Notes to Consolidated Financial Statements
                 (unaudited)                                            7

     Item 2.     Management's  Discussion  and Analysis of
                 Financial  Condition and Results of
                 Operation                                            8 - 11

     Item 3.     Quantitative and Qualitative Disclosure about
                 Market Risk                                           12

Part II - Other Information

     Item 1.     Legal Proceedings                                     13

     Item 2.     Changes in Securities                                 13

     Item 3.     Defaults upon Senior Securities                       14

     Item 4.     Submission of Matters to a Vote of Security Holders   14

     Item 5.     Other Information                                     14

                                       2
<PAGE>

     Item 6.     Exhibits and Reports on Form 8-K                      14

     Signature                                                         18

     Exhibit Index                                                   13 -17

                                       3

<PAGE>


                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                              January 29,      October 30,
                                                                                 2000              1999
                                                                              ------------    -------------

                                     ASSETS

<S>                                                                           <C>             <C>
CURRENT ASSETS:
   Cash ...................................................................   $  1,112,919    $    367,018
   Accounts receivable ....................................................      3,488,943       3,525,238
   Notes receivable .......................................................           --           975,000
   Inventory ..............................................................      2,797,236       2,711,709
   Current portion of deferred tax asset ..................................        601,922         601,922
   Other current assets ...................................................      1,335,994         781,968
                                                                               ------------    ------------

     TOTAL CURRENT ASSETS ...............................................        9,337,014       8,962,855
                                                                               ------------    ------------

PROPERTY AND EQUIPMENT - net of accumulated depreciation .....................  11,261,074      11,122,258
                                                                               ------------    ------------


OTHER ASSETS:

   Intangible assets - net of accumulated amortization ....................     10,684,185      10,443,207
   Deferred tax asset .....................................................      3,182,914       3,182,914
   Other assets ...........................................................        130,037         122,996
                                                                               ------------    ------------

     TOTAL OTHER ASSETS ...................................................     13,997,136      13,749,117
                                                                               ------------    ------------

TOTAL ASSETS ..............................................................   $ 34,595,224    $ 33,834,230
                                                                               ============    ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable .......................................................   $  2,728,134    $  3,443,208
   Current portion of customer deposits ...................................         47,716          45,033
   Accrued expenses .......................................................        672,133         851,371
   Current portion of long term debt ......................................      1,457,876       1,414,930
   Current portion of obligations under capital leases ....................        169,668         180,589
                                                                               ------------    ------------

     TOTAL CURRENT LIABILITIES ............................................      5,075,527       5,935,131

   Long term debt .........................................................      1,516,821       1,663,893
   Long term obligations under capital leases .............................        352,310         379,583
   Line of credit .........................................................     13,500,000      11,689,792
   Long term portion of customer deposits .................................        765,630         684,334
                                                                               ------------    ------------

     TOTAL LIABILITIES ....................................................     21,210,288      20,352,733
                                                                               ------------    ------------

STOCKHOLDERS' EQUITY:

   Preferred stock - $.001 par value, 500,000 .............................           --              --
   authorized shares, none issued and outstanding
   shares at October 30, 1999

   Common stock - $.001 par value, 50,000,000 .............................         10,340          10,340
   authorized shares, 10,339,758 issued and outstanding
   shares at January 29, 2000 and 10,339,758 at
   October 30, 1999

   Paid in capital ........................................................     23,197,724      23,197,724
   Accumulated deficit ....................................................     (9,654,378)     (9,557,817)
   Treasury stock, at cost, 50,000 shares .................................       (168,750)       (168,750)
                                                                               ------------    ------------

     TOTAL STOCKHOLDERS' EQUITY ...........................................     13,384,936      13,481,497
                                                                               ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................   $ 34,595,224    $ 33,834,230
                                                                               ============    ============
</TABLE>
                 See notes to consolidated financial statements

                                       4
<PAGE>
                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                     Three months ended
                                                               -------------------------------
                                                                January 29,       January 30,
                                                                   2000              1999


<S>                                                            <C>             <C>
SALES ......................................................   $  6,423,768    $  5,880,846
COST OF GOODS SOLD .........................................      2,311,370       2,031,014
                                                               ------------     ------------
GROSS PROFIT ...............................................      4,112,398       3,849,832
                                                               ------------     ------------

OPERATING EXPENSES:
   Selling, general and administrative expenses                   3,521,629       2,716,990
   Advertising expenses .......................                     509,462         688,541
   Amortization ...............................                     166,635         151,614
                                                               ------------     ------------
TOTAL OPERATING EXPENSES ...................................      4,197,726       3,557,145
                                                               ------------     ------------
INCOME (LOSS) FROM OPERATIONS ..............................        (85,328)        292,687
                                                               ------------     ------------

OTHER INCOME (EXPENSE):
   Interest ...................................                    (278,713)       (221,557)
   Miscellaneous ..............................                     272,887            --
                                                                ------------    ------------

TOTAL OTHER INCOME (EXPENSE) ...............................         (5,826)       (221,557)
                                                               ------------    ------------

NET INCOME (LOSS) ..........................................   $    (91,154)   $     71,130
                                                               ------------    ------------

NET INCOME (LOSS) PER SHARE - BASIC ........................   $      (0.01)   $       0.01
                                                               ============    ============
NET INCOME (LOSS) PER SHARE - DILUTED ......................   $      (0.01)   $       0.01
                                                               ============    ============

Weighted Average Shares Used in Computation - Basic ........     10,289,758      10,250,901
                                                               ============    ============
Weighted Average Shares Used in Computation - Diluted ......     10,457,663      10,965,327
                                                               ============    ============
</TABLE>

                 See notes to consolidated financial statements

                                       5
<PAGE>
                   VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                                  Three months ended
                                                                                              ----------------------------
                                                                                                 January 29,   January 30,
                                                                                                    2000         1999
                                                                                               =============  ============

<S>                                                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income/(loss) ......................................................................   $   (91,154)   $    71,130
   Adjustments to reconcile net income (loss) to net cash provided by operating activities:
     Depreciation .........................................................................       452,330        333,389
     Amortization .........................................................................       166,635        151,614
     (Gain) on settlement of note receivable ..............................................      (295,000)
     (Gain) loss on disposal of property and equipment ....................................        26,013        (13,117)

   Changes in assets and liabilities (net of effect of acquisitions):

     (Increase)  Decrease in accounts receivable ..........................................        36,295       (535,466)
     (Increase) Decrease in inventory .....................................................       (85,527)       194,950
     (Increase) in other current assets ...................................................      (554,026)      (234,074)
     (Increase) Decrease in other  assets .................................................        93,317        (62,053)
     (Decrease) in accounts payable .......................................................      (715,074)      (246,690)
     Increase in customer deposits ........................................................        93,979         53,840
     (Decrease) Increase in accrued expenses ..............................................      (179,238)       219,923
                                                                                                -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES .....................................................    (1,051,451)       (66,554)
                                                                                                -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property, plant and equipment ..............................................      (435,829)      (550,553)
   Proceeds from sale of fixed assets .....................................................        13,125           --
   Collection of note receivable ..........................................................     1,270,000
   Cash used for acquistions ..............................................................      (625,000)      (132,090)
                                                                                                -----------    -----------
NET CASH PROVIDED (USED IN) INVESTING ACTIVITIES ..........................................       222,296       (682,643)
                                                                                                -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds of line of credit .............................................................     1,810,208      1,682,000
   Proceeds from debt .....................................................................      (114,433)          --
   Principal payment of debt ..............................................................      (120,719)      (518,055)
                                                                                                -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES .................................................     1,575,056      1,163,945
                                                                                                -----------    -----------
NET INCREASE  IN CASH .....................................................................       745,901        414,748
CASH - Beginning of period ................................................................       367,018        161,271
                                                                                                -----------    -----------
CASH  - End of period .....................................................................   $ 1,112,919    $   576,019
                                                                                                ===========    ===========


Cash paid for interest ....................................................................   $   230,370    $   214,444
                                                                                                ===========    ===========
NON-CASH FINANCING AND INVESTING ACTIVITIES:
   Equipment acquired under capital leases ................................................   $    72,135    $    31,113
                                                                                                ===========    ===========
</TABLE>



                 See notes to consolidated financial statements

                                       6
<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
     adjustments) 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-K  for the year  ended
     October 30, 1999.

     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-K for the year ended October 30, 1999.


2.   LINE OF CREDIT

     The Company amended and restated its five year revolving  credit  agreement
     with First Union  National Bank, on January 28, 2000. The revolving line of
     credit was  increased to $25 Million  from $15 million  under the terms and
     conditions of the agreement.  As of January 29, 2000,  $13,500,000 had been
     borrowed against this facility.


3.   LEGAL PROCEEDINGS

     The  Company  reached a  settlement  on  December  1, 1999 with its largest
     spring water  source.  As part of the  settlement,  the Spring  Owner,  the
     Affiliate and others paid to the Company  $1,270,000 and  acknowledged  the
     Company's rights under the amended water supply contract and right of first
     refusal to purchase the spring site.  This  settlement was mostly offset by
     the Company issuing a $975,000  non-interest bearing convertible  debenture
     that the  Company  issued to the  original  debtor of the Spring  Owner and
     Affiliate.

4.   SUBSEQUENT EVENT

     In March 1999, Vermont Pure Holdings, Ltd. entered into distribution agree-
     ments  with  several  Snapple  distributors  in  order to  replace  a major
     customer. Effective March 1, 2000 the Company has modified its distribution
     agreements  with  three  of these  distributors.  Effective  on this  date,
     Vermont Pure is the  exclusive  spring water  carried by Mr.  Natural Inc.,
     Millrose   Distributors,   Inc.  and  Snapple  of  Long  Island,  Inc.  The
     distribution  area of these  distributors is the greater  metropolitan  New
     York City area.


                                       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-K for
the year ended October 30, 1999.

                           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,  and rising
interest rates.  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 three months of fiscal year 2000 were $6,424,000, an
increase of $543,000 or 9% over sales of $5,881,000 for the corresponding period
last year.  Excluding sales  attributable to acquisitions made subsequent to the
first quarter of 1999,  sales in the first three months of fiscal year 2000 were
2% over the corresponding period last year.

Sales for retail-size  products decreased $ 484,000 or 18%, for the three months
of fiscal year 2000 compared to the  corresponding  period a year ago. The sales
decline is partially  attributable to the termination of the Company's agreement
with its  largest  distributor  and  decreased  averageselling  prices.  Average
selling  prices  for the three  months  ending  January  29,  2000 were down 23%
compared to the  corresponding  period from the previous year. Hidden Spring and
Private  Label  revenues  increased  290%  and  33%,   respectively,   over  the
corresponding  period last year. Vermont Pure brand sales decreased 51% compared
to the corresponding period last year.

Sales for the home and office  division  increased  $1,027,000  or 31%,  for the
first three months of fiscal year 2000 compared to the  corresponding  period of
the prior year.  Exclusive  of  acquisitions,  sales of home and office  related
products  increased  approximately 13% the first quarter of fiscal 2000 compared
to the same period last year.  This is reflective of increased  category  growth
and market expansion.

COST OF GOODS SOLD - For the first three  months of fiscal  2000,  Cost of Goods
Sold was  $2,311,000  compared to $2,031,000  for the same period in fiscal year
1999 resulting in gross profits of $4,112,000,  or 64% of sales, and $3,850,000,

                                       8

<PAGE>

or 65%,  respectively.  The  increase in gross profit for the three month period
was due to an increase in sales volume which  resulted in a lower cost per unit.
This had the effect of  spreading  the overhead  burden over more units  thereby
lowering the average unit cost. In addition, the Company's sales continued to be
skewed toward higher margin home and office sales.

OPERATING  EXPENSES - For the first three months of fiscal year 2000 compared to
the  corresponding  period in fiscal year 1999,  total  operating  expenses were
$4,198,000 and $3,557,000,  an increase of $641,000 or 18%. Selling, general and
administrative expenses increased by $805,000 or 30%, for the first three months
of fiscal  2000.  The  increase in these costs was  partially  due to  increased
freight and warehousing  expenses  relating to the PET inventory buildup as well
as the addition of the  operating  costs of acquired  companies and the costs to
integrate  these  companies.  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.  The decrease of $179,000 in advertising and promotion  expenses for the
respective  periods  was  due to the  Company's  use of  different  distribution
channels that require less promotional support.  However,  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
three months of fiscal year 2000,  amortization  increased $15,000 from the same
period one year ago as a result of increased goodwill from new acquisitions.

PROFIT FROM  OPERATIONS - Profit from  operations  for the first three months of
fiscal 2000 was a loss of  $107,000 as compared to a profit of $293,000  for the
corresponding  period  last year,  a  decrease  of  $400,000.  The  decrease  is
attributable  to  additional  operating  costs of acquired  companies as well as
inventory buildup costs.

OTHER  INCOME/EXPENSE  - Net interest  expense  increased  $57,000 for the first
three months of fiscal year 2000 compared to the corresponding  period in fiscal
year 1999. The increase in interest expense was a result of increased  borrowing
to fund  operations  and  finance  acquisitions  through a bank line of  credit.
Miscellaneous  income increased $273,000 during the first three months of fiscal
2000  compared  to the  corresponding  period in  fiscal  1999,  reflecting  the
transactions described in Part II, Item 1.

NET  INCOME/LOSS-  The  Company's  net loss for the first three months of fiscal
year 2000 was $91,000 compared to a net income of $71,000 for the  corresponding
period last year, a decrease of $162,000.


                         LIQUIDITY AND CAPITAL RESOURCES

The net cash  outflow  from  operations  was  $1,024,000  compared to a net cash
outflow of $67,000 for the same period  last year.  The decline of $957,000  was
attributable primarily to accelerating current liabilities payments, to fund the
Company's  first  quarter  loss and to build  inventory of retail  product.  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.

                                       9
<PAGE>

As of January 29, 2000, the Company had working  capital of $4,261,000  compared
to $3,028,000 on October 30, 1999, the end of the last fiscal year. The increase
in working capital of $1,233,000 reflects,  primarily,  the reduction of current
liabilities.  Building  inventory of retail product has become  necessary during
the  winter  months  because  the  Company  does not have the  capacity  to meet
anticipated  sales volume in the summer months.  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.

The Company amended and restated its five year revolving  credit  agreement with
First Union National Bank, on January 28, 2000. The revolving line of credit was
increased to $25 Million from $15 million under the terms and  conditions of the
agreement. The purpose of the loan continues to be for permitted acquisitions as
well as capital  expenditures  and working  capital.  Of the $25  million,  $4.3
million will be allocated  for a letter of credit to underwrite a new bond issue
for the Randolph, Vermont building expansion as well as new production equipment
purchases.  As of January 29, 2000  $13,500,000  had been borrowed  against this
facility.  The proceeds were used for capital expenditures,  working capital and
acquisition  debt.  Within 90 days  subsequent  to the signing of the new credit
agreement the Company must secure at least half of its debt  utilizing  interest
rate  hedge  instruments  for the  life  of the  agreement.  For  the  remaining
outstanding  debt under the  agreement,  the Company is required to pay interest
monthly at a rate of LIBOR plus 2.5%, currently  approximately 8.5%. These rates
may change subject to certain  financial  covenants.  The Company is required to
continue to meet loan  covenants  as defined in the  agreement  in order to have
access to the line of credit.  The loan is secured  by  receivables,  inventory,
equipment and intangible assets.

At  October  30,  1999,  the  Company  had  recorded  a  deferred  tax  asset of
$3,793,000. No adjustments were made to this amount through the first quarter of
2000. Further recognition is dependent on future earnings.

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
and the First Union facility described above.

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 January 1, 2000. This is
commonly referred to as the "Year 2000" or "Y2K" problem.

The Company has experienced no problems or issues relating to the Y2K problem as
of the date of this report. It has gone through  transactions with substantially
all of the  customer  and vendor  base and have not  experienced  any  problems.

                                       10

<PAGE>

Although the Company is satisfied  that the business will not be impacted by the
possibility  of a Y2K  problem,  it  will  maintain  contingency  plans  for the
foreseeable future.

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




























                                       11
<PAGE>

PART I - ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to the Company's  operations result primarily from changes
in interest rates and commodity prices (the resin prices for PET bottles).

Interest Rate Risks

At January 29, 2000 the Company  had  $13,500,000  of long term debt  subject to
variable interest rates. Under the revolving line of credit agreement with First
Union National Bank the Company  currently pays interest at a rate of LIBOR plus
2.5%. A hypothetical  100 basis point Increase in the LIBOR rate would result in
an additional  $116,898 of interest  expense on an annualized  basis. As part of
the amended credit  agreement with First Union, the Company is required to enter
into an  interest  rate  swap  agreement  within 90 days of the  signing  of the
amended  credit  agreement  that will fix 50% of the debt  outstanding  to fixed
interest rate for the life of the contract.

Commodity Price Risks

Although  the  Company  has  yearly  contracts  with its  vendors  that sets the
purchase  price of its PET  bottles,  the vendors are entitled to pass on to the
Company any resin price increases. These prices are related to supply and demand
market  factors for PET and,  to a lesser  extent the price of  petroleum,  from
where PET is derived.  A  hypothetical  resin  price  increase of $.05 per pound
would result in an approximate  price  increase per bottle of $.005.  During the
second  half of fiscal  1999,  resin  prices  rose twice for a total of $.10 per
pound, or $.01 per bottle.
















                                       12
<PAGE>

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

On  October 1, 1999,  the  Company  issued  its  $975,000  non-interest  bearing
Convertible Debenture due September 30, 2001 (the "Debenture") to Marcon Capital
Corporation  ("Marcon").  In  consideration  for the issuance of the  Debenture,
Marcon  transferred  to the  Company  all  of  its  rights  under  various  loan
documents,  including related collateral. The loan documents pertained to a loan
by Marcon to an affiliate (the "Affiliate") of the owner (the "Spring Owner") of
the Company's  largest spring water source.  The collateral  included a mortgage
and security interests on the spring site and associated  equipment;  a guaranty
by the Spring  Owner in favor of Marcon;  a water  supply  contract  in favor of
Marcon;  the right to buy an equity  ownership  position in the  Affiliate;  and
other rights. As a result of this transaction,  the Company became a creditor of
the Spring Owner and the Affiliate in the amount of approximately  $905,000. The
purpose of the  transaction  was to minimize the possible  adverse effect on the
Company'  water supply due to defaults by the Spring Owner and the  Affiliate in
their obligations to Marcon.

FOLLOWING ITS PURCHASE OF MARCON'S POSITION, THE COMPANY, AS CREDITOR, ATTEMPTED
TO NEGOTIATE WITH THE SPRING OWNER AND THE AFFILIATE TO RESOLVE THE MATTER. WHEN
THAT FAILED,  THE COMPANY ADVISED THE SPRING OWNER AND THE AFFILIATE THAT IT WAS
EXERCISING  ITS  RIGHTS TO TAKE  POSSESSION  OF THE WATER  SUPPLY  CONTRACT  AND
ACQUIRE AN EQUITY INTEREST IN THE AFFILIATE.  THE SPRING OWNER AND THE AFFILIATE
THEN  ATTEMPTED  TO  REPUDIATE  THE  COMPANY'S  RIGHTS  UNDER THE  WATER  SUPPLY
CONTRACT.  THE COMPANY FILED THREE DIFFERENT  LAWSUITS TO ENFORCE ITS RIGHTS:  A
FORECLOSURE  ACTION (VERMONT PURE HOLDINGS,  LTD. V. PRISTINE  MOUNTAIN SPRINGS,
INC., ET AL.,  WINDSOR COUNTY SUPERIOR COURT,  VERMONT,  FILED OCTOBER 22, 1999)
AND ACTIONS FOR EQUITABLE AND INJUNCTIVE RELIEF (VERMONT PURE HOLDINGS,  LTD. V.
PRISTINE MOUNTAIN SPRINGS,  INC., AMSOURCE LLC AND RONALD COLTON, WINDSOR COUNTY
SUPERIOR  COURT,  VERMONT,  FILED  NOVEMBER 17, 1999, AND VERMONT PURE HOLDINGS,
LTD. V. PRISTINE  MOUNTAIN SPRINGS,  INC.,  AMSOURCE LLC, RONALD COLTON, ET AL.,
Sullivan County Superior Court, New Hampshire, filed November 16, 1999).

These  matters were settled by  arbitration  on December 1, 1999. As part of the
settlement,  the Spring  Owner,  the  Affiliate  and others  paid to the Company
$1,270,000 and  acknowledged the Company's rights under the amended water supply
contract and right of first refusal to purchase the spring site. As amended, the
50-year water supply contract provides that the Company has an unqualified first
priority  right to draw water from the spring site,  subject to a co equal right
of the Affiliate to draw up to 5,000,000 gallons per month.

ITEM 2 - Changes in Securities

(a)      None

(b)      None

(c)      None

                                       13
<PAGE>

ITEM 3 - Defaults upon Senior Securities

         None

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

         None

ITEM 5 - Other Information

         None

ITEM 6 - Exhibits and Reports on Form 8-K

Exhibit

NUMBER                     DESCRIPTION

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  Amendment of  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*Amendment  to the  November  1,  1996  Employment  Agreement  between t the
     Registrant and Timothy G. Fallon. Dated November 1, 1999.

10.3*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, 1999 - File No. 1-11254.)

                                       14
<PAGE>

10.4*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.)

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

10.6 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.)

10.7 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.)

10.8 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.)

10.9 Form of Note  Purchase  Agreement  betwee 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.)

10.10Form 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.)

10.11Schedule 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.)

10.12Consulting   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.)

10.131998  Incentive  and  Non-Statutory  Stock  Option  Plan  (Incorporated  by
     reference to Appendix A of the Registrant 1998 Proxy Statement.)

10.14Asset 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).

                                       15
<PAGE>

10.15Promissory  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).

10.16Security  Agreement  between  Vermont Pur  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).

10.17Consulting  Agreement  between Amy Berge 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).

10.18Non Compete  Agreement of Fred Beaucham 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).

10.19Amended Loan and Security  Agreement between Vermont Pure Springs,  Inc and
     First Union National Bank (formerly  CoreStates  Bank,  N.A.) dated January
     20, 1999.

10.201999 Employee Stock Purchase Plan  (Incorporated  by reference to Exhibit A
     of the Registrant 1999 Proxy Statement.)

10.21Stock Purchase  Agreement  between the  Registrant,  Paul Hayes and Michael
     Hayes dated July 27, 1999 relating to Adirondack Coffee Services, Inc.

10.22Promissory  Note dated July 27 1999 from the Registrant to Mr. Hayes in the
     Principal amount of $303,734.00

10.23Amended and Restated  Spring Water  Licenses and Supply  Agreement  between
     Registrant and Pristine Mountain Springs of Vermont, Inc and Amsource,  LLC
     dated April 13, 1999.

10.24Loan Purchase  Agreement to spring source dated  September 30, 1999 between
     the Registrant and Marcon Capital Corporation.

10.25Convertible  Debenture  Agreement  dated  September  30,  1999  between the
     Registrant and Marcon Capital Corporation in the amount of $975,000.

10.26Amended and Restated Security  Agreemen between  Registrant and First Union
     National Bank dated January 28, 2000

                                       16
<PAGE>

10.27Amended and Restated Security Agreement between Vermont Pure Springs,  Inc.
     and First Union National Bank dated January 28, 2000.

10.28Loan  Agreement  between   Registrant  and  Vermont  Economic   Development
     Authority dated December 1, 1999

10.29Trust  Indenture  Between  Registrant  and  Vermont  Economic   Development
     Authority  and First Union  National  Bank, as trustee,  dated  December 1,
     1999.

10.30Amended and Restated Credit  Agreement  between  Registrant and First Union
     National Bank dated January 28, 2000.

10.31Settlement  Agreement  between  Registrant and Pristine  Mountain  Springs,
     Amsource LLC,  Barton Lord and Ronald  Colton dated  December 1, 1999

10.32Amended and Restated  Spring  Water  License and Supply  Agreement  between
     Registrant  and  Mountain  Springs,  Amsource  LLC,  Barton Lord and Ronald
     Colton dated December 15, 1999.

27   FINANCIAL DATA SCHEDULE



                            * Relates to compensation
















                                       17
<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: March 7, 2000
       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)










                                       18