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 30, 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                                          March 7, 1999

Common Stock, $.001 Par Value                                       10,255,758



<PAGE>

                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                                      INDEX
                                                                    Page Number
Part I - Financial Information

         Item 1.           Financial Statements

                           Consolidated Balance Sheet as of
                           January 30, 1999 (unaudited) and
                           October 31, 1998                                   4

                           Consolidated Statement of Operations
                           (unaudited) for the Three Months ended
                           January 30, 1999 and January 24, 1998              5

                           Consolidated Statement of Cash Flows
                           (unaudited) for the Three Months ended
                           January 30, 1999 and January 24, 1998              6

                           Notes to Consolidated Financial Statements
                           (unaudited)                                     7- 8

         Item 2.           Management's Discussion and Analysis of
                           Financial Condition and Results of
                           Operation                                       9-13

Part II - Other Information                                               14-18

         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                                                  19
                                                                  
<PAGE>
PART I - Item 1
<TABLE>
<CAPTION>
                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                                                                January 30,              October 31,
                                                                                    1999                     1998
                                                                                             (unaudited)
<S>                                                                     <C>                      <C>
                                                                         -----------------------   ----------------------           

CURRENT ASSETS:
                 Cash                                                    $                576,019 $                161,271
                 Accounts receivable                                                    3,605,165                3,069,699
                 Inventory                                                              1,648,977                1,843,927
                 Current portion of deferred tax asset                                    330,000                  330,000
                 Other current assets                                                     457,044                  222,970
                                                                          -----------------------   ----------------------
                   TOTAL CURRENT ASSETS                                                 6,617,205                5,627,867
                                                                          -----------------------   ----------------------
PROPERTY AND EQUIPMENT - net of accumulated depreciation                                9,384,822                9,174,063


OTHER ASSETS:
                 Intangible assets - net of accumulated amortization                    9,459,653                9,595,915
                 Deferred tax asset                                                     1,661,000                1,661,000
                 Other assets                                                             312,973                  114,658
                                                                          -----------------------   ----------------------
                   TOTAL OTHER ASSETS                                                  11,433,626               11,371,573
                                                                          -----------------------   ----------------------
TOTAL ASSETS                                                             $             27,435,653 $             26,173,503

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
                 Accounts payable                                        $              2,760,941 $              3,007,630
                 Current portion of customer deposits                                      61,460                   58,360
                 Accrued expenses                                                       1,324,795                1,104,871
                 Current portion of long term debt                                        306,835                  601,570
                 Current portion of obligations under capital lease                       127,630                  119,995
                                                                          -----------------------   ----------------------
                   TOTAL CURRENT LIABILITIES                                            4,581,661                4,892,426
                                                                          -----------------------   ----------------------
                 Long term debt                                                         1,257,894                1,428,807
                 Long term obligations under capital lease                                150,161                  210,203
                 Line of credit                                                        10,465,793                8,783,793
                 Long term portion of customer deposits                                   943,885                  893,145
                                                                          -----------------------   ----------------------
                   TOTAL LIABILITIES                                                   17,399,394               16,208,374
                                                                          -----------------------   ----------------------
STOCKHOLDERS' EQUITY:
                 Common stock - $.001 par value, 20,000,000                                10,304                   10,288
                 authorized shares, 10,303,758 issued 
                 shares at January 30, 1999 and
                 10,287,187 issued shares at October 31, 1998.
                 Paid in capital                                                       23,080,033               23,080,049
                 Accumulated deficit                                                  (12,885,328)             (12,956,458)
                 Treasury stock, at cost, 50,000 shares                                  (168,750)                (168,750)
                                                                          -----------------------   ----------------------
                   TOTAL STOCKHOLDERS' EQUITY                                          10,036,259                9,965,129
                                                                          -----------------------   ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $             27,435,653 $             26,173,503
                                                                          =======================   ======================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                  VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS




                                                                                             Three Months Ended
                                                                                        January 30,          January 24,
                                                                                          1998                  1999
                                                                           ----------------------------------------------           
                                                                                                    (unaudited)
                                                                           ----------------------------------------------
<S>                                                                       <C>                       <C> 
SALES                                                                          $          5,880,846 $          4,407,086

COST OF GOODS SOLD                                                                        2,031,014            1,942,154

GROSS PROFIT                                                                              3,849,832            2,464,932

OPERATING EXPENSES:
                 Selling, general and administrative expense                              2,716,990            2,017,100
                 Advertising expenses                                                       688,541              640,897
                 Amortization                                                               151,614              120,706
                                                                            -----------------------   -------------------
TOTAL OPERATING EXPENSES                                                                  3,557,145            2,778,703
                                                                            -----------------------   -------------------
PROFIT (LOSS) FROM OPERATIONS                                                               292,687             (313,771)

OTHER INCOME (EXPENSE):
                 Interest - net                                                            (221,557)            (151,284)
                 Miscellaneous                                                                    0                  403
                                                                            -----------------------   -------------------
TOTAL OTHER INCOME (EXPENSE)                                                               (221,557)            (150,881)
                                                                            -----------------------   -------------------
PROFIT (LOSS) BEFORE INCOME TAXES                                                            71,130             (464,652)

PROVISION FOR INCOME TAX BENEFIT                                                                  0                    0
                                                                            -----------------------   -------------------
NET INCOME (LOSS)                                                              $             71,130 $           (464,652)
                                                                            -----------------------   -------------------
NET INCOME  (LOSS) PER SHARE - BASIC                                           $               0.01 $              (0.05)
NET INCOME  (LOSS) PER SHARE - DILUTED                                         $               0.01 $                 (a)
                                                                            =======================   ===================
Weighted Average Shares Used in Computation - Basic                                      10,250,901           10,162,759
Weighted Average Shares Used in Computation - Diluted                                    10,965,327                   (a)

(a) Potential shares are anti-dilutive.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                   VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                        Three months ended
                                                                                                January 30,              January 24,
                                                                                                   1999                     1998
                                                                                      ----------------------------------------------
                                                                                                            (unaudited)
                                                                                      ----------------------------------------------
<S>                                                                             <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net profit/(loss)                                                     $                 71,130 $               (464,652)
          Adjustments to reconcile net income(loss) 
            to net cash provided by operating activities:
           
            Depreciation                                                                         333,389                  292,674
            Amortization                                                                         151,614                  120,706
            (Increase) Decrease in deferred tax asset                                                  0                        0
            (Gain) loss on disposal of property and equipment                                    (13,117)                 (13,029)

          Changes in assets and liabilities (net of effect of acquisitions):
            (Increase) Decrease in accounts receivable                                          (535,466)                 142,313
            (Increase) Decrease in inventory                                                     194,950                  136,988
            (Increase) Decrease in other current assets                                         (234,074)                 131,602
            (Increase) Decrease in other  assets                                                 (62,053)                (149,694)
            (Decrease) Increase in accounts payable                                             (246,690)                 (63,016)
            (Decrease) Increase in customer deposits                                              53,840                   13,242
            (Decrease) Increase in accrued expenses                                              219,924                   86,409
CASH PROVIDED BY OPERATING ACTIVITIES                                                            (66,554)                 233,543
                                                                                     -------------------      -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
          Purchase of property, plant and equipment                                             (550,553)                (414,100)
          Proceeds from sale of fixed assets                                                           0                   13,029
          Cash used for acquistions                                                             (132,090)              (1,331,169)
CASH USED IN INVESTING ACTIVITIES                                                               (682,643)              (1,732,240)
                                                                                     -------------------      -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds (paydown) of line of credit                                                 1,682,000                  742,600
          Proceeds from debt                                                                           0                1,365,489
          Principal payment of debt                                                             (518,055)                (243,461)
          Sale of common stock                                                                         0                   10,950
CASH PROVIDED BY FINANCING ACTIVITIES                                                          1,163,945                1,875,578

NET INCREASE (DECREASE) IN CASH                                                                  414,748                  376,881

CASH - Beginning of period                                                                       161,271                   93,808
                                                                                
CASH  - End of period                                                           $                576,019 $                470,689
                                                                                     -------------------      -------------------


Cash paid for interest                                                          $                214,444 $                160,952
                                                                                     -------------------      -------------------
NON-CASH FINANCING AND INVESTING ACTIVITIES:
          Equipment acquired under capital leases                               $                 31,113 $                      0
                                                                                     ===================      ===================

</TABLE>
<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 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.       ACQUISITIONS


         On  November  29,  1998,   the  Company   completed   the  purchase  of
         substantially  all of the  assets of  Russell  Distributing,  a company
         engaged  in the  distribution  of  spring  water  and  cooler/dispenser
         equipment for home and office  customers  with its  principal  place of
         business in Merrimack,  New Hampshire. The purchase price of the assets
         was $200,000.  The purchase was paid for with  $132,000 of cash,  which
         was funded  through the Company's  acquisition  line of credit at First
         Union Bank, the issuance of 8,571 shares of the Company's  common stock
         and the assumption of a $38,000 liability.

<PAGE>
4.       LINE OF CREDIT

         As of January  30,1999 the  Company's  unused  working  capital line of
         credit was $1,000,000.

5.       COMMITMENTS
         In order to  increase  production  capacity  the Company has leased new
         production  equipment.  The  equipment  includes a bottle  labeler  and
         related equipment for the PET facility in Randolph,  Vermont as well as
         a 5 gallon  filling line and related  equipment for the home and office
         production facility in Randolph, Vermont. The leasing of this equipment
         is for an  aggregate  of  $192,080  and is being  financed by a capital
         lease with KeyCorp leasing.  The lease is for seven years with a $1 buy
         out at the end of that term.

6.       SUBSEQUENT EVENT

         On March 16, 1999 Vermont Pure Holdings, Ltd. announced that it had 
         terminated its distribution agreement with Coca-Cola Enterprises on 
         March 12, 1999 effective April 11, 1999. The Company has entered into 
         contracts with independent Snapple distributors to market Vermont Pure
         Spring Water in the territory by Coca Cola Enterprises.

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 three months of fiscal year 1999 were $5,881,000, an
increase of  $1,474,000 or 33% over sales of  $4,407,000  for the  corresponding
period last year.  Excluding sales  attributable to acquisitions made subsequent
to the first  quarter of 1998,  sales in the first  three  months of fiscal year
1999 were 14% over the  corresponding  period last year.  This 14%  increase was
accounted for in the following  distribution  channels:  5% attributable to home
and office,  6%  attributable  to Vermont Pure sizes, 5% attributable to private
labels and a decrease of 2% attributable to secondary labels. The AKVA brand had
no material impact on sales.
<PAGE>
Sales for retail-size  products increased $ 383,000 or 17%, for the three months
of fiscal  year  1999  compared  to the  corresponding  period a year  ago.  The
increase was a result of volume  increases  related to the  continued  growth of
both the Vermont  Pure 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 three months ending  January 30,
1999 were down 3% for the  corresponding  period from the previous year. This is
indicative  of the  competitive  marketplace  as well as the increase in private
label brands.

Sales for the home and office  division  increased  $1,091,000  or 52%,  for the
first three months of fiscal year 1999 compared to the  corresponding  period of
the prior year.  Exclusive  of  acquisitions,  sales of home and office  related
products  increased  approximately 12% the first quarter of fiscal 1999 compared
to the same period last year.  This is reflective of increased  category  growth
and brand awareness.

Cost of Goods Sold - For the first three  months of fiscal  1999,  Cost of Goods
Sold was  $2,031,000  compared to $1,942,000  for the same period in fiscal year
1998  resulting in gross profits of $3,850,000 or 65% of sales.  The increase in
gross  profit for the three month period was due to a  considerable  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. Raw material  pricing  remained stable  throughout
the first  quarter  of 1999.  However,  the  Company's  PET  bottle  prices  are
dependant 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 three months of fiscal year 1999 compared to
the  corresponding  period in fiscal year 1998,  total  operating  expenses were
$3,557,000 and $2,779,000,  an increase of $778,000 or 28%. Selling, general and
administrative expenses increased by $700,000 or 35%, for the first three months
of fiscal 1999. The increase in these costs was primarily due to the addition of
the operating  costs of the 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 increase of $48,000 in
advertising and promotion  expenses for the respective periods was due to higher
expenses  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  three  months of fiscal  year 1999,  amortization
increased $ 31,000  from the same  period one year ago as a result of  increased
goodwill from new acquisitions.
<PAGE>
Profit From  Operations - Profit from  operations  for the first three months of
fiscal 1999 was $293,000 as compared to a loss of $314,000 for the corresponding
period last year, an improvement of $607,000. 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  $70,000 for the first
three months of fiscal year 1999 compared to the corresponding  period 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 income for the first three months of fiscal 
year 1999 was $71,000 compared to a net loss of  $465,000 for the  corresponding
period last year, an improvement of $536,000. The increase in net income for the
first three months is indicative of the improvement in results of operations 
more than offsetting increased interest charges to finance growth through 
acquisitions.

Possible Effect Of Change In Major Distributor - On March 12, 1999 the company 
advised Coca Cola Enterprises ("CCE") of the Company's termination of its 
distribution agreement with CCE effective April 11, 1999.  The Company has 
simultaneously entered into distribution agreements with independent Snapple 
distributors throughout southern New England, New York, and New Jersey. In view
of an announcement by Coca Cola USA that it intends to market its own brand of 
purified (not spring) water this year, and the likelihood that CCE will 
distribute that brand when it is introduced, the Company beleives it will be 
better served by controlling the timing of any change in distributors to 
conincide with the onset of the warm weather selling season in the Northeast.
The Company expects to make the transition successfully and without significant
disruptions in distribution. However, as discussed in the Company's Form 10-KSB 
for the 1998 fiscal year, it is possible that the transition could have a 
negative impact on earnings and/or cash flow as a result of lower pricing 
volume, possibly higher transport costs, and other inefficiencies involved in 
bringing on a new system of distributors.

                         Liquidity and Capital Resources

The net cash outflow from  operations was $67,000  compared to a net cash inflow
of  $234,000  for the same  period  last  year.  This  decline of  $301,000  was
attributable  to an accounts  receivable  buildup with a few large vendors.  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.
<PAGE>
As of January 30, 1999, the Company had working  capital of $2,035,000  compared
to $735,000 on October 31, 1998,  the end of the last fiscal year.  The increase
in working capital of $1,300,000  reflects,  primarily,  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 March 11, 1999 the Company
had borrowed  $2,355,000  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 7.84% on the outstanding loan balance.  The facility is secured
by all the  inventory,  receivables  and  intangible  assets of the  Company and
expires April 2003.

At October 31, 1998, the Company had recorded a deferred tax asset of 
$1,991,000.  No adjustments were made to this amount through the first quarter 
of 1999.  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 CoreStates 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 Year 2000.
This is commonly referred to as the "Year 2000" or "Y2K" problem.

State of Readiness. The Company is assessing its state of readiness for dealing
with  the  Year  2000  problem.  It is  investigating  its  information
technology  ("IT") systems and  non-information  technology  ("NIT") systems for
readiness,  and expects that some remediation  will be necessary.  The Company's
evaluation,  as well as any related contingency plan, is expected to be complete
by the end of the fiscal second quarter. With respect to IT systems, the Company
expects  that it will be  necessary to complete  certain  internal  hardware and
software upgrades.  With respect to NIT systems, among other things, the Company
is examining its production equipment for Year 2000 readiness.  In addition, the
Company  has  begun 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.  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.
<PAGE>
Costs. The Company does not currently have an estimate of its projected total 
expenditures  related to Year 2000 compliance  efforts. It expects to have an 
estimate by the end of the fiscal second  quarter.  To date,  the Company has
not  incurred  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. As the Company's assessment of its Year 2000 exposure is not yet 
complete,  the Company  cannot fully and  accurately  quantify the impact of its
reasonably  likely worst case Year 2000 scenario at the present  time.  However,
the  Company  does not  expect  the  Year  2000  problem  to  create a  material
disruption in the Company's  business or have a material financial impact on its
operations.  In general,  the Company does not rely on electronic  technology to
produce or distribute its product. 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  developing  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. By the end of the fiscal second quarter,  the
Company expects to more completely define these issues, quantify their potential
impact and complete the development of contingency plans.

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


<PAGE>
PART II - Other Information

Item 1 - Legal Proceedings

         None

Item 2 - Changes in Securities

(a)      None

(b)      None

The Company issued 8,571 of its unregistered  common shares on November 29, 1998
as part of the purchase of the assets of Russell Distributing.  The price of the
stock on that date was $3.50 per share.

Item 3 - Defaults upon Senior Securities

         None

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

         None

Item 5 - Other Information

On March 16, 1999 Vermont Pure Holdings issued the following press release:
          
Vermont Pure Holdings, Ltd. Announced today that it gas terminated its 
distribution agreement whit Coca-Cola Enterprises effective April 11,1999. The 
Company has entered into contracts with independent Snapple Distributors to 
markedt Vermont Pure Natural Spring Water in the territory previously serviced 
by Coca-Cola Enterprises.  " We are excited about moving our business to the 
independent Snapple syste, " said Tim Fallon chairman and CEO of Vermont Pure 
Holdings, Ltd. "Snapple, under the management of the TRIARC Beverage Group, has
experienced a resurgence in the last two years. Their cold bottle-focus and 'up
and down the street' capabilities make for a terrific combination with Vermont 
Pure."

The new distributor lineup included seven distributors that service 50,000 
outlets n the metropoolitan New York-New Jersey area, the company's most 
successful market. In addition, another ten distributors, with similar volume of
retail coverage, will sell Vermont Pure Throughout southern New England and west
central New York State.

Fallon added, "while we anticipate that this will be a challenging transition in
the near-term, we are convinced that the Snapple-Vermont Pure marketing 
relationship will enable us to continue the momentum that both the company and 
industry have experienced in recent years."

"These established independent entrepreneurs understand the dynamics of bottled
water and theopportunity that Vermont Pure brings to their system," contunued 
Fallon.

"Vermont Pure Springs distributes its retail products from Maine to the 
Carolinas and as far West as Michigan and Ohio. With this distribution change, 
it is expected that 60% of Vermont Pure retail brend sales will be through 
independent Snapple Kistributors."

Reference is made to the Company's 10-KSB for the year ended October 31, 1998 
where more information can be foud concerning the Company's relationship with 
CCE.
<PAGE>
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       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.)

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.)
<PAGE>
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).

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).
<PAGE>
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.
<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 16, 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)