FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)
(X)  ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES  EXCHANGE ACT OF
     1934 (FEE REQUIRED)

For the fiscal year ended April 30, 2000

or

( )  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 (NO FEE REQUIRED)

For the transition period from
                               -----------------------------

Commission File Number      0 3928
                        -------------

                            WELLINGTON HALL, LIMITED
                            ------------------------
                 (Name of small business issuer in its charter)

        NORTH CAROLINA                                           56-0815012
        --------------                                           ----------
(State or other jurisdiction of                             (I. R. S. Employer
 incorporation or organization)                             Identification No.)

            425 JOHN WARD ROAD                                     27295
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number, including area code:   336-249-4931

Securities registered under section 12 (b) of the Exchange Act:  NONE

Securities registered under Section 12(g) of the Exchange Act:

                           COMMON STOCK (NO PAR VALUE)
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act 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 [ ]

     Check if there is no disclosure  of  delinquent  filers in response to item
405 of  regulation  5-b  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment. (X)

     State issuer's revenues for its most recent fiscal year: $ 5,395,680

     State  the   aggregate   market   value  of  the   voting   stock  held  by
non-affiliates,  computed by reference to the price as which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.  (See  definition  of  affiliate in Rule 12b-2 of the Exchange
Act): Approximately $78,214 as of July 28, 2000.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity as of the latest  practicable  dated:  3,823,220  shares of Common
Stock (No Par) as of July 28, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

     1. Portions of the Company's  Annual Report to Shareholders  for the fiscal
year ended April 30, 1999, are incorporated by reference into Part II.

     2. Portions of the Company's Proxy Statement for the 1999 Annual Meeting of
Shareholders  are  incorporated  by reference into Part III

     Transitional Small Business Disclosure Form (Check One)

         Yes (   )      No ( X )

                                       -1-
<PAGE>

                                     PART I

Item 1.   Description of Business

General

     The Company  manufactures  and imports high quality wooden home  furniture.
The  manufacturing  operation  involves the machining,  sanding,  assembling and
finishing of components  and other raw  materials.  The  Company's  products are
distributed  nationally through full-service retail stores, mail order catalogs,
the internet and  unaffiliated  trade  showrooms  that service the  professional
designer.

     The  Company  owns a lumber  processing  mill and  furniture  manufacturing
facility  located in San Pedro Sula,  Honduras,  Central  America (the "Honduran
Facilities").  Wellington Hall Caribbean  Corporation  ("WHCC"),  a wholly-owned
subsidiary of the Company,  serves as a sales and  distribution  company for the
Honduran Facilities. WHCC is a North Carolina corporation organized in December,
1988 and is located in Lexington,  North Carolina. Muebles Wellington Hall, S.A.
("MWH"), the Honduran subsidiary of WHCC, located in San Pedro Sula, manages and
operates the Honduran Facilities.

     The  Company has  developed  and  adopted a  marketing  plan that  includes
strategic measures such as (i) augmenting the Company's traditional product line
with new  categories  of home  furnishing  products  such as mirrors and Chinese
antiques,  (ii)  augmenting  the Company's  traditional  product line with lower
priced products produced by foreign  manufactures (other than and in addition to
the Company's  Honduran produced goods),  (iii) updating and upgrading  catalogs
and other sales aids in all  distribution  channels,  (iv) operating a full time
retail  outlet,  and (v)  beginning  in fiscal  year 2001,  to develop off shore
suppliers  for the  Company's  products  produced  in the past at the  Company's
Lexington facility. See "Business--Markets."

     In pursuit of this strategy the Company has established a relationship with
a number of foreign  manufactures  whose  products  the Company is  distributing
exclusively,  or are  manufacturing  the Company's new designs for distribution,
or,  beginning  in fiscal year 2001,  manufacturing  a portion of the  Company's
traditional product line manufactured domestically in the past. In addition, the
Company formed a relationship with Furniture Classics (see below) an importer by
which the Company is supplied several  categories of products for distribution..
The Company first begin marketing new designs form foreign suppliers in February
of 1998 and  formally  introduced  these  products,  and  products  supplied  by
Furniture  Classics,  at the High Point  International  Furniture Market held in
April 1999 and made the initial shipments of these goods in the first and second
quarter of fiscal year 1999.  The Company has  continued  to expand the resource
base of foreign  manufacturers  and  introduced  their  products  at each of the
furniture markets held  semiannually in April and October.  The Company does not
have a contractual relationship with the primary manufacturer of these products.
<PAGE>

     In March of 1999, the Company and Furniture  Classics Limited (FCL) entered
into a verbal agreement  whereby FCL would supply the Company a line of mirrors,
chinese  antiques,  and other  products  from their  foreign  sources  which the
Company would market exclusively. Under this agreement R. Douglas Ricks, the FCL
president  become a shareholder  by investing  $27,000 for 100,000 shares of the
Company's common stack, was elected a Director,  and has assisted  management in
developing  additional products to further exploit these new sources. As part of
the  agreement and to enhance  Company sales and possibly  finance the growth of
these sales,  FCL received  certain  incentives in the form of warrants.  At the
High  Point  International  Furniture  Market  held in April  1999  the  Company
displayed  these  products  and initial  shipment of a portion of the  resulting
orders were  reflected in the  Company's  sales during the fiscal first  quarter
ending on July 31, 1999 and  continued  through out fiscal year 2000.  On May 4,
1999 Company and FCL executed a contractual  agreement and on May 21, 1999,  FCL
invested  $27,000 by the before  mentioned  agreement for 100,000  shares of the
company's  common stock. The funds from the investment were utilized to purchase
inventory  specifically  for showroom  samples of new product  introduced at the
April 1999 International Furniture Market held in High Point, North Carolina and
to support the shipment of orders received for mirrors. On October 31, 1999, FCL
exercised a warrant and invested $30,000 by the before  mentioned  agreement for
100,000 shares of the company's common stock. The funds from the investment were
utilized to purchase inventory (see Managements  Discussion and Analysis and the
Proxy Statement).

     In addition to the foregoing,  the Company recruited an experienced  senior
executive  to lead its sales and  marketing  function.  In September  1996,  the
Company  employed  Arthur F.  Bingham for the newly  created  position of Senior
Executive Vice President of Sales and Marketing.  Mr. Bingham is responsible for
directing  and  overseeing  all  aspects of the  Company's  sales and  marketing
activities with the goal of assuring  continuing growth in profitable sales. Mr.
Bingham also represents the Company exclusively in the states of North Carolina,
South Carolina and Virginia.  Mr. Bingham's employment  arrangement provides for
several  incentives  for him to assist the Company in increasing  sales revenues
(see Managements Discussion and Analysis and the Proxy Statement).

     Management  believes that the highly leveraged  position of the Company has
impeded  its  ability to pursue  strategies  designed  to improve its results of
operations.  In  response,  the Company has  pursued a number of  strategies  to
improve its financial condition by raising equity capital, reducing indebtedness
and increasing  working  capital.  Certain  elements of  management's  plan were
implemented or developed in fiscal year 1997.

                                       -2-
<PAGE>

     In connection with the employment of Arthur F. Bingham as Senior  Executive
Vice President of Sales and Marketing, Mr. Bingham made a loan to the Company of
$285,694.  On February 12, 1997, Mr. Bingham  purchased 600,000 shares of Common
Stock  at a  price  of  $.50  per  share,  which  purchase  price  was  paid  by
cancellation of the foregoing loan and for an additional  investment of $14,306.
The Company used the funds  provided by Mr.  Bingham to reduce its  indebtedness
and provide  working  capital.  The Company  also granted  stock  options to Mr.
Bingham  and to Mr.  Ralph  Eskelsen,  manager of the  Honduran  Facilities,  as
incentives  to these  key  employees.  Mr.  Eskelsens  options  expired  without
execution.

     The  Company  successfully  negotiated  with its  lenders to amend its loan
agreements  therewith to provide more favorable  terms. On January 16, 1997, the
Company  obtained an  additional  $250,000 line of credit from  Lexington  State
Bank. In addition, on March 10, 1997, the Company entered into an agreement with
the Overseas Private Investment  Corporation ("OPIC") to restructure its loan to
reduce principal payments until July 1997 (with the deferred payments to be made
in a larger  balloon  payment at the end of the term of the loan in 1999) and to
lower the interest rate. The effect of the restructured  loan was a reduction to
the Company's cash requirements for scheduled principal payments for fiscal 1997
and 1998 of $247,748 and $123,874, respectively, which contributed significantly
to the Company's working capital and cash flow for these years. The restructured
OPIC  loan  also  reduced  the  interest  rate  from 12% to 10% per  annum.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations."

     On February  21,1997,  the Company filed a registration  statement with the
Securities and Exchange Commission for the offer and sale of 1,689,887 shares of
its common  stock.  The shares were to be offered first to the holders of record
of its  outstanding  common  stock  as of a date at or about  the time  that the
registration  statement was to becomes  effective,  who would have had the right
for thirty days to purchase one  additional  share for each share then held at a
price of $.50 per share.  Each Wellington Hall shareholder as of that date could
also have subscribed  within that thirty day period for additional  shares,  and
any available  shares would have been sold to  shareholders  who have subscribed
therefor on a pro rata basis. Any shares still remaining after the expiration of
the offering to Wellington Hall shareholders could have been sold to persons who
were not directors, officers or shareholders of Wellington Hall.

     Primarily  because of the  operating  losses  experience in fiscal 1997 and
beyond, the aforementioned stock offering was canceled and there are no plans to
pursued the matter  further.  The legal and  related  costs  associate  with the
offering were expensed during fiscal 1998.

     On April 23,  1999,  Ernst B. Kemm,  upon the Board of  Directors  approval
purchase 1,333,333 shares of the Company's common stock for $400,000 or $.30 per
share. The purpose of the funds was to reduce trade payable with certain vendors
and sales  representatives,  finance new sales aids, finance the purchase of raw
materials  for the  Company's  Honduran  facility and to finance the purchase of
furniture from off shore manufacturers.

     On April 30,  2000,  Ernst B. Kemm,  upon the Board of  Directors  approval
executed a Loan Term loan with the Company  whereby the Company can borrow up to
$110,000 to finance the purchase of inventory  from off shore  suppliers.  Under
the terms of the loan,  interest will be paid monthly on the outstanding balance
at a rate of 1 1/2 per above prime as established by Lexington  State Bank. Upon
notification by Mr. Kemm, the outstanding balance will be due on the last day of
the thirteenth month following the receipt of notification.  The Company has the
right to make payments  against the balance from time to time. On April 30, 2000
the Company borrowed &55,000 against this loan.

     On April  19,  1999,  Hoyt M.  Hackney,  the  Company  President,  with the
majority  of the Board of  Directors  approval  , agreed to alter the  "Deferred
Compensation  Agreement"  between Mr.  Hackney and the  Company.  The  agreement
allows  that upon  retirement,  at age 62 or older,  or upon his death he or his
estate  would  received  $50,000  per year for a period of ten years  (see Proxy
Statement).  The Company has accrued the  expensed of this  obligation  over the
last twelve  years and is scheduled  to continue  that expense  until the sum of
$300,000 has been accrued. At April. 30, 2000 the Company's Balance Sheet stated
a $312,000 long term liability as a result of this accrual.

     The revisions to the "Deferred Compensation Agreement",  not yet finalized,
are  expected to reduce the  compensation  to $20,000 per year but, in any even,
not before May 1, 2005.  In exchange  Mr.  Hackney  would  receiving  restricted
stock,  1,000,000  shares of common stock at $.30, which could not be sold until
after  retirement or death and then only in increments of 1/10 of the shares per
year for a period of 10 years. This action,  if finalized,  could capitalize the
$300,000  liability and thus remove the long term  liability  from the Company's
balance sheet when the transaction is executed.

     The  primary  purpose  of  the  revisions  to  the  "Deferred  Compensation
Agreement"  was as an  incentive to the  Company's  lenders to  restructure  the
outstanding  loan whereby the potential outlay of $50,000 per year is removed or
delayed to potentially enhance the Company's ability to repay its debt.

     Subsequent  to the end of fiscal  year ended April 30, 1999 and on June 16,
1999,   Lexington  State  Bank  (LSB)  the  company's  primary  domestic  lender
restructured  the  company's  debt  (See  Management  Discussion  and  Financial
Analysis)  whereby three demand notes with an aggregate  total of $1,550,000 and
one long term note of  approximately  $255,000 were replaced by a long term note
of $1,529,784 with repayment amortized over a period of ten years and short term
$300,000 (a revolving  line of credit) On June 16, 1999 the Company owed $20,000
against the demand note. The demand notes retired carried interest rates ranging
between  prime plus 1% and 1 1/2%.  The long term note  retired  had an interest
rate of prime plus 1.5%.  The new long term and demand notes have interest rates
of prime plus 3/4%.

                                       -3-
<PAGE>

     The effect of the  restructured  LSB debt  reduced the  Company's  "Current
Liabilities"  by  approximately  $967,280 and  depending on the level the Demand
Notes  utilized over time,  hold the Company's  interest and principal to almost
the  level of those  requirements  prior to the  restructuring  of the debt thus
minimizing the effect on the Company's working capital

     On  July  22,  1998,  WHCC  requested  the  Overseas   Private   Investment
Corporation   (OPIC)  waiver  the  principal   payments  due  on  the  company's
outstanding  debt (See  "Management  Discussion and Analysis") on July 31 and on
October 31, 1998. The Company did not received an official reply to that request
but only paid the interest due on those  dates.  Thereafter,  and on January 31,
1999 and on April 30, 1999 the company paid interest due and a reduced principal
payment of approximately  $21,000 versus  approximately  $62,000 required by the
terms of the loan  agreement.  This left the company  with a past due balance on
April 30, 1999 of approximately $207,000.

     After a number of  discussions  between the  Company and OPIC,  the Company
entered a new request on April 23,  1999 to amend the terms of the loan  whereby
OPIC would received $225,000 in preferred stock and with the balance of the loan
to be repaid over a period of six years with a one year being a grace  period on
the repayment of principal.

     The effect on this  request,  had it been granted,  would have  effectively
reduced  the loan  balance  from  approximately  $821,000  at April 30,  1999 to
approximately   600,000;   reduce  interest  expense  by  approximately  $22,550
annually,  and enhance the  company's  effort to restore its sales and profit by
allowing a period to increase working capital.  Since the total debt outstanding
with the OPIC was due on October 31, 1999, the Company's  Balance Sheet reflects
the debt as a "Current  Liability" under "Current maturities on Long Term Debt".
Had OPIC granted the Company's request, approximately $225,000 would have become
equity and the balance  will be  reflected  on the Balance  Sheet as a Long Term
Debt.

     On October 31,  1999 the  Company  was unable to make the  balloon  payment
which had grown to  approximately  $826,479 and,  therefore,  the Company was in
default of the loan  agreement.  The  Company did make the  quarterly  scheduled
interest  payments  on October  31,  1999,  on January 31, 2000 and on April 30,
2000. The acceptance of the interest  payments by OPIC does not in any way alter
the default status of the loan.

     The  Company  agreed in  December of 1999 to bear the expense of having the
OPIC mortgage on the Company's  Honduran facility  extended.  Under Honduran law
the  maximum  length of time a  mortgage  can  remain in effect is ten years and
OPIC's  original  mortgage  was due to expire on April 1,  2000.  All  necessary
actions  have  now  been  completed  and the  original  OPIC  mortgage  has been
effectively  extended for another ten years. The expense of this transaction was
minimal.

     In February of 2000,  the Company's  management  and OPIC personnel met and
discussed  the future  Company plans to satisfying  the principal  balance.  The
Company's  position  was that  additional  time must be given  for it's  current
strategy,  presented to OPIC during the meeting, to produced the growth in sales
and a resulting  level of  profitability  adequate to servicing  the debt and/or
that the  Honduran  facility be sold or and  investor be found with  interest in
part  ownership of that  facility.  The proceeds  from such a sale or investment
could, among other things,  pay off the OPIC loan balance.  Selling the Honduras
facility  and then  contracting  the  production  of the  Company's  products is
consistent  with the  Company's  current  strategy of  becoming a marketing  and
distribution Company for products available from foreign manufacturers.

     On May 1, 2000 the Company and OPIC interred  into a Forbearance  Agreement
which among other things  forebeared OPIC until October 31, 2000 from seeking to
enforce its rights  against the  collateral  under the Loan Agreement due to the
failure  by the  Company to make  payment of  principal  in full,  and  interest
thereon by October 31, 1999, as required under the terms of the loan  agreement.
In  consideration  for OPIC's above stated  agreement to forbear from seeking to
enforce right against the collateral, WHCC agreed to among other things to:

(i)  No later than July 3`, 2000,  pledge, or cause to be pledged,  to OPIC in a
     manner and with documentation (including legal opinions) acceptable to OPIC
     in form and  substance  (once  executed,  such  document  shall  constitute
     "Financing  Documents")  all of the shares of Muebles  Wellington Hall S.A.
     (Muebles); and
(ii) Make  quarterly  interest  payments in the manner and at the  default  rate
     specified in the Loan  Agreement on the full,  unpaid  balance of the loan,
     effective as of October 31, 1999; and
(iii)Exercise  its best  efforts to sell  Muebles at a net value  sufficient  to
     repay  OPIC's debt in full,  and to cover  OPIC's cost of  collection,  and
     commencing May 1, 2000, provide a written report to OPIC on a monthly basis
     regarding the Company's efforts to sell Muebles.  The terms of any proposed
     sale are subject to OPIC's prior  approval,  and all of the proceeds of any
     sale shall be  payable to OPIC,  in a manner  OPIC may  specify,  up to the
     amount owing to OPIC under the Financial Document; and
(iv) As may be requested  by OPIC,  WHCC shall  cooperate  fully to provide OPIC
     with a written appraisal,  or work with such broker as OPIC may identify to
     expeditiously sell Muebles,  subject to the provisions of the last sentence
     of subparagraph (iii) above.

     On May 31, 2000 the  Forbearance  agreement  was amended  whereby item (ii)
above was  revised  to read:  Make  quarterly  interest  payments  in the manner
specified  in the Loan  Agreement  on the  full,  unpaid  balance  of the  loan,
effective  as of  October  31,  1999;  and in lieu of  making  penalty  interest
payments on each  quarterly  payment date specified in the Loan  Agreement,  the
Company shall pay a total penalty charge of $25,138.7 on October 31, 2000, which
represents the penalty interest that will accrue during the Forbearance  Period,
computed on the basis of 360-day years of twelve 30-day months.

                                       -4-
<PAGE>

     This amendment to the  forbearance  agreement  allows the difference in the
10%  interest  rate on the OPIC loan balance in effect prior to October 31, 1999
and the default  interest  rate of 13% included in the Loan  Agreement  would be
added to the outstanding principal balance quarterly. On January 31, 2000 and on
April 30, 2000 the principal balance was increased  accordingly and on April 30,
2000 the outstanding balance was $838,876.34.

     On April  30,  2000  Ernest  B. Kemm  agreed,  upon the Board of  Directors
approval,  to loan the Company up to  $110,000  to be used to finance  furniture
purchases  from  offshore  source.  At April 30, 2000 the Company  owed  $55,000
against this loan.

     The Company's business was founded in 1964, and the Company is incorporated
in North Carolina.  The Company's  principal  office is located at 425 John Ward
Road, Lexington, North Carolina 27295, telephone (336) 249-4931.

Products

     The Company's products include occasional living room tables,  dining room,
and bedroom furniture, modular wall systems, entertainment cabinets (for storage
of televisions,  stereo equipment and video cassette recorders,  etc.),  console
tables, mirrors, coffee tables, commodes and other occasional and accent pieces.
The product line generally represents an eclectic collection of reproductions or
renderings  of 18th and 19th century  English,  American  and French  styles and
Chinese  Antiques.  Many  of the  Company's  18th  century  English  and  French
reproductions and other designs are offered exclusively by the Company.

     The Company  imports to its  domestic  facility  certain of its designs for
finishing when the domestic  production  costs for such designs are prohibitive.
These imported designs are assembled in the Honduran  Facilities and finished in
the Company's  Lexington,  North  Carolina  facility and includes solid mahogany
dining chair frames, occasional items and poster beds. Sales of imported designs
have  increased  over  time as a  result  of the  Company's  acquisition  of the
Honduran  Facilities.  As described  herein below,  WHCC,  the  Company's  North
American  subsidiary,  distributes  the  products  manufactured  at the Honduran
Facilities,  and during fiscal 2000, such products  accounted for  approximately
42% of the  Company's  consolidated  sales (net of inter company  sales),  while
products  produced  domestically  by the Company  accounted for about 48% of its
consolidated sales.  Unfinished  furniture imported from the Honduran Facilities
accounted for about 26% of the Company's  domestically-produced  sales,  and the
number of imports for finishing from elsewhere was negligible. In addition, WHCC
furnished the Company's  domestic  operations with  approximately 15% of certain
forms of wood utilized in domestic production.  The balance of the raw materials
utilized  by  the  Company's  domestic  operations,   including  plywood,  brass
decorating hardware, finishing material and packing material, are purchased from
domestic sources.  The sale of products imported from foreign sources other than
the Honduran  facility  accounted for about 10.5% of the Company's  consolidated
sales.

     WHCC markets to the U.S. furniture  industry  (including the Company) three
categories  of  unfinished  products  manufactured  by the Honduran  Facilities,
including:  (i) raw  materials  in the form of  wooden  dimension  stock  (rough
parts); (ii) unfinished  assembled items for furniture such as occasional tables
and dining chair frames;  and (iii) components  (turnings and carvings) utilized
in  domestic  production  (OEM  sales).  The  majority  of sales  utilize  solid
mahogany, but the Company also uses Laurel, Pine and San Juan Areno.

     WHCC also markets  directly to the retail trade a bedroom,  dining room and
occasional  table group fully produced and finished in the Honduran  Facilities.
By  assembling  and  finishing  the  group in  Honduras,  significantly  greater
advantage of  plentiful,  less costly  labor and lower  overhead can be realized
which result in a lower retail purchase price for the Honduran - produced group.
This lower  price,  along with the  utilization  of solid  "Honduran  Mahogany,"
recognized  by the  world  trade as one of the  premier  hardwoods,  allows  the
Company to compete  within its market  niche.  All of the wood  utilized  by the
Company's  Honduran  Facilities  is  harvested  from  segments of forests  under
sustainable management programs.

Markets

     The Company utilizes several different avenues of distribution. The Company
distributes its finished  products to the designer trade,  retail stores,  trade
showrooms,  the internet  and  consumer  catalogues.  The  following  discussion
describes the views of the Company regarding each avenue of distribution for its
finished products.

Designer Trade

     The Company  believes  that the  designer  trade has become one of the more
viable outlets for its primary product niche,  traditional,  high-end furniture.
From the Company's  perspective,  the advantage of this outlet is that virtually
all sales are "special order," negating the need for promotional discounts,  and
the  disadvantages  are the  relatively  low sales volume per account versus the
cost of sales aids  necessary to service the account,  the  requirement  that it
grant  credit  to  accounts  with  limited  assets  and  with a  limited  credit
histories,  and the  inadequate  means the designer  normally  has  available to
receive  delivery and service his  customer.  Since  decorators do not generally
stock or display a significant amount of products, they are largely dependent on
the availability  and quality of the Company's sales materials,  and as such, it
is  important  for the Company to create  and/or  improve and maintain its sales
aids,  including  but not  limited  to  photography  and  catalogs  for both the
Company's and WHCC's products.

                                       -5-
<PAGE>

     As part of the  Company's  strategy to increase  its sales,  the Company is
giving a high priority to  maintaining  quality sales  materials.  During fiscal
1999, the Company's  financial position  prohibited the publication of new sales
catalogs and some new products  were neither  photographed  or  cataloged.  With
additional  funds received late in the fiscal year, a new bedroom and occasional
furniture  catalogs have been produced and issued including products produced at
the Company's Honduras facility and marketed by WHCC.

Retail Stores

     Retail stores are a desirable outlet for the Company's products because the
potential  volume of sales is relatively high and certain retail stores do stock
and  display  the  Company's  products.  The  Company  does not,  however,  have
contractual  relationships with such retail stores. The Company and a particular
retail  store may have an  informal  understanding  at the time that the Company
sells its  products  to such a store,  which  understanding  may  relate to such
things as amount of the Company's  products to be displayed on the store's floor
space, pricing and dating for payment purposes. The Company's use of this outlet
has declined over several years for various  reasons,  including but not limited
to the fact that many dealers within the industry have gone out of business.  In
addition,  the Company has been unable to compete  effectively  with the invoice
dating  policy (e.g.  "buy now,  pay nothing  until  later")  employed by larger
manufacturers  because such a policy increases  receivables and drains available
cash. The Company  believes that its inability to compete with such a policy has
induced many  dealers not to consider  the  Company's  products  when  assigning
available  floor  space  and  when  assigning  resources  for  warehouse  stock.
Accordingly  and in the absence of a display or stock,  a growing  percentage of
the Company's  orders received from retail stores are for items which the dealer
can only sale by utilizing the Company's  catalogs,  a circumstance that further
necessitates  the creation  and/or  improvement and maintenance of the Company's
sales aids. See--"Designer Trade."

Internet

     Early in 1996 the company  added its own home page to the internet and with
limited  expense had essentially the entire product line added by Design On Line
(wellngtonhallltd.com).  Design on Lines sales  access to it file to  designers.
The Home Page and the Design On Line site only provides  (hits)  inquiries which
can be passed  on to  dealers.  In late  spring of 1999,  a  furniture  internet
retailer, Furniture.Com. began selling the Company's WHCC product. The resulting
sales  increased  to a  significant  level  until  late in June  2000  when  the
Company's products were removed from Furniture.com's product presentation on the
internet.  This remove was made without  explanation.  The Company is evaluating
adding its products to other internet retailers.

Trade Showrooms

     The Company  maintains a showroom in High Point,  North Carolina to display
its product line during the semiannual  International  Furniture  Market held in
that city in the fall and spring of each year and is  affiliated  with a limited
number of trade showrooms, that are accessible only to the professional designer
and not generally  open to the public,  in some major markets and design centers
around the country.  Trade  showrooms  generally  target the affluent  customer,
which tends to be the Company's ultimate  customer,  and as such, they have been
an important outlet for the Company in past years. However, the Company believes
that this outlet has  diminished  in  importance  somewhat  over the last decade
because  of  "Gallery  Programs"  sponsored  by  the  larger  manufacturers  and
retailers  under which retail  stores act in large part as competing  showrooms,
offering substantial  discounts to induce designers to purchase from them. It is
the opinion of the Company that trade  showrooms sales have diminished to such a
low level  that they are no longer of  significant  to the  Company's  marketing
efforts.

Consumer Catalogs

     Consumer  catalogs are a means of distribution  that has not been available
to or  utilized  by the  Company  prior to late  1996.  Since the  October  1996
Furniture  Market held in High Point N.C., the Company has had a limited portion
of its product lines included from time to time in the catalogs of major catalog
companys.  The  Company  does  not  have a  contractual  relationship  with  the
aforementioned  catalog  companys  though the Company does expect certain of its
products to be similarly  included in future editions.  The catalog in which the
Company's  products appeared included  different types of furniture,  wooden and
otherwise,  in addition to that sold by the Company,  as well as those  products
that the catalog  company  markets in addition to  furniture  like,  clothing or
electronics.  Sales from theses  catalog  represent  only a small portion of the
Company's total annual sales.

OEM Sales

     Following the acquisition and expansion of the Honduran Facilities in 1990,
the Company  aggressively  sought to sell to other  manufacturers  ("OEM sales")
dimension stock, wood components (carvings and turnings), and

                                       -6-
<PAGE>

unfinished assemblies with significant success. However, in 1993 and early 1994,
the  Company's  sales of its  proprietary  products grew to such a level that it
appeared that it would be more profitable to use the majority, if not all of the
capacity of the Honduran Facilities for the production of the Company's products
to the exclusion of its OEM business.  During such time, the Company expected to
direct available resources to reducing  indebtedness as opposed to continuing to
expand its OEM business. However, very late in 1994 the market for the Company's
products  became soft and,  without  the OEM sales,  it became  necessary  about
mid-1995  and  through  much of  calendar  1996 to curtail  production  to avoid
additional  increases in inventory.  For all of fiscal year 1998,  the Company's
directed its efforts with some success toward  establishing  a distribution  for
its proprietary line and, at the same time,  toward rebuilding a dealer base for
OEM sales. During fiscal year 2000, OEM sales were unchanged and these sale were
negligible relative to the Company's consolidated sales.

Research and Development

     While  neither the  Company  nor WHCC has a full-time  employee or facility
devoted  exclusively to research and  development,  the Company's  President and
Executive Vice Presidents devotes substantial time to the design and development
of new products. Though, because of the nature of the Company's designs, many of
its  products  may  remain  marketable  for a  significant  period of time,  the
competition  in and the  fashion  orientation  of the  home  furnishings  market
require  that  the  Company's  product  line  be  continually   updated  by  the
introduction  of new products.  The  development  of such new products  involves
producing  samples of the new items for display and for the  production of sales
aids with respect to such new products.  The samples are  constructed  utilizing
production  labor and  facilities  and from raw materials  that are purchased in
very small  quantities.  The Company does not account for the associated cost of
these samples  separately,  instead  absorbing the expenses as production costs.
The labor costs, lost production volume and overhead absorption, and the premium
prices  charged  on the small  quantities  of raw  materials  that such  samples
require can, in the aggregate,  have a significant  impact on operation results.
The  Company's  does not  otherwise  spend a  material  amount on  research  and
development.

Sales

     The  Company's  sales  function  is led by Arthur F.  Bingham,  its  Senior
Executive Vice President of Sales and Marketing.  The Company  employs eight (8)
independent,  commissioned  sales  representatives  who generally sell to retail
stores and service trade showrooms in the United States,  Japan and Canada.  The
Company generally sells its products on a net 30-day basis.

     WHCC  employs  one  independent,   commissioned  sales  representative  for
products  sold to U.S.  furniture  manufacturers  other  than the  Company,  the
Company's OEM business,  and that commissioned sales  representative  covers the
two  eastern  states in which the  majority  of the U.S.  furniture  industry is
located.  In  addition to this sales  representative,  the  Company's  president
devotes a  substantial  amount of time to marketing  certain  categories  of the
Company's   products  to  customers  not  specifically   covered  by  the  sales
representative.  WHCC utilizes the Company's 8 independent  representatives  for
products finished in the Honduran Facilities and marketed directly to the retail
trade.

Backlog

     The  Company's  firm backlog of orders on April 30, 2000 was  approximately
$1,876,566  down from its backlog of $2,342,513 on April 30, 1999. The April 30,
2000 backlog included $763,498 of dmestically-manufactured  products, as opposed
to  $1,191,649  included  in  the  1999  backlog.   The  backlog  for  WHCC  and
Honduran-produced  products, less intercompany orders, was $780,936 on April 30,
2000 versus  $552,148 on April 30,  1999.  The April 30, 2000  backlog  included
$332,132 of imported products,  from sources other than Honduras,  as opposed to
$552,794 included in the 1999 backlog.

Sources and Availability of Raw Materials

     The  Company's  principal  raw material is wood,  and the Company  utilizes
several  different  species including  Mahogany,  Laurel,  Pine, San Juan Areno,
Walnut,  Poplar,  Cherry, Oak, Maple and Cedar. Wood is purchased in the form of
dimension stock (rough parts),  components  (turnings and carvings) and plywood.
The  Company  uses  all of  these  forms  of  wood in the  manufacturing  of its
products.  For example, in the production of a table,  turnings and carvings may
be used  for  table  legs and  specialty  designs,  plywood  may be used for the
tabletop and  dimension  stock (large pieces of wood that the Company is able to
process into the required  dimensions) may be used for other parts of the table.
Plywood is  generally  available  in adequate  supply from  domestic  resources.
Dimension  stock and  components  are  generally  supplied to the Company by its
Honduran  Facilities.  These same raw  materials  are  available  from  domestic
sources but generally at higher prices and lower quality.  Accordingly, the loss
of the Honduran  Facilities as the Company's  primary  source of wood and as its
sole supplier of the Company's  proprietary line of assembled items of furniture
would have a significant adverse effect on the Company's  operations,  financial
condition, competitiveness and future prospects.

                                       -7-
<PAGE>

     Though  the  agency  of the  Honduran  government  responsible  for  forest
resources is not able to provide an accurate inventory of the supply of mahogany
or other species of wood available in Honduras and large  quantities of mahogany
have  previously  been  harvested  from  Honduras  over the years,  the  Company
believes  based  upon all  available  information  that an  adequate  supply of'
mahogany  is  available  and  will be  available  for many  years  to come.  The
Company's  belief is based on the fact that the Honduran  government  has always
made available to the Company as much mahogany as it has requested and has never
indicated that such supply may be in future  jeopardy.  In addition to mahogany,
the Company  currently  utilizes the other species of wood referenced  above and
continually   researches  whether  other  species  of  wood  are  available  for
manufacturing in commercial quantities in order to expand its resource base.

     The  Honduran  government  has  established  programs  such that all timber
harvested  is in areas of  forest  under  sustainable  management.  The  program
requires that a physical inventory be taken by representatives of the government
to  determine  the number of suitable  trees of a given  variety in a particular
portion  of the  forest.  From  the  inventory  data,  the  Honduran  government
calculates how quickly that  particular  variety of tree in that particular area
will regenerate and, then, how much can be harvested annually such the supply of
such variety can be sustained. Wood cannot be harvested or transported without a
permit  that the  Honduran  government  issues  with a  termination  date,  that
specifies the species to be harvested,  the amount of wood to be harvested,  and
the  particular  portion of forest is to be harvested and the delivery point for
the harvested wood. is to be delivered.

     With respect to the Company,  sustainable  management works as follows: the
Honduran  government  solicits the Honduran  wood-working  industry (users),  of
which the Company is a part,  to determine  the need for various types -of wood.
The Honduran  government then issues permits to various entities  (suppliers) to
harvest their assigned  areas of forest until the aggregate  amount of permitted
harvesting  satisfies the users'  requested  needs.  Once the permits are issued
specifying the Company as the exclusive recipient;  price,  delivery and payment
terms  can be  negotiated  with the  supplier.  Once  the  permits  are  issued,
harvesting can not commence  until a stumpage tax is paid by the supplier.  Most
often the  supplier  does not have the  resources to pay the tax and the Company
effectively prepays the tax.

Seasonality

     As is typical in the furniture  industry,  the Company's greatest volume of
incoming  orders is  received  in the spring and fall of each year.  This is due
primarily to the  International  Furniture Market held each April and October in
High Point,  North  Carolina.  Careful  scheduling of  production  minimizes the
effects of such  seasonality on the Company's  production and shipments.  Orders
are generally shipped within 30 to 90 days of receipt.

Competition

     The  furniture  industry  is  highly  competitive,  and no  single  company
dominates the industry.  The Company,  while  unranked in any known  comparative
study of the industry, competes with many nationally-recognized manufacturers of
quality  furniture.  Many  furniture  manufacturers  have  substantially  larger
production capabilities, and distribution networks, as well as greater financial
resources than has the Company.  The Company's  principal method of competing is
by product  design  (including  items or categories of items not available  from
other manufacturers),  product quality (including high-grade hardwoods and other
materials used in construction and quality-constructed cabinetry and finish) and
price. Most of the Company's designs are offered by the Company exclusively. The
Company believes its pricing structure, product design and product quality to be
competitive with those of its competitors.

     The furniture industry is a segmented industry in which design, quality and
price place each  manufacturer  into a  competitive  market  niche.  The Company
competes in the  medium-to-high  price market,  which normally requires a larger
number of items  comprising the product line,  smaller  production lot sizes and
higher  inventory  requirements to maintain a competitive  delivery  cycle.  The
Company  estimates  that there  approximately  12 to 15 furniture  manufacturers
directly competing with the Company in the medium-to-high  price market for case
goods. The Company's limited financial resources restrict its ability to compete
effectively in its market niche.

Environmental Control Facilities

     The Company's domestic  operations must meet extensive  federal,  state and
local  regulatory  standards  in the areas of safety,  health and  environmental
pollution  controls.  Historically,  these  standards  have not had any material
adverse  effect on the Company's  sales or  operations.  The furniture  industry
currently  anticipates  increased  federal and state  environmental  regulation,
particularly  with respect to emissions from paint and finishing  operations and
wood dust levels in manufacturing operations. The industry and its suppliers are
attempting to develop water-based  finishing materials to replace  commonly-used
organic-based  finishes  which are a major  source of regulated  emissions.  The
Company  cannot at this time  estimate the impact of these new  standards on the
Company's operations or the cost of compliance thereof (including future capital
expenditure requirements).

                                       -8-
<PAGE>

Employees

     As of April 30, 2000 the Company had approximately 210 employees, including
approximately  187  people  currently  employed  at  the  Honduran   Facilities.
Approximately 120 of the Company's employees are full-time employees.

Description of Property

     The  Company  owns and  operates  one plant that  houses its United  States
production  facilities and general offices and is located on 17 acres of land in
Lexington,  North Carolina.  The 82,500 square foot facility is of brick, steel,
concrete and concrete block construction and is well-maintained  and in adequate
condition. The Company's manufacturing facilities generally operate on a 40-hour
week.  Substantially  all  of  the  Company's  physical  properties  located  in
Lexington,  North Carolina,  including inventory,  machinery and equipment,  are
pledged as collateral  under the Company's loan  agreements with Lexington State
Bank of North Carolina, the Company's primary bank lender.

     The Company's  Honduran  Facilities  consist of seven and one-half acres of
land  located  in San  Pedro  Sula,  Honduras,  a 21,120  square-foot,  equipped
dimension mill, a 7,840 square-foot wood resaw operation, two dry kilns, boilers
and related  processing  equipment,  two buildings for dry lumber  storage and a
6,408 square-foot building for "green" lumber storage. In July 1990, the Company
completed  construction of a 45,000  square-foot  addition to the  manufacturing
facility and a 2,600 square-foot office building.

     The Company believes its properties are generally  suitable and adequate to
meet its intended uses and, in the opinion of  management,  they are  adequately
covered by insurance.

     The Honduran Facilities,  including both real and personal property such as
plant and equipment but not including  inventory or receivables,  are pledged to
secure a loan from the OPIC.  The loan proceeds were used to finance  completion
of capital  improvements to the Honduran Facilities.  In addition,  Banchas, the
Company's  Honduran  bank lender,  holds a second  mortgage on the assets of the
Honduran Facilities.

     The  lumber  dimension  mill,  as  well  as  the  furniture   manufacturing
operations  of the  Honduran  Facilities,  operate  on a  44-hour  work  week (a
standard  work  week in  Honduras).  The  Company  believes  that  the  mill and
furniture  manufacturing  facilities are in adequate  condition and suitable for
its intended uses.

     The  Company  leases a 4,400  square-foot  showroom  located in High Point,
North  Carolina  utilized to display the Company's  products,  particularly  new
product introductions,  during the semiannual  International  Furniture Markets.
The Company  believes  the  showroom is in good  condition  and suitable for its
intended use.

Item 3.   Legal Proceedings

     There is no pending material litigation involving the Company or any of its
subsidiaries.  To the best of management's  knowledge,  no legal  proceedings or
proceedings by any governmental authorities are contemplated.

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

     None

                                     PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.

     The information required by Item 5 of Form 10-KSB appears under the caption
" Market  Prices,  Dividends and Related  shareholder  Matters" in the Company's
Annual Report to Shareholders for fiscal year ended April 30, 2000, reference to
which  is  hereby  made and the  information  there is  incorporated  herein  by
reference.

Item 6.   Management's Discussion and Analysis or Plan of Operation

     The information required by Item 6 of Form 10-KSB appears under the heading
"Management's  Discussion  and  Analysis"  in the  Company's  Annual  Report  to
Shareholders for fiscal year ended April 30, 2000,  reference to which is hereby
made and the information there is incorporated herein by reference.

Item 7.   Financial Statements

     The information  required by Item 7 of Form 10-KSB appears in the Company's
Annual  Report to  Shareholders  for the year ended April 30,  2000,  at page 21
through  48,  reference  to which is  hereby  made and the  information  therein
incorporated herein by reference.

                                       -9-
<PAGE>

Item 8.   Changes  in  and  Disagreements with  Accountants  on  Accounting  and
          Financial Disclosure

     None

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

     The information  required by Item 9 of Form 10-KSB appears in the Company's
Proxy Statement for the 2000 Annual



<PAGE>



Meeting of Shareholders under the caption "Election of Directors",  reference to
which  is  hereby  made and the  information  there is  incorporated  herein  by
reference.

Item 10.  Executive Compensation

     The information required by Item 10 of Form 10-KSB appears in the Company's
Proxy  Statement for the 2000 Annual Meeting of  Shareholders  under the caption
"Executive Compensation",  reference to which is hereby made and the information
there is incorporated herein by reference.

Item 11.  Security Ownership of certain Beneficial Owners and Management

     The information required by Item 11 of Form 10-KSB appears in the Company's
Proxy  Statement for the 2000 Annual Meeting of  Shareholders  under the caption
"Voting  Securities  and Principal  Shareholders"  and "Election of  Directors",
reference  to which is hereby  made and the  information  there is  incorporated
herein by reference.

Item 12.  Certain Relationships and Related Transactions

     The information required by Item 12 of Form 10-KSB appears in the company's
Proxy  Statement for the 2000 Annual Meeting of  Shareholders  under the caption
"Certain  Transactions",  reference to which is hereby made and the  information
there is incorporated herein by reference.  Item 13. Exhibits, Lists and Reports
on Form 8-K

          (a)  The following Financial Statements, Financial Statement Schedules
               and Exhibits are filed as part of this report:

               (1)  Financial Statements:

     The following consolidated financial statements of the Company, included in
the  Annual  Report to  Shareholders  for the year  ended  April 30,  2000,  are
incorporated herein by reference to the pages indicated:

     Consolidated Balance Sheets - April 30, 2000, and 1999 (page 33)

     Consolidated Stockholders' Equity - Years ended April 30, 2000 and 1999
     (page 34)

     Consolidated Statements of Income - Years Ended April 30, 2000 and 1999
     (page 35)

     Consolidated  statements of comprehensive  Income- Year Ended April 30,
     2000 and 1999 (page 36)

     Consolidated Statements of Cash Flows - Years Ended April 30, 2000 and 1999
     (page 37)

     Notes to Consolidated Financial Statements (Pages 38-46)

     Independent Auditors' Report (page 13-14)

     All other schedule for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related  instructions,  are inapplicable or the required information is given in
the financial statements  including the notes thereto, and therefore,  have been
omitted.

     (3)  EXHIBITS FILED

     10.37     Business  Loan  Agreement,  dated  April 30,  2000,  between  the
               Company and Ernst B. Kemm.

     10.38     Forbearance  Agreement,  dated May 1, 2000,  Between  between the
               Company and Overseas private Investment Corporation

                                      -10-
<PAGE>

     10.39     Modification  to  Forbearance  Agreement,  dated  May  31,  2000,
               Between  between  the  Company and  Overseas  Private  Investment
               Corporation

          (a)  A list of  exhibits  is  included  in the  accompanying  index to
               exhibits

          (b)  Reports on Form 8-K: No reports on Form 8-K were filed during the
               fourth quarter of fiscal year ended April 30, 2000.

                                      -11-
<PAGE>

                                      -12-
<PAGE>

                                      -13-
<PAGE>

                                      -14-
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.

                                        WELLINGTON HALL, LIMITED

Date: June 28, 1999                     By:
                                           ------------------------------
                                           Hoyt M. Hackney, Jr.
                                           President, (Principal Executive
                                           Officer, Principal Accounting
                                           Officer)

     In  accordance  with the Exchange  Act,  this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated:

Name and Signature            Position                 Date
------------------            --------                 ----

_______________________       President (Chief         June 28, 2000
Hoyt M. Hackney, Jr.          Executive Officer
                              and Chief Financial
                              Officer), Treasurer

_______________________       Executive Vice           June 28, 2000
Ernst B. Kemm                 President and Director


_______________________       Chairman of the Board    June 28, 2000
Donald W.Leonard


_______________________       Secretary and Director   June 28, 2000
William W. Woodruff


_______________________       Senior Executive Vice    June 28, 2000
Arthur F. Bingham             President and Director

_______________________       Director                 June 28, 2000
R. Douglas Ricks

                                      -15-
<PAGE>

                                  EXHIBIT INDEX
                                       TO
                          ANNUAL REPORT ON FORM 10-KSB
                                       OF
                            WELLINGTON HALL, LIMITED
                              FOR FISCAL YEAR 2000

Exhibit No.    Description

   3.1         Amended and Restated Charter of Wellington Hall Limited. *

   3.2         Bylaws of Wellington Hall, Limited, as amended. *

   10.1        Wellington Hall Executive Stock Plan. **

   10.2        Employment   Agreement   and  Executive   Deferred   Compensation
               Agreement between the Company and Hoyt M. Hackney Jr.,  effective
               January 1, 1987 and May 8, 1987, respectively. *

   10.3        Note - Security  Agreement,  dated  April 23,  1986,  between the
               Company  and  Lexington  State  Bank is  incorporated  herein  by
               reference to Exhibit 4.2 to the  Company's  Annual Report on Form
               10-K for the fiscal year ended April 30, 1987.

   10.4        Loan  Agreement,  dated April 15,  1987,  between the Company and
               Lexington  State  Bank is  incorporated  herein by  reference  to
               Exhibit 4.2 to the  Company's  Annual Report on Form 10-K for the
               fiscal year ended April 30, 1987.

   10.5        Note - Security and Note Modification Agreements, dated April 26,
               1988,   between  the  Company   and   Lexington   State  Bank  is
               incorporated  herein by reference to Exhibit 4.3 to the Company's
               Annual Report on Form 10-K for fiscal year ended April 30, 1988.

   10.6        Loan Agreement between Wellington Hall Caribbean  Corporation and
               the Overseas Private Investment  Corporation,  dated December 22,
               1989, as amended on September 1, 1990. ***

   10.7        Subordination   Agreement,   dated  September  1,  1994,  between
               Wellington Hall, Limited,  Wellington Hall Caribbean Corporation,
               Muebles Wellington Hall, S.A. and the Overseas Private Investment
               Corporation. ***

   10.9        Amendment to Loan Agreement,  dated February 1, 1991, between the
               company  and  Lexington  State  Bank is  incorporated  herein  by
               reference to Exhibit 10.14 to the Company's Annual Report on Form
               10-K for the fiscal year ended April 30, 1991.

   10.10       Loan Agreement, dated August 20, 1991, between Muebles Wellington
               Hall, S.A. and Banco de Honduras,  S.A. is incorporated herein by
               reference to Exhibit A to the Company's Form 10-Q for the quarter
               ended July 31, 1991.

   10.11       Amendment  to Loan  Agreement,  dated April 10, 1992  between the
               Company and Lexington State Bank. ****

   10.12       Promissory  note,  dated January 23, 1992 between the Company and
               Hoyt M. Hackney, Jr. ****

   10.13       Amendment to Executive  Deferred  Compensation  Agreement , dated
               January 23,  1992,  between  the Company and Hoyt M.  Hackney Jr.
               ****

   10.14       Loan  Agreement,  dated June 28,  1993,  between  the Company and
               Lexington State Bank. *****

                                      -16-
<PAGE>

   10.15       Lease  Agreement  dated  November  1, 1993 by and  between  North
               Hamilton  Corporation and the Company,  is incorporated herein by
               reference  to the  Company's  Annual  Report on Form 10-K for the
               fiscal year ended April 30, 1994.

   10.16       Amendment to the Loan Agreement,  dated September 1, 1994 between
               Wellington Hall Caribbean  Corporation  and the Overseas  Private
               Investment Corporation.******

   10.17       Employment and Stock Purchase  Agreement  dated September 1, 1996
               between the Company and Arthur F.  Bingham,  filed as Exhibit (a)
               to  the  Company's  Quarterly  Report  on  Form  10-QSB  for  the
               quarterly period ended July 31, 1996

   10.18       Amended  Loan  Agreement  dated March 10, 1997 with the  Overseas
               Private  Investment  Corporation,  filed  as  Exhibit  (a) to the
               Company's  Quarterly  Report  on Form  10-QSB  for the  quarterly
               period ended January 31, 1997

   10.19       Promissory  Note dated  January 16, 1997  between the Company and
               Lexington  State  Bank  filed as exhibit 10 (q) in Part II to the
               Registration Statement filed February 20, 1997

   10.20       Employment  Agreement  dated December 1, 1997 between the Company
               and Ralph L.  Eskelsen  filed as exhibit 10 (t) in Part II to the
               Registration Statement filed February 20, 1997

   10.21       Addenda  to  Employment  and  Stock  Purchase   Agreement   dated
               September 1, 1996 between the Company and Arthur F. Bingham dated
               February  10,  1997  filed  as  exhibit  10 (u) in Part II to the
               Registration Statement filed February 20, 1997

   10.22       1997 Stock Option and  Restricted  Stock Plan filed as exhibit 10
               (v) in Part II to the  Registration  Statement filed February 20,
               1997

   10.23       Nonqualified Stock Option Agreement dated as of February 10, 1997
               between the Company and Arthur F. Bingham filed as exhibit 10 (w)
               in Part II to the Registration Statement filed February 20, 1997

   10.24       Incentive  Stock Option  Agreement  dated as of February 10, 1997
               between the Company and Arthur F. Bingham filed as exhibit 10 (x)
               in Part II to the Registration Statement filed February 20, 1997

   10.25       Incentive  Stock Option  Agreement  dated as of February 10, 1997
               between the Company and Ralph L. Eskelsen filed as exhibit 10 (y)
               in Part II to the Registration Statement filed February 20, 1997

   10.26       Note  Modification  Agreement  dated January 16, 1998 between the
               company  and  Lexington  State  Bank is  incorporated  herein  by
               reference to Exhibit 10.26 to the Company's  Quarterly  Report on
               Form 10-QSB for the fiscal quarter ended January 31, 1998.

   10.27       Amendment to Lease  Agreement  dated March 1, 1998 by and between
               Phillips Interest 3, Inc. and the Company, is incorporated herein
               by reference to Exhibit 10.27 to the Company's  Quarterly  Report
               on Form 10-QSB for the fiscal quarter ended January 31, 1998.

   10.28       Commercial Security  Agreement,  dated June 16, 1999, between the
               Company  and  Lexington  State  Bank is  incorporated  herein  by
               reference to Exhibit 10.28 to the Company's Annual Report on Form
               10-Ksb for the fiscal year ended April 30, 1999.

   10.29       Promissory  Note,  dated June 16,  1999,  between the Company and
               Lexington  State  Bank is  incorporated  herein by  reference  to
               Exhibit 10.29 to the  Company's  Annual Report on Form 10-KSB for
               the fiscal year ended April 30, 1999.

                                      -17-
<PAGE>

   10.30       Commercial  Pledge  Agreement,  dated June 16, 1999,  between the
               Company  and  Lexington  State  Bank is  incorporated  herein  by
               reference to Exhibit 10.30 to the Company's Annual Report on Form
               10-KSB for the fiscal year ended April 30, 1999.

   10.31       Business Loan Agreement, dated June 16, 1999, between the Company
               and Lexington State Bank is  incorporated  herein by reference to
               Exhibit 10.31 to the  Company's  Annual Report on Form 10-KSB for
               the fiscal year ended April 30, 1999.

   10.32       Promissory  Note,  dated June 16,  1999,  between the Company and
               Lexington  State  Bank is  incorporated  herein by  reference  to
               Exhibit 10.32 to the  Company's  Annual Report on Form 10-KSB for
               the fiscal year ended April 30, 1999.

   10.33       Lease  Agreement,  dated April 26, 1999,  between the Company and
               Phillips Interests 3, Inc. is incorporated herein by reference to
               Exhibit 10.33 to the  Company's  Annual Report on Form 10-KSB for
               the fiscal year ended April 30, 1999.

   10.34       Marketing  Agreement,  dated May 4, 1999, between the Company and
               Furniture Classics,  Limited. is incorporated herein by reference
               to Exhibit  10.34 to the  Company's  Annual Report on Form 10-KSB
               for the fiscal year ended April 30, 1999.

   10.35       Warrants,  dated  July 22,  1999,  issued  by the  Company  to R.
               Douglas  Ricks is  incorporated  herein by  reference  to Exhibit
               10.35 to the  Company's  Annual  Report  on Form  10-KSB  for the
               fiscal year ended April 30, 1999.

   10.36       Note Modification Agreement, dated July 27, 1999, Between between
               the Company and Lexington  State Bank is  incorporated  herein by
               reference to Exhibit 10.36 to the Company's Annual Report on Form
               10-KSB for the fiscal year ended April 30, 1999.

   10.37       Business  Loan  Agreement,  dated  April 30,  2000,  between  the
               Company and Ernst B. Kemm is incorporated  herein by reference to
               Exhibit 10.37 to the  Company's  Annual Report on Form 10-KSB for
               the fiscal year ended April 30, 2000.

   10.38       Forbearance  Agreement,  dated May 1, 2000,  Between  between the
               Company  and   Overseas   private   Investment   Corporation   is
               incorporated   herein  by  reference  to  Exhibit  10.38  to  the
               Company's  Annual Report on Form 10-KSB for the fiscal year ended
               April 30, 2000.

   10.39       Modification  to  Forbearance  Agreement,  dated  May  31,  2000,
               Between  between  the  Company and  Overseas  Private  Investment
               Corporation is incorporated  herein by reference to Exhibit 10.39
               to the Company's Annual Report on Form 10-KSB for the fiscal year
               ended April 30, 2000.

      11       Earnings Per Share Computation

      13       Annual Report to Shareholders of Wellington Hall, Limited for the
               year ended April 30, 1998,  portions of which are incorporated by
               reference into this report.

      22       Subsidiaries of the Company

      27       Financial Data Schedule (For SEC Use Only)

*     Incorporated herein by reference to the  identically-numbered  exhibits to
      the  Company's  Annual Report on Form 10-K for the fiscal year ended April
      30, 1987.

**    Incorporated herein by reference to the  identically-numbered  exhibits to
      the  Company's  Annual Report on Form 10-K for the fiscal year ended April
      30, 1986.

                                      -18-
<PAGE>

***   Incorporated herein by reference to the  identically-numbered  exhibits to
      the  Company's  Annual Report on Form 10-K for the fiscal year ended April
      30, 1990.

****  Incorporated herein by reference to the  identically-numbered  exhibits to
      the  Company's  Annual Report on Form 10-K for the fiscal year ended April
      30, 1992.

***** Incorporated herein by reference to the  identically-numbered  exhibits to
      the  Company's  Annual  Report on Form 10-KSB for the year ended April 30,
      1993.

******Incorporated herein by reference to the  identically-numbered  exhibits to
      the  Company's  Annual  Report on Form 10-KSB for the year ended April 30,
      1995

                                      -19-
<PAGE>