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, 1999

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: $ 5,721,206

     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 $206,949 as of July 28, 1999.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity as of the latest  practicable  dated:  3,723,220  shares of Common
Stock (No Par) as of July 28, 1999.

                       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 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  even 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),  and (iii)  updating  and  upgrading
catalogs   and   other   sales   aids   in  all   distribution   channels.   See
"Business--Markets."

     In pursuit of this strategy the Company has developed  approximately thirty
designs  that are  being  produced  exclusively  for the  Company  by a  foreign
manufacture.  The  Company  begin  marketing  these  items in  February of 1998,
formally  introduced  the  products  at the High Point  International  Furniture
Market held in April 1999.  The first  shipments  of the good is expected in the
second  quarter of fiscal year 1999. ( See Backlogs) The Company does not have a
contractual relationship with the primary manufacturer of these products.

     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 will market exclusively.  Under this agreement R. Douglas Ricks, the FCL
president will become a shareholder  by investing  $27,000 for 100,000 shares of
the Company's  common stack,  would be nominated as a Director,  and will assist
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 will be  reflected  in the  Company's  sales during the fiscal
first  quarter  ending  on July 31,  1999.  The  balance  of the  products  will
initially ship during the second quarter ending October 31, 1999.  Subsequent to
the fiscal year ended April 30, 1999 the Company and FCL executed a  contractual
agreement  on May 4, 1999 and on May 21, 1999 the Company  received  $27,000 for
the  Company's  common stock (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.

     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.

     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  expire  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

                                       -2-
<PAGE>

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  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, 1999 the Company's Balance Sheet stated
a $288,000 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 and if the,  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"  is  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%.

     The effect of the  restructured  LSB debt  reduced the  Company's  "Current
Liabilities" by  approximately  $1,530,000 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 has 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,  if granted,  would effectively reduce 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 is due
on October 31, 1999, the Company's Balance Sheet reflects the debt as a "Current
Liability"  under  "Current  maturities  on Long Term Debt".  If OPIC grants the
Company's  request,  approximately  $225,000  will become equity and the balance
will be reflected on the Balance Sheet as a Long Term Debt.

     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,

                                       -3-
<PAGE>

North Carolina and to support the shipment of orders received for mirrors.

     The Company's business was founded in 1964, and the Company is incorporated
in North Carolina.  The Company's  principal  office is located at Route 1, U.S.
Highway  29 and 70 North,  Lexington,  North  Carolina  27292,  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 century English and French styles. Most of the Company's 18th
century  English  and  French   reproductions  and  other  designs  are  offered
exclusively by the Company.

     The Company  imports certain of its designs for finishing when the domestic
production costs for such designs are prohibitive.  The Company's  imported line
is 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 1998,  such  products  accounted for  approximately  44% of the Company's
consolidated  sales  (net  of  intercompany   sales),  while  products  produced
domestically by the Company  accounted for about 56% of its consolidated  sales.
Unfinished  furniture imported from the Honduran Facilities  accounted for about
25% 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 50% 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.

     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.

     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.

                                       -4-
<PAGE>

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 of 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 results to date
indicate  that  significant  sales may be  realized.  The Company is  evaluating
adding to 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 a major
catalog company.  The Company does not have a contractual  relationship with the
aforementioned  catalog  company though the Company does expects  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  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 al 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

                                       -5-
<PAGE>

rebuilding  a dealer  base for OEM sales.  During  fiscal  year 1999,  OEM sales
decreased 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 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  12
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 12 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, 1999 was $2,342,513 about
the same as its  backlog of  $2,382,421  on April 30,  1998.  The April 30, 1999
backlog included $1,191,649 of domestically-manufactured products, as opposed to
$1,327,111   included   in  the  1998   backlog.   The   backlog  for  WHCC  and
Honduran-produced  products,  less intercompany  orders, was $1,055,321 on April
30, 1999 versus  $598,070 on April 30, 1998.  This decrease  mostly  reflects an
orders for about  $450,000 from a new off shore account  received late in fiscal
1998 which tended to hype the backlog reported on April 30,1998. The Company had
a backlog of orders for new  imported  products  $552,794 at April  30,1999.  No
orders for these products were included in the backlog reported for fiscal 1998.

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.

     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

                                       -6-
<PAGE>

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).

Employees

     As of April 30, 1999 the Company had approximately 335 employees, including
approximately  300  people  currently  employed  at  the  Honduran   Facilities.
Approximately 205 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,

                                       -7-
<PAGE>

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, 1999, 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, 1999,  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,  1999,  at page 31
through  47,  reference  to which is  hereby  made and the  information  therein
incorporated herein by reference.

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 1999 Annual Meeting of  Shareholders  under the caption
"Election of Directors",  reference to which is hereby made and the  information
there is incorporated herein by reference.

                                       -8-
<PAGE>

Item 10.  Executive Compensation

     The information required by Item 10 of Form 10-KSB appears in the Company's
Proxy  Statement for the 1999 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 1999 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 1999 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,  1999,  are
incorporated herein by reference to the pages indicated:

          Consolidated Balance Sheets - April 30, 1999, and 1998 (page 31)

          Consolidated  Stockholders'  Equity - Years  ended  April 30, 1999 and
          1998 (page 34)

          Consolidated  Statements  of Income - Years  Ended  April 30, 1999 and
          1998 (page 33-34)

          Consolidated Statements of Cash Flows - Years Ended April 30, 1999 and
          1998 (page 35)

          Notes to Consolidated Financial Statements (Pages 36-47)

          Independent Auditors' Report (page 12-13)

     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

          10.28 Commercial Security Agreement,  dated June 16, 1999, between the
          Company and Lexington State Bank

          10.29 Promissory  Note,  dated June 16, 1999,  between the Company and
          Lexington State Bank

          10.30 Commercial  Pledge Agreement,  dated June 16, 1999,  between the
          Company and Lexington State Bank

          10.31  Business  Loan  Agreement,  dated June 16,  1999,  between  the
          Company and Lexington State Bank

          10.32 Promissory  Note,  dated June 16, 1999,  between the Company and
          Lexington State Bank

          10.33 Lease Agreement,  dated April 26, 1999,  between the Company and
          Phillips Interests 3, Inc.

          10.34 Marketing Agreement,  dated May 4, 1999, between the Company and
          Furniture Classics, Limited.

                                       -9-
<PAGE>

          10.35  Warrants,  dated  July 22,  1999,  issued by the  Company to R.
          Douglas Ricks

          10.36  Note  Modification  Agreement,  dated  June 27,  1999,  Between
          between the Company and Lexington State Bank

          (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, 1998.

                                      -10-
<PAGE>

                              REPORT AND CONSENT OF
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders

Wellington Hall, Limited and Subsidiaries
Lexington, North Carolina

We hereby consent to the incorporation,  by reference,  of our report dated July
12, 1999,  which  appears on page of the annual report to  stockholders  for the
year ended  April 30,  1999,  in this annual  report on Form 10-K of  Wellington
Hall, Limited and Subsidiaries for the year ended April 30, 1999.

The audit  referred to in the above  mentioned  report also included the related
consolidated  financial statements for the two years ended April 30, 1999 listed
in the  accompanying  index. In our opinion,  such financial  schedules  present
fairly the information required to be set forth therein.


July 12, 1999

                                      -11-
<PAGE>

TURLINGTON AND COMPANY, L.L.P.

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders

Wellington Hall, Limited and Subsidiaries
Lexington, North Carolina

We have audited the accompanying consolidated balance sheets of Wellington Hall,
Limited  and  Subsidiaries  as of April  30,  1999  and  1998,  and the  related
consolidated statements of income,  comprehensive income,  stockholders' equity,
and cash flows for the years then ended. These consolidated financial statements
are the responsibility of Wellington Hall, Limited and Subsidiaries' management.
Our  responsibility  is to express an  opinion on these  consolidated  financial
statements  based on our audits.  We did not audit the  financial  statements of
Muebles  Wellington  Hall, S. A., a wholly-owned  subsidiary,  which  statements
reflect total assets of $1,325,651 and $1,522,535, respectively, as of April 30,
1999 and 1998, and total revenues of $2,071,637  and  $1,870,046,  respectively,
for the years ended April 30, 1999 and 1998.  These  statements  were audited by
other auditors  whose report has been furnished to us, and our opinion,  insofar
as it relates to the amounts  included for Muebles  Wellington  Hall,  S. A., is
based solely on the report of the other auditors.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our  opinion,  based on our  audits  and the  report of other  auditors,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material  respects,  the  financial  position of  Wellington  Hall,  Limited and
Subsidiaries as of April 30, 1999 and 1998, and the results of their operations,
and their  cash  flows for the years then  ended in  conformity  with  generally
accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that Wellington Hall, Limited and Subsidiaries will continue as a going concern.
As discussed in Note 20 to the consolidated financial statements, under existing
circumstances,  there is substantial doubt about the ability of Wellington Hall,
Limited and Subsidiaries to continue as a going concern.  Management's  plans in
regard to that matter also are described in Note 20. The consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

July 12, 1999

                                      -12-
<PAGE>

KPMG PEAT MARWICK ASESORES, S. de R.L.
Auditoria, Consultoria e Impuestos

Apartado 3398, Tequcigalpa              Apartado 257, San Pedro Sula
Honduras, C.A.                          Honduras, C.A.
Telefono:232-2806, 232-5907             Telefono:553-3545, 553-0146
Telefax: 232-5925                       Telefax: 552-2223
E-Mail: kpmgtgu@hondudata.com           E-Mail: kpmgsps@hondudata.com

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

Board of Directors

MUEBLES WELLINGTON HALL, S.A. DE C.V.:

We have audited the accompanying balance sheets of Muebles Wellington Hall, S.A.
de C.V., San Pedro Sula, Honduras, as of April 30, 1999 and 1998 and the related
statements of earnings  (loss),  retained  earnings and cash flows for the years
then ended.  Such financial  statements are the  responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits

We conducted our audits in accordance with generally accepted auditing standards
in  Honduras.  Those  standards  require  that we plan and  perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  in a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Muebles Wellington Hall, S.A.,
de C.V., as of April 30, 1999 and 1998 and the results of its operations and its
cash flows for the years then  ended,  in  conformity  with  generally  accepted
accounting principles in Honduras.

                                                     /s/ KPMG

June 28, 1999

                                      -13-
<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, 1999
Hoyt M. Hackney, Jr.          Executive Officer
                              and Chief Financial
                              Officer), Treasurer

_______________________       Executive Vice           June 28, 1999
Ernst B. Kemm                 President and Director


_______________________       Chairman of the Board    June 28, 1999
Donald W.Leonard


_______________________       Secretary and Director   June 28, 1999
William W. Woodruff


_______________________       Senior Executive Vice    June 28, 1999
Arthur F. Bingham             President and Director

                                      -14-
<PAGE>

                                  EXHIBIT INDEX
                                       TO
                          ANNUAL REPORT ON FORM 10-KSB
                                       OF
                            WELLINGTON HALL, LIMITED
                                       FOR
                            YEAR ENDED APRIL 30, 1999

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. *****

                                      -15-
<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.

                                      -16-
<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.

   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.

***   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

                                      -17-