SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K
                                CURRENT REPORT
                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): October 17, 2001


                        RUSSELL-STANLEY HOLDINGS, INC.
              (Exact name of Registrant as specified in charter)


                       Commission File Number: 333-76057




                  Delaware                              22-3525626
       (State or other jurisdiction of     (IRS Employer Identification Number)
       incorporation or organization)

              685 Route 202/206                           08807
           Bridgewater, New Jersey                      (Zip Code)
  (Address of principal executive offices)

                                (908) 203-9500
             (Registrant's telephone number, including area code)







Item 5.  Other Events

         The Registrant announced by press release its results of operations
for the third quarter and nine months ended September 30, 2001. A copy of the
Registrant's press release dated October 17, 2001 is attached as an exhibit to
this Report.

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

         (99) Press release dated October 17, 2001



                                   SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     RUSSELL-STANLEY HOLDINGS, INC.


                                     BY:      /s/ Ronald M. Litchkowski
                                              -------------------------
                                              Ronald M. Litchkowski
                                              Chief Financial Officer


Dated:   October 17, 2001