OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005

Estimated average burden
hours per response...0.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Name and Address of Reporting
Person*

Issuer Name and Ticker or Trading
Symbol

I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)

Preston David R.

(Last) (First) (Middle)

Vermont Pure Holdings, Ltd. (AMEX: VPS)

67 Marlborough St. Apt 1

(Street)

Statement for Month/Day/Year

If Amendment, Date of Original (Month/Day/Year)

January 3, 2003

Relationship of Reporting Person(s)
to Issuer (Check All Applicable)

Individual or Joint/Group Filing
(Check Applicable Line)

Boston MA 02116

(City) (State) (Zip)

Director

10% Owner

Form Filed by One Reporting Person

Officer (give title below)

Form Filed by More than One Reporting Person

Other (specify below)

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.

*		If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction
Date
(Month/Day/Year)

2A.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Sec-
urities Beneficially
Owned Following
Reported Trans-
action(s)
(Instr. 3 and 4)

Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A)
or
(D)

Price

Common Stock

12,000

N/A

Page 2


Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1.	Title of Derivative Security (Instr. 3)	2.	Conversion or Exercise Price of Derivative Security		3.	Transaction Date (Month/Day/Year)	3A.	Deemed Execution Date, if any (Month/Day/Year)	4.	Transaction Code (Instr. 8)		5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

										Code	V		(A)	(D)

	Common Stock Option			$4.20		1/2/03				A			5,000

	Common Stock Option			$4.00

	Common Stock Option			$3.65

	Common Stock Option			$4.98

	Common Stock Option			$3.00

	Common Stock Option			$3.62

	Common Stock Option			$2.81

	Common Stock Option			$3.13

	Common Stock Option			$2.50

	Common Stock Option			$2.50

Page 3

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable and
Expiration Date
(Month/Day/Year)

Title and Amount
of Underlying Securities
(Instr. 3 and 4)

Price of Derivative
Security
(Instr. 5)

Number of Derivative Securities
Beneficially Owned Following
Reported Transaction(s)
(Instr. 4)

10.

Ownership Form of
Derivative Security:
Direct (D) or
Indirect (I)
(Instr. 4)

11.

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

1/2/04

1/2/13

Common Stock

5,000

N/A

11/1/02

11/1/12

Common Stock

5,000

N/A

11/1/02

11/1/11

Common Stock

5,000

N/A

1/1/03

1/1/12

Common Stock

5,000

N/A

11/1/01

11/1/10

Common Stock

5,000

N/A

6/26/02

6/26/11

Common Stock

10,000

N/A

11/1/00

11/1/09

Common Stock

5,000

N/A

11/1/99

11/1/08

Common Stock

5,000

N/A

(1)

7/24/06

Common Stock

30,000

N/A

12/6/96

12/6/05

Common Stock

26,000

N/A

Explanation of Responses:

(1) Vest in equal installments on July 24, 1997-1999

/s/ Bruce S. MacDonald		1/03/03
**On behalf of David R. Preston. An effective confirming statement is on file with the commission		Date

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Page 4

PRESTON DAVID R 4