SECURITIES AND EXCHANGE COMMISSION
                                         Washington, D.C. 20549

                                              FORM 10-QSB

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
          ACT OF 1934

For the quarterly period ended December 31, 1998

                                   OR

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF  1934

For the transition period ________ to ________


                                     Commission file number 1-11988


                            GREG MANNING AUCTIONS, INC.
       (Exact name of Small Business Issuer as specified in its Charter)


       NEW YORK                                  22-2365834
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)


       775 Passaic Avenue
       West Caldwell, New Jersey                     07006
(Address of principal executive offices)           (Zip Code)


Issuer's telephone number, including area code:  (973) 882-0004

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  Registrant was required to file
such reports),  and (2) has been subject to filing  requirements for the past 90
days. Yes X No _____

As of  January  19,  1998,  Issuer  had  6,152,247  shares of its  Common  Stock
outstanding.

Transitional Small Business Disclosure Format (check one):  Yes ______  No   X.


<PAGE>



                                      GREG MANNING AUCTIONS, INC.

                                     PART I - FINANCIAL INFORMATION


Item 1. Financial Statements (Unaudited)

 Table of Contents                                             Page Number

Consolidated Balance Sheet - December 31, 1998 (Unaudited)          3

Consolidated Statements of Operations and Retained Earnings         4
  for the Three and Six months ended December 31, 1997 and
  1998 (Unaudited)

Consolidated Statement of Stockholders' Equity for the six month    5
   period ending December 13, 1998 (Unaudited)

Consolidated Statements of Cash Flows  for the six                  6
    months ended December 31, 1997 and 1998 (Unaudited)

Consolidated Statement of Comprehensive Income                      7
    Six months ended December 31, 1997 and 1998 (Unaudited)

Notes to Consolidated Financial Statements                          8
    as of December 31, 1998

Item 2.  Management's Discussion and Analysis                       15



<PAGE>



                               GREG MANNING AUCTIONS, INC.
                                Consolidated Balance Sheet
                                    December 31, 1998
                                       (Unaudited)

                                 Assets
Current Assets
    Cash and cash equivalents                        $132,123
    Accounts receivable
       Auctions receivable                          7,619,563
       Advances to consignors                       2,273,654
    Inventory                                       3,979,066
    Income taxes receivable                           207,951
    Deferred tax asset                                207,673
    Prepaid expenses and deposits                     284,750
                                           ------------------
           Total current assets                    14,704,781
Property and equipment, net                           687,190
Goodwill                                            4,522,176
Customer Lists                                        390,000
Trademarks                                          2,975,000
Marketable securities                                 227,977
Other non-current assets
    Inventory                                       2,252,702
    Advances to consignors                            665,901
    Other receivables                                 224,053
    Other                                             393,461
                                           ==================
       Total assets                               $27,043,241
                                           ==================

                  Liabilities and Stockholder's Equity Current liabilities:
    Demand notes payable                           $4,677,000
    Notes payable                                   1,090,898
    Payable to third party consignors               4,021,633
    Accounts payable                                1,327,522
    Accrued expenses                                1,839,817
                                            ------------------
       Total current liabilities                   12,956,869
    Notes payable - long term                       1,802,798
                                            ------------------
       Total liabilities                           14,759,667
                                            ------------------
Stockholder's Equity:
Preferred stock, $.01 par value. Authorized
    10,000,000 shares; none issued.                         0
Common stock, $.01 par value. Authorized
    20,000,000 shares; 5,912,497 issued
    and outstanding.                                   59,125
Additional paid in capital                         11,128,782
Accumulated other comprehensive income:
     Unrealized loss on marketable securities         (23,525)
Retained earnings                                   1,119,192
                                            ------------------
    Total stockholders' equity                     12,283,574
                                            ------------------
    Total liabilities and stockholders' equity    $27,043,241
                                            ==================

                      See accompanying notes to financial statements


<PAGE>

<TABLE>
<CAPTION>


                           GREG MANNING AUCTIONS, INC.
           Consolidated Statements of Operations and Retained Earnings
                                (Unaudited)

                                                      Three months ended                Six months ended
                                                         December 31,                     December 31,
                                                 ------------------------------  -------------------------------
                                                     1997            1998            1997             1998
                                                 -------------   --------------  --------------   --------------
<S>                                                <C>             <C>              <C>              <C>

Operating Revenues
     Sales of merchandise                            $743,840       $3,454,335      $2,604,196       $4,450,964
     Commissions earned                               374,439        1,214,406         903,945        1,815,855
                                                 -------------   --------------  --------------   --------------
                                                    1,118,279        4,668,741       3,508,141        6,266,819
                                                 -------------   --------------  --------------   --------------
Operating expenses
     Cost of merchandise sold                         644,388        2,415,765       2,199,898        3,137,931
     General and administrative                     1,186,940        1,567,440       2,307,949        2,427,211
     Marketing                                        165,683          302,693         322,423          434,911
                                                 -------------   --------------  --------------   --------------
                                                    1,997,011        4,285,898       4,830,270        6,000,053
                                                 -------------   --------------  --------------   --------------
         Operating profit (loss)                    (878,732)          382,843     (1,322,129)          266,766
Other income (expense)
     Gain on sale of marketable securities                  0          102,635               0          659,452
     Interest and other income                         91,133          105,807         188,984          202,449
     Interest expense                               (180,294)        (178,976)       (353,447)        (281,666)
                                                 -------------   --------------  --------------   --------------
         Income (loss) before income taxes          (967,893)          412,309     (1,486,592)          847,001

Provision for (benefit from) income taxes           (352,975)          156,058       (578,609)          381,129
                                                 -------------   --------------  --------------   --------------
         Net income (loss)                          (614,918)          256,251       (907,983)          465,872

Retained earnings, beginning of period                591,807          862,941         884,872          653,320
                                                 =============   ==============  ==============   ==============
Retained earnings, end of period                    ($23,111)       $1,119,192       ($23,111)       $1,119,192
                                                 =============   ==============  ==============   ==============

Basic Earnings (loss) per share
     Weighted average shares outstanding            4,419,997        5,404,399       4,419,997        4,912,198
                                                 =============   ==============  ==============   ==============
     Basic earnings (loss) per share                  ($0.14)            $0.05         ($0.21)            $0.09
                                                 =============   ==============  ==============   ==============

Diluted Earnings (loss) per share
     Weighted average shares outstanding            4,419,997        6,042,267       4,419,997        5,307,226
                                                 =============   ==============  ==============   ==============
     Diluted earnings (loss) per share                ($0.14)            $0.04         ($0.21)            $0.09
                                                 =============   ==============  ==============   ==============
</TABLE>

                                See accompanying notes to financial statements.




<PAGE>
<TABLE>
<CAPTION>


                             Greg Manning Auctions, Inc.
                         Statement of Stockholders' Equity
                For the Six Month period ending December 31, 1998

                                                                        Unrealized
                                                       Additional      Gain (Loss)                       Total
                                    Common Stock        Paid-In     on Marketable        Retained    Stockholders'
                                ---------------------
                                  Shares       $        Capital         Securities       Earnings        Equity
                                ----------- --------- ------------- ------------------- ------------ ---------------
<S>                              <C>         <C>        <C>                   <C>          <C>           <C>

Balance, June 30, 1998           4,419,997   $44,200    $6,819,690             $18,496     $653,320      $7,535,706

Options Exercised                  142,500     1,425       194,513                                          195,938

Income tax benefit from
  exercise of options                                      478,079                                          478,079

Options issued relating to                                 200,000                                          200,000
  loan

Options issued relating to
  acquisition of subsidiary                                 75,000                                           75,000

Unrealized gains on
                                                                              353,650                      353.650
marketable securities

Relcassification adjustment
    for gains included in net
   income                                                                    (395,671)                    (395,671)

Shares  Sold                       600,000     6,000     1,494,000                                        1,500,000

Shares Issued                      750,000     7,500     1,867,500                                        1,875,000

Net Income, December 31,
1998                                                                                        465,872         465,872
                                =========== ========= ============= =================== ============ ===============
Balance, December 31, 1998       5,912,497   $59,125   $11,128,782           ($23,525)   $1,119,192     $12,283,574
                                =========== ========= ============= =================== ============ ===============
</TABLE>

           See accompanying notes to financial statements.





<PAGE>



                                  GREG MANNING AUCTIONS, INC.
                             Consolidated Statements of Cash Flows
                                          (Unaudited)
                                                         Six months ended
                                                           December 31,
                                               --------------------------------
                                                       1997             1998
                                                ---------------   --------------
Cash flows from operating activities :
     Net Income (loss)                             ($907,983)         $465,872
     Adjustments to reconcile net income to net cash
     from operating activities:
         Depreciation and amortization                184,489          258,362
         Provision for bad debts                       95,000         (158,632)
         Gain on sale of marketable securities                        (659,452)
         (Increase) decrease in assets:
             Auctions receivable                    6,980,271          773,248
             Advances to consignors                 4,533,178          (50,069)
             Notes receivable                         161,688
             Inventory                                (80,323)      (2,079,929)
             Due from affiliate (CRM)                 (12,201)
             Income taxes receivable/payable         (759,169)         381,129
             Prepaid expenses and deposits           (436,549)         (50,764)
             Other assets                                  0           681,633
         Increase (decrease) in liabilities:
             Payable to third-party consignors     (6,394,484)      (2,396,166)
             Accounts payable                      (1,245,598)         660,295
             Accrued expenses and other liabilities   497,599        1,070,586
                                                    ----------     -----------
                                                    2,615,918      (1,103,887)
                                               ---------------   --------------
Cash flows from investing activities:
     Capital expenditures for property and 
          equipment                                   (54,058)         (68,228)
     Additional goodwill                              (46,328)         (18,295)
     Acquisition of Subsidiary - Teletrade                          (3,270,040)
     Acquisition of Business Assets-Executive Collectibles            (100,000)
     Proceeds from sale of marketable securities                       726,186
                                               ---------------   --------------
                                                     (100,386)      (2,730,377)
                                               ---------------   --------------
Cash flows from financing activities:
     Repayment of (proceeds from) demand notes
           payable                                 (2,730,000)         474,000
     Repayment of loans and loans payable            (281,999)        (307,181)
     Proceeds from notes payable                                     1,500,000
     Proceeds from exercise of options                                 195,938
     Proceeds from sale of common stock                              1,500,000
                                                  ------------   --------------
                                                  (3,011,999)        3,362,757
                                               ---------------   --------------
Net change in cash and cash equivalents             (496,467)        (471,507)
Cash and cash equivalents at beginning of period     635,221          603,630
                                               ===============   ==============
Cash and cash equivalents at end of period          $138,754         $132,123
                                               ===============   ==============

                            See accompanying notes to financial statements.

<PAGE>



                           GREG MANNING AUCTIONS, INC.
                        Statement of Comprehensive Income
                                   (Unaudited)

                                                Six months ended December 31,
                                                  1997               1998
                                        --------------------------------------
 Net Income (loss)                           $(907,983)           $465,872
 Other comprehensive income (loss)
   Unrealized gains on marketable
       securities                               176,950            353,650
   Less:
     reclassification
      adjustment for gains included                               (395,671)
      in net income
                                        ======================================
 Comprehensive income (loss)                 $(731,033)           $423,851
                                        ======================================



                   See accompanying notes to financial statements


<PAGE>



(1)  Organization, Business and Basis of Presentation

Greg Manning Auctions,  Inc.,  together with its wholly owned subsidiaries Ivy &
Mader Philatelic  Auctions,  Inc., Greg Manning  Galleries,  Inc. and Teletrade,
Inc.  (collectively,  the  "Company"),  is a public and internet  auctioneer  of
collectibles,  including rare stamps,  stamp collections and stocks. The Company
regularly conducts rare stamp auctions bringing together  purchasers and sellers
located  throughout the world. The Company accepts property for sale at auctions
from sellers on a  consignment  basis,  and earns a commission  on the sale.  In
addition to stamps,  the other  collectibles  auctioned  by the Company  include
coins,  trading cards, sports memorabilia,  diamonds and other collectibles such
as autographs,  art and rare documents.  The Company also sells  collectibles by
private  treaty for a commission,  and sells its own inventory at auction,  over
the internet, at wholesale and retail.


The accompanying  consolidated balance sheet as of December 31, 1998 and related
consolidated  statements of operations  and retained  earnings for the three and
six months ended December 31, 1997 and 1998 and consolidated  statements of Cash
Flows for the six month  periods then ended,  have been  prepared from the books
and records  maintained by the Company,  in accordance  with the instructions to
Form 10-QSB and Item 310(b)of Regulation SB under the Securities  Act of  1933,
as amended. Accordingly, they do not include all information  and  disclosures
required by generally accepted accounting principles for  complete  financial
statements. In the opinion of management, all adjustments, which are of a normal
recurring nature, considered necessary for a fair  presentation  have been
included.  For further  information,  refer to the consolidated  financial
statements and disclosures thereto in the Company's Form 10-KSB for the year
ended June 30, 1998 filed with the  Securities  and Exchange Commission.

(2) Summary of Certain Significant Accounting Policies

Revenue Recognition
Revenue is recognized by the Company when the rare stamps and  collectibles  are
sold and is  represented  by a  commission  received  from the buyer and seller.
Auction commissions  represent a percentage of the hammer price at auction sales
as paid by the buyer and the seller.

In addition to auction sales,  the Company also sells via private  treaty.  This
occurs when an owner of property arranges with the Company to sell such property
to a third party at a privately  negotiated  price.  In such a transaction,  the
owner may set  selling  price  parameters  for the  Company,  or the Company may
solicit  selling  prices for the owner,  and the owner may  reserve the right to
reject any selling  price.  The Company does not  guarantee a fixed price to the
owner,  which would be payable  regardless of the actual sales price  ultimately
received.  The Company recognizes as private treaty revenue an amount equal to a
percentage of the sales price.

The Company also sells its own  inventory at auction and over the  internet,  at
wholesale and retail. Revenue with respect to inventory at auction is recognized
when  sold and for  wholesale  or  retail  sales,  revenue  is  recognized  when
delivered or released to the customer or to a common carrier for delivery.

The Company does not provide any guarantee with respect to the  authenticity  of
property  offered  for  sale at  auction.  Each  lot is sold as  genuine  and as
described  by the  Company in the  catalog.  When  however,  in the opinion of a
competent authority mutually acceptable to the Company and the purchaser,  a lot
is declared otherwise, the purchase price will be refunded in full if the lot is
returned to the Company within a specified  period.  In such event,  the Company
will return such lot to the consignor before a settlement  payment has been made
to such  consignor  for such lot in  question.  To date,  returns  have not been
material. Large collections are generally sold on an "as is" basis.

Principles of Consolidation
The consolidated financial statements of the Company include the accounts of its
wholly owned subsidiaries.  All intercompany accounts and transactions have been
eliminated in consolidation.

Business Segment
The company  operates in one segment,  the  auctioning or private treaty sale of
rare  stamps and other  collectibles.  Set forth  below is a table of  aggregate
sales of the Company, subdivided by source and market:
<TABLE>
<CAPTION>
 
                                       For the six months ended
                                              December 31,                              Percentages
                                     --------------------------------    -------------------------------
                                         1997              1998               1997             1998
                                     --------------   ---------------    ---------------    ------------
<S>                                     <C>              <C>                       <C>             <C> 
Aggregate Sales                         $7,858,429       $15,250,467               100%            100%
                                     ================================    ===============================

      By Source:
           A. Auction                   $5,254,233       $10,799,503                67%             71%
           B. Sales of inventory         2,604,196         4,450,964                33%             29%
                                     --------------------------------    -------------------------------

      By Market:
           A. Philatelics               $7,546,435       $10,077,027                96%             66%
           B. Coins                        311,994         2,910,685                 4%             19%
           C. Sports collectibles                0         1,651,750                 0%             11%
           D. Diamonds                           0           131,730                 0%              1%
           E. Art                                            424,725                 0%              3%
           F. Other                                           54,550                 0%              0%

                                       For the three months ended
                                              December 31,                        Percentages
                                     --------------------------------    -------------------------------
                                         1997              1998               1997              1998
                                     --------------   ---------------    ---------------      ----------
Aggregate Sales                         $2,310,601       $10,768,259               100%            100%
                                     ================================    ===============================

      By Source:
           A. Auction                    1,566,761         7,313,924                68%             68%
           B. Sales of inventory           743,840         3,454,335                32%             32%
                                     --------------------------------    -------------------------------

      By Market:
           A. Philatelics                2,163,944         5,787,091                94%             54%
           B. Coins                                        2,910,685                 0%             27%
           C. Sports collectibles          146,607         1,459,478                 6%             14%
           D. Diamonds                                       131,730                 0%              1%
           E. Art                                            424,725                 0%              4%
           F. Other                                           54,550                 0%              1%
                                     --------------------------------    -------------------------------

</TABLE>

Intangible Assets
         Goodwill
         Goodwill  primarily  includes the excess  purchase  price paid over the
fair  value  of the net  assets  acquired.  Goodwill  is  being  amortized  on a
straight-line  basis  over  twenty  to  twenty  five  years.  Total  accumulated
amortization at December 31, 1998 was $382,375.  The  recoverability of goodwill
is  evaluated  at each year end  balance  sheet date as events or  circumstances
indicate a possible inability to recover its carrying amount. This evaluation is
based on historical and projected results of operations and gross cash flows for
the underlying businesses. Amortization expense charged to operations for the 
six months ended December 31, 1998 was $71,109. 

         Trademarks and Customer List
         Part of the purchase  price for  Teletrade  was allocated to Trademarks
and Customer List. These are being amortized on a straight-line  basis over a 20
year period for Trademarks and a 5 year period for Customer List.Total 
accumulated amortization at December 31, 1998 was $35,000.Amortization expense 
charged to operations for the six months ended December 31, 1998 was $35,000.

Investments
The Company  accounts for  marketable  securities  pursuant to the  Statement of
Financial  Accounting  Standards No. 115,  Accounting for Certain Investments in
Debt and Equity  Securities.  Under this  statement,  the  Company's  marketable
securities  with a readily  determinable  fair  value  have been  classified  as
available for sale and are carried at fair value with an  offsetting  adjustment
to Stockholders'  Equity.  Net unrealized gains and losses for temporary changes
in fair value of  marketable  securities  are  credited or charged to a separate
component of Stockholders' Equity and is reflected in the Statement of 
Comprehensive Income.

Earnings (loss) per common and common equivalent share
The Company has adopted  Statement of  Financial  Accounting  Standards  No. 128
("SFAS  128"),  "Earnings  Per  Share".  In  accordance  with SFAS 128,  primary
earnings per share have been replaced with basic  earnings per share,  and fully
diluted  earnings per share have been replaced  with diluted  earnings per share
which includes  potentially  dilutive securities such as outstanding options and
convertible  securities.  Prior periods have been presented to conform with SFAS
128.

Basic  earnings  per share is computed by dividing  income  available  to common
shareholders by the weighted-average  number of common shares outstanding during
the period.  Diluted earnings per share is computed by dividing income available
to  common  shareholders  by  the  weighted-average   number  of  common  shares
outstanding  during the period  increased  to include  the number of  additional
common shares that would have been outstanding if the dilutive  potential common
shares had been issued. The dilutive effect of the outstanding  options would be
reflected in diluted  earnings per share by  application  of the treasury  stock
method.  The  following  table sets forth the  computation  of basic and diluted
earnings per share.


<PAGE>


<TABLE>
<CAPTION>



                                                  For the three months ended       For the six months ended
                                                         December 31,                    December 31,
                                                  ---------------------------    ------------------------------
                                                     1997           1998             1997              1998
                                                  ------------   ------------    --------------     -----------
<S>                                                <C>              <C>             <C>               <C>   
Numerator:
     Net income (loss)                             ($614,918)       $256,251        ($907,983)        $465,872
Denominator:
     Denominator for basic earnings (loss) per share:
         Weighted average shares outstanding        4,419,997      5,404,399         4,419,997       4,912,198
     Effect of Dilutive Securities:
         Dilutive options outstanding                       0        637,868                 0         395,028
     Denominator for diluted earnings per share-
                                                  ============   ============    ==============     ===========
         Adjusted weighted average shares and
         assumed conversions                        4,419,997      6,042,267         4,419,997       5,307,226
                                                  ============   ============    ==============     ===========
Basic Earnings (loss) per share                       ($0.14)          $0.05           ($0.21)           $0.09
                                                  ============   ============    ==============     ===========
Diluted Earnings (loss) per share                     ($0.14)          $0.04           ($0.21)           $0.09
                                                  ============   ============    ==============     ===========
</TABLE>

Comprehensive Income
During the six months ended December 31, 1998, the Company adopted  Statement of
Financial  Accounting Standards No. 130 ("SFAS 130"),  "Reporting  Comprehensive
Income". Comprehensive income includes not only net earnings, but also revenues,
expenses,  gains and losses that are excluded from net earnings under  generally
accepted accounting  principles.  Examples include foreign currency  translation
adjustments and unrealized  gains and losses on  investments.  SFAS 130 requires
that all items required to be recognized as components of  comprehensive  income
be  reported  in a  financial  statement  with  equal  prominence  to the  other
financial  statements.  Prior  periods have been  presented to conform with SFAS
130.

(3)   Receivables

Advances to consignors  represent advance  payments,  or loans, to the consignor
prior to the auction sale, collateralized by the items received, and held by the
Company for the auction sale and the proceeds  from such sale.  Interest on such
amounts is generally  charged at an annual rate of 12%. Such advances  generally
are not outstanding for more than six months from the date of the advance or 
note, as the case may be.

Non-current  advances  to  consignors  represents  monies  due  upon the sale of
specific items held as consigned goods which  management does not expect to sell
currently. Such items have an appraised value in excess of $1,000,000.



<PAGE>


(4) Inventories

Inventories as of December 31, 1998 consisted of the following:
                                        Current       Non-Current       Total
Stamps                                $1,896,720        $912,854     $2,809,574
Sports cards and sports memorabilia      782,057         226,208      1,008,265
Coins                                     58,472                         58,472
Other collectibles                     1,241,817       1,113,640      2,355,457
                                    ===========================================
                                      $3,979,066      $2,252,702     $6,231,768
                                    ===========================================

The non-current inventory represents an estimate of total inventory which is not
expected to be sold currently.

(5) Acquisitions

On October 29, 1998, Greg Manning Auctions,  Inc. (the "Company")  completed the
acquisition (the  "Acquisition") of all of the capital stock of Teletrade,  Inc.
from Leon Liebman,  Richard  Makely and Bernard Rome. The purchase price for the
Acquisition  was  $5,895,040  consisting  of  $1,875,000  in  securities  of the
Company,  $3,000,000 in cash , $675,000 in promissory notes,  $75,000 in options
to purchase  the  Company's  common stock and  $270,040 in  acquisition  related
expenses.  The acquisition was recorded using the purchase method of accounting.
The amount of  consideration  paid was  determined by arm's length  negotiations
among the Company and Messrs.  Liebman,  Makely and Rome.  The cash used for the
Acquisition  was available  from (i) the purchase by each of Leon Liebman,  Greg
Manning and Afinsa Bienes Tangibles S.A.("Afinsa")of 200,000 shares of common 
stock of the Company  and (ii) a term loan, as described in note 8 below. Please
refer to Form 8-K/A1 which was filed by the Company on January 12, 1999.

In November 1998, the Company acquired the inventory and business assets, 
including customer lists, of Executive Collectibles in order to expand into 
additional collectible markets. The purchase price for the acquisition is not 
considered material.

(6) Marketable Securities

As of December  31,  1998,  the Company  owned  approximately  3.4% or 1,227,289
common shares of PICK Communications, which is primarily engaged in the business
of issuing  prepaid  telephone  cards.  During the six months ended December 31,
1998, the Company sold 1,155,000 shares for approximately  $726,186 resulting in
a pre-tax gain on the sale of marketable securities of approximately $659,452.

The Company  also owned at December  31,  1998,  100,000  shares of Pro Net Link
Corp., an internet service provider.

The fair  value of PICK and Pro Net  Link has been  estimated  by the  Company's
management  utilizing  brokered  transactions  as  well as  arms-length  private
transactions  in the  companies'  common stock,  as described in public  filings
under the  Securities  Exchange Act of 1934, as amended.  These  securities  are
classified as available for sale. The valuation  assigned to this  investment is
contingent  upon the companies'  ability to generate future cash flows and it is
reasonably  possible,  based  upon a review  of such  public  filings,  that the
estimate could change substantially in the near term.
                                         Cost     Market Value    Unrealized
                                                                  Gain(Loss)
           Pick Communications        $              $  149,227      $  78,313
                                          70,913
           Pro Net Link                  200,000         78,750      (121,250)
                                         -------         ------      ---------
                Total                  $ 270,913      $ 227,977     $(42,937)
                                       =========      =========     =========

The  unrealized  loss is  classified  as a separate  component of  stockholders'
equity, net of tax, in the amount of $23,525.

(7) Related-party Transactions

The Company accepts rare stamps and other  collectibles for sale at auction on a
consignment basis from  Collectibles  Realty  Management,  Inc.,  ("CRM").  Such
stamps and  collectibles  have been  auctioned by the Company or sold at private
treaty under  substantially  the same terms as for third party customers and the
Company charges CRM a seller's commission for items valued at under $100,000 per
lot. In the case of auction,  the hammer  price of the sale,  less any  seller's
commission,  is paid to CRM upon successful auction,  and in the case of private
treaty,  the net price after  selling  commissions  is paid to CRM.  For the six
months ended  December 31,  1998,  there were no such auction or private  treaty
sales to CRM.

Scott Rosenblum,  a director of the Company, is a partner of the law firm Kramer
Levin Naftalis & Frankel,  L.L.P. ("Kramer Levin") which provides legal services
to the Company. Anthony L. Bongiovanni,  Jr., also a director of the Company, is
president of Micro Strategies, Incorporated, which provides computer services to
the Company. Total expenditures for services rendered by these firms for the six
months ended December 31, 1997 and 1998 were approximately $ 87,767and $165,874,
respectively, in the case of Kramer Levin and approximately $38,147 and $50,611,
respectively, in the case of Micro Strategies, Incorporated.

In the normal course of business,  Afinsa ,  the beneficial  owner of 642,000  
shares of the Company's Common Stock, consigned material to the Company  which 
was auctioned  during the quarter ended  December 31, 1998 for a total hammer
price of $316,600.

(8) Debt

The Company is party to a secured  revolving  credit and term loan facility with
Brown Brothers Harriman & Co. ("BBH&Co."). At December 31, 1998, borrowing under
the  revolving  credit  facility and term loan totaled  $4,677,000  and $125,000
respectively. Absent a material adverse change or event of default as determined
by BBH&Co.,  with respect to the revolving  credit loan,  BBH&Co.  has agreed to
provide the Company with a 120-day notification period prior to issuing a demand
for repayment,  so long as the Company is in compliance  with certain  financial
and operating guidelines.

In addition,  on October 27, 1998, the Company secured additional borrowing from
BBH&Co. under a term loan totaling $1,500,000 at an interest rate of Prime plus 
2% in connection with the acquisition of Teletrade,  Inc. The note is payable in
quarterly installments of $150,000 beginning on June 30, 2000 unless there is 
any breach of specific Financial and Operating Guidelines or the default  of the
secured  promissory  note or any  material  adverse  change (as defined therein)
in the Company.  Absent a material  adverse change or event of default as 
determined by BBH&Co., BBH&Co. has agreed to provide, with respect to the term 
loan, the Company with a 366-day notification period prior to issuing a demand 
for repayment, so long as the Company is in compliance with certain financial 
and operating guidelines


<PAGE>



(9)  Supplementary Cash Flow Information

Following is a summary of supplementary cash flow information:
                                                          Six months ended
                                                             December 31,
                                               --------------------------------
                                                     1997              1998
                                               ---------------    -------------
          Interest paid                               $339,135         $281,999
          Income taxes paid                            176,901            1,314

Summary of significant non-cash transactions:

     Issuance of stock options relating to the
          acquisition of Teletrade                    -                $ 75,000

     Issuance of 200,000 options relating to the
          financing of the acquisition of Teletrade   -                 200,000

     Issuance of notes payable to former shareholders
          of Teletrade as part of the acquisition     -                 675,000

     Issuance of 750,000 shares to Leon Liebman
          as part of the acquisition of Teletrade     -               1,875,000

     Income tax effect of the exercise of options     -                 478,079



<PAGE>



Item 2. Management's Discussion and Analysis of Financial Condition and Results
 of Operations.

Results of Operations

General

         The Company's  revenues are  represented by the sum of (a) the proceeds
from the sale of the Company's  inventory,  and (b) the portion of sale proceeds
from  auction or private  treaty that the  Company is  entitled to retain  after
remitting  the  sellers'  share,  consisting  primarily of  commissions  paid by
sellers and buyers. Generally, the Company earns a commission from the seller of
5% to 15% (although the  commission  may be slightly lower on special high value
properties). During the three and six month periods ended December 31, 1998, the
Company earned a commission of 10% to 15% from the buyers.

         The Company's  operating  expenses  consist of the cost of sales of the
Company's  inventory  and  general and  administrative  expenses  and  marketing
expenses for the three and six months ended December 31, 1997 and 1998.  General
and administrative expenses are incurred to pay employees and to provide support
and services to those  employees,  including  the physical  facilities  and data
processing.  Marketing  expenses  are  incurred to promote  the  services of the
Company to sellers and buyers of  collectibles  through  advertising  and public
relations,  producing  and  distributing  its auction  catalogs  and  conducting
auctions.

Three months ended December 31, 1998
Compared with the three months ended December 31, 1997

         The Company recorded an increase in revenues of $3,550,462 (317%), from
$1,118,279  for the three months ended  December 31, 1997 to $4,668,741  for the
three months ended December 31, 1998.  This increase was primarily  attributable
to  increases  in  revenues  from  the  sale  of the  Company's  inventories  of
$2,710,495 (364%) for the three month period ended December 31, 1998 compared to
the prior year as a result of a more selective  inventory purchase program in an
effort to improve the Company's gross profit margin. This program was successful
as shown by the  Company's  improved  margins from 13% in the three months ended
December 31, 1997 to 30% in the comparable 1998 period (see below). Of the total
increase,  $918,560 (30%) was  attributable  to the revenues of Teletrade  which
were not included in the prior year.

         Gross  margins on the sales of the Company's  inventory  increased by $
939,118 (944%) in the three months ended December 31, 1998 compared to the three
months ended  December 31, 1997.  The overall  gross margin  increased to 30% on
inventory sales during the three months ended December 31, 1998 from 13% for the
comparable period in the prior year.

         The Company's  operating  expenses  increased by $517,210  (38%) in the
three  months ended  December 31, 1998  compared to the same period in the prior
year.  These costs resulted in operating costs of 40% of operating  revenues for
the three months ended  December  31, 1998  compared to 121% for the  comparable
period in the prior year. The primary cost increases  were  attributable  to the
inclusion  of the  expenses of  Teletrade  which were not  included in the prior
period.

         Interest  income  increased  by $14,674  substantially  due to a higher
level of outstanding  interest bearing advances to consignors during the quarter
ended December 31, 1998 as compared to the three months ended December 31, 1997.

         Net Income:  The Company's  increase in operating profits of $1,380,202
during the three months  ended  December 31, 1998 as compared to the same period
of the  prior  year and the  gain on sale of PICK  stock  of  $102,635  were the
primary  components  of the net income of $256,251  for the three  months  ended
December 31, 1998  compared to the net loss of $614,918  during the three months
ended December 31, 1997.

Six months ended December 31, 1998
Compared with the six months ended December 31, 1997

         The  Company  had  an  increase  in  revenue  of  $2,758,678  (79%)  to
$6,266,819  for the six  months  ended  December  31,  1998 as  compared  to the
comparable period ended December 31, 1997. This increase was attributable to the
increase in revenues  from the sale of the  Company's  inventory  by  $1,896,768
(71%) and revenues  from  Teletrade  which were not  included in the  comparable
period ended December 31, 1997.

         Gross  profits on the sales of the  Company's  inventory  increased  by
$908,735  for the  six  months  ended  December  31,  1998  as  compared  to the
comparable  period ended  December 31, 1997.  The overall  gross profit  margins
increased to 30% on inventory  sales for the six months ended  December 31, 1998
from 16% for the comparable period in the prior year. The primary reason for the
increase was a more selective inventory purchase program in an effort to improve
our gross profit margin

         The Company recorded an increase in operating expenses of $231.750 (9%)
for the six months ended December 31, 1998 as compared to the comparable  period
ended  December 31, 1997.  The primary  reasons for the cost  increase  were the
inclusion  of the  expenses of  Teletrade  which were not  included in the prior
period.

         Interest  expense  decreased  approximately  $79,653  in the six months
ended December 31, 1998 as compared to the comparable  period ended December 31,
1997.  The  decrease  was  primarily  attributable  to lower  interest  rates on
outstanding  borrowings  during the current six month  period.  Interest  income
increased  approximately  $6,760 for the six months  ended  December 31, 1998 as
compared to the comparable period ended December 31, 1997 .

         The Company  recorded a net income of $475,872 for the six months ended
December 31, 1998 as compared to a net loss of $907,983 for the six months ended
December 31, 1997.  This change was  primarily  due to those  factors  mentioned
above as well as the gain on sale of PICK stock of $659,452.

Year 2000

        The Company is aware of the Year 2000 issue and has  commenced a program
to identify,  remediate,  test and develop  contingency  plans for the Year 2000
issue (the "Y2K Program"),  to be substantially completed by the summer of 1999.
The Company has retained a consultant  who will assist in the  management of the
Y2K Program as it relates to (1) the software and systems used in the  Company's
internal business; and (2) third party vendors,  manufacturers and suppliers. We
have, to date,  identified several internal software programs and hardware which
are in the process of being made Y2K compliant.

        We have not yet identified the total cost which the Company expects to 
incur with respect to the Y2K Program, however, the  Company  currently  does 
not  anticipate  that the cost of the Y2K Program will be material to its 
financial  condition or results of  operations. Nevertheless, satisfactorily 
addressing the Year 2000 issue is dependent on many factors,  some of which are 
not completely within the Company's control.  Should the  Company's  internal  
systems  or  the  internal  systems  of  one  or  more significant  vendors or  
suppliers  fail to achieve  Year 2000  compliance,  the Company's business and 
its results of operations could be adversely affected.In addition, the Company's
business is dependant on the continued successful operation of the Internet, and
any interruption or significant degradation of Internet operations, whether due
to Year 2000 problems or otherwise, could have a material adverse effect on the
Company's business, results of operations and financial position.


 Liquidity and Capital Resources

         At December  31,  1998,  the  Company's  working  capital  position was
$1,747,912,  compared to  $1,455,028  as of June 30,  1998.  This  increase of $
292,887 was primarily due to increases in auctions receivable ($773,248), income
taxes receivable ($381,129),  other assets ($681,633) and inventory ($2,079,929)
and  decreases  in payables to  third-party  consignors  ($2,396,166)  which was
partly  offset  by  an  increase  in  accounts   payable  and  accrued  expenses
($1,730,881). These items were the material cause of the negative cash flow from
operating activities of $1,103,887.

         The  Company  experienced  an  decrease  in cash  flow  from  investing
activities  for the six months ended  December 31, 1998 of $2,730,377  which was
primarily attributable to the acquisition of Teletrade.

         The  Company  experienced  an  increase  in cash  flow  from  financing
activities for the six months ended  December 31, 1998 of  $3,362,757.  This was
attributable  to the  Company  increasing  its notes  payable  and term loans by
$1,666,819,  the exercise of employee  stock options of $195,938 and the sale of
the Company's Common Stock of $1,500,000.

         The Company's  need for  liquidity  and working  capital is expected to
increase as a result of any proposed business expansion activities. In addition,
the need for such capital enhances the Company's  ability to offer cash advances
to a larger  number  of  potential  consignors  of  property  (which  management
believes is an important  aspect of the  marketing of an auction  business).  In
addition,  the Company will likely  require  additional  working  capital in the
future in order to further expand its sports trading card and sports memorabilia
auction  business as well as to acquire  collectibles  for sale in the Company's
business.

The Company intends to continue evaluating potential acquisition candidates 
which it believes will enhance or complement its existing business. However, the
Company has no understanding or agreement with respect to any future 
acquisitions. In connection therewith, the Company may incur additional debt or
issue debt or additional equity securities depending on market conditions or
other factors.

         Management   believes  that  the  Company's   cash  flow  from  ongoing
operations  supplemented by the Company's working capital credit facilities will
be adequate to fund the Company's  working capital  requirements for the next 12
months.  


<PAGE>


         GREG MANNING AUCTIONS, INC.

                           Part II - OTHER INFORMATION




Item 1. Legal Proceedings

                  None

Item 2. Changes in Securities

                  None

Item 3. Defaults Upon Senior Securities

                  None

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

The Company's  Annual Meeting of  Shareholders  was held on December 9, 1998. At
the Annual  Meeting,  each of Greg  Manning and  Albertino  de  Figueiredo  were
elected to hold office as  directors of the Company  until the third  successive
Annual Meeting of  Shareholders in 2001, and until their  respective  successors
have been  elected  and  qualified.  The term of office as a director of each of
Anthony L. Bongiovanni,  Jr., Scott S. Rosenblum, William T. Tully, Jr. and Leon
Liebman continued after the meeting.

Set forth below is  information  concerning  the voting results of matters voted
upon at the Annual Meeting.

         1.    Election of Directors:

                  Greg Manning
                           For:             4,073,622
                           Against:    122,300

                  Albertino de Figueiredo
                           For:             4,077,622
                           Against:    118,300

         2.   Ratification of the appointment of Amper,  Politziner, & Mattia as
              the Company's  independent  public  accountants  for the Company's
              fiscal year ending June 30, 1999.
                           For:             4,185,022
                           Against:        6,900
                           Abstentions:            4,000

                  PROPOSAL APPROVED




Item 5. Other Information.

                  None

Item 6. Exhibits and Reports on Form 8-k.

                  (a) Exhibits

                           27  Financial Data Schedule

                  (b) Reports on Form 8-k

                           On November 13, 1998,  the Company  filed a Report on
                           Form 8-K dated as of October 29, 1998 reporting under
                           Item 2 that the Company acquired the capital stock of
                           Teletrade,  Inc.  On January  12,  1999,  the Company
                           filed an  amendment  to the  Report on Form 8-K which
                           included the financial statements of Teletrade,  Inc.
                           and the pro forma  financial  information as required
                           under Item 7.





<PAGE>


                                   SIGNATURES

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


                                                     GREG MANNING AUCTIONS, INC.



Dated:  January 28, 1999
                                                /s/  Greg Manning
                                                   Greg Manning
                                           Chairman and Chief Executive Officer



                                                /s/  James Smith
 .                                                  James Smith
                                             Chief Financial Officer





<PAGE>




                                  EXHIBIT INDEX





Exhibit
No.               Description
-------- ------------------------------------------

27                Financial Data Schedule


<PAGE>