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 March 31, 1997

                                   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:  (201) 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  April  22,  1997,  Issuer  had  4,419,997  shares  of  its  Common  Stock
outstanding.

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





                                            GREG MANNING AUCTIONS, INC.

                                          PART I - FINANCIAL INFORMATION


Item 1. Financial Statements (Unaudited)

                  Table of Contents                                  Page Number

         Consolidated Balance Sheet - March 31, 1997 (Unaudited)               3

         Consolidated Statements of Operations and Retained Earnings -         4
         Three months ended March 31, 1996 and 1997 (Unaudited)
         Nine months ended March 31, 1996 and 1997 (Unaudited)

         Consolidated Statements of Cash Flows -                               5
         Nine months ended March 31, 1996 and 1997 (Unaudited)
         
         Notes to Consolidated Financial Statements                            6
         as of March 31, 1997

Item 2.  Management's Discussion and Analysis                                 10



<PAGE>



                           GREG MANNING AUCTIONS, INC.
                           Consolidated Balance Sheet
                                 March 31, 1997
<TABLE>
<CAPTION>

                                               Assets
Current assets:
<S>                                                                                            <C>              
Cash and cash equivalents                                                           $         332,865
Accounts receivable
   Auctions receivable                                                                      7,548,667
   Advances to consignors                                                                   4,219,968
Notes receivable - current portion                                                            740,817
Inventory                                                                                   3,665,403
Due from affiliate - CRM                                                                       45,793
Deferred tax asset                                                                            106,000
Prepaid expenses and deposits                                                                 205,213
                                                                            -------------------------
   Total current assets                                                                    16,864,726
Property and equipment, net                                                                   714,912
Goodwill                                                                                    1,766,507
Marketable securities                                                                         215,200
Notes receivable - long-term portion                                                          393,235
Other assets                                                                                  722,275
                                                                            =========================
   Total assets                                                                       $    20,676,855
                                                                            =========================

                      Liabilities and Stockholders' Equity
Current liabilities:
Demand notes payable                                                                 $      7,480,000
Notes payable - current portion                                                                99,758
Payable to third party consignors                                                           3,300,703
Accounts payable                                                                              932,386
Accrued expenses                                                                              265,394
Income taxes payable                                                                          403,397
                                                                            -------------------------
   Current liabilities                                                                     12,481,638
Notes payable - long-term portion                                                             575,130
Deferred income taxes                                                                           3,121
                                                                            -------------------------
   Total liabilities                                                                       13,059,889
                                                                            -------------------------

Commitments and Contingencies
                                                                                                               -

Preferred stock, $.01 par value. Authorized
   10,000,000 shares; none issued
Common stock, $.01 par value.  Authorized
   20,000,000 shares; 4,419,997 issued and outstanding                                         44,200
Additional paid in capital                                                                  6,793,401
Unrealized loss on marketable securities                                                     (13,400)
Retained earnings                                                                             792,765
                                                                            -------------------------
   Total stockholders' equity                                                               7,616,966
                                                                            -------------------------
   Total liabilities and stockholders' equity                                         $    20,676,855
                                                                            =========================

</TABLE>
                 See accompanying notes to financial statements


<PAGE>



                                              GREG MANNING AUCTIONS, INC.
                                         Consolidated Statements of Operations


<TABLE>
                                                              Three months ended                Nine months ended
                                                                  March 31,                         March 31,
                                                        ------------------------------    ------------------------------
                                                            1996            1997              1996            1997
                                                        --------------  --------------    --------------  --------------

<CAPTION>

Operating revenues
<S>                                                     <C>             <C>               <C>             <C>          
    Sales of merchandise                                $   2,735,117   $   3,548,074     $   7,477,911   $   7,621,560
    Commissions earned                                        612,171         763,931         1,876,320       1,977,765
                                                        --------------  --------------    --------------  --------------
                                                            3,347,288       4,312,005         9,354,231       9,599,325
                                                        --------------  --------------    --------------  --------------
Operating expenses
    Cost of merchandise sold                                2,289,016       2,350,769         6,152,515       4,907,016
    General and administrative                              1,160,823       1,163,029         3,306,659       3,150,226
    Marketing                                                 173,127         166,216           434,144         478,557
                                                        --------------  --------------    --------------  --------------
                                                            3,622,966       3,680,014         9,893,318       8,535,799
                                                        --------------  --------------    --------------  --------------
       Operating profit (loss)                              (275,678)         631,991         (539,087)       1,063,526
Other income (expense)
    Interest and other income                               1,039,823         224,280         1,289,358         557,029
    Interest expense                                        (150,128)       (217,002)         (414,086)       (618,062)
                                                        --------------  --------------    --------------  --------------
       Income (loss) before income taxes                      614,017         639,269           336,185       1,002,493

Provision (benefit) for income taxes                          244,859         257,108           140,447         433,997
                                                        --------------  --------------    --------------  --------------
    Net income (loss)                                         369,158         382,161           195,738         568,496
Retained earnings, beginning of period                      (485,535)         228,437         (312,115)         224,268
                                                        --------------  --------------    --------------  --------------
Retained earnings, end of period                            (116,377)         610,598         (116,377)         792,764
                                                        ==============  ==============    ==============  ==============

 Net income per share - primary                             $    0.08       $    0.09         $    0.05       $    0.13
Weighted average number common and
    dilutive equivalent shares outstanding                  4,370,408       4,419,997         4,213,442       4,537,184
                                                        ==============  ==============    ==============  ==============

Net income per share - fully diluted                        $    0.08       $    0.09         $    0.05       $    0.12
Weighted average number common and
    dilutive equivalent shares outstanding                  4,388,569       4,419,997         4,222,818       4,549,653
                                                        ==============  ==============    ==============  ==============
</TABLE>

                     See accompanying notes to financial statements



<PAGE>



                                      GREG MANNING AUCTIONS, INC.
                                 Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                Nine months ended
                                                                                   March 31,
                                                                         -------------------------------
                                                                              1996            1997

                                                                         ---------------  --------------
Cash flows from operating activities:
<S>                                                                         <C>              <C>       
     Net income (loss)                                                      $   195,738      $  568,497
     Adjustments  to reconcile  net income  (loss) to net cash provided by (used
     in) operating activities:
        Depreciation and amortization                                           227,255         258,213
        Provision for bad debts                                                  20,711          68,354
        Gain on sale of stock                                               (1,067,303)
            Changes in assets (increase) decrease:
            Auctions receivable                                               2,695,974         976,393
            Advances to consignors                                            (714,226)     (2,125,483)
            Notes and other receivables                                         (8,816)         299,970
            Inventories                                                     (1,444,896)       (169,177)
            Due from affiliate - CRM                                           (33,291)         (7,171)
            Income taxes receivable                                             151,407          34,345
            Prepaid expenses                                                     35,024         104,620
            Other assets                                                        135,233          10,000
        Changes in liabilities (decrease) increase
            Payable to third-party consignors                               (2,376,832)     (1,002,087)
            Accounts payable                                                    799,469         167,759
            Accrued expenses and other liabilities                            (103,719)         (5,953)
            Income taxes payable                                                                 69,489
                                                                         ---------------  --------------
                                                                            (1,488,272)       (752,231)
                                                                         ---------------  --------------
Cash flows from investing activities:
     Capital expenditures for property and equipment                           (75,271)       (103,988)
     Additional goodwill                                                       (64,708)        (43,705)
     Proceeds from sale of Americana division                                    90,000
     Purchase of investment stock                                             (460,000)
     Proceeds from sale of investment stock                                   1,008,000
                                                                         ---------------  --------------
                                                                                498,021       (147,693)
                                                                         ---------------  --------------
Cash flows from financing activities:
     Proceeds from (repayment of) notes payable                               (220,948)       1,440,000
     Repayment of loans payable                                               (447,203)       (738,137)
     Net proceeds from issuance of stock                                      1,165,920        (27,580)
                                                                         ---------------  --------------
                                                                                497,769         674,283
                                                                         ---------------  --------------
Net decrease in cash and cash equivalents                                     (492,482)       (225,641)
Cash and cash equivalents at beginning of period                                956,801         558,506
                                                                         ===============  ==============
Cash and cash equivalents at end of period                                 $    464,319     $   332,865
                                                                         ===============  ==============
</TABLE>

                            See accompanying notes to financial statements



<PAGE>


                                            GREG MANNING AUCTIONS, INC

                                    Notes to Consolidated Financial Statements
                                                  March 31, 1997
                                                    (Unaudited)


(1)  Organization, Business and Basis of Presentation

         Greg  Manning   Auctions,   Inc.,   together   with  its  wholly  owned
subsidiaries Ivy & Mader Philatelic  Auctions,  Inc. and Greg Manning Galleries,
Inc.  (collectively,  the  Company),  is a  public  auctioneer  of  collectibles
including rare stamps, stamp collections and stocks, and 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 trading cards and sports
memorabilia and other  collectibles such as antiquities.  The Company also sells
collectibles by private treaty for a commission,  and sells its own inventory at
auction, wholesale and retail.

         The  accompanying  consolidated  balance sheet as of March 31, 1997 and
related  consolidated  statements  of operations  and retained  earnings for the
three and nine months ended March 31, 1996 and 1997 and consolidated  statements
of Cash Flows for the nine month periods then ended, have been prepared from the
books and records  maintained  by the  Company,  in  accordance  with  generally
accepted  accounting  principles for interim financial  information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation SB. 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, 1996 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. In certain  transactions,  the Company may be
requested  to  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, or
in the case of a guaranteed fixed price, the difference between the actual sales
price and the guaranteed fixed price when the properties are sold.



         The Company  also sells its own  inventory  at auction,  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.  However,  when,  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. 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 nine months ended
                                                                    March 31,                            Percentages
                                                       -------------------------------------     -----------------------------
                                                              1996              1997                 1996           1997
                                                       -------------------------------------     -----------------------------
<S>                                                        <C>                 <C>                        <C>            <C> 
             Aggregate Sales                               $   19,622,303      $ 19,009,079               100%           100%
                                                       =====================================     =============================
                 By source:
                    A. Auction                             $   12,144,394      $ 11,387,520                62%            60%
                    B. Sales of inventory                       7,477,909         7,621,559                38%            40%
                                                      -------------------------------------     -----------------------------
                 By market:
                    A. Philat lics                             16,572,926        15,990,538                84%            84%
                    B. Sports collectibles                        520,631           854,376                 3%             5%
                    C. Other collectibles                       2,528,746         2,164,165                13%            11%
                                                       -------------------------------------     -----------------------------
</TABLE>

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 March 31, 1997 was $231,956.  The  recoverability of goodwill is
evaluated  at each  year end  balance  sheet  date as  events  or  circumstances
indicate a possible inability to recover their carrying amount.  This evaluation
is based on historical and projected  results of operations and gross cash flows
for the underlying businesses.


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
on  marketable  securities  are  credited or charged to a separate  component of
Stockholders' Equity.

Earnings (loss) per common and common equivalent share

         Earnings (loss) per common and common equivalent share of the Company's
Common Stock ("Common  Stock") is computed using the weighted  average number of
common and common equivalent shares outstanding for each period.

(3) Inventories

         Inventories as of March 31, 1997 consisted of the following:
<TABLE>
<CAPTION>

<S>                                                           <C>         
                    Stamps                                    $  1,900,706
                    Sports cards and sports memorabilia            557,863
                    Other collectibles                           1,206,834
                                                               ------------  
                                                              $  3,665,403
</TABLE>


(4) Marketable Securities

         As of March 31, 1997, the Company owned 9.5% or 4,112,289 common shares
of PICK  Communications,  which is primarily  engaged in the business of issuing
prepaid  telephone cards.  These securities are classified as available for sale
having a cost of $237,599 and a fair value of approximately  $215,200  resulting
in a  cumulative  unrealized  loss of $22,400  which was offset by deferred  tax
asset  of  $9,000.  The fair  value of the  securities  has  been  reduced  from
$2,580,000  at June 30,  1996 as a result of a  corresponding  reduction  in the
closing  price per share from $3.00 at June 30,  1996 to $0.47 , as of March 31,
1997 ($0.24 at April 22, 1997) as reported on the electronic bulletin board. The
decrease in net valuation for the nine months ended March 31, 1997 of $1,418,400
was charged to a separate component of Stockholders' Equity.

(5) 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") which
owned  approximately  29%, as of March 31, 1997, of the Company's  common stock.
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
nine months ended March 31, 1997, such auction and private treaty sales were not
material.

(6) Debt

         The Company is party to secured revolving credit and term loan facility
with Brown Brothers  Harriman & Co.  ("BBH&Co.").  At March 31, 1997,  borrowing
under the  revolving  credit  facility  and term  loan  totaled  $5,195,000  and
$256,250  respectively.  In November  1996,  the Company  borrowed an additional
$1,400,000  from  BBH&Co  in the form of a term  note due in July  1997  bearing
interest at 12% per annum.  Absent a material adverse change or event of default
as determined by BBH&Co.,  BBH&Co. has agreed to provide of the revolving credit
loan, 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. The Company believes that at March 31, 1997, it was in
compliance with such guidelines.



(7)  Supplementary Cash Flow Information

         Following is a summary of supplementary cash flow information:

<TABLE>
<CAPTION>
                                                                        For the nine months ended March 31,
                                                                          1996                       1997
                                                                    -----------------          ------------------
<S>                                                                   <C>                         <C>           
        Interest paid                                                 $      414,086              $      591,733
        Income taxes paid                                                                                274,603
        Noncash investing and financing activities:
           Acquisition of inventory under note payable                                                   700,000
           Note receivable in conjunction with sale of division              120,000
           Acquisition of fixed assets under capital leases                  135,312
           Sale of stock                                                      81,704
           Leases canceled                                                    19,341
</TABLE>

(8)  Other information

         In  November  1996  it  was  determined  that  the  Company's  proposed
acquisition  of the Latham  Companies,  Inc., the parent company of Larry Latham
Auctioneers, Inc., would not be consummated.




<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
10% to 15%  (although  the  commission  may be  slightly  lower  on  high  value
properties).  During the nine month  period  ended March 31,  1997,  the Company
earned a  commission  of 15% from the  buyers in all  markets  except for sports
cards which is a 10% premium.

         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 nine  months  ended  March  31,  1996 and  1997.  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.







<PAGE>


Three months ended March 31, 1997
Compared with the three months ended March 31, 1996


         The Company  recorded a increase in  revenues of $964,717  (29%),  from
$3,347,288 for the three months ended March 31, 1996 to $4,312,005 for the three
months ended March 31, 1997. This increase was  attributable to the increases in
revenues  from the sale of the  Company's  inventories  of  $812,957  (30%)  and
commissions  earned of $151,760 (25%) for the three month period ended March 31,
1997 compared to the prior year.

         Gross  margins on the sales of the  Company's  inventory  increased  by
$751,204  (168%) in the three months ended March 31, 1997  compared to the three
months ended March 31, 1997. All areas of  collectibles  recorded an increase in
margins, although other collectibles recorded the largest increase of $579,300.

         The Company's  operating  expenses of  $1,329,245  for the three months
ended March 31, 1997 were substantially the same as the same period in the prior
year.  These costs resulted in operating costs of 31% of operating  revenues for
the three months ended March 31, 1997 compared to 40% for the comparable  period
in the prior year.

         Interest  and other income  decreased by $815,543 in the quarter  ended
March 31, 1997 compared to the prior year's comparable  quarter primarily due to
no gains on the sale of marketable securities during the quarter ended March 31,
1997  compared to a gain of $987,200  during the quarter  ended March 31,  1996.
This was partially  offset by an increase in interest  income of $171,000 during
the  quarter  ended  March 31,  1997  compared  to the prior  year's  comparable
quarter.  The Company has increased  advances to consignors over $2,250,000 from
March 31, 1996 to March 31, 1997 resulting in the additional interest income.

         Interest  expense  increased by $66,874 in the three months ended March
31, 1997 compared to the three months ended March 31, 1997 primarily as a result
of the higher average daily  borrowings for the comparable  period ($26,000) and
higher interest rate on the Company's  revolving  credit facility and term loans
($34,000).  The borrowings under the Company's secured revolving credit facility
are utilized to support the operations of the Company, including the advances to
consignors, auctions receivables and merchandise inventories.

         Net Income:  The Company  recorded an increase in income  before income
taxes of $25,252 for the three months ended March 31, 1997 compared to the three
months ended March 31,  1996.  This change was  primarily  due to an increase in
operating  profits of approximately  $908,000 during this period,  offset by not
having sales of securities as outlined above.




<PAGE>


Nine months ended March 31, 1997
Compared with the nine months ended March 31, 1997


         The Company had an increase in revenue of $245,094  (3%) to  $9,599,325
for the nine months  ended March 31, 1997 as compared to the  comparable  period
ended March 31,1996.  This increase was due to both increases due to the sale of
the  Company's   inventories  by  $143,649  (2%)  and  commissions  earned  from
consignments  of $101,445 (5%) for the nine months ended March 31, 1997 compared
to the prior year's comparable period.

         Gross  margin  percentages  on the sales of the  Company's  inventories
increased  from 18% to 36% for the nine months  ended March 31, 1997 as compared
the nine months ended March 31, 1996. This increase in gross margin  percentages
and the above increase in revenue from  inventory  sales resulted in an increase
in overall gross  margins on the sale of  inventories  of  $1,389,088  (105%) to
$2,714,544 for the nine months ended March 31, 1997 compared to the prior year's
comparable period.

         The Company recorded a decrease in operating  expenses of $112,020 (3%)
for the nine months ended March 31, 1997 compared to the nine months ended March
31, 1996. This net decrease was primarily attributable to cost reductions in the
Galleries  division  and  partially  offset  by  the  expansion  of  the  sports
department and expanded marketing campaigns in the philatelic areas.

         Interest expense increased by approximately $204,000 in the nine months
ended March 31, 1997  compared to the nine  months  ended March 31,  1997.  This
increase was primarily  attributable to higher average borrowings  ($62,000) and
increased  interest rates on the Company's  revolving  credit  facility and term
note  ($85,000).  This  was  offset  by  the  increase  in  interest  income  of
approximately  $338,000  for the nine months ended March 31, 1997 as compared to
the comparable  period of the prior year primarily  earned on trade  receivables
and advances to consignors.

         Net  Income:  The  Company  recorded  income  before  income  taxes  of
$1,002,493 for the nine months ended March 31, 1997 compared to $336,185 for the
nine months ended March 31, 1996.  This change was  primarily due to an increase
in operating  profits of  approximately  $1,603,000 and the decrease in gains on
the sales of marketable  securities  during the nine months ended March 31, 1997
as compared to the prior year's comparable period.  During the nine months ended
March 31, 1997, the Company did not sell any marketable securities.



<PAGE>


Liquidity and Capital Resources

         At  March  31,  1997,  the  Company's   working  capital  position  was
$4,383,088,  compared  to  $3,170,150  as of June 30,  1996.  This  increase  of
$1,212,938  was primarily due to increases in  inventories  purchased for future
auctions  ($869,177),  advances  to  consignors  ($2,125,483)  and a decrease in
payables to consignors  ($1,002,087).  These  increases to working  capital were
offset by a decrease in auctions receivable  ($1,044,747) and an increase in the
demand notes payable and current  portion of loans payable  ($1,313,252).  These
items  were  the  material  cause  of the  negative  cash  flow  from  operating
activities of $752,231.

         The  Company  experienced  a  decrease  in  cash  flow  from  investing
activities  for the nine  months  ended  March 31,  1997 of  $147,693.  This was
attributable  to the purchase of equipment of $103,988 and  additional  goodwill
related to the purchase of Ivy and Mader, in the amount of $43,705.

         The  Company  experienced  an  increase  in cash  flow  from  financing
activities  for the nine  months  ended  March 31,  1997 of  $674,283.  This was
primarily  attributable  to the Company  borrowing an  additional  $1,400,000 in
November  1996  in the  form  of a term  note  due in July  1997  to  allow  for
additional advances to consignors targeted towards the June 1997 auctions.  This
was  partially  offset by the payments on term loans of  approximately  $700,000
during this period.

         The Company's  need for  liquidity  and working  capital is expected to
increase as a result of any proposed business expansion activities.  In addition
to the need for such capital, and to enhance 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.

         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.  However, to complete any of the Company's proposed expansion activities
or to make any  significant  acquisitions,  the Company may  consider  exploring
financing   alternatives   including   increasing  its  working  capital  credit
facilities or raising additional debt or equity capital.

         The decision to expand, the desired rate of expansion, and the areas of
expansion will be determined by management and the Board of Directors only after
careful  consideration of all relevant factors.  This will include the Company's
financial  resources and working capital needs,  and the necessity of continuing
its growth and position in its core business area of stamp auctions.


<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

                  None

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

                           None




<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:   April 23, 1997
                                      Greg Manning                           
                                      Chairman and Chief Executive Officer



                                      Daniel Kaplan
                                      Vice President and Chief Financial Officer





<PAGE>




                                                   EXHIBIT INDEX





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

27                Financial Data Schedule