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, 1999

                                   OR

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF1934

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  April  23,  1999,  Issuer  had  6,356,247  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 - March 31, 1999 (Unaudited)               3

Consolidated Statements of Operations                                 4
for the Three and Nine months ended March 31, 1998 and
1999 (Unaudited)

Consolidated Statement of Stockholders' Equity for the nine month     5
period ending March 31, 1999 (Unaudited)

Consolidated Statements of Cash Flows for the nine                    6
months ended March 31, 1998 and 1999 (Unaudited)

Consolidated Statement of Comprehensive Income                        7
Nine months ended March 31, 1998 and 1999 (Unaudited)
Notes to Consolidated Financial Statements                            8
as of March 31, 1999

Item 2.  Management's Discussion and Analysis                        15



<PAGE>
<TABLE>
<CAPTION>
                                            GREG MANNING AUCTIONS, INC.
                                            Consolidated Balance Sheet
                                                  March 31, 1999
                                                   (Unaudited)

                                              Assets
                  <S>                                                            <C>    
                  Current Assets
                       Cash and cash equivalents                                        $280,196
                       Accounts receivable
                                  Auctions receivable                                  9,347,460
                                  Advances to consignors                               1,661,561
                       Inventory                                                       3,716,992
                       Income taxes receivable                                           396,602
                       Deferred tax asset                                                171,413
                       Prepaid expenses and deposits                                     485,794
                                                                                 ----------------
                                   Total current assets                               16,060,018
                  Property and equipment, net                                            730,496
                  Goodwill                                                             4,545,081
                  Customer Lists                                                         366,667
                  Trademarks                                                           2,937,500
                  Marketable securities                                                   66,880
                  Investment in joint venture                                            500,000
                  Other non-current assets
                       Inventory                                                       2,108,902
                       Advances to consignors                                            665,901
                       Other                                                             395,221
                                                                                 ================
                                  Total assets                                       $28,376,665
                                                                                 ================

                               Liabilities  and  Stockholders'   Equity  Current
                  liabilities:
                       Demand notes payable                                           $4,102,000
                       Notes payable                                                     923,401
                       Notes payable to shareholders                                     175,659
                       Payable to third party consignors                               4,085,398
                       Accounts payable                                                  928,954
                       Accrued expenses                                                1,731,729
                                                                                 ----------------
                                  Total current liabilities                           11,947,142
                       Notes payable - long term                                       1,606,278
                       Notes payable to shareholders - long term                         187,500
                                                                                 ----------------
                                  Total liabilities                                   13,740,919
                                                                                 ----------------

                  Preferred stock, $.01 par value. Authorized
                       10,000,000 shares; none issued.                                         0
                  Common stock, $.01 par value. Authorized
                       20,000,000 shares; 6,343,247 issued
                       and outstanding.                                                   63,433
                  Additional paid in capital                                          13,180,787
                  Retained earnings                                                    1,373,276
                  Accumulated other comprehensive income
                       Unrealized gain on marketable securities                           18,250
                                                                                 ----------------
                                                                                 ----------------
                       Total stockholders' equity                                     14,635,746
                                                                                 ----------------
                       Total liabilities and stockholders' equity                    $28,376,665
                                                                                 ================
</TABLE>

                                  See accompanying notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

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

                                                      Three months ended                Nine months ended
                                                           March 31,                        March 31,
                                                 ------------------------------   -------------------------------
                                                     1998            1999             1998             1999
                                                 --------------  --------------   --------------  ---------------
<S>                                              <C>             <C>              <C>             <C>
Operating Revenues
      Sales of merchandise                          $2,342,674      $3,275,902       $4,946,870       $7,726,866
      Commissions earned                               623,756       1,526,234        1,527,701        3,342,089
                                                 --------------  --------------   --------------  ---------------
                                                     2,966,430       4,802,135        6,474,571       11,068,954
                                                 --------------  --------------   --------------  ---------------
Operating expenses
      Cost of merchandise sold                       1,586,504       2,195,042        3,786,402        5,332,973
      General and administrative                     1,014,037       2,071,150        3,321,986        4,498,361
      Marketing                                        100,602         499,237          423,025          934,147
                                                 --------------  --------------   --------------  ---------------
                                                     2,701,143       4,765,428        7,531,413       10,765,482
                                                 --------------  --------------   --------------  ---------------
         Operating profit (loss)                       265,287          36,707      (1,056,842)          303,472
Other income (expense)
      Gain on sale of marketable securities                  0         626,708                0        1,286,160
      Interest and other income                         74,283          76,405          263,267          278,854
      Interest expense                               (115,242)       (235,691)        (468,689)        (517,357)
                                                 --------------  --------------   --------------  ---------------
         Income (loss) before income taxes             224,328         504,128      (1,262,264)        1,351,129

Provision for (benefit from) income taxes              126,234         250,044        (452,375)          631,173
                                                 ==============  ==============   ==============  ===============
         Net income (loss)                            $ 98,094       $ 254,084      $ (809,889)        $ 719,956
                                                 ==============  ==============   ==============  ===============


Basic Earnings (loss) per share
      Weighted average shares outstanding            4,419,997       6,177,273        4,419,997        5,327,734
                                                 ==============  ==============   ==============  ===============
      Basic earnings (loss) per share                $0.02           $0.04           ($0.18)          $0.13
                                                 ==============  ==============   ==============  ===============

Diluted Earnings (loss) per share
      Weighted average shares outstanding            4,419,997       6,682,942        4,419,997        5,759,642
                                                 ==============  ==============   ==============  ===============
      Diluted earnings (loss) per share              $0.02           $0.04           ($0.18)          $0.13
                                                 ==============  ==============   ==============  ===============
</TABLE>

                                See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>


                                               Statement of Stockholders' Equity
                                        For the Nine Month period ending March 31, 1999

                                                                                   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                       478,125        4,781           808,868                                           813,649

Unrecognized Tax Benefit
  from exercise of options                                             916,681                                           916,681

Options issued relating to loan                                        200,000                                           200,000

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

Unrealized gains from
  sale of marketable securities                                                         771,450                          771,450

Reclassification adjustment for
  gains included in net income                                                        (771,696)                        (771,696)

Shares  Sold for cash                   695,125        6,951         2,493,049                                         2,500,000

Shares Issued re.
Acquisition    of subsidiary.           750,000        7,500         1,867,500                                         1,875,000
Refer to Note 5

Net Income, March 31, 1999                                                                               719,956         719,956
                                   =============  ===========  ================  =============== ================  ==============
                                      6,343,247      $63,433       $13,180,787          $18,250       $1,373,276     $14,635,746
                                   =============  ===========  ================  =============== ================  ==============
</TABLE>

          See  accompanying   notes  to  financial statements.




<PAGE>


<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                                                            Nine Months Ended
                                                                                               March 31,
                                                                                  ------------------------------------
                                                                                       1998                1999
                                                                                  ----------------    ----------------
                    <S>                                                           <C>                 <C>
                    Cash flows from operating activities :
                         Net Income                                                      $568,497            $719,956
                         Adjustments to reconcile net income to net cash
                         from operating activities:
                           Depreciation and amortization                                  258,213             486,772
                           Provision for bad debts                                         68,354           (160,685)
                           Gain on sale of marketable securities                                          (1,286,160)
                           (Increase) decrease in assets:
                              Auctions receivable                                         976,393           (952,596)
                              Advances to consignors                                  (2,125,483)             562,024
                              Notes receivable                                            299,970
                              Inventory                                                 (169,177)         (1,674,056)
                              Due from affiliate (CRM)                                    (7,171)
                              Income taxes receivable                                     103,834             631,079
                              Prepaid expenses and deposits                               104,620           (251,808)
                              Other assets                                                 10,000             913,486
                           Increase (decrease) in liabilities:
                              Payable to third-party consignors                       (1,002,087)         (2,332,401)
                              Accounts payable                                            167,759             261,708
                              Accrued expenses and other liabilities                      (5,953)             904,671
                                                                                  ----------------    ----------------
                                                                                        (752,231)         (2,178,010)
                                                                                  ----------------    ----------------
                    Cash flows from investing activities:
                         Capital expenditures for property and equipment                (103,988)           (228,810)
                         Additional goodwill                                             (43,705)            (43,233)
                         Purchase of Customer list                                                          (100,000)
                         Acquisition of Subsidiary                                                        (3,270,040)
                         Investment in joint venture                                                        (500,000)
                         Proceeds from sale of marketable securities                                        1,592,026
                                                                                  ----------------    ----------------
                                                                                        (147,693)         (2,550,057)
                                                                                  ----------------    ----------------
                    Cash flows from financing activities:
                         Repayment of (proceeds from) demand notes payable              1,440,000           (101,000)
                         Repayment of loans and loans payable                           (738,137)           (308,062)
                         Proceeds from notes payable                                                        1,500,000
                         Proceeds from exercise of options                                                    813,649
                         Proceeds from sale of common stock                              (27,580)           2,500,000
                                                                                  ----------------    ----------------
                                                                                          674,283           4,404,633
                                                                                  ----------------    ----------------
                    Net change in cash and cash equivalents                             (225,641)           (323,434)
                    Cash and cash equivalents at beginning of period                      558,506             603,630
                                                                                  ================    ================
                    Cash and cash equivalents at end of period                           $332,865            $280,196
                                                                                  ================    ================
</TABLE>
          See accompanying  notes to financial statements.

<PAGE>


<TABLE>
<CAPTION>

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

                                                               Nine months ended March 31,
                                                                  1998               1999
                                                           --------------------------------------
                   <S>                                         <C>                  <C>
                   Net Income (loss)                           $ (809,889)          $ 719,956

                   Other comprehensive income (loss)
                        Unrealized gains on marketable
                        securities                                 176,950            771,450
                        Less:
                        reclassification
                        adjustment for gains included                               (771,696)
                        in net income
                                                        ======================================
                   Comprehensive income (loss)                 $ (632,939)          $ 719,710
                                                        ======================================
</TABLE>

                 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 full  service  public and  internet
auctioneer  of  collectibles,  including  rare stamps,  coins,  sports cards and
memorabilia,  movie posters,  autographs, rare documents,  Hollywood and Rock `n
Roll memorabilia,  diamonds, 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. The Company
also sells  collectibles  by private treaty for a commission,  and sells its own
inventory at wholesale, retail and at auction.

In November  1998,  the Company  acquired  the  inventory  and certain  business
assets,  including customer lists of Executive Collectibles.  The purchase price
for the acquisition is not considered material.

On March 11, 1999, the Company announced the formation of GMAI-Asia.com, a joint
venture with New On-Line Group, Inc., formed to conduct retail and auction sales
primarily over the Internet in Asia,  particularly  in China.  The Company has a
50%  interest  in   GMAI-Asia.com.   Subsequently,   on  March  31,  1999,   the
GMAI-Asia.com  entered into an agreement with Afinsa Bienes  Tangibles,  S.A., a
shareholder  of the Company,  to purchase a 15%  interest in the joint  venture.
GMAI-Asia.com is being accounted for under the Equity method of accounting.

The  accompanying  consolidated  balance  sheet as of March 31, 1999 and related
consolidated  statements of operations for the three and nine months ended March
31, 1998 and 1999 and consolidated  statements of Stockholders'  Equity and Cash
Flows for the nine 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 public, mail, internet and telephone
auction 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 nine months ended
                                         March 31,                   Percentages
                                -----------------------------  -------------------------
                                    1998           1999           1998          1999
                                -------------- --------------  ------------   ----------
<S>                             <C>            <C>             <C>            <C>
Aggregate Sales                   $13,367,911    $28,233,715          100%         100%
                                =============================  =========================

     By Source:
          A. Auction               $8,421,040    $20,506,850           63%          73%
          B. Sales of inventory     4,946,871      7,726,866           37%          27%
                                -----------------------------  -------------------------

     By Market:
          A. Philatelics          $12,774,219    $15,070,707           96%          53%
          B. Coins                                 6,982,052            0%          25%
          C. Sports                   443,951      4,481,711            3%          16%
          collectibles
          D. Diamonds                                312,743            0%           1%
          E. Art                                   1,327,662            0%           5%
          F. Other                    149,741         58,840            1%           0%
                                -----------------------------  -------------------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>


                                 For the three months ended
                                         March 31,                      Percentages
                                -----------------------------  -------------------------
                                    1998           1999           1998          1999
                                -------------- --------------  ------------   ----------
<S>                             <C>            <C>             <C>            <C>
Aggregate Sales                    $5,509,482    $12,983,248          100%         100%
                                ============== ==============  ============   ==========

     By Source:
          A. Auction               $3,166,807     $9,707,347           57%          75%
          B. Sales of inventory     2,342,675      3,275,901           43%          25%
                                -------------- --------------  ------------   ----------

     By Market:
          A. Philatelics           $5,287,784     $4,993,680           96%          38%
          B. Coins                                 4,071,367            0%          31%
          C. Sports                   131,957      2,829,961            2%          22%
          collectibles
          D. Diamonds                                181,013            0%           1%
          E. Art                                     902,937            0%           7%
          F. Other                    149,741          4,290            3%           0%
                                -------------- --------------  ------------   ----------
</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 March 31,
1998 and 1999 was $ 323,073 and $ 477,235,  respectively.  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 nine  months  ended March 31, 1998 and 1999 was 68,573 and $
130,970, respectively.

         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 March 31, 1999 was $ 95,833.  Amortization  expense  charged to
operations for the nine months ended March 31, 1999 was $ 95,833.

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
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.
<TABLE>
<CAPTION>

                                                        For the three months ended     For the nine months ended
                                                                 March 31,                     March 31,
                                                        ----------------------------   ---------------------------
                                                            1998           1999            1998          1999
                                                        --------------  ------------   -------------  ------------
<S>                                                     <C>             <C>            <C>            <C>
Numerator:
      Net income (loss)                                       $98,094      $254,084      ($809,889)      $719,956

Denominator:
      Denominator for basic earnings (loss) per share:
         Weighted average shares outstanding                4,419,997     6,177,273       4,419,997     5,327,734
      Effect of Dilutive Securities:
         Dilutive options outstanding                               0       505,669               0       431,908
      Denominator for diluted earnings per share-
                                                        ==============  ============   =============  ============
         Adjusted weighted average shares and assumed
         conversions                                        4,419,997     6,682,942       4,419,997     5,759,642
                                                        ==============  ============   =============  ============
Basic Earnings (loss) per share                                 $0.02         $0.04         ($0.18)         $0.13
                                                        ==============  ============   =============  ============
Diluted Earnings (loss) per share                               $0.02         $0.04         ($0.18)         $0.13
                                                        ==============  ============   =============  ============
</TABLE>

Comprehensive Income
During the nine months ended March 31, 1999,  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 note.

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.

(4) Inventories

Inventories as of March 31, 1999 consisted of the following:

                                        Current     Non-Current        Total
Stamps                                 $1,712,881     $967,351      $2,680,232
Sports cards and sports memorabilia       665,575      429,471       1,095,046
Coins                                      52,119                       52,119
Other collectibles                      1,286,416      712,081       1,998,497
                                      =========================================
                                       $3,716,992   $2,108,902      $5,825,894
                                      =========================================

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

(5) Acquisition of Subsidiary

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) a private  placement of 200,000 shares of the
Company's  Common Stock to each of Leon Liebman,  Greg Manning and Afinsa Bienes
Tangibles  S.A. and (ii) a term loan, as described  below.  Please refer to Form
8-K/A1, which was filed by the Company on January 12, 1999.

(6) Marketable Securities

As of March 31, 1999,  the Company owned  approximately  1.5% or 550,000  common
shares of PICK  Communications,  which is  primarily  engaged in the business of
issuing prepaid  telephone  cards.  During the nine months ended March 31, 1999,
the Company sold 1,882,289 shares for  approximately  $1,443,602  resulting in a
pre-tax gain on the sale of marketable securities of approximately $1,334,844.

The Company also sold 100,000 shares of Pro Net Link Corp., an internet  service
provider,  for approximately $148,424 resulting in a pre-tax loss on the sale of
securities of approximately $(48,684).

The fair value of PICK 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
company's  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.

                                                Market        Unrecognized
                                Cost             Value            Gain
                            --------------   --------------  ----------------
                            ==============   ==============  ================
Pick Communications             $  31,779        $  66,875        $   35,096
                            ==============   ==============  ================


The  unrealized  gain is  classified  as a separate  component of  stockholders'
equity, net of tax, in the amount of $18,250.

(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 nine
months ended March 31, 1999,  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
nine months  ended March 31,  1998 and 1999 were  approximately  $ 120,264 and $
240,793,  respectively,  in the case of Kramer Levin and  approximately $ 56,300
and $ 98,255, respectively, in the case of Micro Strategies, Incorporated.

In the ordinary course of business, Afinsa Bienes Tangibles S.A. ("Afinsa"), the
beneficial owner of 1,117,624  shares of the Company's  Common Stock,  consigned
material to the Company which was  auctioned  during the nine months ended March
31, 1999 for a total  hammer price of $316,600 and  purchased  artwork  totaling
$850,000.

(8) Debt

The Company is party to a secured  revolving  credit and term loan facility with
Brown Brothers Harriman & Co.  ("BBH&Co.").  At March 31, 1999,  borrowing under
the revolving  credit  facility and term loan totaled $ 4,102,000 and $ 106,250,
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.  totaling  $1,500,000 related to 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 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.


(9  Supplementary Cash Flow Information

Following is a summary of supplementary cash flow information:

                                                       Nine months ended
                                                           March 31,
                                                --------------------------------
                                                      1998              1999
                                                -------------    --------------
Interest paid                                     $ 583,689         $ 526,494
Income taxes paid                                   176,901             1,621

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         -               916,681



<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 nine month periods ended March 31, 1999,  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 nine months  ended March 31, 1998 and 1999.  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 March 31, 1999
Compared with the three months ended March 31, 1998

         The Company recorded an increase in revenues of $ 1,835,705 (62%), from
$ 2,966,430  for the three  months  ended March 31, 1998 to $ 4,802,135  for the
three months ended March 31, 1999.  This increase was primarily  attributable to
increases in revenues  from the sale of the Company's  inventories  of $ 933,228
(40%) for the three month period ended March 31, 1999 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.  Of the total revenue  increase,  $
1,046,434  (76%) 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 $
324,692  (43%) in the three  months  ended March 31, 1999  compared to the three
months  ended March 31,  1998.  The overall  gross  margin  increased  to 33% on
inventory  sales  during the three  months ended March 31, 1999 from 30% for the
comparable period in the prior year.

         The Company's operating expenses increased by $ 1,455,456 (130%) in the
three months ended March 31, 1999 compared to the same period in the prior year.
These costs  resulted in operating  costs of 53% of  operating  revenues for the
three months ended March 31, 1998 compared to 37% 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 $ 2,122  during the three  months ended
March 31, 1999 as compared to the three months ended March 31, 1998.

         Net Income:  The  Company's  operating  profits of $ 36,707  during the
three  months  ended  March  31,  1999  and the net  gain on sale of  marketable
securities  of $ 626,708  were the  primary  components  of the net  income of $
254,084 for the three  months ended March 31, 1999  compared to $ 98,094  during
the three months ended March 31, 1998.

Nine months ended March 31, 1999
Compared with the nine months ended March 31, 1998

         The  Company  had an  increase  in  revenue of $  4,594,383  (71%) to $
11,068,954  for  the  nine  months  ended  March  31,  1999 as  compared  to the
comparable  period ended March 31, 1998.  This increase was  attributable to the
increase in revenues  from the sale of the  Company's  inventory  by $ 2,779,996
(61%) and revenues  from  Teletrade  which were not  included in the  comparable
period ended March 31, 1998.

         Gross  profits on the sales of the Company's  inventory  increased by $
1,546,571 for the nine months ended March 31, 1999 as compared to the comparable
period ended March 31, 1998. The overall gross profit  margins  increased to 31%
on  inventory  sales for the nine  months  ended March 31, 1999 from 23% 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 $ 1,687,493
(45%) for the nine months  ended  March 31,  1999 as compared to the  comparable
period ended March 31, 1998.  The primary  reason for the cost  increase was the
inclusion  of the  expenses of  Teletrade  which were not  included in the prior
period.

         Interest  expense  increased  approximately $ 48,668 in the nine months
ended March 31, 1999 as compared to the comparable  period ended March 31, 1998.
The increase was  primarily  attributable  to increased  borrowings  outstanding
during the current nine month period.  Interest income increased approximately $
15,587 for the nine months  ended  March 31, 1999 as compared to the  comparable
period ended March 31, 1998.

         The  Company  recorded  a net income of $ 719,956  for the nine  months
ended  March 31, 1999 as compared to a net loss of $ 809,889 for the nine months
ended March 31, 1998.  This change was primarily due to those factors  mentioned
above as well as the gain on sale of marketable securities of $ 1,286,160.

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.

        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  dependent  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 March 31, 1999, the Company's working capital position was 
$ 4,112,876, compared to $ 1,455,028 as of June 30, 1998.  This increase of 
$ 2,657,848 was primarily due to increases in auctions  receivable ($ 952,596),
inventory ($1,674,056)and decreases in payables to third-party  consignors 
($ 2,332,401)  which was partly offset by an increase in accounts payable and 
accrued expenses ($1,166,379). These items were the material cause of the 
negative cash flow from operating activities of $ 2,178,010.

         The  Company  experienced  an  decrease  in cash  flow  from  investing
activities  for the nine months  ended  March 31, 1999 of $ 2,550,057  which was
primarily attributable to the acquisition of Teletrade and the investment in the
joint venture, GMAI-Asia.com.

         The  Company  experienced  an  increase  in cash  flow  from  financing
activities  for the nine months  ended March 31, 1999 of $  4,404,633.  This was
attributable  to the Company  increasing  its notes  payable and term loans by $
1,090,961,  the exercise of employee  stock options of $ 813,672 and the sale of
the Company's Common Stock of $ 2,500,000.

         On February 10, 1999, the Company entered into an agreement with Afinsa
whereby  Afinsa agreed to purchase  $5.0 million of the  Company's  Common Stock
over a nine month  period.  As of May 11, 1999,  the Company has  received  $1.5
million  from  Afinsa  and has  issued  190,250  shares of  Common  Stock of the
Company.

         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.

         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 possible 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.

(b)      Exhibits

10 Employment Agreement between James Reiman and Registrant dated as of
      March 31, 1999

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:  May 14, 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
-------- ------------------------------------------

10  Employment Agreement between James Reiman and Registrant dated 
      as of March 31, 1999

27  Financial Data Schedule


<PAGE>


                                   Exhibit 10

                              EMPLOYMENT AGREEMENT

                  EMPLOYMENT AGREEMENT, dated as of the 31st day of March, 1999,
by and between Greg Manning  Auctions,  Inc., a New York corporation  having its
principal  office as 775 Passaic  Avenue,  West Caldwell,  New Jersey 07006 (the
"Company"),  and James Andrew Reiman, residing at 1291 Asbury Avenue,  Winnetka,
Illinois 60093 (the "Executive").

                  WHEREAS,  the parties are entering into this  Agreement to set
forth and confirm their  respective  rights and obligations  with respect to the
Executive's employment by the Company.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein contained,  the parties hereto,  intending to be legally bound,  mutually
agree as follows:

                  1.  Employment  and  Term.  The  Company  hereby  employs  the
Executive  as  the  Executive  Vice   President-E-Commerce   Strategic  Business
Development  of the Company and the  Executive  agrees to serve in the employ of
the  Company  as the  Executive  Vice  President-E-Commerce  Strategic  Business
Development for a term which shall commence on April 1, 1999 and shall terminate
as provided in this Agreement (the "Employment Term").


<PAGE>




                  2. Duties.  (a) The  Executive  shall serve as Executive  Vice
President-E-Commerce  Strategic Business Development of the Company.  Subject to
the ultimate control and discretion of the Board of Directors of the Company and
the Chief  Executive  Officer of the Company to whom the Executive  shall report
directly,  the  Executive  shall have such  duties as may be  prescribed  by the
Company.

                          (b)  During the Employment Term, Executive may conduct
his duties at his office in Winnetka, Illinois and Executive  shall  not be  
required  to  maintain  his  office  at the  Company's principal office.  
Executive shall be entitled to reimbursement from the Company for up to  $300.00
per month of his  telephone  expenses  and  Internet  access expenses  incurred
as a result of working from his home upon the  submission  to the Company of 
appropriate supporting documentation.

                           (c) The  Executive  shall  devote his entire  working
time to the business of the Company, subject to
vacations  and sick leave in  accordance  with the  Company  policy.  During the
Employment Term, each year Executive shall be entitled to the personal vacations
with full  compensation  generally  provided to executives of the same level and
responsibility as Executive.
Executive  shall be  entitled  to a paid  vacation  during the period  August 14
through 21, 1999.


                  3.  Compensation.  (a)  For  the  full,  prompt  and  faithful
performance of all his duties and services hereunder,  the Company shall pay the
Executive an annual base salary of $140,000  per year,  which annual base salary
may be increased at the Company's  sole  discretion.  Such base salary and other
compensation  shall be payable in accordance  with the Company's  normal payroll
practices as in effect from time to time.

                           (b) In addition to the options  granted to  Executive
pursuant to certain consulting agreements, dated
December 31, 1998 and February 28, 1999 (the "Initial Option Shares"),  on April
1,  1999 the  Company  shall  grant to  Executive  an  option,  pursuant  to the
Company's 1997 Stock  Incentive Plan, to purchase 20,000 shares of the Company's
common stock (the "Option  Shares" and together with the Initial  Option Shares,
the "Total Option  Shares').  The exercise  price for each Option Share shall be
$9.375 (the closing sale price of the Company's common stock on the Nasdaq Small
Cap Market on the last trading day immediately  prior to the date of the grant).
The Option Shares shall vest in four equal annual installments  beginning on the
first  anniversary  of the  date  of  the  grant.  All  other  terms  (including
exercisability)  of the Option  Shares shall be governed by the  Company's  1997
Stock Incentive Plan, as well as the applicable  option  agreement  entered into
pursuant to the terms of such plan.

                           (c) The  compensation  provided  for in Section  3(a)
above, shall be in addition to such rights as the
Executive  may  have  during  his  employment  hereunder,   or  thereafter,   to
participate  in and receive  benefits from or under any stock  option,  pension,
profit  sharing,  insurance  or  other  employee  benefit  plan or  plans of the
Company,  generally  provided to executives of the same level and responsibility
as  Executive;  provided,  however,  Executive  has the option to opt out of the
Company's  medical insurance plan, in which event Executive shall be entitled to
the  reimbursement  of the  premiums  paid under  Executive's  personal  medical
insurance  policy in an amount not to exceed the amount the  Company  would have
paid had Executive participated in the Company's medical plan.

                  4. Expenses.  (a) Executive is entitled to  reimbursement  for
reasonable  travel and other  reasonable  business  expenses  duly  incurred  by
Executive  in the  performance  of his duties  under this  Agreement,  including
reasonable  expenses  incurred by Executive in  traveling  from  Illinois to the
Company's  principal  offices,  upon the  submission  to the  Company of expense
vouchers and other appropriate supporting documentation.

                         (b)  Executive shall be entitled to attend conventions,
conferences and seminars of the Direct Marketing Association and other trade and
business associations.  Executive is entitled to reimbursement  for fees and  
expenses  incurred in attending  such  conferences, conventions or seminars, 
including reasonable travel expenses up to a maximum of $5,000 per year; 
provided,  however,  the Company shall reimburse Executive for any fees and  
expenses in excess of such amount if  Executive  has  obtained the prior written
approval of the Company.  Notwithstanding the foregoing provision,during the 
Employment  Term, the Company shall reimburse  Executive for any fees and  
expenses  incurred  in  attending  all  conferences  and  seminars  of  the
Corporation Counsel Institute held annually in Chicago, Illinois.

                  5.  Confidential  Information.  (a) The  Company  owns and has
developed and compiled,  and will develop and compile,  certain  proprietary and
confidential  information which have great value to its business  (collectively,
"Confidential   Information").   Confidential   Information  includes  not  only
information  disclosed  by  the  Company  to  Executive,  but  also  information
developed or learned by Executive during the course or as a result of employment
with the  Company,  which  information  shall be the  property  of the  Company.
Confidential  Information  includes  all  information  that  has or  could  have
commercial  value or other  utility  in the  business  in which the  Company  is
engaged or contemplates  engaging, and all information of which the unauthorized
disclosure could be detrimental to the interests of the Company,  whether or not
such  information is specifically  labelled as  Confidential  Information by the
Company.  By way of example and  without  limitation,  Confidential  Information
includes any and all information developed, obtained, licensed by or to or owned
by  the  Company  concerning  trade  secrets,  techniques,  know-how,  software,
computer  programs and designs,  development  tools, and any other  intellectual
property created,  used or sold (through a license or otherwise) by the Company,
electronic data information  know-how and processes,  innovations,  discoveries,
improvements,  research,  development,  test results,  reports,  specifications,
data, formats, marketing data and plans, business plans, strategies,  forecasts,
unpublished  financial  information,  orders,  agreements  and  other  forms  of
documents,  price and cost information,  expansion plans, budgets,  projections,
customer,   supplier,   licensee,   licensor   and   subcontractor   identities,
characteristics,  agreements and operating procedures,  and salary, staffing and
employment information.

                           (b)  Executive acknowledges and agrees that in the 
performance of his duties hereunder the Company will disclose to and entrust  
Executive with  Confidential  Information  which is the exclusive property of 
the Company and which Executive may possess or use only in the  performance  of 
duties for the Company.  Executive also  acknowledges  that Executive is aware 
that the unauthorized disclosure of Confidential Information,among other things,
may be prejudicial to the Company's  interests,  an invasion of privacy and an 
improper  disclosure of trade  secrets.  Executive  shall not, directly or  
indirectly,  use,  make  available,  sell,  disclose  or  otherwise communicate 
to any corporation, partnership or other entity, individual or other
third party, other than in the course of Executive's assigned duties and for the
benefit  of  the  Company,  any  Confidential  Information,  either  during  the
Employment  Term or  thereafter.  Executive  agrees not to publish,  disclose or
otherwise disseminate such information without the prior written approval of the
Chief Executive Officer of the Company.

                           (c) In the  event  Executive's  employment  with  the
Company ceases for any reason, Executive will not remove
from the  Company's  premises  without  its prior  written  consent  any records
(written or electronic),  files, drawings, documents,  equipment,  materials and
writings received from,  created for or belonging to the Company,  including but
not limited to those which relate to or contain Confidential Information, or any
copies thereof.  Upon request or when  employment  with the Company  terminates,
Executive will immediately deliver the same to the Company.

                  6. Non-Competition.  (a) During the Employment Term, Executive
shall not: (i) engage in any activity  which  conflicts  or  interferes  with or
derogates  from the  performance  of  Executive's  duties  hereunder  nor  shall
Executive  engage in any other business  activity,  whether or not such business
activity is pursued for gain or profit, except as approved in advance in writing
by the Chief Executive Officer or the Board of Directors of the Company; or (ii)
accept any other  employment,  whether as an executive or  consultant  or in any
other capacity, and whether or not compensated therefor.

                           (b)      Without limiting the generality of the 
provisions of Section 2(a) or 3(a) of this Agreement, during the Employment Term
and for a period of one year  thereafter,  Executive shall  not,  directly  or  
indirectly,  own,  manage,  operate,  join,  control, participate  in, invest in
or otherwise be connected or associated  with, in any manner,  including as an 
officer,  director,  employee,  independent contractor, stockholder, member, 
partner, consultant, advisor, agent, proprietor, trustee or investor,  any 
Competing Business;  provided,  however,  that ownership of 5% or less of the 
stock or other  securities of a  corporation,  the stock of which is listed on a
national  securities  exchange  or is quoted  on The  Nasdaq  Stock Market,  
shall not  constitute  a breach of this Section 6, so long as Executive
does not in fact have the power to control,  or direct the  management of, or is
not otherwise associated with, such corporation; provided further, however, that
if Executive's  employment is terminated  under Section 7(d) of this  Agreement,
then the  provisions of this Section 6(b) shall remain in effect only so long as
and during the period in which the Company continues to pay to Executive amounts
as severance pursuant to Section 7(d) of this Agreement.

                           For purposes  hereof,  the term "Competing  Business"
shall mean (i) any business or venture which, directly
or indirectly, markets or sells the type of collectibles sold by the Company; or
(ii) any business or venture which,  directly or indirectly,  manages,  markets,
sells,  licenses,  develops,  produces or operates any internet-related  service
that  promotes,  or  provides a means for the  conduct  of,  on-line  marketing,
promotion,  sales  or  distribution  of the  type  of  collectibles  sold by the
Company; or (iii) any other business which is substantially similar to the whole
or any significant part of the business conducted by the Company.

                           (c)  During the Employment Term, Executive shall not 
(i) directly or indirectly solicit or attempt to solicit any of the  employees, 
agents,  consultants or  representatives  of the Company to terminate  his, her,
or its  relationship  with the Company;  or (ii) directly or indirectly  solicit
or attempt  to solicit  any of the  employees, agents,  consultants  or  
representatives  of the  Company to become  employees, agents, representatives 
or consultants of any other person or entity.


                  7.  Termination  of  Employment.  (a)  Termination  for Cause;
Termination  by Reason of Death or Retirement or Voluntary  Resignation.  In the
event that Executive's  employment hereunder is terminated during the Employment
Term  (x) by the  Company  for  Cause  (as  defined  below),  (y) by  reason  of
Executive's  death or  retirement  or (z) by  reason  of  Executive's  voluntary
resignation,  other than for "Good Reason" (as defined below), the Company shall
pay to Executive, within thirty (30) days of the date of such termination,  only
the  Base  Salary  through  such  date  of  termination.  For  purposes  of this
Agreement,  "Cause"  shall  mean (i)  conviction  of any crime  (whether  or not
involving the Company) constituting a felony in the jurisdiction involved or any
crime  involving  fraud or dishonesty;  (ii) engaging in any  substantiated  act
involving  moral  turpitude;  (iii)  engaging  in any act  which,  in each case,
subjects, or if generally known would subject, the Company to public ridicule or
embarrassment;   (iv)  gross  neglect  or  misconduct  in  the   performance  of
Executive's  duties hereunder,  which is not cured within 10 days of Executive's
receipt of written  notice  specifying  such gross  neglect or  misconduct;  (v)
willful  or  repeated  failure  or  refusal  to  perform  such  duties as may be
delegated to Executive  commensurate with Executive's position; or (vi) material
breach of any provision of this Agreement by Executive.

                  (b) Disability.  If, as a result of Executive's incapacity due
to physical or mental illness, Executive shall have been absent from Executive's
duties  hereunder  on a full time basis for either (i) one hundred  twenty (120)
days within any three hundred  sixty-five (365) day period,  or (ii) ninety (90)
consecutive days, the Company may terminate Executive's employment hereunder for
"Disability,"  except  as  otherwise  required  by law or  the  policies  of the
Company.  In that event, the Company shall pay to Executive,  within thirty (30)
days, of the date of such termination, only the Base Salary through such date of
termination.  During  any period  that  Executive  fails to perform  Executive's
duties  hereunder as a result of incapacity due to physical or mental illness (a
"Disability  Period"),  Executive shall continue to receive the compensation and
benefits  provided by Section 3 of this Agreement until  Executive's  employment
hereunder is terminated;  provided, however, that the amount of compensation and
benefits  received by Executive during the Disability Period shall be reduced by
the aggregate  amounts,  if any, payable to Executive under  disability  benefit
plans and programs of the Company.

                           (c)Resignation for Good Reason.  Executive may resign
for "Good Reason," defined as Executive's written notice of resignation, at 
least 14 days in advance of such resignation, upon the happening of any of the 
following: (i) a material breach by the Company of its obligations to Executive 
arising in connection with this Agreement;  (ii) if the  Company  substantially,
materially,  and  without  Executive's  consent reduces  Executive's  title  or 
job  responsibilities, reduces the benefits available to Executive  or reduces  
Executive's  salary,  except for  general, across-the-board  reductions in 
benefits by the Company  affecting all employees equally and not  
disproportionately  affecting  Executive;  or (iii) a Change in
Control. For purposes of this Agreement a "Change in Control" shall be deemed to
have  occurred  upon  the  happening  of any of the  following  events:  (a) any
"person",  as such term is used in  Sections  13(d) and 14(d) of the  Securities
Exchange Act of 1934, as amended (the "1934 Act"), is or becomes the "beneficial
owner" (as  defined in Rule 13d-3 under the 1934 Act),  directly or  indirectly,
whether by purchase or  acquisition or agreement to act in concert or otherwise,
of 49% or more of the outstanding shares of common stock of the Company;  or (b)
a cash tender or  exchange  offer for 50% or more of the  outstanding  shares of
common stock of the Company is commenced; or (c) the stockholders of the Company
approve  an  agreement  to  merge,  consolidate,   liquidate,  or  sell  all  or
substantially all of the assets of the Company; or (d) two or more directors are
elected to the Board of Directors  without having  previously been nominated and
approved  by  the  members  of the  Board  of  Directors  incumbent  on the  day
immediately  preceding  such  election;  provided,  however,  that in the  event
Section 3.7.1(a) of the Company's 1997 Stock Incentive Plan is amended so that a
"change in control" is triggered by the purchase or  acquisition or agreement to
act in  concert  or  otherwise,  of less than 49% of the  outstanding  shares of
Common Stock of the Company,  then term "Change in Control" as used herein shall
be amended to conform with such new definition in the Company's  stock incentive
plan, as amended.

                           (d)     Termination By Company For Any Other Reason.
In the event that Executive's employment hereunder is terminated  by the Company
during the  Employment  Term for any reason other than as  provided in Section  
7(a) or 7(b) of this  Agreement,  or if  Executive resigns  for "Good  Reason" 
as provided  in Section  7(c)  above,  then ( i )the Company shall pay to 
Executive the Base Salary  through such date of termination and, in lieu of any 
further  compensation  and  benefits  for the balance of the Employment Term, an
amount equal to $140,000 less any Option Profits ("Severance Pay"),  and ( ii) 
all  unvested  Option  Shares  and all option  shares  granted pursuant to the 
December 31, 1998 consulting agreement shall immediately vest in full.  For  
purposes  of this  Section  7(d),  "Option  Profits"  shall mean the
difference  between  the Fair  Market  Value  (as such  term is  defined  in the
Company's 1997 Stock Incentive  Plan) of the Company's  common stock on the date
of termination  under this Agreement less the applicable  option  exercise price
multiplied  by the number of (i)  applicable  Total  Option  Shares fully vested
and/or (ii) applicable  shares of common stock issued upon exercise of any Total
Option  Shares,  as the case may be. Such  Severance  Pay shall be paid,  in the
Company's sole  discretion,  either (i) commencing with such date of termination
at the times and in the amounts such Base Salary  would have been paid,  or (ii)
in a single  lump sum payment to be paid no later than sixty (60) days after the
date of termination.  Notwithstanding anything to the contrary contained herein,
in the event that Executive  shall breach Section 5 or 6 of this  Agreement,  in
addition  to any other  remedies  the  Company  may have in the event  Executive
breaches this Agreement,  the Company's obligation pursuant to this Section 7(d)
to continue such salary payment shall cease and Executive's rights thereto shall
terminate and shall be forfeited.

                  8. Assignment and Transfer.  (a) This Agreement shall inure to
the benefit of and be enforceable by, and may be assigned by the Company to, any
purchaser of all or substantially all of the Company's  business or assets,  any
successor to the Company or any assignee thereof (whether direct or indirect, by
purchase, merger, consolidation or otherwise). The Company will require any such
purchaser,  successor or assignee to expressly  assume and agree to perform this
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform it if no such  purchase,  succession or assignment had taken
place.

                           (b)  Executive's rights and obligations under this 
Agreement shall not be transferable by Executive by assignment or otherwise, and
 any purported assignment, transfer or delegation thereof shall be void.

                  9. Miscellaneous. (a) Other Obligations.  Executive represents
and  warrants  that  neither   Executive's   employment  with  the  Company  nor
Executive's  performance of Executive's obligations hereunder will conflict with
or violate or otherwise are inconsistent  with any other  obligations,  legal or
otherwise, which Executive may have.

                           (b)License.  The Company acknowledges that Executive 
is not licensed to practice law in the States of New  Jersey  and New York and  
Executive's  employment  with the  Company is not conditioned on obtaining such 
licenses.

                           (c)Governing Law.  This Agreement, including the 
validity, interpretation, construction and performance of this Agreement,  shall
be governed by and construed in accordance with the internal laws of the State 
of New York, without regard to principles of the conflicts of law thereof.

                           (d)Jurisdiction; Forum.  Each party hereto consents 
and submits to the jurisdiction of any state court sitting in the county of New 
York or federal court sitting in the Southern District of New York in connection
with any dispute  arising out of or relating to this Agreement.Each party hereto
waives any objection to the laying of venue in such  courts and any  claim  that
any such  action  has been  brought  in an inconvenient forum. To the extent 
permitted by law,any judgment in respect of a dispute arising out of or relating
to this  Agreement  may be enforced in any other jurisdiction  within or outside
the United States by suit on the judgment, a certified  copy of such  judgment  
being  conclusive  evidence of the fact and amount of such judgment.

                           (e)Entire Agreement.  This Agreement contains the 
entire agreement and understanding between the
parties hereto in respect of the subject matter hereof and supersede, cancel and
annul any prior or contemporaneous  written or oral agreements,  understandings,
commitments  and practices  between them  respecting  the subject matter hereof,
including  all prior  employment  agreements,  if any,  between  the Company and
Executive,  which agreement(s)  hereby are terminated and shall be of no further
force or effect.


                           (f)      Amendment.  This Agreement may be amended 
only by a writing which makes express reference to this
Agreement as the subject of such  amendment and which is signed by Executive and
a duly authorized officer of the Company.

                           (g)      Severability.  If any term, provision, 
covenant or condition of this Agreement or part thereof, or
the application thereof to any person,  place or circumstance,  shall be held to
be invalid,  unenforceable  or void by a court of  competent  jurisdiction,  the
remainder  of this  Agreement  and such term,  provision,  covenant or condition
shall remain in full force and effect,  and any such invalid,  unenforceable  or
void term,  provision,  covenant or condition  or part thereof  shall be deemed,
without further action on the part of the parties hereto, modified,  amended and
limited,  and the court shall have the power to modify,  to the extent necessary
to render the same and the remainder of this Agreement  valid,  enforceable  and
lawful. In this regard, Executive acknowledges that the provisions of Sections 4
and 6 of this  Agreement are  reasonable and necessary for the protection of the
Company.

                           (h)      Construction.  The headings and captions of 
this Agreement are provided for convenience only and
are intended to have no effect in construing or interpreting this Agreement. The
language  in all  parts  of  this  Agreement  shall  be in all  cases  construed
according  to its fair  meaning and not  strictly  for or against the Company or
Executive.  The use herein of the word  "including,"  when following any general
provision,  sentence, clause, statement, term or matter, shall be deemed to mean
"including,  without  limitation."  As used  herein,  "Company"  shall  mean the
Company and its  subsidiaries  and any  purchaser  of,  successor to or assignee
(whether direct or indirect, by purchase, merger, consolidation or otherwise) of
all or substantially all of the Company's  business or assets which is obligated
to perform this Agreement by operation of law,  agreement  pursuant to Section 7
of this Agreement or otherwise.  As used herein, the words "day" or "days" shall
mean a calendar day or days.

                           (i)      Nonwaiver.  Neither any course of dealing 
nor any failure or neglect of either party hereto in any
instance to exercise any right, power or privilege  hereunder or under law shall
constitute a waiver of any other right, power or privilege or of the same right,
power or  privilege  in any other  instance.  All waivers by either party hereto
must be contained in a written instrument signed by the party to be charged and,
in the case of the Company, by its duly authorized officer.

                           (j)      Remedies for Breach.  The parties hereto
agree that Executive is obligated under this Agreement to
render  personal  services  during the  Employment  Term of a  special,  unique,
unusual, extraordinary and intellectual character, thereby giving this Agreement
peculiar  value,  and,  in the  event of a breach  or  threatened  breach of any
covenant of Executive herein, the injury or imminent injury to the value and the
goodwill  of the  Company's  business  could  not be  reasonably  or  adequately
compensated  in damages in an action at law.  Accordingly,  Executive  expressly
acknowledges  that  the  Company  shall be  entitled  to  specific  performance,
injunctive relief or any other equitable remedy against  Executive,  without the
posting  of a bond,  in the  event of any  breach  or  threatened  breach of any
provision  of  this  Agreement  by  Executive  (including,  without  limitation,
Sections 5 and 6 of this  Agreement).  Without  limiting the  generality  of the
foregoing,  if Executive  breaches or threatens to breach Section 5 or 6 of this
Agreement,  such breach or threatened  breach will entitle the Company to enjoin
Executive  from  disclosing  any  Confidential   Information  to  any  Competing
Business,  to enjoin such  Competing  Business from  receiving from Executive or
using  any such  Confidential  Information  and/or  to  enjoin  Executive  from,
indirectly  or directly,  owning,  managing,  operating,  joining,  controlling,
participating  in, investing in or otherwise being connected or associated with,
in any  manner,  any such  Competing  Business.  The rights and  remedies of the
parties hereto are  cumulative  and shall not be exclusive,  and each such party
shall be entitled to pursue all legal and  equitable  rights and remedies and to
secure  performance  of the  obligations  and  duties  of the other  under  this
Agreement,  and the  enforcement of one or more of such rights and remedies by a
party shall in no way  preclude  such party from  pursuing,  at the same time or
subsequently, any and all other rights and remedies available to it.

                           (k)      Notices.  Any notice, request, consent or
approval required or permitted to be given under this
Agreement or pursuant to law shall be sufficient if in writing,  and if and when
sent by courier,  such as Federal  Express,  which  provides  next  business day
delivery and tracking of delivery ("Courier"),  or certified or registered mail,
return receipt  requested,  with postage prepaid,  to Executive's  residence (as
reflected in the  Company's  records or as otherwise  designated by Executive on
thirty  (30) days' prior  written  notice to the  Company)  or to the  Company's
principal executive office, attention:  Chief Executive Officer, as the case may
be. All such notices,  requests,  consents and approvals  shall be effective one
business  day after being sent by Courier for next  business  day  delivery  or,
three days after being  deposited in the United States mail.  However,  the time
period in which a response  thereto must be given shall commence to run from the
date of  receipt  on the  return  receipt  of the  notice,  request,  consent or
approval by the addressee thereof.  Rejection or other refusal to accept, or the
inability to deliver  because of changed address of which no notice was given as
provided herein, shall be deemed to be receipt of the notice,  request,  consent
or approval sent.

                           (l)      Survival.  Cessation or termination of 
Executive's employment with the Company shall not result in
termination  of this  Agreement.  The  respective  obligations  of Executive and
rights and benefits  afforded to the Company as provided in this Agreement shall
survive cessation or termination of Executive's employment hereunder,  except as
set forth herein.  This Agreement  shall not terminate upon, and shall remain in
full force and  effect  following,  expiration  of the  Employment  Term and all
rights and  obligations  of the  parties  hereto as and to the  extent  provided
herein shall survive such expiration.

                  IN WITNESS  WHEREOF,  the Company has caused this Agreement to
be duly  executed  on its behalf by an officer  thereunto  duly  authorized  and
Executive has duly executed  this  Agreement,  all as of the date and year first
written above.

GREG MANNING AUCTIONS, INC.:                         EXECUTIVE:



By:  /s/Greg Manning                                     /s/James Reiman
Name:   Greg Manning                                   James Andrew Reiman
Title:     President, Chief Executive Officer