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 September 30, 1998

                                   OR

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

For the transition period ________ to ________


                         Commission file number 1-11988


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


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


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


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

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

As of  October  23,  1998,  Issuer  had  4,419,997  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 - September 30, 1998 (Unaudited)              3

Consolidated Statements of Operations and Retained Earnings -            4
Three months ended September 30, 1997 and 1998 (Unaudited)

Consolidated Statements of Cash Flows -                                  5
Three months ended September 30, 1997 and 1998 (Unaudited)

Consolidated Statement of Comprehensive Income                           6
Three months ended September 30, 1997 and 1998 (Unaudited)

Notes to Consolidated Financial Statements                               7
as of September 30, 1998

Item 2.  Management's Discussion and Analysis                           11



<PAGE>



                                 GREG MANNING AUCTIONS, INC.
                                  Consolidated Balance Sheet
                                      September 30, 1998
                                         (Unaudited)

                          Assets

Current assets:
Cash and cash equivalents                                          $  193,431
Accounts receivable
    Auctions receivable                                             5,294,136
    Advances to consignors                                          1,108,732
Inventory                                                           2,421,089
Income taxes receivable                                               111,000
Deferred tax asset                                                    200,971
Prepaid expenses and deposits                                          54,724
                                                       -----------------------
    Total current assets                                            9,384,083
Property and equipment, net                                           508,956
Goodwill                                                            1,722,842
Marketable securities                                                 249,253
Other non-current assets
    Inventory                                                       1,801,225
    Advances to consignors                                            639,218
    Other Receivables                                                 974,053
    Other                                                             387,428
                                                       =======================
    Total assets                                                  $15,667,058
                                                       =======================
           Liabilities and Stockholders' Equity
Current liabilities:
Demand notes payable                                             $  3,522,000
Note payable - current portion                                        166,710
Payable to third party consignors                                   3,069,736
Accounts payable                                                      430,133
Accrued expenses                                                      432,583
Income taxes payable                                                  225,071
                                                       -----------------------
    Current liabilities                                             7,846,233
Notes payable - long-term portion                                     113,055
                                                       -----------------------
    Total liabilities                                               7,959,288
                                                       -----------------------


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                             44,200
  outstanding
Additional paid in capital                                         6,819,690
Unrealized loss on marketable securities                             (19,061)
Retained earnings                                                    862,941
                                                       -----------------------
    Total stockholders' equity                                     7,707,770
                                                       -----------------------
    Total liabilities and stockholders' equity                   $15,667,058
                                                       =======================
                        See accompanying notes to financial statements
<PAGE>
                           GREG MANNING AUCTIONS, INC.
               Consolidated Statements of Operations and Retained Earnings
                                   (Unaudited)


                                      Three months ended September 30,
                               ----------------------------------------------
                                       1997                           1998
                                  ----------------        --------------------

Operating revenues
    Sales of merchandise         $   1,860,356             $       996,629
    Commissions earned                 529,506                     601,449
                                ----------------           ------------------
                                     2,389,862                   1,598,078
                                ----------------           ------------------
Operating expenses
    Cost of merchandise sold         1,555,510                     722,166
    General and administrative       1,121,009                     859,771
    Marketing                          156,740                     132,218
                                -----------------          ------------------
                                     2,833,259                   1,714,155
                                -----------------          ------------------
       Operating profit (loss)        (443,397)                   (116,077)
Other income (expense)
    Gain on sale of marketable 
         securities                      -                         556,817
    Interest and other income           97,851                      96,642
    Interest expense                  (173,153)                   (102,690)
                                ------------------         -------------------
Income (loss) before income taxes     (518,699)                    434,692

Provision for (benefit from)
   income taxes                       (225,634)                    225,071
                                ------------------         -------------------
    Net income (loss)                 (293,065)                    209,621
Retained earnings, 
   beginning of period                 884,872                     653,320
                                ------------------          ------------------
Retained earnings, 
   end of period                 $     591,807               $     862,941
                                ==================           =================

Basic Earnings (loss) per share
    Weighted average shares 
       outstanding                   4,419,997                   4,419,997
                                     ==========                  =========
   Basic earnings (loss) per share    $(0.07)                       $ 0.05
                                     ==========                  =========
 
Diluted Earnings (loss) per share
    Weighted average shares 
       outstanding                   4,419,997                   4,796,528
                                     ==========                 ===========
  Diluted Earnings (loss) per share   $ (0.07)                      $ 0.04
                                     ==========                 ===========


                 See accompanying notes to financial statements



<PAGE>

<TABLE>
<CAPTION>

                           GREG MANNING AUCTIONS, INC.
                   Consolidated Statements of Cash Flows
                                (Unaudited)

                                                                            Three months ended September 30,
                                                                         ----------------------------------------
                                                                                1997                 1998
                                                                         -------------------  -------------------
<S>                                                                             <C>             <C>
Cash flows from operating activities:
     Net income (loss)                                                          $ (293,065)     $   209,621
                                                                                  
     Adjustments to reconcile net income to net cash from operating activities:
        Depreciation and amortization                                               95,731           90,655
        Provision for bad debts                                                     25,000              -
        Gain on sale of marketable  securities                                         -           (556,817)
 (Increase) decrease in assets:
        Auctions receivable                                                       1,681,591        2,413,724
        Advances to consignors                                                    4,143,378          635,277
        Notes receivables                                                           231,208              -
        Inventory                                                                   181,563         (378,360)
        Due from affiliate - CRM                                                    (2,950)              -
        Income taxes receivable                                                   (262,867)              -
        Prepaid expenses and deposits                                                 6,701           25,122
        Other assets                                                                    -           (246,060)
 Increase (decrease) in liabilities
        Payable to third-party consignors                                       (4,238,234)       (2,333,433)
        Accounts payable                                                          (876,389)          (20,542)
        Accrued expenses                                                           132,460          (219,401)
        Income taxes payable                                                      (121,786)          225,071
                                                                                -----------        -------------
                                                                                   702,341          (155,143)
                                                                                ------------       -------------
Cash flows from investing activities:
     Capital expenditures for property and equipment                               (36,309)             (30,126)
     Additional goodwill                                                               -                (18,296)
     Proceeds from sale of marketable securities                                       -                621,439
                                                                                ------------        -------------
                                                                                   (36,309)             573,017
                                                                                ------------        -------------
Cash flows from financing activities:
     Repayment of (proceeds from) demand notes payable                            (800,000)              57,000
     Repayment of loans payable                                                   (148,903)            (147,070)
     Repayment of term notes payable                                                   -               (738,000)
                                                                                -------------        -------------
                                                                                  (948,903)            (828,070)
                                                                                -------------        -------------
Net change in cash and cash equivalents                                           (282,871)            (410,196)
Cash and cash equivalents at beginning of period                                    635,221             603,628
                                                                                ============         ===========
Cash and cash equivalents at end of period                                       $  352,350            $ 193,432
                                                                                ============         ============


                                 See accompanying notes to financial statements
</TABLE>



<PAGE>

                 GREG MANNING AUCTIONS, INC.
             Statement of Comprehensive Income
                                       Three months ended September 30,
                                           1997               1998
                                   --------------------------------------
  Net Income (loss)                     ($293,065)           $209,621

  Other comprehensive income (loss)
   Unrealized gains on securities               0             296,534
   Less:                                        0            (334,090)
     reclassification
     adjustment for gains included
     in net income
                                   ======================================
 Comprehensive income (loss)            ($293,065)           $172,065
                                   ======================================



                 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. 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 autographs, art and rare documents.
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 September 30, 1998
and related consolidated  statements of operations and retained earnings for the
three months ended  September 30, 1997 and 1998 and  consolidated  statements of
Cash Flows for the three 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, 1998 filed with the Securities
and Exchange Commission.

(2) Summary of Certain Significant Accounting Policies

Revenue Recognition

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

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

         The Company  also sells its own  inventory  at auction,  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.
<PAGE>
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:

                          For the three months ended
                                 September 30,                   Percentages
                         ------------------------------    --------------------
                              1997               1998       1997          1998
                         ------------------------------    --------------------
Aggregate Sales          $   5,547,828    $ 4,482,208        100%          100%
                          ==============================   ====================
By source:
 A. Auction              $   3,687,472    $ 3,485,579         66%           78%
 B. Sales of inventory       1,860,356        996,629         34%           22%
                         -------------------------------   --------------------
By market:
 A. Philatelics          $   5,382,491    $ 4,289,936         97%           96%
 B. Sports collectibles        165,337        192,272          3%            4%
 
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 September 30, 1998 was $369,436.  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.

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.


Earnings (loss) per common and common equivalent share

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

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

Comprehensive Income

         During the three months ended  September 30, 1998, the Company  adopted
Statement of Financial  Accounting  Standards No. 130 ("SFAS  130"),  "Reporting
Comprehensive Income".  Comprehensive income includes not only net earnings, but
also  revenues,  expenses,  gains and losses that are excluded from net earnings
under  generally  accepted  accounting  principles.   Examples  include  foreign
currency translation adjustments and unrealized gains and losses on investments.
SFAS 130 requires  that all items  required to be  recognized  as  components of
comprehensive  income be reported in a financial statement with equal prominence
to the other financial statements.  Prior periods have been presented to conform
with SFAS 130.

(3) Inventories

         Inventories as of September 30, 1998 consisted of the following:

                            Current          Non-current          Total
Stamps                    $1,439,161          $358,225         $1,797,386
Sports cards and sports
  memorabilia                363,996           331,000            694,996
Other collectibles           617,932         1,112,000          1,729,932
                           ------------      ---------          ---------
                          $2,421,089        $1,801,225         $4,222,314
                          ===========       ===========        ==========


(4) Marketable Securities

         As of September 30, 1998,  the Company  owned 3.9% or 1,402,289  common
shares of PICK  Communications,  which is  primarily  engaged in the business of
issuing  prepaid  telephone  cards.  During the three months ended September 30,
1998, the Company sold 980,000 shares for approximately $621,439, resulting in a
pre-tax gain on the sale of marketable securities of approximately $556,817.

         The Company also owned at September 30, 1998, 100,000 shares of Pro Net
Link Corp., an internet service provider.

            The fair  value of PICK and Pro Net Link has been  estimated  by the
Company's  management  utilizing  brokered  transactions  as well as arms-length
private  transactions  in the  companies'  common stock,  as described in public
filings under the Securities Exchange Act of 1934, as amended.  These securities
are classified as available for sale. The valuation  assigned to this investment
is contingent  upon the companies'  ability to generate future cash flows and it
is reasonably  possible,  based upon a review of such public  filings,  that the
estimate could change substantially in the near term.

                          Cost         Market Value     Unrealized Gain(Loss)
Pick Communications     $  81,021      $  170,503          $  89,482
Pro Net Link              200,000          78,750           (121,250)
                          -------          ------           ---------
 Total                  $ 281,021       $ 249,253           $(31,768)
                        =========       =========           =========

              The unrealized loss is classified as a separate  component of 
stockholders'  equity, net of tax, in the amount of $19,062.

(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").
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
three months ended September 30, 1998, there were no such auction and private
treaty sales.

         Scott  Rosenblum,  a director of the  Company,  is a partner of the law
firm Kramer,  Levin,  Naftalis & Frankel,  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
three months ended  September 30, 1997 and 1998 were  approximately  $70,000 and
$24,000  respectively,  in the case of Kramer,  Levin,  Naftalis & Frankel,  and
approximately $25,000 and $16,884 respectively, in the case of Micro Strategies,
Incorporated.

(6) Debt

         The  Company  is party to a  secured  revolving  credit  and term  loan
facility with Brown Brothers Harriman & Co. ("BBH&Co.").  At September 30, 1998,
borrowing under the revolving  credit facility and term loan totaled  $3,522,000
and $143,750 respectively.  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.

(7)  Supplementary Cash Flow Information

         Following is a summary of supplementary cash flow information:
                                                For the three months ended
                                                        September 30,
                                               1997                 1998
                                        -----------------    -----------------
        Interest paid                      $  179,361             $117,922
        Income taxes paid                       4,921                1,314
  

<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 month period ended September 30, 1998, the Company
earned a commission of 10% to 15% from the buyers.

         The Company's  operating  expenses  consist of the cost of sales of the
Company's  inventory  and  general and  administrative  expenses  and  marketing
expenses  for the three months ended  September  30, 1997 and 1998.  General and
administrative expenses are incurred to pay employees and to provide support and
services  to  those  employees,  including  the  physical  facilities  and  data
processing.  Marketing  expenses  are  incurred to promote  the  services of the
Company to sellers and buyers of  collectibles  through  advertising  and public
relations,  producing  and  distributing  its auction  catalogs  and  conducting
auctions.

Three months ended September 30, 1998
Compared with the three months ended September 30, 1997

         The Company  recorded a decrease in  revenues of $791,784  (33%),  from
$2,389,862  for the three months ended  September 30, 1997 to $1,598,078 for the
three months ended September 30, 1998. This decrease was primarily  attributable
to the  decreases  in revenues  from the sale of the  Company's  inventories  of
$863,727  (46%) for the three month period ended  September 30, 1998 compared to
the prior year. This decrease was primarily caused by a more selective inventory
purchase  program in an effort to improve our gross profit margin.  This program
was successful as shown by our improved  margins from 16% in 1997 to 27% in 1998
(see below).

         Gross  margins on the sales of the Company's  inventory  decreased by $
30,383 (10%) in the three months ended  September 30, 1998 compared to the three
months ended  September 30, 1997.  The overall gross margin  increased to 27% on
inventory  sales during the three months ended  September  30, 1998 from 16% for
the comparable period in the prior year. The stamp area had an increase in gross
margins to 45% during the three months ended  September 30, 1998 compared to 15%
for the prior year  comparable  period.  During the quarter ended  September 30,
1997 the Company sustained a loss on a large lot that had the effect of reducing
gross margins in the stamp area by approximately 6%.

         The Company's operating expenses decreased by $285,760 (22%) during the
three months ended  September  30, 1998 compared to the same period in the prior
year.  These costs resulted in operating costs of 62% of operating  revenues for
the three months ended  September  30, 1998  compared to 53% for the  comparable
period in the prior year.  The primary cost  decreases  were  attributable  to a
decrease of approximately  $97,000 in payroll costs , approximately $53,000 from
leases and contracts which expired during fiscal 1998 and approximately  $60,000
in saved expenses relating to the relocation of Ivy & Mader from New York to our
West Caldwell office.

         Interest income decreased by $1,209  substantially due to a lower level
of outstanding  interest bearing advances to consignors during the quarter ended
September  30, 1998 as compared to the three  months ended  September  30, 1997.
This was offset by an decrease in interest  expense of $70,463  during the three
months  ended  September  30, 1998 as compared to the  comparable  period of the
prior year due primarily to reduced overall borrowings.

         Net Income:  The  Company's  increase in operating  profits of $502,686
during the three months ended  September 30, 1998 as compared to the same period
of the  prior  year and the  gain on sale of PICK  stock  of  $556,817  were the
primary  components  of the net income of $209,621  for the three  months  ended
September 30, 1998 compared to the net loss of $293,065  during the three months
ended September 30, 1997.

        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. 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.

 Liquidity and Capital Resources

         At September  30, 1998,  the  Company's  working  capital  position was
$1,537,850,  compared to  $1,455,028  as of June 30,  1998.  This  increase of $
82,822 was primarily due to decreases in auctions  receivable  ($2,413,724)  and
advances to  consignors  ($635,277).  These  decreases  to working  capital were
offset by a decrease  in payables to third  party  consignors  ($2,333,433)  and
accounts payable and accrued expenses ($231,944).  These items were the material
cause of the negative cash flow from operating activities of $155,143.

         The  Company  experienced  an  increase  in cash  flow  from  investing
activities for the three months ended  September 30, 1998 of $573,017.  This was
primarily attributable to the sale of PICK stock.

         The  Company  experienced  a  decrease  in  cash  flow  from  financing
activities for the three months ended  September 30, 1998 of $828,070.  This was
attributable  to the  Company  reducing  its  notes  payable  and term  loans by
$147,070 and payments made on its term loans of $738,000.

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

Subsequent Events

         The  Company is  presently  involved  in  purchase  negotiations  for a
company. No definitive agreement has yet been reached. The impact on the Company
could be significant.


<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:   October 23, 1998
                                                    /s/  Greg Manning
                                                    Greg Manning
                                                    Chairman and Chief
                                                     Executive Officer



                                                      /s/  James Smith
                                                      James Smith
                                                     Chief Financial Officer





<PAGE>




                                  EXHIBIT INDEX





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

27                Financial Data Schedule