SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                    FORM 10-QSB

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

For the quarterly period ended December 31, 1996

                                   OR

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

For the transition period ________ to ________


                                          Commission file number 1-11988


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


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


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


Issuer's telephone number, including area code:  (201) 882-0004

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

As of  January  22,  1997,  Issuer  had  4,419,997  shares of its  Common  Stock
outstanding.

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





                                            GREG MANNING AUCTIONS, INC.

                                          PART I - FINANCIAL INFORMATION


Item 1. Financial Statements (Unaudited)

                  Table of Contents                                  age Number

         Consolidated Balance Sheet - December 31, 1996 (Unaudited)           3

         Consolidated Statements of Operations and Retained Earnings -        4
         Three months ended December 31, 1995 and 1996 (Unaudited)
         Six months ended December 31, 1995 and 1996


         Consolidated Statements of Cash Flows -                              5
         Six months ended December 31, 1995 and 1996 (Unaudited)

         Notes to Consolidated Financial Statements                           6
         as of December 31, 1996

Item 2.  Management's Discussion and Analysis                                10



<PAGE>




                                 GREG MANNING AUCTIONS, INC.
                                  Consolidated Balance Sheet
                                      December 31, 1996
<TABLE>

<CAPTION>
                                      Assets
Current assets:
<S>                                                                                 <C>           
Cash and cash equivalents                                                       $      237,952
Accounts receivable
     Auctions receivable                                                             6,017,375
     Advances to consignors                                                          4,761,087
Notes receivable - current portion                                                     492,122
Inventory                                                                            4,201,278
Due from affiliate - CRM                                                                44,539
Deferred tax asset                                                                     106,000
Prepaid expenses and deposits                                                          232,570
                                                                               ----------------
     Total current assets                                                           16,092,923
Property and equipment, net                                                            760,995
Goodwill                                                                             1,759,658
Marketable securities                                                                  215,200
Notes receivable - long-term portion                                                   622,398
Other assets                                                                           722,275
                                                                               ================
     Total assets                                                               $   20,173,449
                                                                               ================

                       Liabilities and Stockholders' Equity
Current liabilities:
Demand notes payable                                                            $    7,360,000
Notes payable - current portion                                                        597,345
Payable to third party consignors                                                    2,693,154
Accounts payable                                                                     1,035,626
Accrued expenses                                                                       223,472
Income taxes payable                                                                   310,798
                                                                               ----------------
     Current liabilities                                                            12,220,395
Notes payable - long-term portion                                                      715,130
Deferred income taxes                                                                    3,121
                                                                               ----------------
     Total liabilities                                                              12,938,646
                                                                               ----------------

Commitments and Contingencies
                                                                                             -

Preferred stock, $.01 par value. Authorized
     10,000,000 shares; none issued
Common stock, $.01 par value.  Authorized
     20,000,000 shares; 4,419,997 issued and outstanding                                44,200
Additional paid in capital                                                           6,793,401
Unrealized loss on marketable securities                                               (13,400)
Retained earnings                                                                      410,602
                                                                               ----------------
     Total stockholders' equity
                                                                                     7,234,803
                                                                               ----------------
     Total liabilities and stockholders' equity                                 $   20,173,449
                                                                               ================
</TABLE>

                        See accompanying notes to financial statements


<PAGE>



                              GREG MANNING AUCTIONS, INC.
                         Consolidated Statements of Operations

<TABLE>

                                                                 Three months ended                 Six months ended
                                                                   December 31,                      December 31,
                                                           ------------------------------    ------------------------------
                                                               1995            1996              1995            1996
                                                           --------------  --------------    --------------  --------------
<CAPTION>
<S>                                                           <C>             <C>               <C>             <C>    

Operating revenues
    Sales of merchandise                                   $   3,631,424   $   2,816,137     $   4,742,794   $   4,073,486
    Commissions earned                                           582,039         559,696         1,264,149       1,213,834
                                                           --------------  --------------    --------------  --------------
                                                               4,213,463       3,375,833         6,006,943       5,287,320
                                                           --------------  --------------    --------------  --------------
Operating expenses
    Cost of merchandise sold                                   3,022,936       1,722,960         3,863,499       2,556,247
    General and administrative                                 1,010,635       1,081,081         2,145,836       1,987,197
    Marketing                                                    158,564         169,407           261,017         312,341
                                                           --------------  --------------    --------------  --------------
                                                               4,192,135       2,973,448         6,270,352       4,855,785
                                                           --------------  --------------    --------------  --------------
       Operating profit (loss)                                    21,328         402,385          (263,409)        431,535
Other income (expense)
    Interest and other income                                    155,025         153,713           249,535         332,749
    Interest expense                                            (132,831)       (214,641)         (263,958)       (401,060)
                                                           --------------  --------------    --------------  --------------
       Income (loss) before income taxes                          43,522         341,457          (277,832)        363,224
Provision (benefit) for income taxes                              23,176         159,292          (104,412)        176,890
                                                           --------------  --------------    --------------  --------------
    Net income (loss)                                             20,346         182,165          (173,420)        186,334
Retained earnings, beginning of period                          (505,881)        228,437          (312,115)        224,268
                                                           --------------  --------------    --------------  --------------
Retained earnings, end of period                                (485,535)        410,602          (485,535)        410,602
                                                           ==============  ==============    ==============  ==============
Weighted average number of shares outstanding
    and common share equivalents                               4,202,148       4,420,354         4,037,463       4,595,777
                                                           ==============  ==============    ==============  ==============
Earnings (loss) per common and common equivalent share      $       0.00    $       0.04      $      (0.04)   $       0.04
                                                           ==============  ==============    ==============  ==============
</TABLE>


                     See accompanying notes to financial statements


<PAGE>



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

                                                                                Six months ended
                                                                                  December 31,
                                                                         -------------------------------
                                                                              1995            1996
                                                                         ---------------  --------------
<CAPTION>
<S>                                                                         <C>             <C>
Cash flows from operating activities:
     Net income (loss)                                                    $   (173,420)    $   186,334
     Adjustments  to reconcile  net income  (loss) to net
     cash provided by (used in) operating activities:
        Depreciation and amortization                                          153,007         172,108
        Provision for bad debts                                                (85,000)         28,354
        Deferred tax asset                                                     250,392               -
        Gain on sale of stock                                                  (80,103)              -
        Changes in assets (increase) decrease:
            Auctions receivable                                              3,398,172       2,547,685
            Advances to consignors                                            (429,979)     (2,666,602)
            Other receivables                                                    1,608               -
            Notes receivable                                                                   319,502
            Inventories                                                     (1,753,442)       (705,052)
            Due from affiliate - CRM                                           (31,593)         (5,917)
            Income taxes receivable                                           (353,421)         34,345
            Prepaid expenses                                                    49,809          77,263
            Other assets                                                       (22,480)         10,000
        Changes in liabilities (decrease) increase
            Payable to third-party consignors                               (2,441,736)     (1,609,636)
            Accounts payable                                                   405,759         270,999
            Customer deposit                                                   (79,720)               -
            Accrued expenses and other liabilities                            (153,852)        (47,875)
            Income taxes payable                                                     -         (23,110)
                                                                         ---------------  --------------
                                                                            (1,345,999)     (1,411,602)
                                                                         ---------------  --------------
Cash flows from investing activities:
     Capital expenditures for property and equipment                           (68,286)        (86,193)
     Additional goodwill                                                       (51,808)        (14,629)
     Proceeds from sale of Americana division                                   70,000               -
     Purchase of PICK Communications Corp. stock                              (260,000)              -
                                                                         ---------------  --------------
                                                                              (310,094)       (100,822)
                                                                         ---------------  --------------
Cash flows from financing activities:
     Proceeds from notes payable                                               750,000       1,320,000
     Repayment of loans payable                                               (375,423)       (100,550)
     Net proceeds from issuance of stock                                       925,920         (27,580)
                                                                         ---------------  --------------
                                                                             1,300,497       1,191,870
                                                                         ---------------  --------------
Net decrease in cash and cash equivalents                                     (355,596)       (320,554)
Cash and cash equivalents at beginning of period                               956,801         558,506
                                                                         ===============  ==============
Cash and cash equivalents at end of period                                $    601,205     $   237,952
                                                                         ===============  ==============
</TABLE>

                            See accompanying notes to financial statements


<PAGE>




                                            GREG MANNING AUCTIONS, INC.

                                    Notes to Consolidated Financial Statements
                                                 December 31, 1996
                                                    (Unaudited)


(1)  Organization, Business and Basis of Presentation

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

         The accompanying consolidated balance sheet as of December 31, 1996 and
related  consolidated  statements  of operations  and retained  earnings for the
three  and six  months  ended  December  31,  1995  and  1996  and  consolidated
statements  of Cash  Flows  for the six  month  periods  then  ended,  have been
prepared  from the books and records  maintained  by the Company,  in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  to Form  10-QSB and Item  310(b) of  Regulation  SB.
Accordingly,  they do not include all information  and  disclosures  required by
generally accepted accounting principles for complete financial  statements.  In
the opinion of  management,  all  adjustments,  which are of a normal  recurring
nature,  considered  necessary for a fair presentation  have been included.  For
further  information,   refer  to  the  consolidated  financial  statements  and
disclosures  thereto in the  Company's  Form  10-KSB for the year ended June 30,
1996 filed with the Securities and Exchange Commission.

(2) Summary of Certain Significant Accounting Policies

Revenue Recognition

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

         In  addition  to auction  sales.  the  Company  also sells via  private
treaty.  This occurs when an owner of property arranges with the Company to sell
such  property  to a third  party at a  privately  negotiated  price.  In such a
transaction,  the owner may set selling price parameters for the Company, or the
Company may solicit selling prices for the owner,  and the owner may reserve the
right to reject any selling price. In certain  transactions,  the Company may be
requested  to  guarantee  a fixed  price to the  owner,  which  would be payable
regardless of the actual sales price ultimately received. The Company recognizes
as private treaty revenue an amount equal to a percentage of the sales price, or
in the case of a guaranteed fixed price, the difference between the actual sales
price and the guaranteed fixed price when the properties are sold.



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

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

Principles of Consolidation

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

Business Segment

         The company  operates in one segment,  the auctioning or private treaty
sale of rare  stamps  and  other  collectibles.  Set  forth  below is a table of
aggregate sales of the Company, subdivided by source and market:
<TABLE>
                                                             For the six months ended
                                                                   December 31,                          Percentages
                                                       -------------------------------------     -----------------------------
<CAPTION>
<S>                                                           <C>               <C>                  <C>            <C> 
                                                              1995              1996                 1995           1996
                                                       -------------------------------------     -----------------------------
             Aggregate Sales                                   12,540,772        11,440,618            100%          100%          
                                                       =====================================     =============================
                 By source:
                    A. Auction                                  7,797,978         9,010,805             62%           79%  
                    B. Sales of inventory                       4,742,794         2,429,813             38%           21%        
                                                       -------------------------------------     -----------------------------
                 By market:
                    A. Philatelics                             11,287,281        10,866,996             90%           95% 
                    B. Sports collectibles                        349,025           538,872              3%            5%
                    C. Other collectibles                         904,466            34,750              7%            0%
                                                       -------------------------------------     -----------------------------
</TABLE>

Goodwill

         Goodwill  primarily  includes the excess  purchase  price paid over the
fair  value  of the net  assets  acquired.  Goodwill  is  being  amortized  on a
straight-line  basis  over  twenty  to  twenty  five  years.  Total  accumulated
amortization at December 31, 1996 was $209,729.  The  recoverability of goodwill
is  evaluated  at each year end  balance  sheet date as events or  circumstances
indicate a possible inability to recover their carrying amount.  This evaluation
is based on historical and projected  results of operations and gross cash flows
for the underlying businesses.


Investments

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

Earnings (loss) per common and common equivalent share

         Earnings (loss) per common and common equivalent share of the Company's
Common Stock ("Common  Stock") is computed using the weighted  average number of
common and common  equivalent  shares  outstanding for each period.  Primary and
fully diluted earnings per share are the same for the three and six months ended
December 31,  1996.  Outstanding  stock  options and warrants for the six months
ended   December  31,  1995  were   excluded  from  earnings  per  common  share
computations because they are antidilutive.

(3) Inventories

         Inventories as of December 31, 1996 consisted of the following:
<TABLE>
<CAPTION>
<S>                                                                <C>    

                    Stamps                                       $  2,334,725
                    Sports Cards and Sports Memorabilia               657,272
                    Other collectibles                              1,209,281
                                                                   ----------    
                                                                 $  4,201,278
</TABLE>
                                                                   ==========


(4) Marketable Securities

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

(5) Related-party Transactions

         The  Company  accepts  rare stamps and other  collectibles  for sale at
auction  on a  consignment  basis from  Collectibles  Realty  Management,  Inc.,
("CRM") which owned approximately 29%, as of


December 31, 1996, of the Company's  common stock.  Such stamps and collectibles
have been auctioned by the Company or sold at private treaty under substantially
the same  terms as for third  party  customers  and the  Company  charges  CRM a
seller's  commission  for items valued at under $100,000 per lot. In the case of
auction, the hammer price of the sale, less any seller's commission,  is paid to
CRM upon successful  auction,  and in the case of private treaty,  the net price
after selling  commissions is paid to CRM. For the six months ended December 31,
1996, such auction and private treaty sales were not material.

(6) Debt

     The  Company is party to secured  revolving  credit and term loan  facility
with Brown Brothers Harriman & Co. ("BBH&Co.").  At December 31, 1996, borrowing
under the  revolving  credit  facility  and term  loan  totaled  $5,560,000  and
$275,000  respectively.  In November  1996,  the Company  borrowed an additional
$1,400,000  from  BBH&Co  in the form of a term  note due in July  1997  bearing
interest at 12% per annum.  Absent a material adverse change or event of default
as determined by BBH&Co.,  BBH&Co. has agreed to provide of the revolving credit
loan, the Company with a 120-day  notification  period prior to issuing a demand
for repayment,  so long as the Company is in compliance  with certain  financial
and operating guidelines. The Company believes that at December 31, 1996, it was
in compliance with such guidelines.


<TABLE>
<CAPTION>
(7)  Supplementary Cash Flow Information

         Following is a summary of supplementary cash flow information:
                                                                          For the three months ended
                                                                                 December 31,
                                                                            1995               1996
                                                                        -------------      -------------
<S>                                                                         <C>                <C>     
        Interest paid                                                       $263,958           $425,653
        Income taxes paid                                                                       246,115
        Noncash investing and financing activities:
           Acquisition of inventory under note payable                                          700,000
           Note receivable in conjunction with sale of division              140,000
           Acquisition of fixed assets under capital leases                  135,312
           Sale of stock                                                      81,704

</TABLE>

(8)  Other information

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








<PAGE>





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

Results of Operations

General


         The Company's  revenues are  represented by the sum of (a) the proceeds
from the sale of the Company's  inventory,  and (b) the portion of sale proceeds
from  auction or private  treaty that the  Company is  entitled to retain  after
remitting  the  sellers'  share,  consisting  primarily of  commissions  paid by
sellers and buyers. Generally, the Company earns a commission from the seller of
10% to 15%  (although  the  commission  may be  slightly  lower  on  high  value
properties).  During the six month period ended  December 31, 1996,  the Company
earned a  commission  of 15% from the  buyers in all  markets  except for sports
cards which is a 10% premium.

     The  Company's  operating  expenses  consist  of the  cost of  sales of the
Company's  inventory  and  general and  administrative  expenses  and  marketing
expenses  for the six months  ended  December  31,  1996 and 1995.  General  and
administrative expenses are incurred to pay employees and to provide support and
services  to  those  employees,  including  the  physical  facilities  and  data
processing.  Marketing  expenses  are  incurred to promote  the  services of the
Company to sellers and buyers of  collectibles  through  advertising  and public
relations,  producing  and  distributing  its auction  catalogs  and  conducting
auctions.







<PAGE>


Three months ended December 31, 1996
Compared with the three months ended December 31, 1995


         The Company  recorded a decrease in  revenues of $837,630  (20%),  from
$4,213,463  for the three months ended  December 31, 1995 to $3,375,833  for the
three months ended December 31, 1996.  This decrease was primarily  attributable
to the  decrease  in  revenues  from the sale of the  Company's  inventories  of
$815,287  (22%) for the three month period ended  December 31, 1996  compared to
the prior year.

     Gross  margins  on the  sales of the  Company's  inventory  increased  by $
484,689 (80%) in the three months ended  December 31, 1996 compared to the three
months ended  December 31, 1995.  The increase in margins was  primarily  due to
sales of stamp inventories reflecting a gross margin of 40% for the three months
ended  December  31, 1996 as compared  to 11% for the  comparable  period in the
previous  year.  This offset the  decrease in sales of Company  owned  stamps of
$536,032  in the three  months  ended  December  31,  1996  from the prior  year
comparable period

         The Company's  operating expenses totaled $1,250,488  exclusive of cost
of  merchandise  sold,  for the  three  months  ended  December  31,  1996,  and
represented an increase of $81,199 (7%) from the three months ended December 31,
1995.  The  increase  in  General  and  Administrative  costs by the  Company is
primarily due to additional participation in trade shows and a limited expansion
of the sports department.

         Interest  expense  increased  by  $81,810  in the  three  months  ended
December  31, 1996  compared to the three  months  ended  December 31, 1995 as a
result  of the  higher  average  daily  borrowings  for  the  comparable  period
($36,000) and higher  interest rate on the Company's  revolving  credit facility
and term loans ($24,000).  The borrowings under the Company's  secured revolving
credit facility are utilized to support the operations of the Company, including
the advances to consignors, auctions receivables and merchandise inventories.

         Net Income: The Company recorded income before income taxes of $341,457
for the three months ended  December 31, 1996  compared to $43,522 for the three
months ended December 31, 1995.  This change was primarily due to an increase in
operating  profits  of  approximately  $381,000  during the three  months  ended
December 31, 1996 compared to the prior year as outlined above.




<PAGE>


Six months ended December 31, 1996
Compared with the six months ended December 31, 1995


         The Company had a decrease in revenue of $719,623  (12%) to  $5,287,320
for the six months ended December 31, 1996 as compared to the comparable  period
ended December 31, 1995.  This decrease was  substantially  attributable  to the
reduction in revenues  from the sale of the  Company's  inventories  by $669,308
(14%) for the six months ended  December  31, 1996  compared to the prior year's
comparable period.

         Gross  margin  percentages  on the sales of the  Company's  inventories
increased from 19% to 37% for the six months ended December 31, 1996 as compared
the  six  months  ended  December  31,  1995.  This  increase  in  gross  margin
percentages and the above decrease in revenue from inventory sales resulted in a
net increase in gross margins on the sale of  inventories  of $637,944  (73%) to
$1,517,239  for the six months ended  December 31, 1996 compared to $879,295 for
the prior year's comparable period.

         The Company recorded a decrease in operating  expenses of $107,315 (4%)
for the six months  ended  December  31, 1996  compared to the six months  ended
December  13,  1995.  This  net  decrease  was  primarily  attributable  to cost
reductions  in the Galleries  division and partially  offset by the expansion of
the sports department and expanded marketing campaigns in the philatelic areas.

         Interest expense increased by approximately  $137,000 in the six months
ended December 31, 1996 compared to the six months ended December 31, 1995. This
increase was primarily  attributable to higher average borrowings  ($78,000) and
increased  interest rates on the Company's  revolving  credit  facility and term
note ($37,000).  This was partially offset by the increase in interest income of
approximately  $80,000 for the six months ended December 31, 1996 as compared to
the comparable  period of the prior year primarily  earned on trade  receivables
and advances to consignors.

         Net Income: The Company recorded income before income taxes of $186,334
for the six months ended  December  31, 1996  compared to a net loss of $173,420
for the six months ended December 31, 1995.  This change was primarily due to an
increase in operating  profits of  approximately  $695,000 during the six months
ended December 31, 1996 compared to the prior year as outlined above.



<PAGE>


Liquidity and Capital Resources

         At December  31,  1996,  the  Company's  working  capital  position was
$3,872,528,  compared  to  $3,170,150  as of June 30,  1996.  This  increase  of
$702,378 was  primarily  due to increases in  inventories  purchased  for future
auctions  ($1,405,052),  advances to consignors  ($2,666,602)  and a decrease in
payables to consignors  ($1,609,636).  These  increases to working  capital were
offset by a decrease in auctions receivable  ($2,576,039) and an increase in the
demand notes payable and current  portion of loans payable  ($1,690,839).  These
items  were  the  material  cause  of the  negative  cash  flow  from  operating
activities of $1,411,602.

         The  Company  experienced  a  decrease  in  cash  flow  from  investing
activities  for the six months ended  December  31, 1996 of  $100,822.  This was
primarily  attributable  to the purchase of equipment of $86,193 and  additional
goodwill related to the purchase of Ivy and Mader, in the amount of $14,629.

         The  Company  experienced  an  increase  in cash  flow  from  financing
activities for the six months ended  December 31, 1996 of  $1,191,870.  This was
primarily  attributable  to the Company  borrowing an  additional  $1,400,000 in
November  1996  in the  form  of a term  note  due in July  1997  to  allow  for
additional  advances  to  consignors  targeted  towards  the March and June 1997
auctions.

         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, including the Company's financial
resources and working capital needs,  and the necessity of continuing its growth
and position in its core business area of stamp auctions.


<PAGE>


                           GREG MANNING AUCTIONS, INC.

                                            Part II - OTHER INFORMATION




Item 1. Legal Proceedings

                  None

Item 2. Changes in Securities

                  None

Item 3. Defaults Upon Senior Securities

                  None

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

                  None

Item 5. Other Information.

                  None

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

          (a) Exhibits

               27  Financial Data Schedule

          (b) Reports on Form 8-k

               8-K, filed December 3, 1996, reporting on Item 5, Other matters




<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:   February 10, 1997


                                      Greg Manning
                                      Chairman and Chief Executive Officer




                                      Daniel Kaplan
                                      Vice President and Chief Financial Officer





<PAGE>




                                                   EXHIBIT INDEX




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

27                Financial Data Schedule