U.S. SECURITIES AND EXCHANGE COMMISSION
                                               Washington D.C. 20549

                                                     FORM 10-Q

(Mark One)
[X]      Quarterly  Report Under Section 13 or 15(d) Of The Securities  Exchange
         Act of 1934: For the quarterly period ended September 30, 1998.

[ ]      Transaction report under Section 13 or 15(d) of the Exchange
         Act for the transition period from _________ to __________

Commission File Number 1-9629

                     WINSTON RESOURCES, INC.
                        (Exact name of registrant as specified in its charter)


Delaware                                                    13-3134278
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

535 Fifth Avenue, New York, New York 10017-3662
(Address of Principal Executive Offices)

                                                  (212) 557-5000
                                            (Issuer's telephone number)

                                                  NOT APPLICABLE
(Former name, former address and former fiscal year, if changed
since last report)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required  to be filed by  Section  13 or 15(d) of the  Exchange  Act  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 such filing requirements for
the past 90 days.
Yes x  No   .

                                       APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date:  3,221,287  shares of Common
Stock, par value $.01 per share, outstanding on November 6, 1998.


                                                         1

<PAGE>



                                     WINSTON RESOURCES, INC. AND SUBSIDIARIES


                                                       Index

 <TABLE>
               <S>                                                                          <C>
                                                                                           Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

  The following financial statements of the Registrant are included:

  Condensed Consolidated Balance Sheets - September 30, 1998
  (Unaudited) and December 31, 1997                                                          3-4

  Condensed Consolidated Statements of Income (unaudited)
  - Three and Nine Months Ended September 30, 1998 and 1997                                  5-6

  Condensed Consolidated Statements of Cash Flow
  (unaudited) - Nine Months Ended September 30, 1998 and 1997                                7-8

  Notes to Condensed Consolidated Financial Statements
  (unaudited)                                                                               9-10

Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations                                           11-14

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                                      15

Item 2. Changes in Securities                                                                  15

Item 3. Defaults Upon Senior Securities                                                        15

Item 4. Submission of Matters to a Vote of Security-Holders                                    15

Item 5. Other Information                                                                      15

Item 6. Exhibits and Reports on Form 8-K                                                       15

</TABLE>
                                                         2

<PAGE>




                                     WINSTON RESOURCES, INC. AND SUBSIDIARIES



                                          PART I - FINANCIAL INFORMATION

                                       Condensed Consolidated Balance Sheets
                                                    (Unaudited)

<TABLE>

<S>                                                                         <C>                                <C>

Item 1.           FINANCIAL STATEMENTS


Assets                                                               September 30, 1998                    December 31, 1997
                                                                        --------------                    -----------------


         Current Assets:

          Cash and Cash Equivalents                                         $ 1,392,000                           $  445,000

          Accounts receivable, trade,                                         8,576,000                            7,341,000
           net

          Prepaid expenses and other                                            248,000                              227,000
           current assets

          Securities held available                                             468,000                              392,000
                                                                              ----------                           ----------
           for sale

          Total current assets                                               10,684,000                            8,405,000



         Property and equipment, net                                            675,000                              540,000



         Other Assets:

          Security deposits and                                                 522,000                              506,000
                                                                              ----------                           ----------
           other assets



         Total Assets                                                       $11,881,000                           $9,451,000
                                                                            ===========                           ==========



</TABLE>




                                     Condensed Consolidated Balance Sheets
                                              Continued On Next Page.

                                       SEE NOTES TO CONDENSED CONSOLIDATED
                                              FINANCIAL STATEMENTS


                                               3
<PAGE>



                           WINSTON RESOURCES, INC. AND SUBSIDIARIES


                                        Condensed Consolidated Balance Sheets
                                                     (Unaudited)
<TABLE>

                                                                   September 30, 1998                    December 31, 1997
                                                                    --------------                      -----------------
                    <S>                                                    <C>                                     <C>

         Current liabilities:

          Accounts payable and accrued                               $   4,863,000                           $  3,693,000
           expenses

          Capital lease obligations                                         18,000                                 16,000

                                                                        -------------                          ------------


             Total current liabilities                                   4,881,000                              3,709,000

          Deferred rent                                                    267,000                                303,000

          Long-term portion of capital
           lease obligations                                                22,000                                 35,000
                                                                       -------------                         ------------


              Total liabilities                                          5,170,000                              4,047,000
                                                                       =============                          ============



         Stockholders' equity:

          Preferred stock - $100 par
            value; authorized 2,000,000
            shares, no shares issued

          Common stock - $.01 par
            value; authorized
            10,000,000 shares, issued
            and outstanding - 3,221,287                                      32,000                                 32,000
            shares at September 30, 1998
            and 3,215,120 shares at
            December 31, 1997

          Additional paid-in capital                                      4,443,000                              4,435,000

          Retained Earnings                                               2,041,000                                783,000

          Unrealized gain on securities
            available-for-sale, net                                         195,000                                154,000
                                                                         -------------                           ------------

            Total stockholders' equity                                    6,711,000                              5,404,000
                                                                         -------------                           ------------

            Total liabilities and
            stockholders' equity                                      $  11,881,000                           $  9,451,000
                                                                         =============                           ============


</TABLE>


                                       SEE NOTES TO CONDENSED CONSOLIDATED
                                               FINANCIAL STATEMENTS.



                                                                 4

<PAGE>



                               WINSTON RESOURCES, INC. AND SUBSIDIARIES



                             Condensed Consolidated Statements of Income
                                                    (Unaudited)


<TABLE>

   <S>                                                                               <C>                         <C>
                                                                                               Three Months Ended
                                                                                                   September 30

                                                                                    1998                        1997
                                                                                    ----                        ----

Revenue:

  Placement fees and related income                                            $ 14,823,000                   $13,434,000
                                                                                ------------                   -----------

Operating expenses:

  Compensation and other benefits                                                11,653,000                    10,469,000

  Selling, general and administrative                                             2,339,000                     2,242,000
                                                                                ------------                   -----------

                                                                                 13,992,000                    12,711,000

Income from operations                                                              831,000                       723,000

Interest income, net                                                                 18,000                        19,000
                                                                                ------------                   -----------

Income before provision for income
taxes                                                                               849,000                       742,000

Provision for income taxes                                                          391,000                       334,000
                                                                                ------------                   -----------

Net Income                                                                     $    458,000                   $   408,000
                                                                                ============                   ===========


Basic earnings per share                                                       $       0.14                   $      0.13
                                                                                ============                   ===========

Diluted earnings per share                                                     $       0.13                   $      0.12
                                                                                ============                   ===========

</TABLE>





                                      SEE NOTES TO CONDENSED CONSOLIDATED
                                            FINANCIAL STATEMENTS





                                                         5

<PAGE>



                               WINSTON RESOURCES, INC. AND SUBSIDIARIES



                             Condensed Consolidated Statements of Income
                                                    (Unaudited)


<TABLE>

   <S>                                                                               <C>                         <C>
                                                                                                Nine Months Ended
                                                                                                   September 30

                                                                                    1998                        1997
                                                                                    ----                        ----

Revenue:

  Placement fees and related income                                            $ 44,329,000                   $36,053,000
                                                                                ------------                   -----------

Operating expenses:

  Compensation and other benefits                                                34,850,000                    27,290,000

  Selling, general and administrative                                             7,197,000                     7,011,000
                                                                                ------------                   -----------

                                                                                 42,047,000                    34,301,000

Income from operations                                                            2,282,000                     1,752,000

Interest income, net                                                                 48,000                        25,000
                                                                                ------------                   -----------

Income before provision for income
taxes                                                                             2,330,000                     1,777,000

Provision for income taxes                                                        1,072,000                       800,000
                                                                                ------------                   -----------

Net Income                                                                     $  1,258,000                   $   977,000
                                                                                ============                   ===========


Basic earnings per share                                                       $       0.39                   $      0.31
                                                                                ============                   ===========

Diluted earnings per share                                                     $       0.36                   $      0.28
                                                                                ============                   ===========

</TABLE>





                                      SEE NOTES TO CONDENSED CONSOLIDATED
                                            FINANCIAL STATEMENTS





                                                         6

<PAGE>



                      WINSTON RESOURCES, INC. AND SUBSIDIARIES


                   Condensed Consolidated Statements of Cash Flows
                                     (Unaudited)



<TABLE>
                                                                                                   Nine Months Ended
                                                                                                       September 30
                                                                                       1998                           1997

 <S>                                                                                <C>                            <C>        
Cash Flows from operating activities:

Net income                                                                       $1,258,000                      $977,000

Adjustments to reconcile net income
to net cash provided by (used
in) operating activities

   Depreciation and amortization                                                    150,000                       112,000

   Provision for doubtful receivables                                                      -                       (3,000)

   Deferred rent                                                                    (36,000)                      (35,000)

   Changes in assets and liabilities:

     (Increase) in accounts receivable                                           (1,235,000)                   (2,062,000)

     (Increase) Decrease in prepaid
       expenses and other current assets                                            (21,000)                       89,000

     (Increase) in security
       deposits and other assets                                                    (51,000)                      (34,000)

     Increase in accounts payable and                                             1,170,000                       568,000
       accrued expenses and income taxes                                          ---------                    ----------
       payable

Net cash provided by (used in) operat-
   ing activities                                                                 1,235,000                      (388,000)
                                                                                  ---------                    ----------

Cash flows (used in) investing activities:

   Purchases of Property and equipment                                             (285,000)                     (246,000)
                                                                                   ---------                    ---------

</TABLE>  
                  Condensed Consolidated Statement of Cash Flows
                              Continued On Next Page.

                      SEE NOTES TO CONDENSED CONSOLIDATED
                        FINANCIAL STATEMENTS

                                     7

<PAGE>




                                 WINSTON RESOURCES, INC. AND SUBSIDIARIES


                                Condensed Consolidated Statements of Cash Flows
                                                    (Unaudited)


<TABLE>
                                                                                                   Nine Months Ended
                                                                                                      September 30
   
      <S>                                                                            <C>                                    <C>
                                                                                    1998                                 1997
                                                                                    ----                                 ----

Cash flows provided by (used in) financing activities:

 Proceeds from exercise of
   options                                                                         8,000                               17,000

 Repayment of capital leases                                                     (11,000)                             (50,000)
                                                                               -----------                          ---------

Net cash (used in)
  financing activities                                                            (3,000)                             (33,000)
                                                                               ----------                          ----------

Net increase (decrease) in
 cash                                                                            947,000                             (667,000)

Cash at beginning of period                                                      445,000                            1,068,000
                                                                               -----------                         ----------

Cash at end of period                                                         $1,392,000                            $ 401,000
                                                                               ===========                          =========

Supplemental cash flows
 information:

   Cash paid during the period for:

    Interest                                                                  $    4,000                            $  16,000
                                                                                -----------                           ---------

    Income taxes                                                               1,171,000                               867,000
                                                                                -----------                           ---------

</TABLE>







                      SEE NOTES TO CONDENSED CONSOLIDATED
                                FINANCIAL STATEMENTS.


                                        8

<PAGE>



                       WINSTON RESOURCES, INC. AND SUBSIDIARIES


     Notes To Condensed Consolidated Financial Statements

 
1.   In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     consolidated financial statements contain all adjustments  (consisting only
     of normal recurring  accruals and adjustments)  necessary to present fairly
     the financial position of the Company as of September 30, 1998, the results
     of its operations for the three months and nine months ended  September 30,
     1998 and 1997 and  changes  in its cash  flows  for the nine  months  ended
     September  30,  1998  and  1997.  The  accompanying   unaudited   condensed
     consolidated  financial  statements  have been prepared in accordance  with
     generally accepted accounting  principles for interim financial information
     and with the  instructions  for Form 10-Q and Article 10 of Regulation  S-X
     and do  not  include  all of the  information  and  footnotes  required  by
     generally accepted accounting principles for complete financial statements.
     Operating  results for the nine  months  ended  September  30, 1998 are not
     necessarily  indicative  of operating  results that may be expected for the
     year ending  December 31, 1998.  The  accompanying  condensed  consolidated
     financial  statements  should  be read in  conjunction  with the  Company's
     Annual Report on Form 10-K for the year ended December 31, 1997.
 
2.    Earnings Per Share

     The  following  table  sets  forth the  computation  of basic  and  diluted
     earnings per share for the three and nine months ended  September  30, 1998
     and 1997.

                                                                    THREE MONTHS
   <TABLE>
        <S>                                                                                    <C>                  <C>    
 
                                                                                            1998                  1997
                                                                             ----------------------------------------------
  Numerator:
         Net income                                                                        $458,000              $408,000
                                                                             ----------------------------------------------
  Denominator
         Denominator for basic earnings per
         share- weighted-average shares                                                   3,220,805             3,193,691
         Effect of dilutive securities:
           Stock options                                                                    306,809               298,571
                                                                             ----------------------------------------------
         Denominator for diluted earnings per
         share-adjusted weighted-average
         shares and assumed conversions                                                   3,527,614             3,492,262
                                                                             ----------------------------------------------
  Basic earnings per share                                                                     $.14                  $.13
                                                                             ==============================================
  Diluted earnings per share                                                                   $.13                  $.12
                                                                             ==============================================


</TABLE>
                                                         9

<PAGE>
<TABLE>
<S>                                                                                   <C>                     <C>


                                                                                                    SIX MONTHS
                                                                                            1998                  1997
                                                                             ----------------------------------------------
   Numerator:
         Net income                                                                      $1,258,000              $977,000
                                                                             ----------------------------------------------
   Denominator
         Denominator for basic earnings per
         share-weighted-average shares                                                    3,219,807             3,184,545
         Effect of dilutive securities:
           Stock options                                                                    321,274               277,780
                                                                             ----------------------------------------------
         Denominator for diluted earnings per
         share-adjusted weighted-average
         shares and assumed conversions                                                   3,541,081             3,462,325
                                                                             ----------------------------------------------
   Basic earnings per share                                                                    $.39                  $.31
                                                                             ==============================================
   Diluted earnings per share                                                                  $.36                  $.28
                                                                             ==============================================

</TABLE>



3.    Comprehensive Income

     As of  January  1, 1998,  the  Company  adopted  Statement  130,  Reporting
     Comprehensive Income. Statement 130 establishes new rules for the reporting
     and  display of  comprehensive  income  and its  components;  however,  the
     adoption of this  statement  had no impact on the  Company's  net income or
     stockholders'   equity.   Statement  130  requires   unrealized   gains  on
     securities-available-for-sale,  which  prior to  adoption  were  reported
     separately in stockholders'  equity, to be included in other  comprehensive
     income.  During the nine months ended  September  30, 1998 and 1997,  total
     comprehensive income amounted to $1,299,000, and $1,022,000,  respectively.
     During  the  three  months  ended  September  30,  1998  and  1997,   total
     comprehensive income amounted to $435,000, and $427,000, respectively.


                                                        10

<PAGE>

                                     WINSTON RESOURCES, INC. AND SUBSIDIARIES


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations
 
Results of Operations for the Three Months ended  September 30, 1998 compared to
the Three Months ended September 30, 1997.
 
Revenues
 
Revenues  increased  by  approximately  $ 1,389,000  or 10%. The increase in the
quarter  ended  September 30 1998 is primarily  due to the increase in temporary
staffing revenues as compared to the corresponding period in 1997.
 
Operating Expenses
 
Operating  expenses  increased  approximately 10% in the quarter ended September
30, 1998 as compared to the corresponding period in 1997. Compensation and other
benefits  increased  approximately 11% mainly due to increased  compensation and
compensation  related costs  associated with the increase in revenues.  Selling,
general  and  administrative  expenses  increased  slightly  as  compared to the
corresponding period in 1997.
 
Interest  income  net of  interest  expense  increased  in 1998 due mainly to no
borrowings under the Company's credit facility when compared to 1997.
 
Operating Results
 
Net income for the three month period ended September 30, 1998 was approximately
$458,000 or $.14 basic  earnings per common share and $.13 diluted  earnings per
common share as compared to net income of  approximately  $408,000 or $.13 basic
earnings  per common  share and $.12  diluted  earnings  per common share in the
quarter  ended  September  30,  1997.  The results  reflect  increased  revenues
partially being offset by the increase in operating expenses.
 


                                                        11

<PAGE>

                                     WINSTON RESOURCES, INC. AND SUBSIDIARIES


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations
 
Results of Operations  for the Nine Months ended  September 30, 1998 compared to
the Nine Months ended September 30, 1997.
 
Revenues
 
Revenues increased by approximately $ 8,276,000 or 23%. The increase in the nine
months ended  September  30 1998 is  primarily  due to the increase in temporary
staffing revenues as compared to the corresponding period in 1997.
 
Operating Expenses
 
Operating  expenses  increased  approximately  23%  in  the  nine  months  ended
September 30, 1998 as compared to the corresponding period in 1997. Compensation
and  other  benefits  increased   approximately  28%  mainly  due  to  increased
compensation  and  compensation  related costs  associated  with the increase in
revenues.  Selling,  general and  administrative  expenses increased slightly as
compared to the corresponding period in 1997.
 
Interest  income  net of  interest  expense  increased  in 1998 due mainly to no
borrowings under the Company's credit facility when compared to 1997.
 
Operating Results
 
Net income for the nine month period ended September 30, 1998 was  approximately
$1,258,000 or $.39 basic earnings per common share and $.36 diluted earnings per
common share as compared to net income of  approximately  $977,000 or $.31 basic
earnings per common share and $.28 diluted earnings per common share in the nine
months  ended  September  30,  1997.  The  results  reflect  increased  revenues
partially being offset by the increase in operating expenses.
 


                                                        12

<PAGE>

Liquidity and Capital Resources
 
Working capital at September 30, 1998 was  approximately  $5,803,000 as compared
to  $4,696,000  at December  31,  1997.  Current  assets  continued  to increase
primarily  due to  increases in accounts  receivable  resulting  from  increased
revenue.  Current  liabilities  also increased due to an increase in liabilities
associated  with  increased  revenue  and the  timing  of the  payment  of other
liabilities.  Cash provided by operating activities during the nine months ended
September 30, 1998 was $1,235,000.  Cash used in investing  activities (purchase
of fixed assets) and financing activities (proceeds from exercise of options and
repayment  of capital  lease  obligations)  amounted  to  $285,000  and  $3,000,
respectively.  The Company has no material  commitments for capital expenditures
during 1998.  Management believes that the Company's $6,000,000 credit facility,
working capital and internally generated funds are sufficient to support current
operations and any currently foreseeable increase in activity.
 
Inflation
 
To date, the impact of inflation and changing  prices on the Company's  business
has been minimal. The Company charges its customers  percentages of the salaries
and wages of permanent and temporary  employees,  which causes its fee income to
increase proportionately as salaries and wages increase.
 
Company Outlook

The current fiscal year 1998 should be another strong year for the Company, with
growth in line with 1997's results. The foregoing  statement,  as well any other
forward-looking statements and information contained in this report, is based on
management' beliefs and assumptions, as well as information currently available
to management.  Such beliefs and  assumptions  are based on, among other things,
the  Company'  operating and  financial  performance  over recent years and its
expectations  about its  business  for the current  fiscal  year.  Although  the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove to be correct. Such statements are subject to certain risks, uncertainties
and  assumptions,  including,  but not  limited  to,  the  possibility  that (a)
prevailing economic conditions may significantly  deteriorate,  thereby reducing
the demand for the  Company'  services,  (b) the  Company  might  experience  a
significant  deterioration  in its  collection  of accounts  receivable  and (c)
regulatory or legal  changes might affect an employer'  decision to utilize the
Company's services,  although none of these risks is anticipated at the present
time.  Should  one  or  more  of  these  or any  other  risks  or  uncertainties
materialize,  or should  the  underlying  assumptions  prove  incorrect,  actual
results may vary materially from those anticipated, estimated or expected.
 
 

                                                        13


<PAGE>


Year 2000 Issues

The Company is in the process of assessing its computer  information systems and
has begun to take necessary  steps to determine  what work will be required,  if
any, to have its systems Year 2000  compliant.  The Company's  computer  systems
consultants  have  represented  to the  Company in writing  that,  as  presently
configured, the Company's systems are Year 2000 compliant. No special costs were
incurred in order to make the systems compliant,  and it is anticipated that the
cost of testing such  compliance,  which is  scheduled to be completed  prior to
December 31, 1998, will not be material.

The Company also is in the process of determining  the extent to which it may be
vulnerable  to any failures by its service  providers to resolve  their own Year
2000 issues. The Company has initiated formal communications with such providers
and, at this time, has received  formal written  responses from a number of such
providers indicating that their systems are Year 2000 compliant.  The Company is
continuing to collect such  responses and will be  developing  such  contingency
plans as it believes are warranted,  based on such responses.  At this time, the
Company is unable to estimate  the extent of any adverse  impact from failure by
these service  providers with regard to Year 2000 compliance,  and the nature by
which their problems might materially affect the Company's  business,  financial
condition or results of operations.

The Company is currently implementing a contingency plan involving creation of a
back-up  computer  capability  as a result of which all of its systems and files
will be  redundant  so that if its  principal  offices  in New York City  become
inaccessible, its operations may be conducted from other Company offices located
in New Jersey. Such contingency plan should be implemented in early 1999.

Failure by the  Company to  eliminate  Year 2000  problems  within its  computer
systems  could  result  in  a  possible  failure  or  miscalculations,   causing
disruption of operations.  Under a worst case  scenario,  such problems would be
addressed by manually  processing  data and  transactions.  However,  this would
cause  delays  and  additional  costs  to the  administrative  process.  Further
contingency plans are being developed to address this issue.

Based upon the current information, the Company does not anticipate that, in the
aggregate,  costs  associated  with the Year 2000  issue  will  have a  material
financial  impact.  However there can be no assurances  that,  despite the steps
taken by the  Company to insure that it and its  customers  and vendors are Year
2000 compliant,  there will not be interruptions or other limitations of systems
functionality or that the Company will not incur significant costs to avoid such
interruptions  or  limitations.  The Company's  expectations  about future costs
associated  with the Year 2000  issue are  subject to  uncertainties  that could
cause  actual  results  to  have  a  greater  financial  impact  than  currently
anticipated.  Factors that could influence the amount and timing of future costs
include unanticipated vendor delays, technical difficulties, the impact of tests
of vendors' and customers' systems and similar events. If, despite the Company's
efforts under its Year 2000 planning,  there are Year 2000-related failures that
create substantial  disruptions to the Company's business, the adverse impact on
the business could be material.




                                                        14

<PAGE>

                                     WINSTON RESOURCES, INC. AND SUBSIDIARIES
 
                                                                     

                                            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:

             None


                                                        15


<PAGE>

                                                    SIGNATURES

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

                                            WINSTON RESOURCES, INC.

                                            By:   /s/ Seymour Kugler            
                                                ------------------------------
                                               Seymour Kugler
                                               Chairman of the Board
                                               and President


                                            By:   /s/ Jesse Ulezalka            
                                               -------------------------------
                                               Jesse Ulezalka
                                               Chief Financial Officer


Dated:  November 6, 1998

                                   16

<PAGE>

<PAGE>