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 June 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:  3,220,620  shares of Common
Stock, par value $.01 per share, outstanding on August 7, 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 - June 30, 1998
  (Unaudited) and December 31, 1997                                                          3-4

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

  Condensed Consolidated Statements of Cash Flow
  (unaudited) - Six Months Ended June 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                                           11-13

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                                      14

Item 2. Changes in Securities                                                                  14

Item 3. Defaults Upon Senior Securities                                                        14

Item 4. Submission of Matters to a Vote of Security-Holders                                    14

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                                                                   June 30, 1998                    December 31, 1997
                                                                        --------------                    -----------------


         Current Assets:

          Cash and Cash Equivalents                                         $ 1,643,000                           $  445,000

          Accounts receivable, trade,                                         8,381,000                            7,341,000
           net

          Prepaid expenses and other                                            292,000                              227,000
           current assets

          Securities held available                                             511,000                              392,000
                                                                              ----------                           ----------
           for sale

          Total current assets                                               10,827,000                            8,405,000



         Property and equipment, net                                            678,000                              540,000



         Other Assets:

          Security deposits and                                                 488,000                              506,000
                                                                              ----------                           ----------
           other assets



         Total Assets                                                       $11,993,000                           $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>

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

         Current liabilities:

          Accounts payable and accrued                               $   5,218,000                           $  3,668,000
           expenses

          Capital lease obligations                                         17,000                                 16,000

          Income taxes payable                                             179,000                                 25,000
                                                                       -------------                          ------------


             Total current liabilities                                   5,414,000                              3,709,000

          Deferred rent                                                    279,000                                303,000

          Long-term portion of capital
           lease obligations                                                26,000                                 35,000
                                                                       -------------                         ------------


              Total liabilities                                          5,719,000                              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 - 3,220,620                                      32,000                                 32,000
            shares at  June 30, 1998
            and 3,215,120 shares at
            December 31, 1997

          Additional paid-in capital                                      4,441,000                              4,435,000

          Retained Earnings                                               1,583,000                                783,000

          Unrealized gain on securities
            available-for-sale, net                                         218,000                                154,000
                                                                         -------------                           ------------

            Total stockholders' equity                                    6,274,000                              5,404,000
                                                                         -------------                           ------------

            Total liabilities and
            stockholders' equity                                      $  11,993,000                           $  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
                                                                                   June 30

                                                                                    1998                        1997
                                                                                    ----                        ----

Revenue:

  Placement fees and related income                                            $ 15,098,000                   $11,837,000
                                                                                ------------                   -----------

Operating expenses:

  Compensation and other benefits                                                11,804,000                     8,824,000

  Selling, general and administrative                                             2,486,000                     2,396,000
                                                                                ------------                   -----------

                                                                                 14,290,000                    11,220,000

Income from operations                                                              808,000                       617,000

Interest income, net                                                                 16,000                         8,000
                                                                                ------------                   -----------

Income before provision for income
taxes                                                                               824,000                       625,000

Provision for income taxes                                                          379,000                       282,000
                                                                                ------------                   -----------

Net Income                                                                     $    445,000                   $   343,000
                                                                                ============                   ===========


Basic earnings per share                                                       $       0.14                   $      0.11
                                                                                ============                   ===========

Diluted earnings per share                                                     $       0.13                   $      0.10
                                                                                ============                   ===========

</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>
                                                                               Six Months Ended
                                                                                   June 30

                                                                                    1998                        1997
                                                                                    ----                        ----

Revenue:

  Placement fees and related income                                            $ 29,506,000                   $22,619,000
                                                                                ------------                   -----------

Operating expenses:

  Compensation and other benefits                                                23,197,000                    16,822,000

  Selling, general and administrative                                             4,857,000                     4,769,000
                                                                                ------------                   -----------

                                                                                 28,054,000                    21,591,000

Income from operations                                                            1,452,000                     1,028,000

Interest income, net                                                                 30,000                         7,000
                                                                                ------------                   -----------

Income before provision for income
taxes                                                                             1,482,000                     1,035,000

Provision for income taxes                                                          682,000                       466,000
                                                                                ------------                   -----------

Net Income                                                                     $    800,000                   $   569,000
                                                                                ============                   ===========


Basic earnings per share                                                       $       0.25                   $      0.18
                                                                                ============                   ===========

Diluted earnings per share                                                     $       0.23                   $      0.17
                                                                                ============                   ===========

</TABLE>





                                      SEE NOTES TO CONDENSED CONSOLIDATED
                                            FINANCIAL STATEMENTS





                                                         6

<PAGE>



                      WINSTON RESOURCES, INC. AND SUBSIDIARIES


                   Condensed Consolidated Statements of Cash Flows
                                     (Unaudited)



<TABLE>
                                                                                                   Six Months Ended
                                                                                                       June 30
                                                                                       1998                           1997

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

Net income                                                                         $800,000                       $569,000

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

   Depreciation and amortization                                                     93,000                        68,000

   Provision for doubtful receivables                                                      -                      (14,000)

   Deferred rent                                                                    (24,000)                      (24,000)

   Changes in assets and liabilities:

     (Increase) in accounts receivable                                           (1,040,000)                     (989,000)

     Decrease (Increase) in prepaid
       expenses and other current assets                                            (65,000)                      (57,000)

     (Increase) in security
       deposits and other assets                                                    (37,000)                      (58,000)

     Increase in accounts payable and                                             1,704,000                        52,000
       accrued expenses and income taxes                                          ---------                    ----------
       payable

Net cash provided by (used in) operat-
   ing activities                                                                 1,431,000                      (453,000)
                                                                                  ---------                    ----------

Cash flows (used in) investing activities:

   Purchases of fixed assets                                                       (231,000)                     (149,000)
                                                                                   ---------                    ---------

</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>
                                                                                  Six Months Ended
                                                                                     June 30
   
      <S>                                                                            <C>                                    <C>
                                                                                    1998                                 1997
                                                                                    ----                                 ----

Cash flows provided by (used in) financing activities:

 Proceeds from exercise of
   options                                                                         6,000                                5,000

 Repayment of capital leases                                                      (8,000)                             (34,000)
                                                                               -----------                          ---------

Net cash (used in)
  financing activities                                                            (2,000)                             (29,000)
                                                                               ----------                          ----------

Net increase (decrease) in
 cash                                                                          1,198,000                             (631,000)

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

Cash at end of period                                                         $1,643,000                            $ 437,000
                                                                               ===========                          =========

Supplemental cash flows
 information:

   Cash paid during the period for:

    Interest                                                                  $    3,000                            $  12,000
                                                                                -----------                           ---------

    Income taxes                                                                 528,000                               667,000
                                                                                -----------                           ---------

</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 June 30, 1998,  the results of
     its  operations for the three months and six months ended June 30, 1998 and
     1997 and  changes in its cash flows for the six months  ended June 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 six months ended June 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 six months  ended  June 30,  1998 and
     1997.


                          THREE MONTHS
   <TABLE>
        <S>                                                                                    <C>                  <C>    
 
                                                                               1998                  1997
                                                                             ----------------------------------------------
  Numerator:
         Net income                                                                        $445,000              $343,000
                                                                             ----------------------------------------------
  Denominator
                  Denominator for basic earnings per
         share- weighted-average shares                                                   3,220,620             3,182,132
         Effect of dilutive securities:
           Stock options                                                                    336,067               258,058
                                                                             ----------------------------------------------
         Denominator for diluted earnings per
         share-adjusted weighted-average
         shares and assumed conversions                                                   3,556,687             3,440,190
                                                                             ----------------------------------------------
  Basic earnings per share                                                                     $.14                  $.11
                                                                             ==============================================
  Diluted earnings per share                                                                   $.13                  $.10
                                                                             ==============================================


</TABLE>
                                                         9

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


                                                 SIX MONTHS
                                                                                       1998                  1997
                                                                             ----------------------------------------------
   Numerator:
         Net income                                                                        $800,000              $569,000
                                                                             ----------------------------------------------
   Denominator
         Denominator for basic earnings per
         share-weighted-average shares                                                    3,219,301             3,179,897
         Effect of dilutive securities:
           Stock options                                                                    328,855               255,520
                                                                             ----------------------------------------------
         Denominator for diluted earnings per
         share-adjusted weighted-average
         shares and assumed conversions                                                   3,548,156             3,435,417
                                                                             ----------------------------------------------
   Basic earnings per share                                                                    $.25                  $.18
                                                                             ==============================================
   Diluted earnings per share                                                                  $.23                  $.17
                                                                             ==============================================

</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 six  months  ended  June  30,  1998  and  1997,  total
     comprehensive  income  amounted to $864,000,  and  $595,000,  respectively.
     During the three months ended June 30, 1998 and 1997,  total  comprehensive
     income amounted to $504,000, and $350,000, 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 June 30, 1998
compared to the Three Months ended June 30, 1997.
 
Revenues
 
Revenues  increased  by  approximately  $ 3,261,000  or 28%. The increase in the
quarter  ended  June 30 1998  is  primarily  due to the  increase  in  temporary
staffing and placement fees revenues of 36% and 3%,  respectively as compared to
the corresponding period in 1997.
 
Operating Expenses
 
Operating  expenses  increased  approximately  27% in the quarter ended June 30,
1998 as compared to the  corresponding  period in 1997.  Compensation  and other
benefits  increased  approximately 33% 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 reduced
borrowings under the Company's credit facility when compared to 1997.
 
Operating Results
 
Net income for the three  month  period  ended June 30,  1998 was  approximately
$445,000 or $.14 basic  earnings per common share and $.13 diluted  earnings per
common share as compared to net income of  approximately  $226,000 or $.11 basic
earnings  per common  share and $.10  diluted  earnings  per common share in the
quarter ended June 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 Six Months ended June 30, 1998
compared to the Three Months ended June 30, 1997.
 
Revenues
 
Revenues  increased by approximately $ 6,887,000 or 30%. The increase in the six
months ended June 30 1998 is primarily due to the increase in temporary staffing
and  placement  fees  revenues  of 42% and 9%,  respectively  as compared to the
corresponding period in 1997.
 
Operating Expenses
 
Operating expenses increased  approximately 30% in the six months ended June 30,
1998 as compared to the  corresponding  period in 1997.  Compensation  and other
benefits  increased  approximately 38% 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 reduced
borrowings under the Company's credit facility when compared to 1997.
 
Operating Results
 
Net  income  for the six month  period  ended  June 30,  1998 was  approximately
$800,000 or $.25 basic  earnings per common share and $.23 diluted  earnings per
common share as compared to net income of  approximately  $569,000 or $.18 basic
earnings  per common  share and $.17  diluted  earnings  per common share in the
quarter ended June 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 June 30, 1998 was  approximately  $5,413,000  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 six months ended June 30, 1998 was
$1,431,000.  Cash used in  investing  activities (purchase of fixed  assets) and
financing activities (primarily repayment of capital lease obligations) amounted
to $231,000 and $8,000,  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 is off to a strong  start and,  based on all  present
indications,  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's beliefs and assumptions, as well as information currently available
to management.  Such beliefs and  assumptions  are based on, among other things,
the  Company's  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's  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's  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>
                                     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

     The Company's  Annual Meeting of Stockholders was held on May 20, 1998 (the
"Meeting").  At the Meeting, the Company's  stockholders voted upon and approved
the election of five  directors,  approved the amendment to the  Company's  1996
Stock  Plan  and the  ratification  of  Ernst &  Young,  LLP as the  independent
auditors  of the  Company for the fiscal year  ending  December  31,  1998.  

     The holders of the  Company's  Common Stock voted on all matters  submitted
for a vote at the Meeting. The number of notes cast for, against or withheld, as
well as the number of abstentions, as to each such matter is set forth below:

Election of Directors
                                            For                        Withheld
Norton Sperling                             3,012,881                  15,300
Todd Kugler                                 3,012,881                  15,300
Martin Wolfson                              3,012,881                  15,300
Martin A. Fischer                           3,012,881                  15,300
Martin J. Simon                             3,012,881                  15,300

                                   For           Against              Abstain
Approval of Amendment to the
Company's 1996 Stock Plan        2,179,482       351,176                2,700

Ratification of
Appointment of Auditors          3,022,631         3,600                1,950




                                                        14

<PAGE>

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:  August 10, 1998


                                                        12

<PAGE>