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

                                     FORM 10-QSB


(Mark One)

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

For the quarterly period ended:  March 31, 1999

                                                        or

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

For the transition period from _______________________ to ____________________

Commission File Number:  33-89966

                                  TREMONT ADVISERS, INC.
             (Exact name of small business issuer as specified in its charter)

        Delaware                                           06-1210532
(State or other jurisdiction                 (I.R.S. Employer Identification No)
 or incorporation or organization)
                   555 Theodore Fremd Avenue, Rye, New York 10580
                  (Address of principal executive offices) (Zip Code)

                                (914) 925-1140
                          (Issuer's telephone number)

(Former name,former address and former fiscal year,if changed since last report)

    Check whether the issuer (1) filed all reports  required to be filed by
    Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or
    for such  shorter  period)  that the issuer 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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE 
PRECEDING FIVE YEARS

Check whether the issuer filed all documents and reports required to be filed b
Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

                   Yes                        No

                 APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the Registrant's Class A Common Stock, $0.01
par value,  as of the close of  business on May 7, 1999 was  1,284,718,  and the
number of shares outstanding of the Registrant's Class B Common Stock, $0.01 par
value, was 3,197,700 as of the same date.



<PAGE>



                                   INDEX

                             Tremont Advisers, Inc.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements. (Unaudited)                                 Page

    Condensed Consolidated Balance Sheets - March 31, 1999 (unaudited)
       and December 31, 1998 (audited)                                        1

    Condensed Consolidated Statements of Income -
       three months ended March 31, 1999 and 1998                             2

    Condensed Consolidated Statement of Shareholders' Equity -
       three months ended March 31, 1999                                      3
    Condensed Consolidated Statements of Cash Flows -
       three months ended March 31, 1999 and 1998                             4

    Notes to Condensed Consolidated Financial Statements                      6


Item 2.  Management's Discussion and Analysis                                13



PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                   17

Item 6.  Exhibits and Reports on Form 8-K                                    17

Signature                                                                    17

Exhibit 27 - Financial Data Schedule                                         18






<PAGE>



                         PART I - FINANCIAL INFORMATION
 
Item 1.  Financial Statements.
 
                              Tremont Advisers, Inc.
 
                         Condensed Consolidated Balance Sheets

<TABLE>
<S>                                                                                       <C>                    <C>
                                                                                             March 31, 1999       December 31, 1998
                                                                                                (Unaudited)               (Audited)
                                                                                              ---------------        ---------------
Assets                                                                                                         
Current Assets
  Cash and cash equivalents                                                                       $2,173,500             $1,893,800
  Accounts receivable, net                                                                         2,539,200              2,111,600
  Income taxes receivable                                                                                  -                 82,800
  Prepaid expenses and other assets                                                                  827,700                327,900
                                                                                              ---------------        ---------------
Total current assets                                                                               5,540,400              4,416,100
                                                                                        
Investments in limited partnerships (cost $2,117,400 and $1,428,600)                               2,825,400              2,034,700
Other investments (cost $469,900)                                                                    192,200                200,300
                                                                                        
Fixed assets, net                                                                                    539,700                449,700
Goodwill, net                                                                                      2,163,200                      -
Other assets                                                                                          30,000                192,900
                                                                                              ---------------        ---------------
Total assets                                                                                     $11,290,900             $7,293,700
                                                                                              ===============        ===============
                                                                                        
Liabilities and shareholders' equity
Current liabilities                                                                     
  Accounts payable                                                                                  $223,600               $283,300
  Accrued expenses                                                                                 1,724,200              1,111,200
  Income taxes payable                                                                               122,900                      -
  Deferred income taxes payable                                                                       29,000                 29,000
  Deferred revenue                                                                                   793,900                      -
                                                                                              ---------------        ---------------
Total current liabilities                                                                          2,893,600              1,423,500
                                                                                        
Deferred income taxes payable                                                                        622,100                559,400

Shareholders' equity
  Preferred Stock $1 par value, 350,000 shares                                          
  authorized, issued and outstanding - none                                                                -                      -
  Class A Common Stock, $0.01 par value, 5,000,000 shares                               
  authorized, 1,284,718 shares issued and outstanding                                                 12,800                 12,800
  Class B Common Stock, $0.01 par value, 5,000,000 shares
  authorized, 3,197,700 and 2,939,604 shares issued and outstanding                                   32,000                 29,400
  Additional paid in capital                                                                       6,984,400              5,106,900
  Retained earnings                                                                                  752,600                167,000
  Cumulative foreign currency translation adjustment                                                  (6,600)                (5,300)
                                                                                              ---------------        ---------------
Total shareholders' equity                                                                         7,775,200              5,310,800
                                                                                              ---------------        ---------------
Total liabilities and shareholders' equity                                                       $11,290,900             $7,293,700
                                                                                              ===============        ===============

</TABLE> 

See accompanying notes.
 
Note:  The Condensed Consolidated Balance Sheet at December 31, 1998 has been
       derived from the audited financial statements as of that date.
 



                                        1
<PAGE>
                              Tremont Advisers, Inc.
 
                    Condensed Consolidated Statements of Income
 
                              (Unaudited)
 <TABLE>
<S>                                                                                <C>                   <C>
                                                                                         Three Months Ended
                                                                                              March 31
                                                                                    1999                     1998
                                                                                  ---------------         ---------------
 
Revenues
Consulting fees                                                                       $3,227,100              $2,000,800
Performance fees                                                                          50,300                  35,900
Commissions                                                                              100,400                 120,400
                                                                                  ---------------         ---------------
Total revenues                                                                         3,377,800               2,157,100

Expenses
Compensation                                                                           1,262,900                 857,300
General and administrative                                                               808,500                 546,600
Consulting                                                                               373,000                 316,000
Depreciation                                                                              51,200                  40,500
Amortization of intangibles                                                              110,900                       -
                                                                                  ---------------         ---------------
Total expenses                                                                         2,606,500               1,760,400

Equity in earnings of limited partnerships                                               101,900                  77,600
Loss from operations of joint ventures                                                    (8,100)                (26,900)
Other income, net                                                                         10,600                   8,200
                                                                                  ---------------         ---------------

Income before income taxes                                                               875,700                 455,600
Provision for income taxes                                                               290,100                 186,800
                                                                                  ---------------         ---------------
Net income                                                                              $585,600                $268,800
                                                                                  ===============         ===============

Net income per common share                                                                $0.14                   $0.07
                                                                                  ===============         ===============

Net income per common share - assuming dilution                                            $0.13                   $0.06
                                                                                  ===============         ===============

                                         
</TABLE> 
See accompanying notes.
 


                                        2
 
<PAGE>

                         Tremont Advisers, Inc.
 
                    Consolidated Statement of Shareholders' Equity
                              (Unaudited)
 
 <TABLE>
<S>                                             <C>              <C>               <C>                   <C>         <C>
                                                      Common Stock                  Additional                          Total
                                                       Par Value                     Paid In              Retained    Shareholders'
                                                 Class A          Class B            Capital              Earnings        Equity
                                               -------------------------------------------------------------------------------------
Balance at
  December 31, 1998                              $12,800           $29,400            $5,106,900            $167,000     $5,310,800

Comprehensive Income:



Net Income                                             -                 -                     -             585,600        585,600

Foreign currency translation
  adjustment                                           -                 -                     -                   -         (1,300)
                                               -------------------------------------------------------------------------------------
                                                                                                                       
Comprehensive Income                                                                                                        584,300

Issuance of Class B
  Common Stock - MGL
  purchase (47,619 shares)                             -               500               356,700                   -        357,200
                                                                                                                       
Issuance of Class B
  Common Stock - TASS
  Acquisition (190,477 shares)                         -             1,900             1,426,700                   -      1,428,600

Issuance of Class B
  Common Stock - exercise
  of Director Options (15,000 shares)                  -               150                56,100                   -         56,250

Issuance of Class B
Tremont Advisers, Inc.

  Common Stock - exercise
  of Employee Options (5,000 shares)                   -                50                18,700                   -         18,750

Income tax benefits
  Related to exercise of
  Stock Options                                        -                 -                19,300                   -         19,300
                                               -------------------------------------------------------------------------------------
Balance at March 31, 1999                        $12,800           $32,000            $6,984,400            $752,600     $7,775,200
                                               =====================================================================================

     
</TABLE> 
See accompanying notes.

                                        3

<PAGE>

                                   Tremont Advisers, Inc.
                    Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<S>                                                                                     <C>                          <C> 
                                                                                                Three Months Ended
                                                                                                    March 31
                                                                                            1999                       1998
                                                                                          -------------              --------------
Operating Activities
Net income                                                                                    $585,600                   $268,800
Adjustments to reconcile net income
  to cash provided by operating activities:
  Depreciation                                                                                  51,200                     40,500
  Amortization of intangibles                                                                  110,900                          -
  Equity in earnings of limited partnerships                                                 (101,900)                   (77,600)
  Loss from other investments                                                                    8,100                     30,500
  Deferred income taxes payable                                                                 62,700                          -
  Foreign currency translation adjustment                                                      (1,300)                          -
Changes in operating assets and liabilities:
    Accounts receivable, net                                                                 (243,100)                  (119,800)
    Receivable from officer                                                                          -                     85,000
    Accounts payable                                                                          (98,900)                     15,400
    Accrued expenses                                                                         (277,100)                  (353,700)
    Deferred revenue                                                                               300                          -
    Income taxes, net                                                                          205,700                    173,700
    Other assets                                                                               162,900                          -
    Prepaid expenses and other                                                                  10,000                      9,100
                                                                                          -------------              --------------
Net cash provided by operating activities                                                      475,100                     71,900

Investing activities
Purchase of fixed assets                                                                      (60,100)                   (19,600)
Investments in limited partnerships                                                          (688,800)                    (5,000)
Cash acquired from acquisition of TASS                                                         102,000                          -
Investments in joint ventures                                                                        -                   (86,000)
                                                                                          -------------              --------------
Net cash used by investing activities                                                        (646,900)                  (110,600)

Financing activities
Proceeds from issuance of Class B Common Stock                                                 357,200                          -
Exercise of Class B Common Stock options                                                        75,000                          -
Tax benefit from exercise of stock options                                                      19,300                          -
                                                                                          -------------              --------------
Net cash provided by financing activities                                                      451,500                          -

Net increase (decrease) in cash and cash equivalents                                           279,700                   (38,700)
Cash and cash equivalents at beginning of period                                             1,893,800                    820,800
                                                                                          -------------              --------------
Cash and cash equivalents at end of period                                                  $2,173,500                   $782,100
                                                                                          =============              ==============


</TABLE>

See accompanying notes.

                                        4
<PAGE>


Supplemental disclosures of cash flow information:
<TABLE>
<S>                                                                                     <C>                                <C>
                                                                                                     Three Months Ended
                                                                                                            March 31
                                                                                               1999                       1998
                                                                                        -------------------------------------------
Financing activities
Noncash transactions related to the
      issuance of Class B Common Stock in
      the Tass acquisition                                                                  $1,428,600                         $-


Investing activities
Liabilities assumed in the Tass acquisition
     Deferred revenue                                                                          793,600                          -
     Accounts payable                                                                           39,200                          -
     Accrued expenses                                                                          411,500                          -
     Short -term debt                                                                          236,800                          -
                                                                                                                                -

Assets acquired in the Tass acquisition                                                                                         -
     Fixed assets, net                                                                          81,100                          -
     Accounts receivable                                                                       184,500                          -
     Prepaid and other                                                                          47,000                          -
     Customer contracts                                                                        555,500                          -
     Goodwill                                                                                2,181,400                          -

Accrued acquistion costs                                                                       241,800                          -


</TABLE>
See accompanying notes.

 
                                        5
<PAGE>



                               Tremont Advisers, Inc.

               Notes to Condensed Consolidated Financial Statements
                                    (Unaudited)


NOTE A - Basis of Presentation

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 to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of  normal  recurring  accruals)  necessary  for a fair  presentation  have been
included.  Operating  results for the three  months ended March 31, 1999 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 1999. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1998.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from such estimates.

Principles of Consolidation - The condensed  consolidated  financial  statements
include the accounts of the Company and its  majority  owned  subsidiaries.  All
material  intercompany   transactions  and  accounts  have  been  eliminated  in
consolidation.

Intangibles - Goodwill represents the excess of purchase price and related costs
over the value  assigned to the net tangible  assets of the  business  acquired.
Goodwill is amortized on a straight-line  basis over ten years. Other intangible
assets, including customer contracts, which are included in prepaid expenses and
assets, are amortized over their economic lives, generally one year.

Earnings per Share - Basic  earnings per share is computed based on the weighted
average number of common shares outstanding. Diluted earnings per share reflects
the increase in the weighted  average number of common shares  outstanding  that
would result from the assumed exercise of outstanding stock options,  calculated
using the treasury stock method.

Minority  Interest  - The  Company  presently  owns  65% of  Tremont  Investment
Management  Inc.  ("TIMI").   For  financial  reporting  purposes,  the  assets,
liabilities  and earnings of TIMI have been included in the Company's  condensed
consolidated financial statements.

Concentrations  of  Credit  Risk - The  Company's  accounts  receivable  are not
concentrated  in any specific  geographic  region,  but are  concentrated in the
investment  industry.  The  Company's  exposure to credit risk  associated  with
nonpayment  by  customers  is  affected  by  conditions  within  the  investment
industry.

Income Taxes - The provision for income taxes includes  earnings of federal
and state taxes currently payable, after reduction for undistributed earnings of
foreign  subsidiaries  considered  permanently  reinvested,  and those  deferred
because of temporary  differences  between the  financial  statement and the tax
basis of assets and  liabilities.  A valuation  allowance is recorded,  based on
available  evidence  when it is more likely than not that some portion or all of
the deferred tax assets will not be realized.


                                        6
<PAGE>

NOTE B - Business Combination

                  On March 11, 1999, the Company acquired all of the outstanding
common  shares of TASS  Management  Limited  ("TASS"),  a London,  England based
company specializing in the sale of electronic database information. The founder
and chief  executive  of TASS is Nicola  Meaden,  a nominee for  Director of the
Company.  The Company issued 190,477 shares of its Class B Common Stock at $7.50
per share in exchange for the TASS common  shares,  of which 64,170  shares were
received by Ms.  Meaden.  The  transaction  was accounted for using the purchase
method of accounting. Accordingly, the excess of cost over the fair market value
of net assets  acquired  (approximately  $2.2  million)  will be  amortized on a
straight  line basis over a ten year period.  The  operations  of TASS have been
included in the  consolidated  statement of operations from the date of closing.
In connection with the acquisition, employment agreements were entered into with
two key employees of TASS,  including Ms. Meaden,  who were also granted options
to  purchase   shares  of  the  Company's  Class  B  Common  Stock  and  certain
registration rights (See Note F and Note H).

The following  unaudited proforma  information  presents a summary of results of
operations  for the three  months  ended March 31, 1999 and 1998,  respectively,
assuming consumation of the purchase of TASS as of January 1, 1998.


<TABLE>


                                                       Three months ended
                                                            March 31
                                                        1999         1998
                                                          (Unaudited)
<S>                                                <C>                <C>    
Net sales                                       $3,721,500         $2,528,600
Net income                                         403,600            291,500
Per share data:
Basic Earnings                                        0.09               0.07
Diluted earnings                                      0.09               0.06


NOTE C - Prepaid Expense and Other Assets

                                    March 31, 1999            December 31, 1998
                                     (Unaudited)                   (Audited)
 Current:
   Customer contracts                $  462,900                  $         --
   Insurance receivable                 257,500                       257,500
   Prepaid expenses                      82,200                        70,400
   Other                                 25,100                            --
                                     ------------                ------------
                                    $   827,700                      $327,900
                                     ============                ============

 Non-Current:
   Deferred acquisition costs            --                          $162,900
   Security deposits                     30,000                        30,000
                                     ------------                   ---------
                                    $    30,000                      $192,900
                                     ============                  ==========

</TABLE>
Payroll  Express,  the Company's  payroll  preparation  and withholding tax data
processing   service  from  1991  through   September  1998,  filed  Chapter  11
bankruptcy.  Payroll  Express  engaged in a fraudulent  scheme by diverting  the
Company's  federal payroll tax withholdings  amounting to $307,500 for the years
ended December 31, 1995 and 1996.

The  Company  is  cooperating  with  the  authorities  in the  ongoing  criminal
investigation of Payroll Express and its principal and filed a proof of claim in
the Payroll  Express  bankruptcy.  The Company also believes that its losses are
covered by its  fidelity  bond.  A proof of loss,  which  seeks  recovery of the
Company's losses and reimbursement for related professional fees, has been filed
with its  insurance  provider.  Included  in other  assets at March 31, 1999 and
December 31, 1998, is $257,500 which  represents a receivable from the insurance
provider  pursuant to this  claim.  This  amount  reduced  the  related  loss of
$307,500 recorded by the Company in general and  administrative  expenses during
1998.


                                        7
<PAGE>

NOTE D - Investments in Limited Partnerships

At March 31, 1999 and  December  31,  1998,  Tremont  Partners,  Inc.'s  ("TPI")
investment in The Broad Market Fund, L.P. was $854,500 and $807,200 representing
 .38% and .43%,  respectively,  of the fund's net  assets.  Summarized  financial
information of The Broad Market Fund, L.P. is as follows:


                             March 31, 1999              December 31, 1998
                               (Unaudited)                     (Audited)

  Total assets                 $232,028,000                  $198,415,000
  Total liabilities               5,853,600                    10,725,000


                                                       Three months ended
                                                            March 31
                                                 1999                     1998
                                                          (Unaudited)

 Net investment income (loss)                 $   (165,000)         $ 981,200
 Net realized and unrealized gain 
 on investments                                 11,886,200          6,268,600
                                                ----------         -----------
                  Net income                   $11,721,200         $7,249,800
                                              ============         ==========


At March 31, 1999,  investments in Meridian Horizon Fund, L.P.,  GamTree,  L.P.,
The Broad Market Prime Fund, L.P. and American Masters Market Neutral Fund, L.P.
were $398,700, $183,500, $259,900 and $623,500,  respectively. In addition, TIMI
launched the Tremont Masters Fund effective  February 1, 1999 with $500,100.  At
March 31, 1999,  TIMI's  investment  in Tremont  Masters Fund was  $505,300.  At
December 31, 1998,  investments in Meridian Horizon Fund, L.P.,  Gamtree,  L.P.,
The Broad Market Prime Fund, L.P. and American Masters Market Neutral Fund, L.P.
were  $378,600,  $177,600,  $56,700 and $614,600  respectively.  The  aggregated
summarized unaudited financial information of these entities and Tremont Masters
Fund is as follows:


                                   March 31, 1999           December 31, 1998
                                    (Unaudited)                 (Unaudited)
  
Total assets                      $509,401,700                $483,231,000
Total liabilities                   92,154,300                  86,305,000

                                            Three months ended
                                                 March 31
                                         1999                1998
                                               (Unaudited)

Net investment loss                  $ (2,538,900)           $   (750,400)
Net realized and unrealized gain
Investments                            26,972,400              18,833,800
                                      -------------            ----------
                  Net income         $ 24,433,500             $18,083,400
                                      ============             ===========


                                   8

<PAGE>

NOTE E - Accrued Expenses

Accrued expenses consist of the following:


                                       March 31, 1999        December 31, 1998
                                         (Unaudited)             (Audited)

Professional and consulting fees         $  744,900            $  579,300
Compensation                                440,300               300,000
Short-term notes payables                   287,500                39,800
Employee benefit plan                       137,600               110,000
Printing and graphics                        52,700                37,500
Other                                        61,200                44,600
                                        -----------          ------------
                                         $1,724,200            $1,111,200
                                        ===========          ============


NOTE F - Stock Options

During the three months ended March 31, 1999, certain directors and an executive
officer  exercised  options to purchase an aggregate of 15,000 and 5,000 shares,
respectively of the Company's Class B Common Stock at $3.75 per share. A summary
of the Company's  stock option activity for three months ended March 31, 1999 is
as follows:

                  Outstanding-beginning of period:                   302,566
                  Granted                                            275,452
                  Exercised                                          (20,000)
                  Lapsed                                               --
                                                              -----------------
                  Outstanding-end of period                          558,018
                                                              =================

                  Exercisable at end of period                       354,490
                                                              =================

         Nicola  Meaden,  Chief  Executive  of TASS,  was  granted  two types of
options (the "Group I Options"  and the "Group II Options") to purchase  147,447
and 24,844 shares, respectively, of Class B Common Stock. Additionally, Laurence
Huntington  Taylor II, a Principal of TASS,  was granted  78,007 Group I Options
and  13,154  Group II  Options.  The Group I Options  and Group II  Options  are
exercisable at $8.00 per share and $15.00 per share, respectively. Sixty percent
of the Group I Options became exercisable  effective March 11, 1999, the balance
become  exercisable  at any time on or after March 11,  2000.  One-third  of the
Group II Options vested on March 11, 1999, the balance vest one-third each on or
after March 11, 2000 and 2001. Both the Group I Options and the Group II Options
become  immediately  exercisable  upon a change in control of the  Company.  The
stock  options may not be  transferred  at any time  without  the prior  written
consent of the  Company.  In the event  that  either  employee  seeks to sell or
transfer any shares of the Company's stock other than to a family affiliate, the
Company has the right of first  refusal to purchase the shares on the same terms
and conditions as the third party offer.

During March 1999,  options to purchase 12,000 shares of Class B Common Stock at
$15.00 per share  were  granted to  certain  employees  of TASS,  other than Ms.
Meaden and Mr. Taylor.  The options vest and become exercisable on the following
schedule:  one-third  on the  date  of the  agreement,  one-third  on the  first
anniversary  of the  agreement and  one-third on the second  anniversary  of the
agreement.


                                        9
<PAGE>



NOTE G - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
                                                                                 Three months ended
                                                                                         March 31
                                                                             1999                     1998


                                                                                       (Unaudited)

<S>                                                                        <C>                           <C>
Numerator:

   Net Income - numerator for basic and diluted earnings
   per share (income available to shareholders)                       $   585,600                  $   268,800

Denominator:

   Denominator for basic earnings per share - weighted-
   average shares                                                       4,285,767                    4,086,822

Effect of dilutive securities:

   Employee stock options                                                 225,956                      207,193
                                                                    -------------------------------------------


   Denominator for diluted earnings per share - adjusted
   weighted-average shares and assumed conversions                      4,511,723                    4,294,015
                                                                    ===========================================


Basic earnings per share                                               $     0.14                    $    0.07
                                                                    ===========================================

Diluted earnings per share                                             $     0.13                    $    0.06
                                                                    ============================================
</TABLE>

NOTE H - Commitments

On March 11, 1999, the Company entered into two two-year employment  agreements.
The first provides that Nicola Meaden will serve as Chief  Executive  Officer of
TASS. The second provides that Laurence  Huntington Taylor, II will serve as the
Company's Senior Vice President of Global  Marketing and Sales.  Both agreements
provide for minimum base  salaries of $150,000  per year, a guaranteed  bonus of
$50,000  per year and such  other  bonus as may be  determined  by the  Board of
Directors.  Ms.  Meaden's  and Mr.  Taylor's  employment  may be  terminated  by
consent,  for  cause,  as a result of death or  disability,  and the  Company is
expressly  permitted to terminate without cause. If an employee's  employment is
terminated for cause,  the employee will be entitled to receive  accrued salary,
guaranteed  bonus, and the value of accrued but unused vacation time through the
date of  termination.  If an employee's  employment is terminated for any reason
other than for cause,  the employee will be entitled to the same amounts through
the end of the term of the employment agreement; however, the Company may offset
against payments due to the employee any  compensation  received by the employee
through any affiliation with a competing business prior to the end of the term.

NOTE I - Contingencies

The Company is being sued by a former  employee  for alleged  breach of contract
and defamation.  The Company  believes that the suit is without merit;  however,
should the plaintiff  prevail,  the Company  believes that it is likely that the
damages will not be material to the Company's  consolidated  financial condition
or results of operations.


                                        10
<PAGE>


NOTE J - Segment and Geographic Data

The Company  operates  principally  in a single  segment.  It  provides  various
alternative  investment  services  using a single and  multi-manager  investment
approach to placing  investment  funds with  independent  asset  managers.  This
segment  consists of one operating  unit that provides  services to two types of
clients:  the  Company's  proprietary  investment  funds  sponsored  by  certain
subsidiaries  and to  non-affiliated  investment  fund  sponsors,  institutional
investors and high net-worth individual investors.

For  the  proprietary   investment  funds   (typically   structured  as  limited
partnerships)   the  Company  serves  as  the  general  or  co-general   partner
participating  in  organizing  the  funds,   selecting  the  asset  classes  for
investment and providing the day-to-day  management and  administration  for the
operation of the funds, but does not make direct investment decisions.

For the non-affliated investment fund sponsors, institutional investors and high
net-worth  investors  the Company  provides the following  services:  consulting
regarding the organization of funds,  establishment of investment objectives and
guidelines, definition of suitable asset classes, negotiation of fees with asset
managers  and  other  professionals,   monitoring  of  investment   performance,
information data services and periodic reports.

The following  table provides a summary of the types of fees earned with respect
to each of the two primary client types discussed above.

<TABLE>
                                                                              Three Months Ended
                                                                                   March 31
                                                                   1999                      1998
                                                                  --------------------------------------
                                                                                 (Unaudited)
        
               <S>                                                 <C>                   <C>         
         Revenues

         Proprietary investment funds
           Asset-based fees                                         $1,761,300             $    929,500
                                                                   ------------            --------------
         Total revenue from proprietary investment funds             1,761,300                  929,500

         Consulting clients
           Asset-based fees                                            944,300                  828,100
           Performance-based fees                                       50,300                   35,900
           Annual retainer and special project fees                    319,200                  185,900
           Administration fees                                          59,000                   57,300
           Information data services                                   143,300                     --
                                                                  -------------             --------------
                                                                     1,516,100                1,107,200


         Other revenue (1)                                             100,400                  120,400
                                                                  -------------             --------------

         Total consolidated revenues                                $3,377,800               $2,157,100
                                                                  =============             ==============

</TABLE>
Other  revenue  consists  of  commissions  earned  through  TSI  (the  Company's
wholly-owned introducing broker/dealer).
<TABLE>
            
           <S>                                                        <C>                 <C>  
                                                                            Revenues (a)
                                                                              March 31
                                                                  1999                   1998
                                                                ----------------------------------
                                                                          (Unaudited)

        United States                                             $2,123,900         $1,504,500
        Bermuda                                                    1,110,600            652,600
        Canada                                                         --                  --
        United Kingdom                                               143,300               --
                                                                --------------      -------------
        Consolidated total                                        $3,377,800         $2,157,100
                                                                ==============      =============

</TABLE>
(a)Revenues are attributed to countries based on the location of the subsidiary
performing the services.


                                        11

<PAGE>


Substantially all long-lived assets are located in the United States.

During the periods presented in the consolidated  statements of income,  certain
clients  accounted  for a significant  percentage of the Company's  consolidated
revenues.  For the three months ended March 31, 1999 and 1998,  The Broad Market
Fund,  L.P.  accounted  for  approximately  14%  and  17%,   respectively,   of\
consolidated  revenues.  In addition,  for the three months ended March 31, 1999
and 1998, The Broad Market Prime Fund, L.P. accounted for approximately 18 % and
13%, respectively, of consolidated revenues.


                                   12
<PAGE>




Item 2.   Management's Discussion and Analysis

The Company's  revenues are derived from consulting and  specialized  investment
services provided to institutional and other clients, as well as management fees
from certain funds under management. Consulting fees are generally a function of
the  amount of assets  under  management  and the  percentage  fees  charged  to
clients.  Management fees are based on a percentage of the assets of the managed
fund and are usually  paid on a monthly or  quarterly  basis.  The Company  also
receives asset-based fees for investments placed by Tremont (Bermuda) Limited in
certain offshore mutual funds.  The Company  provides other consulting  services
generally  on a fixed  fee  basis,  whether  as annual  retainer  fees or single
project fees. Effective with the purchase of TASS Management Limited ("TASS") on
March 11, 1999,  the Company will recognize data sales revenues from the sale of
electronic  database  information.  The Company's  principal  operating expenses
consist  of  its  costs  of  personnel  and  independent   consultants.   It  is
management's intention to continue the Company's focus on launching new products
and to taking  advantage of its growing  world-wide  relationships to expand its
operations.

Consulting  fees earned for the three months  ended March 31, 1999  increased by
$1,226,300,  or 61.3%, from $2,000,800 for the three months ended March 31, 1998
to  $3,227,100  for the three  months  ended March 31,  1999.  At the  Company's
principal domestic subsidiary, Tremont Partners, Inc., consulting fees increased
from  $1,375,900  for the three  months  ended March 31,  1998 to  approximately
$1,993,400  for the  three  months  ended  March 31,  1999.  This  increase  was
primarily due to increases in revenues from the following related entities:  The
Broad Market Prime Fund, L.P. ($318,200  increase),  The Broad Market Fund, L.P.
($123,500  increase),  and the Daimler  Chrysler  Minority Equity Trust ($99,710
increase). At Tremont (Bermuda) Limited, consulting fees increased from $616,700
for the three months ended March 31, 1998 to  approximately  $1,059,000  for the
three  months  ended March 31,  1999.  This  increase  was  primarily  due to an
increase  in  revenues  from  Kingate  Global  Fund  Class  B  Shares  ($311,800
increase),  and increases in assets within the respective investment vehicles of
clients.  The remaining  increase  ($166,500) was from TASS's sale of electronic
database  information,  as well as  placement  agent  fees  received  by Tremont
Securities, Inc.

Performance fees for the three months ended March 31, 1999 increased by $14,400,
or 40.1%,  as compared to the three months  ended March 31, 1998  primarily as a
result  of  underlying   investment   vehicles   outperforming   pre-established
benchmarks.

Commissions decreased by $20,000, or 16.7%, for the three months ended March 31,
1999 compared to the three months ended March 31, 1998. This decrease resulted
primarily from decreased trading activities of TSI's clients. 

Management  expects that during the  remainder of 1999 the Company will continue
to develop relationships with additional entities. The Company is also utilizing
these  relationships  to create  diversified  ways to package and distribute its
investment products. In addition, management expects performance fee revenue to
increase during periods of positive  market  conditions,  but management  cannot
predict  with any  accuracy  whether  such  income  from  performance  fees will
continue in the future due to changing market conditions and outside factors.

Compensation  expense  increased  for the three  months  ended March 31, 1999 by
$405,600,  or 47.3%,  as compared to the three months ended March 31, 1998, as a
result of the Company's acquisition of TASS, as well as its continued efforts to
attract  and  retain  qualified  employees.   These  efforts,  as  well  as  the
acquisition of TASS,  resulted in an increase in the number of employees from 31
at March 31, 1998 to 51 at March 31, 1999.  Compensation  expense also increased
due to salary increases for certain  employees that became effective  January 1,
1999 and as a result of  increased  health care costs due to the increase in the
number of employees.


                                        13

<PAGE>

General   and    administrative    expenses    consist    primarily   of   rent,
telecommunications,  travel  and  entertainment,  professional  fees  and  other
related expenses. General and administrative expenses for the three months ended
March 31, 1999  increased by $261,900 or 47.9%,  as compared to the three months
ended March 31, 1998.  The increase in general and  administrative  expenses was
primarily due to increased  professional fees and consulting expenses associated
with the Year 2000 issue, the Payroll Express Company bankruptcy  investigation,
as well as costs  related to the  Company's  continued  expansion to service its
growth, including expanding its office facility in September 1998.

Consulting  expenses increased $57,000 or 18.0% for the three months ended March
31, 1999 as compared to the three  months  ended March 31, 1998  primarily  as a
result of the increase in revenues from the clients that  participate in revenue
sharing arrangements.  For example, Tremont Partners, Inc. and Tremont (Bermuda)
Limited have revenue sharing arrangements with other parties relating to certain
clients.

Equity earnings of limited  partnerships  increased  $24,300,  or 31.3%, for the
three  months  ended March 31, 1999 as compared to the three  months ended March
31, 1998.  This  increase was a result of  increased  performance  as well as an
increase in the amount invested by the Company.

On March 11, 1999, the Company acquired all of the outstanding ordinary (common)
shares of TASS Management  Limited ("TASS"),  a London,  England - based company
specializing  in the  sale  of  electronic  databases;  the  founder  and  chief
executive of TASS is Nicola Meaden,  a nominee for Director of the Company.  The
Company  issued 190,477 shares of its Class B Common Stock at $7.50 per share in
exchange for the TASS common shares, of which 64,170 shares were received by Ms.
Meaden.  The  transaction  has been  accounted for using the purchase  method of
accounting.  Accordingly,  the excess of cost over the fair market  value of net
assets  acquired  (approximately  $2.2  million) will be amortized on a straight
line basis over a ten year period.  The operations of TASS have been included in
the  consolidated  statement of  operations  from the date of closing.  Revenues
included  in March  were  $143,300,  expenses  totaled  $117,100,  resulting  in
additional  income before taxes of $26,200.  In connection with the acquisition,
employment  agreements  were  entered  into  with  two key  employees  of  TASS,
including Ms. Meaden,  who were also granted  options to purchase  shares of the
Company's Class B Common Stock and certain registration rights.

Profitability  is dependent  on the ability of the Company to maintain  existing
client  relationships,  several of which  currently  account  for a  significant
portion of the Company's  revenues,  to increase assets under management for its
clients, and to market its services to new accounts.

Cash  provided by  operations  was $475,100 for the three months ended March 31,
1999 as compared to cash  provided by operations of $71,900 for the three months
ended March 31 1998.  Cash  provided by  operating  activities  was  primarily a
result of profitable operations,  a decrease in other assets and increased taxes
payable  partially  offset by increases in accounts  receivable and decreases in
accrued expenses, net of the liabilities acquired in the TASS acquisition. These
positive  changes  in cash  flow,  as  well  as the  issuance  of  Common  Stock
($451,500) during the quarter, were offset by investing activities of $646,900.

At March 31,  1999,  the Company  owned  options to purchase  8,000  shares of a
non-publicly  registered  investment  adviser  specializing in 401(k) investment
allocation  advice over the Internet.  The options were granted at $10 per share
and are fully vested.  The options have a five year term and were valued at zero
by the Company at March 31, 1999.

At March 31,  1999 the Company  owned  30,000  shares of common  stock of a non-
public  financial  services  company formed in 1996. The shares were received by
the Company as a result of an employee's participation as a board member of such
company. At March 31, 1999, the shares of common stock were valued at zero.



                                        14

<PAGE>

The Company  believes it has adequate  capital  resources and working capital to
bring to market those products  currently in the  developmental  stage, and that
the revenue  stream  from  these,  as well as from  existing  products,  will be
sufficient to support future  growth.  The Company has no material short term or
long term debt obligations

The Company is being sued by a former  employee  for alleged  breach of contract
and defamation.  The Company  believes that the suit is without merit;  however,
should the plaintiff  prevail,  the Company  believes that it is likely that the
damages will not be material to the Company's  consolidated  financial condition
or results of operations.

The Year 2000 issue is a result of computer  programs  being  written  using two
digits rather than four to determine the applicable year. Any computer  programs
that have time  sensitive  software or embedded chips may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could  result in a system
failure  or  miscalculations  causing  significant  disruptions  or  operations,
including,  among other things, a temporary inability to process transactions or
engage in similar normal business activities.

Based on recent assessments,  the Company determined that it will be required to
modify or replace certain  portions of its software and certain hardware so that
those systems will properly  utilize dates beyond December 31, 1999. The Company
presently  believes that with  modifications or replacements of certain existing
software and certain hardware, the Year 2000 Issue can be mitigated. However, if
such  modifications  and replacements are not made, or are not completed timely,
the Year 2000  Issue  could  have a  material  impact of the  operations  of the
Company.

The Company's  plan to resolve the Year 2000 Issue  involves the following  four
phases:  assessment,  remediation,  testing,  and  implementation.  To date, the
Company  has  fully  completed  its  assessment  of all  systems  that  could be
significantly affected by the Year 2000. The completed assessment indicated that
certain of the Company's  significant  information  technology  systems could be
affected,   particularly  the  network  computing  platform's  operating  system
software,  certain spreadsheet  applications and the Company's proprietary Hedge
Fund Research database software.

To date the Company has completed  approximately 50% of the remediation phase of
its information  technology and expects to complete  software  reprogramming and
replacement  no later than June 30,  1999.  Once  software  is  reprogrammed  or
replaced for a system,  the Company  begins  testing and  implementation.  These
phases  run  concurrently  for  different  systems.  To date,  the  Company  has
completed  approximately  75% of its  testing  and  has  implemented  50% of its
remediated systems.  Completion of the testing phase for all significant systems
is expected by June 30, 1999,  with 100%  completion  targeted for September 30,
1999.

In the event that the Company  does not complete  any  additional  phases of the
remediation  process, the Company would be able to provide the minimum necessary
level of alternative  investment  research  information which is critical to its
consulting  services,  and it would be able to process the  relevant  accounting
transactions manually.

The Company has queried its important  suppliers and subcontractors  that do not
share  information  systems with the Company  (external  agents) about that Year
2000 compliance and continues to monitor their  compliance.  To date, the Compan
is not aware of any external agent Year 2000 issue that would  materially  impac
the Company's results of operations,  liquidity,  or capital resources.  However
the  Company  has no means of ensuring  that  external  agents will be Year 2000
ready.  The inability of external  agents to complete their Year 2000 resolution
process in a timely  fashion  could have a material  impact on the Company.  The
effect of non-compliance by external agents is not determinable.

In  addition,  disruptions  in the economy  generally  resulting  from Year 2000
Issues  could also  materially  adversely  affect the  Company.  In  particular,
unexpected  volatilities  within the investment  industry could 


                              15

<PAGE>

adversely  impact  the  Company's  revenues  as a  significant  portion  of  the
Company's  revenues  are based  solely  upon the net asset  value of funds under
management.  The amount of potential lost revenue cannot be reasonably estimated
at this time.

The Company  will utilize both  internal  and external  resources to  reprogram,
replace,  test and implement the software and operating  equipment for Year 2000
modifications.  The total cost of the Year 2000 project is estimated at $500,000
and is being  funded  through  operating  cash flows.  To date,  the Company has
incurred  approximately  $130,000,  which is capitalized for the new systems and
equipment. Of the total remaining project costs,  approximately $230,000 will be
attributable  to the  purchase  of new  software  and  hardware,  which  will be
capitalized.  The remaining  $140,000  relates to consulting  fees which will be
expensed as incurred.

Management  believes  it has an  effective  program in place to resolve the Year
2000 issue in a timely manner. As noted above, the Company has not completed all
necessary  phases of its Year 2000  program,  but expects to be completed in the
third quarter of 1999. The Company has  contingency  plans for certain  critical
applications and is working on such plans for others.  These  contingency  plans
involve,   among  other  things,   manual  workarounds  and  adjusting  staffing
strategies.

Certain  statements  in this  Management's  Discussion  and Analysis  constitute
"forward  looking  statements"  within  the  meaning of the  Private  Securities
Litigation Reform Act of 1995. Such forward looking statements involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance, or achievements of the Company to be materially different
from any future results,  performance,  or achievements  expressed or implied by
such forward looking statements.  These forward looking statements were based on
various factors and were derived utilizing  numerous  important  assumptions and
other factors that could cause actual results to differ materially from those in
the forward looking statements, including, but not limited to: uncertainty as to
the Company's  future  profitability  and the  Company's  ability to develop and
implement   operational   and  financial   systems  to  manage  rapidly  growing
operations,  competition in the Company's existing and potential future lines of
business,  and other factors. Other factors and assumptions not identified above
were also involved in the derivation of these forward  looking  statements,  and
the failure of such other assumptions to be realized,  as well as other factors,
may also cause actual results to differ  materially  from those  projected.  The
Company  assumes no  obligation to update these  forward  looking  statements to
reflect  actual  results,  changes in  assumptions  or changes in other  factors
affecting such forward looking statements.


                                          16
<PAGE>




                               PART II - OTHER INFORMATION

Item I.  Legal Proceedings

Payroll  Express.  In 1991, the Company engaged KPM, Inc. d/b/a/ Payroll Express
("Payroll  Express") to perform  certain  data  processing  services,  including
preparing  Forms 941 and filing them with Internal  Revenue  Service ("IRS") and
paying payroll and other taxes on behalf of the Company.  The Company terminated
its  relationship  with Payroll  Express  upon being  informed by the Chapter 11
Trustee for Payroll  Express that the Company had suffered a potential loss as a
result of a fraudulent  scheme  undertaken by Payroll Express and its principal,
David S. Kast, It appears that Payroll  Express failed to make certain  payments
to the IRS on the Company's behalf and falsely and  fraudulently  misrepresented
to the  Company  the dollar  amount of taxes  actually  paid to the IRS. It also
appears that a substantial portion of these funds  (approximately  $400,000) was
wrongfully  appropriated  by Payroll Express and Kast. This theft has created an
additional  federal tax  liability for the Company in the amount of $307,500 for
the years 1995 and 1996.  These sums do not include  interest or penalties since
the Company has been informed by the IRS that,  based upon its initial review of
this matter, interest and penalties may not be assessed.

     The Company is cooperating  with the  authorities  in its ongoing  criminal
investigation  of Payroll Express and Kast and has filed a Proof of Claim in the
Payroll Express bankruptcy  proceeding.  The Company also believes that, subject
to a $50,000 deductible, its losses are covered by a fidelity bond issued by the
Gulf Insurance Group ("Gulf"). A Proof of Loss seeking recovery of the Company's
losses and  reimbursement for professional fees incurred in connection with this
matter has been filed with Gulf  which is in the  process of  investigating  the
Company's  claim.  The Company is not aware of any reason for denial of coverage
by Gulf.

Vasu.  The  Company is being sued by a former  employee  for  alleged  breach of
contract and  defamation.  The Company  believes that the suit is without merit;
however,  should the plaintiff  prevail,  the Company believes that it is likely
that the damages will not be material to the  Company's  consolidated  financial
condition or results of operations.

Item 6.           Exhibits and Reports on Form 8-K

There were no reports on Form 8-K filed during the quarter ended March 31, 1999.

Signature

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.


                                            Tremont Advisers, Inc.


Date: May 13, 1999                           /s/ Stephen T. Clayton
                                            -------------------
                                            Stephen T. Clayton
                                            Chief Financial Officer
                                            (Duly authorized Officer and
                                            Principal Financial and Accounting
                                            Officer)


                                   17
<PAGE>