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:  June 30, 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
(State or other jurisdiction                     06-1210532
 or incorporation or organization)   (I.R.S. Employer Identification No)

                       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 by 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 July 30, 1999 was 1,596,145,  and the
number of shares outstanding of the Registrant's Class B Common Stock, $0.01 par
value as of the close of business on July 30, 1999, was 4,006,878 as of the same
date.  Shares  outstanding  have  been  restated  to  reflect  the  impact  of a
five-for-four  stock split payable on August 16, 1999 to  shareholders of record
on July 30, 1999.


<PAGE>


                                                       INDEX

                             Tremont Advisers, Inc.

                         PART I - FINANCIAL INFORMATION
<TABLE>
<S>                                                                                                      <C>
Item 1.  Financial Statements. (Unaudited)                                                                Page

    Condensed Consolidated Balance Sheets - June 30, 1999 (unaudited)
       and December 31, 1998 (audited)                                                                      1

    Condensed Consolidated Statements of Income -
       six and three months ended June 30, 1999 and 1998                                                    2

    Condensed Consolidated Statement of Shareholders' Equity -
       six months ended June 30, 1999                                                                       3

    Condensed Consolidated Statements of Cash Flows -
       six months ended June 30, 1999 and 1998                                                              4

    Notes to Condensed Consolidated Financial Statements                                                    6


Item 2.  Management's Discussion and Analysis                                                              12



PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                 17

Item 4.  Submission of Matters to a Vote of Security Holders                                               17

Item 6.  Exhibits and Reports on Form 8-K                                                                  18

Signature                                                                                                  18

Exhibit 27 - Financial Data Schedule                                                                       19

</TABLE>

<PAGE>




                                             PART I - FINANCIAL INFORMATION

                                             Item 1.  Financial Statements.

                                                 Tremont Advisers, Inc.

                                          Condensed Consolidated Balance Sheets
<TABLE>
<S>                                                         <C>                                   <C>

                                                                             June 30, 1999         December 31, 1998
                                                                               (Unaudited)                 (Audited)
                                                             --------------------------------------------------------
Assets
Current Assets
  Cash and cash equivalents                                                   $  2,557,600                $1,893,800
  Accounts receivable, net                                                       2,733,500                 2,111,600
  Income taxes receivable                                                                -                    82,800
  Prepaid expenses and other assets                                                335,100                   327,900
                                                             --------------------------------------------------------
Total current assets                                                             5,626,200                 4,416,100

Investments in limited partnerships (cost $2,359,600 and $1,428,600)             3,191,300                 2,034,700
Other investments (cost $719,900 and $469,900)                                     447,200                   200,300

Fixed assets, net                                                                  636,600                   449,700
Goodwill, net                                                                    2,108,900                         -
Other assets                                                                        30,000                   192,900
                                                             --------------------------------------------------------
Total assets                                                                   $12,040,200              $  7,293,700
                                                             ========================================================

Liabilities and shareholders' equity
Current liabilities
  Accounts payable                                                                $152,000                $  283,300
  Accrued expenses                                                               1,818,200                 1,111,200
  Income taxes payable                                                              95,000                         -
  Deferred income taxes payable                                                     35,000                    29,000
  Deferred revenue                                                                 718,000                         -
                                                             --------------------------------------------------------
Total current liabilities                                                        2,818,200                 1,423,500

Deferred income taxes payable                                                      792,300                   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, 1,596,145 and 1,605,898 shares issued and outstanding                 16,000                    12,800
  Class B Common Stock, $0.01 par value, 10,000,000 shares
  authorized, 4,006,878 and 3,674,505 shares issued and outstanding                 40,100                    29,400
Additional paid in capital                                                       6,973,100                 5,106,900
Retained earnings                                                                1,373,500                   167,000
Cumulative foreign currency translation adjustment                                  27,000                   (5,300)
                                                             --------------------------------------------------------
Total shareholders' equity                                                       8,429,700                 5,310,800
                                                             --------------------------------------------------------
Total liabilities and shareholders' equity                                     $12,040,200              $  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


<TABLE>
<S>                                     <C>                      <C>              <C>                 <C>
                                                        Six Months Ended                       Three Months Ended

                                                 June 30                              June 30
                                                  1999                1998              1999              1998
                                         -----------------------------------------------------------------------------

Revenues
Consulting fees                                      $6,997,700     $  4,336,100       $  3,770,600      $  2,335,400
Performance fees                                        130,800          316,500             80,500           280,600
Commissions                                             247,100          218,200            146,700            97,800
                                         -----------------------------------------------------------------------------
Total revenues                                        7,375,600        4,870,800          3,997,800         2,713,800

Expenses
Compensation                                          2,745,700        1,793,400          1,482,800           936,100
General and administrative                            1,706,800        1,155,600            898,300           609,100
Consulting                                              785,900          660,900            412,900           344,900
Depreciation                                            114,100           82,500             62,900            42,000
Amortization of intangibles                             407,200                -            296,300                 -
                                         -----------------------------------------------------------------------------
Total expenses                                        5,759,700        3,692,400          3,153,200         1,932,100

Equity in earnings of limited partnerships              225,600          151,500            123,700            73,900
Income (loss) from operations of joint ventures         (3,100)        (135,100)              5,000         (108,300)
Other income, net                                        23,500           15,700             12,900             7,600
                                         -----------------------------------------------------------------------------

Income before income taxes                            1,861,900        1,210,500            986,200           754,900
Provision for income taxes                              655,400          409,200            365,300           222,400
                                         -----------------------------------------------------------------------------
Net income                                          $ 1,206,500         $801,300           $620,900          $532,500
                                         =============================================================================

Net income per common share                             $  0.22           $ 0.16              $0.11           $  0.10
                                         =============================================================================

Net income per common share - assuming dilution           $0.21           $ 0.15            $  0.10           $  0.10
                                         =============================================================================

See accompaning notes

</TABLE>

                                        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                                     -                 -                  -        1,206,500       1,206,500

Foreign currency translation
  adjustment                                   -                 -                  -                -          32,300
                              -----------------------------------------------------------------------------------------

Comprehensive Income                                                                                         1,238,800

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
  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

Conversion of Class A Common Stock
  to Class B Common Stock (7,802 shares)       -                 -                  -                -               -

5 for 4 Stock Split                        3,200             8,100           (11,300)                -               -
  (319,229 Class A Shares)
  (801,376 Class B Shares)

                              -----------------------------------------------------------------------------------------
Balance at June 30, 1999                 $16,000           $40,100       $  6,973,100       $1,373,500     $ 8,429,700
                              =========================================================================================
</TABLE>
See accompanying notes.

                                             3

<PAGE>


                                              Tremont Advisers, Inc.

                                Condensed Consolidated Statements of Cash Flows
                                                     Unaudited
<TABLE>
<S>                                                                    <C>                         <C>
                                                                                      Six Months Ended
                                                                                        June 30
                                                                                 1999                1998
                                                                        -------------------------------------------
Operating Activities
Net income                                                                  $       1,206,500   $          801,300
Adjustments to reconcile net income
  to cash provided (used) by operating activities:
  Depreciation                                                                        114,100               82,500
  Amortization of intangibles                                                         407,200                    -
  Equity in earnings of limited partnerships                                        (225,600)            (151,500)
  Loss from other investments                                                           3,100              142,400
  Deferred income taxes payable                                                       238,900               70,100
  Foreign currency translation adjustment                                              32,300                    -
Changes in operating assets and liabilities:
    Accounts receivable, net                                                        (437,400)            (485,100)
    Receivable from officer                                                                 -              200,000
    Accounts payable                                                                (170,500)             (12,700)
    Accrued expenses                                                                (183,100)            (282,500)
    Deferred revenue                                                                 (75,600)                    -
    Income taxes, net                                                                 177,800               16,700
    Other assets                                                                      162,900                    -
    Prepaid expenses and other                                                        260,600               15,000
                                                                        -------------------------------------------
Net cash provided  by operating activities                                          1,511,200              396,200

Investing activities
Purchase of fixed assets                                                            (219,900)             (46,200)
Investments in limited partnerships                                                 (931,000)            (105,000)
Cash acquired from acquisition of TASS                                                102,000                    -
Investments in joint ventures                                                       (250,000)            (161,000)
                                                                        -------------------------------------------
Net cash used by investing activities                                             (1,298,900)            (312,200)

Financing activities
Proceeds from issuance of Class B Common Stock                                        357,200                    -
Exercise of Class B Common Stock options                                               75,000                9,400
Tax benefit from exercise of stock options                                             19,300                    -
                                                                        -------------------------------------------
Net cash provided by financing activities                                             451,500                9,400

Net increase in cash and cash equivalents                                             663,800               93,400
Cash and cash equivalents at beginning of period                                    1,893,800              820,800
                                                                        -------------------------------------------
Cash and cash equivalents at end of period                                   $      2,557,600   $          914,200
                                                                        ===========================================
</TABLE>
See accompanying notes.

                                        4

<PAGE>


                                            Tremont Advisers, Inc.

                         Condensed Consolidated Statements of Cash Flows (con't)
                                                   Unaudited

<TABLE>
<S>                                                                        <C>                     <C>
Supplemental disclosures of cash flow information:

                                                                                     Six Months Ended
                                                                                          June 30
                                                                                 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 acquisition 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 six and three months ended June 30, 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.

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 is included in prepaid expenses and
other 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 common shares outstanding that would result
from the assumed  exercise of outstanding  stock options,  calculated  using the
treasury  stock  method.  All per  share and  share  outstanding  data have been
restated to reflect the impact of a five-for-four stock split (see Note I).

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  federal and state taxes
currently,  payable  after  reduction  for  undistributed  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 - Prepaid Expense and Other Assets

<TABLE>
<S>                                              <C>                          <C>
                                                       June 30, 1999                   December 31, 1998
                                                 --------------------------   -----------------------------------
                                                        (Unaudited)                        (Audited)
Current:
  Customer contracts                               $               227,000          $                      -
  Insurance receivable                                                   -                           257,500
  Prepaid expenses                                                  86,100                            70,400
  Other                                                             22,000                                 -
                                                 --------------------------   -----------------------------------
                                                   $               335,100          $                327,900
                                                 ==========================   ===================================

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


</TABLE>

NOTE C - Investments in Limited Partnerships

At June 30,  1999 and  December  31,  1998,  Tremont  Partners,  Inc.'s  ("TPI")
investment  in American  Masters  Broad Market Fund,  L.P.,  (formerly The Broad
Market  Fund,  L.P.)  was  $895,100  and  $807,200  representing  .37% and .43%,
respectively, of the fund's net assets. Summarized financial information of such
fund is as follows:

<TABLE>
<S>                                  <C>                             <C>
                                             June 30, 1999                December 31, 1998
                                      ---------------------------    ----------------------------
                                              (Unaudited)                     (Audited)

Total assets                                 $       242,802,800            $        198,415,000
Total liabilities                                        426,700                      10,725,000

                                                               Six months ended
                                                                     June 30
                                                 1999                            1998
                                      -----------------------------------------------------------
                                              (Unaudited)                     (Unaudited)

Net investment income (loss)              $            (459,300)          $            1,472,100
Net realized and unrealized
  gain on investments                                 22,613,000                      13,023,500
                                      ---------------------------    ----------------------------
Net income                                  $         22,153,700           $          14,495,600
                                      ===========================    ============================

</TABLE>


At June 30, 1999,  investments in Meridian  Horizon Fund, L.P.,  GamTree,  L.P.,
American  Masters  Broad Market Prime Fund,  L.P.,  (formerly,  The Broad Market
Prime Fund,  L.P.) and American Masters Market Neutral Fund, L.P. were $424,400,
$193,900,  $513,300 and $640,700,  respectively.  In addition, TIMI launched the
Tremont Masters Fund effective  February 1, 1999, and invested $500,000 therein.
At June 30, 1999,  TIMI's  investment in Tremont  Masters Fund was $523,900.  At
December 31, 1998,  investments in Meridian Horizon Fund, L.P.,  Gamtree,  L.P.,
American  Masters  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:

                                   7

<PAGE>

<TABLE>
<S>                                     <C>                         <C>
                                             June 30, 1999               December 31, 1998
                                        -----------------------     ----------------------------
                                              (Unaudited)                    (Audited)

Total assets                                     $ 562,238,500             $        483,231,000
Total liabilities                                  102,659,600                       86,305,000

                                                                 Six months ended
                                                                     June 30
                                                 1999                           1998
                                        --------------------------------------------------------
                                              (Unaudited)                    (Unaudited)

Net investment loss                           $    (2,645,700)           $          (3,285,000)
Net realized and unrealized
  gain on investments                               55,611,900                       35,312,600
                                        -----------------------     ----------------------------
Net income                                      $   52,966,200            $          32,027,600
                                        =======================     ============================




NOTE D - Accrued Expenses

                         Accrued expenses consist of the following:

                                                June 30, 1999                December 31, 1998
                                         ---------------------------    ----------------------------
                                                 (Unaudited)                     (Audited)

Professional and consulting fees             $              669,400         $               579,300
Compensation                                                691,000                         300,000
Short-term notes payable                                    245,800                          39,800
Employee benefit plan                                        60,900                         110,000
Printing and graphics                                        43,400                          37,500
Other                                                       107,700                          44,600
                                                                        ----------------------------
                                         ---------------------------
                                              $           1,818,200          $            1,111,200
                                         ===========================    ============================

</TABLE>

NOTE E - Stock Options

During the six months ended June 30, 1999,  certain  directors  and an executive
officer  exercised  options to purchase an aggregate of 18,750 and 6,250 shares,
respectively of the Company's Class B Common Stock at $3.00 per share. A summary
of the Company's  stock option activity for six months ended June 30, 1999 is as
follows:

Outstanding-beginning of period:                                     378,208
Granted                                                              344,315
Exercised                                                           (25,000)
Lapsed                                                                     -
                                                           ------------------
Outstanding-end of period                                            697,523
                                                           ==================

Exercisable at end of period                                         521,238
                                                           ==================


Nicola Meaden,  Chief  Executive  Officer of TASS  Investment  Research  Limited
("TASS"), was granted two types of options (the "Group I Options" and the "Group

                                        8

<PAGE>

II Options") to purchase  184,309 and 31,055  shares,  respectively,  of Class B
Common Stock. Additionally,  Laurence Huntington Taylor II, a Principal of TASS,
was  granted  97,509  Group I Options and 16,443  Group II Options.  The Group I
Options and Group II Options are  exercisable  at $6.40 per share and $12.00 per
share,  respectively.  Sixty percent of the Group I Options  became  exercisable
effective March 11, 1999, the balance will 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 15,000 shares of Class B Common Stock at
$12.00 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: 33.3% on the date of the agreement,  33.3% on the first anniversary of
the agreement and 33.4% on the second anniversary of the agreement.

NOTE F - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings
per share:

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

                                                      Six months ended                  Three months ended

                                                          June 30                              June 30
                                                 1999              1998              1999              1998
                                          ------------------------------------------------------------------------
Numerator:
  Net Income- numerator
  for basic and dilutive earnings
  per share (income available
  to shareholders)                               $1,206,500         $  801,300          $620,900       $  532,500

Denominator:
  Denominator for basic earnings
  per share - weighted -
  average shares                                  5,478,938          5,109,401         5,603,023        5,110,279

Effect of dilutive securities:

  Employee stock options                            306,037            300,347           334,532          341,703
                                          ------------------------------------------------------------------------

  Denominator for diluted
  earnings per share - adjusted
  weighted-average shares
  and assumed conversions                         5,784,975          5,409,748         5,937,555        5,451,982
                                          ========================================================================

Basic earnings per share                             $ 0.22              $0.16           $  0.11           $ 0.10
                                          ========================================================================

Diluted earnings per share                          $  0.21              $0.15            $ 0.10           $ 0.10
                                          ========================================================================

</TABLE>

NOTE G - 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,

                                   9

<PAGE>

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.


NOTE H - 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>
<S>                                          <C>                <C>               <C>                  <C>
                                                      Six months ended                  Three months ended

                                                           June 30                            June 30
                                                   1999               1998             1999                1998
                                            ---------------------------------------------------------------------------
                                                (Unaudited)         (Unaudited)     (Unaudited)         (Unaudited)
Revenues

Proprietary investment funds
  Asset-based fees                                  $3,664,600       $ 2,017,900     $  1,903,400         $  1,088,500
                                            ------------------- ----------------------------------  -------------------
Total revenue from proprietary
  investment funds                                   3,664,600         2,017,900        1,903,400            1,088,500

Consulting clients
  Asset-based fees                                   1,879,300         1,765,900          962,500              937,800
  Performance-based fees                               130,800           316,500           80,500              280,600
  Annual retainer and special project fees             624,200           433,100          305,000              247,200
  Administration fees                                  181,500           119,200           94,900               61,900
  Information data services                            648,100                 -          504,800                    -
                                            ------------------- ----------------------------------  -------------------
                                                     3,463,900         2,634,700        1,947,700            1,527,500
Other revenue (1)                                      247,100           218,200          146,700               97,800
                                            ------------------- ----------------------------------  -------------------

Total consolidated revenues                         $7,375,600        $4,870,800      $ 3,997,800         $  2,713,800
                                            =================== ==================================  ===================

</TABLE>

(1) Other revenue  consists of  commissions  earned  through TSI (the  Company's
    wholly-owned introducing broker/dealer).


                                        10

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

                                                           Revenues (a)                          Revenues (a)
                                                         Six months ended                    Three months ended
                                                              June 30                              June 30
                                                     1999               1998               1999               1998
                                              -------------------------------------  ------------------------------------
                                                  (Unaudited)      (Unaudited)        (Unaudited)          (Unaudited)

United States                                        $ 4,496,200      $  3,240,800       $ 2,372,300          $1,736,400
Bermuda                                                2,231,300         1,630,000         1,120,700             977,400
Canada                                                         -                 -                 -                   -
United Kingdom                                           648,100                 -           504,800                   -
                                              ------------------- -----------------  ----------------  ------------------
Consolidated Total                                   $ 7,375,600      $  4,870,800       $ 3,997,800          $2,713,800
                                              =================== =================  ================  ==================

</TABLE>

(a) Revenues  attributed  to countries  based on the location of the  subsidiary
performing the services.

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 six and three months  ended June 30, 1999 and 1998,  American
Masters Broad Market Fund, L.P.  accounted for approximately  13.6% versus 15.0%
and 13.1% versus 13.8%, respectively, of consolidated revenues. In addition, for
the six and three months ended June 30, 1999 and 1998,  American  Masters  Broad
Market Prime Fund, L.P. accounted for approximately 17.4% versus 13.7% and 17.0%
versus 14.0%, respectively, of consolidated revenues.

Note I - Subsequent Events

On July 15, 1999, the Board of Directors  approved a  five-for-four  stock split
(with no change in par  value) on both the  Company's  Class A Common  Stock and
Class B Common Stock. To reflect the split,  which is payable to stockholders of
record on July 30,  1999,  Class A Common  Stock  and  Class B Common  Stock was
increased and  additional  paid in capital was decreased by $3,200,  and $8,100,
respectively.  All per share and shares  outstanding  data have been restated to
reflect the impact of the split.

At June 30,  1999,  the  Company  had  options to  purchase  80,000  shares of a
nonpublic  registered  investment  advisor  specializing  in  401(k)  investment
allocation  advice  over the  internet.  The options  were  granted at $1.00 per
share,  as adjusted for a stock split,  and are fully vested.  At June 30, 1999,
the options were valued at zero by the Company. The Company exercised its option
on July 1, 1999 and purchased the 80,000 shares of stock for $80,000.

                                        11

<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 its  subsidiary,  Tremont
(Bermuda)  Limited  ("TBL"),  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.  With  the  purchase  of TASS
Investment  Research  Limited  ("TASS") on March 11, 1999,  the Company also has
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  take  advantage  of  its  growing  world-wide
relationships to expand its operations.

Consulting  fees  earned for the six months  ended June 30,  1999  increased  by
$2,661,600,  or 61.4%, from $4,336,100 for the six months ended June 30, 1998 to
$6,997,700  for the six months ended June 30, 1999. At the  Company's  principal
domestic subsidiary,  Tremont Partners, Inc. ("TPI"),  consulting fees increased
from  $2,932,600  for  the six  months  ended  June  30,  1998 to  approximately
$4,176,900  for the six months ended June 30, 1999.  This increase was primarily
due to increases in revenues  resulting from increased  assets under  management
from the following related  entities:  American Masters Broad Market Prime Fund,
L.P.  ($617,200  increase),  American Masters Broad Market Fund, L.P.  ($273,000
increase) and the DaimlerChrysler  Minority Equity Trust ($178,700 increase). At
TBL, consulting fees increased from $1,351,200 for the six months ended June 30,
1998 to  approximately  $2,100,500 for the six months ended June 30, 1999.  This
increase was  primarily  due to an increase in revenues as a result of increased
assets  under  management  from  Kingate  Global  Fund Class B Shares  ($648,300
increase),  and  increases  in assets  within the  investment  vehicles of other
clients.  Additionally,  $668,000 of the increase was primarily from TASS's sale
of electronic database information,  as well as placement agent fees received by
the Company's  wholly-owned broker dealer subsidiary,  Tremont Securities,  Inc.
("TSI").

Consulting  fees for the  Company  for the  three  months  ended  June 30,  1999
increased by $1,435,200, or approximately 61.5%, as compared to the three months
ended June 30, 1998.  The  increase was due to increases in the assets  managed,
increases in the value of the assets within the respective  investment  vehicles
and a larger client base.  TPI's  consulting  fees increased from $1,556,800 for
the three months ended June 30, 1998 to  approximately  $2,183,500 for the three
months  ended June 30,  1999.  The  increase is  primarily  due to  increases in
revenues  from  American  Masters  Broad  Market  Prime  Fund,  L.P.   ($299,000
increase),  American Masters Broad Market Fund, L.P. ($149,500 increase) and the
DaimlerChrysler Minority Equity Trust ($79,000 increase).  TBL's consulting fees
increased from $734,500 for the three months ended June 30 1998 to approximately
$1,040,300   for  the  three  months  ended  June  30,  1999.  The  increase  is
attributable  to  increased  revenues  from  Kingate  Global Fund Class B Shares
($336,500 increase). Additionally,  $502,700 of the increase was from TASS' sale
of electronic database information, offset by a decrease in placement agent fees
from TSI.

Performance  fees for the six and three months ended June 30, 1999  decreased by
$185,700, or 58.7%, and $200,100, or 71.3%, respectively, as compared to the six
and  three  months  ended  June 30,  1998  primarily  because  certain  clients'
underlying   investment  vehicles  did  not  obtain  and/or  outperform  certain
pre-established benchmarks.

Commissions received by TSI increased by $28,900, or 13.2%, and $48,900, or 50%,
respectively,  for the six and three  months  ended June 30,  1999  compared  to
similar  periods  in 1998,  primarily  as a result of the mix of money  managers
executing trades and increased trading by TSI's clients.


                                   12

<PAGE>

Management  expects that during the  remainder of 1999 the Company will continue
to develop  relationships  with  additional  potential  clients and will utilize
these  relationships  to create  diversified  ways to package and distribute its
proprietary products. For instance, the Company has entered into a joint venture
with Credit  Suisse  First Boston to form a series of  benchmarks  for the hedge
fund  industry and to start a line of  investable  indexed  products.  The joint
venture will be called  Credit  Suisse First Boston  Tremont Index LLC. The CFSB
Tremont Hedge FUnd Index,  a  capital-weighted  master index,  anticipated to be
launched  during  the fourt  quarter  of 1999,  followed  by a series of capital
weighted  sub-indices based on various  investment  strategies and styles. It is
also  anticipated  that the joint venture will launch  investable index products
during 2000. 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 six and three months ended June 30, 1999
by $952,300,  or 53.1%,  and $546,700 or 58.4%,  respectively as compared to the
six and  three  months  ended  June  30,  1998,  as a  result  of the  Company's
acquisition of TASS, and the Company's  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 June 30, 1998 to 51 at June
30,  1999.  Compensation  expense also  increased  due to salary  increases  for
certain employees that became effective January 1, 1999 and the increased health
care costs arising from the increased number of employees.

General   and    administrative    expenses    consist    primarily   of   rent,
telecommunications,  travel  and  entertainment,  professional  fees  and  other
related  expenses.  General and  administrative  expenses  for the six and three
months ended June 30, 1999  increased by $551,200,  or 47.7%,  and $289,200,  or
47.5%, respectively as compared to the six and three months ended June 30, 1998.
This increase was primarily  due to the  acquisition  of TASS on March 11, 1999,
increased   professional  fees  associated  with  the  Payroll  Express  Company
bankruptcy  investigation and costs related to the Company's continued expansion
to service its growth,  including the expansion of its office space in September
1998.

Consulting  expenses  increased  $125,000,  or  18.9%,  and  $68,000,  or 19.7%,
respectively for the six and three months ended June 30, 1999 as compared to the
six and three months ended June 30, 1998,  primarily as a result of the increase
in revenues from the clients that  participate in revenue sharing  arrangements.
For example,  TPI and TBL have revenue sharing  arrangements  with other parties
relating to certain clients.

Equity  earnings from limited  partnerships  increased  $74,100,  or 48.9%,  and
$49,800, or 67.4%, respectively for the six and three months ended June 30, 1999
as  compared to the six and three  months  ended June 30,  1998,  as a result of
increased  performance and a greater asset base due to increased  investments by
the Company.

The change in loss from operations of joint ventures,  net for the six and three
months  ended  June 30,  1999,  primarily  represents  significant  losses  of a
twenty-five  percent  owned  joint  venture  operation   incurring   significant
operating  costs during 1998.  The Company  closed this joint venture  effective
December 31, 1998.

Amortization of intangibles increased  approximately $407,200 for the six months
ended June 30, 1999 as compared to the six months ended June 30,  1998,  because
of the TASS acquisition.

Profitability is dependent on the Company's  ability 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.

On March 11, 1999, the Company acquired all of the outstanding ordinary (common)
shares of TASS, a London,  England - based company  specializing  in the sale of
electronic  database  information.  The Company issued  238,096 shares  (190,477
shares pre-split) of its Class B Common Stock at $6.00 per share in exchange for
the TASS common shares,  of which 80,212 shares (64,170 shares  pre-split)  were
received by Nicola Meaden,  the founder and chief executive officer of TASS. The
transaction  has been  accounted  for using the purchase  method of  accounting.

                                        13

<PAGE>

Accordingly,  the  excess  of cost  over the  fair  market  value of net  assets
acquired  (approximately  $2.2  million) is being  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
for the period from acquisition through June 30, 1999 were $648,100 and expenses
totaled  $784,100,  resulting in a loss before taxes of $136,000.  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.

Cash provided by  operations  was  $1,511,200  for the six months ended June 30,
1999 as compared to cash  provided by  operations of $396,200 for the six months
ended June 30 1998.  Cash provided by operating  activities  primarily  resulted
profitable  operations,  decreases  in  prepaid  expenses  and other  assets and
increased taxes payable partially offset by increases in accounts receivable and
decreases  in  accounts  payable and accrued  expenses,  net of the  liabilities
acquired in the TASS  acquisition.  These positive changes in cash flow, as well
as the  issuances of Common  Stock  ($451,500)  , were  substantially  offset by
investing activities of $1,298,900,  and cash and cash equivalents  increased by
$663,800 for the six months ended June 30, 1999.

On July 15, 1999,  the  Company's  Board of Directors  approved a  five-for-four
stock split (with no change in par value) on both its outstanding Class A Common
Stock and its Class B Common Stock,  payable to  stockholders  of record on July
30,  1999.  To  reflect  the  split,  Class A Common  Stock  was  increased  and
additional  paid in capital was decreased by $3,200 and Class B Common Stock was
increased and additional paid in capital was decreased by $8,100.  All per share
and shares  outstanding  data have been  restated  to reflect  the impact of the
split.

At June 30,  1999,  the  Company  had  options to  purchase  80,000  shares of a
nonpublic  registered  investment  advisor  specializing  in  401(k)  investment
allocation  advice  over the  internet.  The options  were  granted at $1.00 per
share,  as adjusted for a stock split,  and are fully vested.  At June 30, 1999,
the options were valued at zero by the Company. The Company exercised its option
on July 1, 1999 and purchased 80,000 shares of stock for $80,000.

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

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 them and existing product, 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  of  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

                                   14

<PAGE>

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 on 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 75% of the remediation phase for
its information  technology and expects to complete  software  reprogramming and
replacement no later than September 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  75% of its
remediated systems.  Completion of the testing phase for all significant systems
is expected by September 30, 1999,  with 100%  completion  targeted for December
15, 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 Year 2000
compliance  and continues to monitor their  compliance.  To date, the Company is
not aware of any external agent Year 2000 Issue that would materially impact 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 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 is utilizing  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 $550,000
and is being  funded  through  operating  cash flows.  To date,  the Company has
incurred  approximately  $289,900,  which is capitalized for the new systems and
equipment. Of the total remaining project costs,  approximately $100,000 will be
attributable  to the purchase of new software and  hardware,  which will also be
capitalized.  The remaining  $160,100 relates to consulting fees which are being
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
forth 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.


                                   15

<PAGE>

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 1.  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 has received funds from its insurance carrier as reimbursement for a
substantial  portion of the above  federal  tax  liability.  The Company is also
cooperating  with the  authorities in their ongoing  criminal  investigation  of
Payroll  Express and Kast, and has filed a Proof of Claim in the Payroll Express
bankruptcy proceeding.

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 4.  Submission of Matters to a Vote of Security Holders

At the  Company's  Annual  Meeting of  Stockholders  held on June 10, 1999,  the
stockholders  elected the following to serve as directors  until the next Annual
Meeting  of  Stockholders  and  until  their  successors  are duly  elected  and
qualified.

<TABLE>
<S>                                                    <C>                             <C>               <C>
                                                                  For                   Against
                  Sandra L. Manzke                            7,502,835                  45,890
                  Robert I. Schulman                          7,502,835                  45,890
                  John L. Keeley, Jr.                         7,502,835                  45,890
                  Jimmy L. Thomas                             7,502,835                  45,890
                  Alan A. Rhein                               7,502,835                  45,890
                  Richard E. O'Brien                          7,502,835                  45,890
                  Nicola Meaden                               7,502,835                  45,890
                  Bruce Ruehl                                 7,480,055                  68,670

The  stockholders  also voted to ratify the  appointment of Ernst & Young LLP to
serve as the Company's  independent auditors for the fiscal year ending December
31, 1999. The vote was as follows:

                                                                For                      Against                  Abstain
                                                             7,546,600                    1,125                     1,000

                                   17


<PAGE>


The stockholders also voted to ratify the approval of the Tremont Advisers, Inc.
1998 Stock Option Plan. The vote was as follows:

                                                                For                      Against                 Abstain
                                                             7,463,333                   54,413                   30,980
</TABLE>

Item 6.           Exhibits and Reports on Form 8-K

There were no reports on Form 8-K filed during the quarter ended June 30, 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:  August 11, 1999                      /s/ Stephen T. Clayton
                                            Stephen T. Clayton
                                            Chief Financial Officer
                                            (Duly authorized Officer and
                                            Principal Financial and Accounting
                                            Officer)


                                             18