FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

              [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 0-24928

                          THE SOLOMON-PAGE GROUP LTD.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                DELAWARE                                  51-0353012
                --------                                  ----------
(State or other jurisdiction of incorporation           (I.R.S. Employer
or organization)                                        Identification No.)

1140 AVENUE OF THE AMERICAS, NEW YORK, NY                    10036
--------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code    (212) 403-6100

                                       N/A
--------------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since last
 report.)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                                 Yes /X/  No / /

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date:  At May 3, 1999,  there were
outstanding 4,478,982 shares of the Registrant's Common Stock, $.001 par value.

<PAGE>

THE SOLOMON-PAGE GROUP LTD.
--------------------------------------------------------------------------------

FORM 10-Q
QUARTERLY REPORT
FOR THE SIX MONTHS ENDED MARCH 31, 1999
--------------------------------------------------------------------------------

INDEX
--------------------------------------------------------------------------------


                          PART I: FINANCIAL INFORMATION

ITEM 1:      Financial Statements                                   PAGE NUMBER


Consolidated Balance Sheets as of March 31, 1999 [Unaudited]
and September 30, 1998                                                  1
Consolidated Statements of Operations for the three and six
months ended March 31, 1999 and 1998 [Unaudited]                        3
Consolidated Statements of Cash Flows for the six months
ended March 31, 1999 and 1998 [Unaudited]                               4
Notes to Consolidated Financial Statements [Unaudited]                  6


ITEM 2:      Management's Discussion and Analysis of
             Financial Condition and Results of Operations              7

ITEM 3:      Quantitative and Qualitative Disclosures About
             Market Risk.       Inapplicable

                           PART II: OTHER INFORMATION

ITEM 4:      Submission of Matters to a Vote of Security Holders       12

ITEM 6:      Exhibits and Reports on Form 8-K                          12

SIGNATURES                                                             13


<PAGE>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           THE SOLOMON-PAGE GROUP LTD.
                           CONSOLIDATED BALANCE SHEETS
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                         MARCH 31,                SEPTEMBER 30,
                                                           1999                       1998
                                                      --------------------  --------------------
                                                        (UNAUDITED)
ASSETS:
CURRENT ASSETS:
<S>                                                        <C>                    <C>    
  Cash and cash equivalents                                $   533                $   935
  Investments                                                  754                    603
  Accounts receivable, net                                  10,469                 10,161
  Other current assets                                         352                    246
                                                           -------                -------

 TOTAL CURRENT ASSETS                                       12,108                 11,945
                                                           -------                -------

 Property and equipment                                      3,749                  3,228
 Less: accumulated depreciation                              1,393                  1,113
                                                           -------                -------
 PROPERTY AND EQUIPMENT                                      2,356                  2,115
                                                           -------                -------

OTHER ASSETS:
  Investments                                                  792                  1,112
  Intangible assets, net of accumulated
    amortization of $252 and $195 respectively                 962                  1,019
  Deferred tax asset                                           242                    177
  Due from related parties                                     136                    136
  Security deposits                                            107                    128
  Restricted investment                                         34                     34
  Other assets                                                 104                     69
                                                           -------                -------

 TOTAL OTHER ASSETS                                          2,377                  2,675
                                                           -------                -------

 TOTAL ASSETS                                              $16,841                $16,735
                                                           =======                =======
</TABLE>


                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>

                           THE SOLOMON-PAGE GROUP LTD.
                           CONSOLIDATED BALANCE SHEETS
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                                    MARCH 31,          SEPTEMBER 30,
                                                                                                      1999                  1998
                                                                                             --------------------   ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY:                                                              (UNAUDITED)
CURRENT LIABILITIES:
<S>                                                                                                  <C>                <C>        
  Accrued payroll and commissions                                                                    $     3,164        $     3,498
  Accounts payable and accrued expenses                                                                    1,001                968
  Income taxes payable                                                                                       699                298
  Term loan payable                                                                                          500               --
  Line of credit                                                                                           1,839              3,100
  Deferred revenue                                                                                           466                131
  Other Current Liabilities                                                                                  247                156
                                                                                                     -----------        -----------

  TOTAL CURRENT LIABILITIES                                                                                7,916              8,151

  Term loan payable, net of current portion                                                                1,000               --
  Deferred credit                                                                                            592                545
                                                                                                     -----------        -----------

  TOTAL  LIABILITIES                                                                                       9,508              8,696
                                                                                                     -----------        -----------

COMMITMENTS AND CONTINGENCIES                                                                               --                 --

STOCKHOLDERS' EQUITY:
  Preferred stock - $.001 par value; 2,000,000
    shares authorized, none issued or outstanding                                                           --                 --

  Common stock - $.001 par value; 20,000,000 shares
    authorized, 5,162,282 shares issued and 4,541,082
    and 5,121,282 shares outstanding at March 31, 1999
    and September 30, 1998, respectively                                                                       5                  5

  Additional paid-in capital                                                                               7,426              7,426

  Accumulated other comprehensive income                                                                       1                 11

  Treasury stock at cost; 621,200 and 41,000 common shares
   at March 31, 1999 and September 30, 1998, respectively                                                 (1,312)               (80)

  Retained Earnings                                                                                        1,213                677
                                                                                                     -----------        -----------

  TOTAL STOCKHOLDERS' EQUITY                                                                               7,333              8,039
                                                                                                     -----------        -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                         $    16,841        $    16,735
                                                                                                     ===========        ===========
</TABLE>



                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>

                           THE SOLOMON-PAGE GROUP LTD.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (AMOUNTS IN THOUSANDS, EXCEPT FOR PER
                                 SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                               THREE MONTHS ENDED                      SIX MONTHS ENDED
                                                    MARCH 31,                              MARCH 31,

                                            1999                1998               1999               1998
                                            ----                ----               ----               ----

<S>                                        <C>                 <C>                 <C>                <C>     
REVENUE                                    $12,779             $11,278             $24,295            $ 21,491
                                       -----------         -----------         -----------        ------------

OPERATING EXPENSES:
   Selling Expenses                         10,164               8,986              19,561              16,725
   General and Administrative                1,710               1,717               3,322               3,348
   Depreciation and Amortization               172                 129                 337                 244
                                       -----------         -----------         -----------         -----------

  TOTAL OPERATING EXPENSES                  12,046              10,832              23,220              20,317
                                       -----------         -----------         -----------         -----------

 INCOME FROM OPERATIONS                        733                 446               1,075               1,174
                                       -----------         -----------         -----------         -----------

OTHER INCOME [EXPENSES]
  Interest and Dividend Income                  21                  37                  47                  64
  Interest Expense                             (87)                (48)               (163)                (64)
  Realized Gain on Investments                  (7)                 (1)                 (7)                  1
                                       -----------         -----------         -----------         -----------

  TOTAL OTHER INCOME [EXPENSES]                (73)                (12)               (123)                  1
                                       -----------         -----------         -----------         -----------

INCOME BEFORE INCOME TAX EXPENSE               660                 434                 952               1,175

INCOME TAX EXPENSE                             288                 198                 415                 533
                                       -----------         -----------         -----------         -----------

  NET INCOME                           $       372         $       236         $       537         $       642
                                       ===========         ===========         ===========         ===========

BASIC EARNINGS PER COMMON SHARE        $      0.08         $      0.05         $      0.11         $      0.13
                                       ===========         ===========         ===========         ===========
DILUTED EARNINGS PER COMMON SHARE      $      0.08         $      0.04         $      0.11         $      0.11
                                       ===========         ===========         ===========         ===========
BASIC WEIGHTED AVERAGE SHARES            4,607,036           5,129,285           4,750,289           5,129,285
                                       ===========         ===========         ===========         ===========
DILUTED WEIGHTED AVERAGE SHARES          4,893,878           5,969,147           4,993,393           6,052,669
                                       ===========         ===========         ===========         ===========
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       3
<PAGE>
                           THE SOLOMON-PAGE GROUP LTD.
                CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                          SIX MONTHS ENDED
                                                                                              MARCH 31,

                                                                                     1999                      1998
                                                                                     ----                      ----

OPERATING ACTIVITIES:
<S>                                                                                  <C>                        <C>  
  Net income                                                                         $ 537                      $ 642
                                                                                -----------       --------------------
  Adjustments to reconcile net income
   to net cash provided by [used for] operating activities:
    Depreciation and amortization                                                      337                        244
    Deferred credit                                                                     47                         80
    Provision for losses on accounts receivable                                          -                         31
    Net realized loss/(gain) on investments                                              9                         (1)
    Deferred taxes                                                                     (65)                         -

  Change in assets and liabilities:
  [Increase] decrease in:
    Accounts receivable                                                               (308)                    (1,817)
    Other  assets                                                                     (141)                      (369)
    Security deposits                                                                   21                          4

  Increase [decrease] in:
    Accounts payable, accrued expenses, accrued payroll
      and commissions                                                                 (302)                       444
    Income tax payable                                                                 401                        (60)
    Deferred revenue                                                                   335                          -
    Other  liabilities                                                                  91                       (305)
                                                                                -----------       --------------------

  Total Adjustments                                                                  $ 425                   $ (1,749)
                                                                                -----------       --------------------

NET CASH - OPERATING ACTIVITIES-
        FORWARD                                                                      $ 962                   $ (1,107)
                                                                                -----------       --------------------

INVESTING ACTIVITIES:
  Capital Expenditures                                                                (521)                      (552)
  Purchase of Investments                                                             (399)                      (450)
  Proceeds from Sales of Investments                                                   549                        949
   Received from Related Parties                                                         -                         15
                                                                                -----------       --------------------

NET CASH - INVESTING ACTIVITIES -
        FORWARD                                                                     $ (371)                     $ (38)
                                                                                -----------       --------------------
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       4
<PAGE>

                           THE SOLOMON-PAGE GROUP LTD.
                CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                          SIX MONTHS ENDED
                                                                                               MARCH 31,

                                                                                      1999                   1998
                                                                                      ----                   ----
NET CASH - OPERATING ACTIVITIES -
<S>                                                                                  <C>                     <C>      
           FORWARDED                                                                 $ 962                   $ (1,107)
                                                                                -----------               ------------

NET CASH - INVESTING ACTIVITIES -
           FORWARDED                                                                $ (371)                     $ (38)
                                                                                -----------               ------------

FINANCING ACTIVITIES:
   Borrowings Under the Line of Credit                                                 239                      2,400
  Purchase of Treasury Stock and Warrants                                           (1,232)                    (1,054)
                                                                                -----------               ------------
  NET CASH - FINANCING ACTIVITIES                                                   $ (993)                   $ 1,346
                                                                                -----------               ------------

  NET INCREASE [DECREASE] IN CASH AND CASH EQUIVALENTS                                (402)                       201

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIODS                                       935                        410
                                                                                -----------               ------------

  CASH AND CASH EQUIVALENTS - END OF PERIODS                                         $ 533                      $ 611
                                                                                ===========               ============

SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid during the periods for:
          Interest                                                                   $ 163                       $ 64
          Income Taxes                                                                  80                        616
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       5
<PAGE>


THE SOLOMON-PAGE GROUP LTD.
--------------------------------------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
--------------------------------------------------------------------------------

[1] BASIS OF REPORTING

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information. These unaudited financial statements include the accounts
of The Solomon-Page Group Ltd. and its wholly owned subsidiary.  All significant
intercompany  balances and transactions  have been eliminated in  consolidation.
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,  the accompanying unaudited consolidated financial
statements  included in this Form 10-Q reflect all adjustments  [consisting only
of  normal  recurring   items]  which  are  considered   necessary  for  a  fair
presentation of the results of operations for the periods presented. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the full year.

It is suggested that these financial  statements be read in conjunction with the
audited  financial  statements and notes for the fiscal year ended September 30,
1998 included in The Solomon-Page Group Ltd. Form 10-KSB.

[2] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

COMPREHENSIVE INCOME - The Company has adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting  Comprehensive  Income," as of October 1,
1998.  SFAS  No.  130  establishes  new  rules  for  reporting  and  display  of
comprehensive  income and its  components,  however it has no material impact on
the  Company's  net  income or total  stockholders'  equity.  Accumulated  other
comprehensive  income presented in the accompanying  consolidated balance sheets
consists  of  the  accumulated  net  unrealized   gains  on   available-for-sale
investments.

RECLASSIFICATION  - Certain  prior  period  amounts  have been  reclassified  to
conform to the current period presentation.



                                       6
<PAGE>

ITEM 2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
--------------------------------------------------------------------------------


OVERVIEW
             The Company is a  specialty  niche  provider  of staffing  services
organized into two primary operating  divisions:  temporary  staffing/consulting
and   executive   search/full-time   contingency   recruitment.   The  temporary
staffing/consulting division provides services to companies seeking personnel in
the  information  technology,  accounting,  human  resources and legal areas and
generated 65% of the Company's  revenue for the six months ended March 31, 1999.
The executive  search/full-time  contingency recruitment division comprises nine
lines of business,  including four industry (capital markets, publishing and new
media,  healthcare  and  fashion  services),  and five  functional  (information
technology,  accounting, human resources, legal and administrative support). The
executive search/full-time contingency recruitment division generated 35% of the
Company's revenue for the six months ended March 31, 1999.

            The following is a summary of the Company's  consolidated  financial
and operating data (amounts in thousands, except for per share amounts).

<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED                           SIX MONTHS ENDED
                                                          MARCH 31,                                   MARCH 31,
STATEMENT OF OPERATIONS DATA:                   1999                  1998                  1999                   1998
-----------------------------                   ----                  ----                  ----                   ----
<S>                                           <C>                    <C>                 <C>                    <C>    
Revenue                                       $12,779                $11,278             $24,295                $21,491
Income from Operations                            733                    446               1,075                  1,174
Income Before Income Tax Expense                  660                    434                 952                  1,175
Income Tax Expense                                288                    198                 415                    533
Net Income                                        372                    236                 537                    642
Basic Earnings Per Common Share                 $0.08                  $0.05               $0.11                  $0.13
Diluted Earnings Per Common Share               $0.08                  $0.04               $0.11                  $0.11
</TABLE>

<TABLE>
<CAPTION>

BALANCE SHEET DATA:                        MARCH 31, 1999                            SEPTEMBER 30, 1998
-------------------                        --------------                            ------------------
<S>                                            <C>                                         <C>   
Working Capital                                $ 4,192                                     $3,794
Total Assets                                    16,841                                     16,735
Total Liabilities                                9,508                                      8,696
Stockholders' Equity                             7,333                                      8,039
</TABLE>

RESULTS OF OPERATIONS

            The following  discussion of the Company's  financial  condition and
results  of  operations  should  be  read  in  conjunction  with  the  financial
statements and notes thereto appearing elsewhere in this document.

            Revenue  increased to $12.8 million for the three months ended March
31,  1999 from $11.3  million for the three  months  ended  March 31,  1998,  an
increase of $1.5 million or 13%. Revenues from the Company's  temporary staffing
and  consulting  division were $7.8 million for the three months ended March 31,
1999  compared to $6.5 million for the same period in 1998,  an increase of $1.3
million  or 20%.  Revenues  from the  Company's  executive  search and full time
contingency  recruitment  division  were $5 million for the three  months  ended
March 31, 1999 compared to $4.7 million for the same period in 1998, an increase
of $300,000 or 6%.


                                        7
<PAGE>
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS [CONTINUED]

            Revenue  increased  to $24.3  million for the six months ended March
31, 1999 from $21.5 million for the six months ended March 31, 1998, an increase
of $2.8  million or 13%.  Revenues  from the  Company's  temporary  staffing and
consulting  division  were $15.9 million for the six months ended March 31, 1999
compared  to $12.5  million  for the same  period in 1998,  an  increase of $3.4
million  or 27%.  Revenues  from the  Company's  executive  search and full time
contingency  recruitment  division  were $8.4  million for the six months  ended
March 31, 1999 compared to $9 million for the same period in 1998, a decrease of
$600,000 or 7%.

            The  increase in revenues  for the three and six months  ended March
31, 1999 compared to the three and six months ended March 31, 1998 was primarily
due to the expansion of the  Company's  temporary  staffing/consulting  division
within  the  areas  of  accounting,   human  resource,   legal  and  information
technology. The Company's executive search and full time contingency recruitment
division  experienced  an increase in revenues  for the three months ended March
31,  1999 and a decrease  in  revenues  for the six months  ended March 31, 1999
compared to the same  periods in 1998.  The  increase  in the most recent  three
month period  resulted from an increase in demand for services,  which generated
higher revenues. The decrease in revenue for the six months ended March 31, 1999
was  attributable  to  global events during mid 1998 that impacted the financial
services industry,  which subsequently had an impact on providers of services to
the  financial  community.  In  addition,  mergers and  consolidations  within a
variety of industries  affecting the Company's  clients have  contributed to the
decrease  in  revenues  within the  executive  search and full time  contingency
recruitment business.

            Selling  expenses  for the three months ended March 31, 1999 totaled
$10.2  million (80% of revenues)  compared with $9 million (80% of revenues) for
the three months ended March 31, 1998. Selling expenses for the six months ended
March 31, 1999  totaled  $19.6  million (81% of  revenues)  compared  with $16.7
million (78% of revenues) for the six months ended March 31, 1998.  The increase
in selling  expenses as a  percentage  of revenue for the six months ended March
31,  1999  is  primarily  attributable  to  payroll,  commissions  and  benefits
associated with the hiring of revenue-generating  personnel within the executive
search/full-time  contingency  recruitment  division  offset  by a  decrease  in
revenue.  Selling  expenses consist  primarily of temporary  staffing/consulting
compensation, salaries and commissions of revenue generating personnel, employee
benefits, telephone and advertising.

            General  and  Administrative  expenses  were  $1.7  million  (13% of
revenues)  and $3.3 million (14% of revenues) for the three and six months ended
March 31, 1999 respectively, compared to $1.7 million (15% of revenues) and $3.3
million (16% of  revenues),  for the same period in 1998.  For the three and six
months ended March 31, 1999  compared to the same  periods in 1998,  general and
administrative  expenses  have  remained  constant,  but  have  decreased  as  a
percentage of revenue primarily as a result of increased revenue.

            Depreciation and  Amortization  expense for the three and six months
ended March 31, 1999 totaled  $172,000 and  $337,000  respectively,  compared to
$129,000 and $244,000 for same periods in 1998. The increase is due to increased
capital expenditures incurred during fiscal 1998. The amortization of intangible
assets also contributed to this increase.

            Due to the above  mentioned  factors,  income  from  operations  was
$733,000  and  $1,075,000  for the three and six  months  ended  March 31,  1999
respectively,  compared to $446,000 and  $1,175,000 for the three and six months
ended March 31, 1998.



                                        8
<PAGE>
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS [CONTINUED]

            Other Income and (Expenses) for the three and six months ended March
31, 1999  totaled  $73,000 and  $123,000  of expense  respectively,  compared to
$12,000 of  expense  and  $1,000 of income  for the same  periods  in 1998.  The
increases in other expenses  primarily were due to interest  expense charged for
borrowings under the Company's line of credit.

            Income Tax Expense for the three and six months ended March 31, 1999
was $288,000  (44%  effective  tax rate) and $415,000  (44%  effective tax rate)
respectively,  compared with $198,000 (45% effective tax rate) and $533,000 (45%
effective  tax rate) for the same periods in 1998.  The changes in the Company's
effective  tax rate  reflect  the  impact  of state  and  local  taxes and other
non-deductible items for income tax purposes.

            Net income was  $372,000  and  $537,000 for the three and six months
ended March 31, 1999  respectively,  compared to $236,000  and  $642,000 for the
three and six months ended March 31, 1998.

LIQUIDITY AND CAPITAL RESOURCES

            Net cash provided by operating  activities  for the six months ended
March  31,  1999 was  $962,000,  compared  to net  cash  used in  operations  of
$1,100,000  for the  same  period  in 1998.  The  improvement  in net cash  from
operations was primary attributable to the decrease in accounts payable, accrued
commissions and accrued expenses, offset by a decrease in accounts receivable.

           Net cash used in investing activities was $371,000 for the six months
ended  March 31,  1999  compared  to $38,000  for the same  period in 1998.  The
increase in net cash used was primarily a result of capital  expenditures offset
by  $950,000  of  proceeds  from the sale of  investments  in 1998  compared  to
$550,000 in 1999.

            Net cash used in financing activities for the six months ended March
31, 1999 was $993,000,  which was primarily due to $239,000 of borrowings  under
the line of  credit  offset by the  $1,232,000  used for the  repurchase  of the
Company's Common Stock.

            As of March 31, 1999,  the Company's  sources of liquidity  included
$1,287,000  in  cash  and  cash  equivalents  and  short-term  investments.  The
Company's  working  capital was $4.3 million at March 31, 1999  compared to $3.8
million at September 30, 1998. The increase in working capital was primarily due
to the  restructuring  of a portion of the Company's  credit  facility to a term
loan,  which is described  below.  Also,  the Company has available  $792,000 of
long-term investments as a source of liquidity if required.

            In February  1999,  the Company  entered  into a  $6,500,000  credit
facility  agreement with The Dime Savings Bank. The facility  agreement consists
of a $5,000,000  working  capital line of credit and a term loan of  $1,500,000,
which are  collateralized  by all of the  Company's  assets.  Under the facility
agreement  the  Company is required to meet  certain  covenants.  Under the most
restrictive covenants, the Company must maintain a minimum level of tangible net
worth of $700,000 and minimum working capital of $500,000 The agreement provides
for  borrowings  under the working  capital  line of credit at 1% above the Dime
Reference Rate and expires on February 28, 2002. The term loan is required to be
paid in 12 equal  quarterly  installments  commencing May 31, 1999 and ending on
February 28, 2002 and bears interest at 1.25% above the Dime Reference Rate. The
Dime Reference Rate at March 31, 1999 was 8.50%.  At March 31, 1999,  borrowings
under the working capital line of credit were $1.8 million, and $1.5 million was
outstanding under the term loan.

            On  September  11,  1998,  the Company  announced  that its Board of
Directors had  authorized  the  repurchase  of up to 1,000,000  shares of common
stock. Purchases are being made from time to time on the NASDAQ Small Cap market
or otherwise at prevailing market prices and may be made in privately negotiated
transactions. At May 3, 1999, an aggregate of 673,300 shares of common stock had
been repurchased for an aggregate purchase price of $1,417,000.


                                        9
<PAGE>
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS [CONTINUED]

            The Company  believes that its current cash position and  investment
balances,  together with financing  available under its working capital facility
will be sufficient to support current working capital  requirements for at least
the next twelve months.

YEAR 2000 COMPLIANCE

            Many computer systems in use today were designed and developed using
two digits,  rather than four, to specify years,  and as a result,  such systems
will recognize the year 2000 as 1900. This is commonly  referred to as the "Year
2000 Issue".  This could cause many computer  applications  to fail or to create
erroneous  results unless  corrective  measures are taken.  The Company utilizes
software  and  related  information  technology  systems  in the  course  of its
operations  that are  essential  to its  business.  The Company has reviewed its
current  software and  information  technology  systems for compliance  with the
potential  hazards  of the Year  2000  Issue  and  presently  believes  the vast
majority of its software and information technology systems are currently, or by
mid 1999, will be Year 2000 compliant.  The Company does not expect any material
adverse impact on its financial  position or results of operations to arise from
Year 2000 failures of its software and information technology systems.

            Ultimately,  the potential impact of the Year 2000 Issue will depend
not only on the Company's internal Year 2000 compliance,  but also on the way in
which the Year 2000 is addressed by the Company's  customers,  vendors,  banking
institutions and service  utilities.  The Company is currently in the process of
determining  the extent to which it may be  vulnerable to any Year 2000 failures
by external parties with which the Company conducts business.  The Company plans
to request written  confirmations from external parties indicating whether their
systems are Year 2000 compliant by mid 1999. Once the Company receives responses
from  external  parties as to their Year 2000  compliance,  the Company plans to
develop  contingency  plans as it deems necessary  based on such responses.  The
efforts of third  parties are not within the  Company's  control,  however,  and
their failure to remedy Year 2000 issues  successfully  could result in business
disruption, loss of revenue and increased operating costs.

            The  Company  has not  incurred  any  material  costs  and  does not
anticipate any material  future costs  relating to its software and  information
technology  systems due to the Year 2000 Issue.  The Company cannot  estimate at
this time whether it will incur any material  costs due to the failure of any of
its service providers or clients to be Year 2000 compliant.

            The   foregoing    discussion    regarding    Year   2000   contains
forward-looking  statements,  which are  based on  management's  best  estimates
derived using various  assumptions.  These  forward-looking  statements  involve
inherent risks and  uncertainties,  and actual  results could differ  materially
from those  contemplated by such  statements.  Factors that might cause material
differences  include,  but not limited to, (i) the  Company's  ability to obtain
alternative  sources of financing or cash should its current sources  operations
be  disrupted  due to Year 2000  complications,  (ii) the  Company's  ability to
respond  to a  potential  loss of  revenue  of a major  client  due to Year 2000
complications, and (iii) the Company's ability to respond to any unforeseen Year
2000  complications.   Such  material   differences  could  result  in  business
disruption, operational problems and financial loss.








                                       10
<PAGE>
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS [CONTINUED]


NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

            The FASB  has  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."  SFAS No. 133  establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments embedded in other contracts and for hedging activities. SFAS No. 133
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at fair value.  The  accounting  for  changes in the fair value of a  derivative
depends on the  intended use of the  derivative  and how it is  designated,  for
example,  gains or losses  related to changes in the fair value of a  derivative
not designated as a hedging instrument are recognized as earnings in the period,
while certain types of hedges may be initially  reported as a component of other
comprehensive income until the consummation of the underlying transaction.

            SFAS No. 133 is  effective  for all fiscal  quarters of fiscal years
beginning after June 15, 1999. Initial  application of SFAS No. 133 should be as
of the beginning of a fiscal quarter,  on that date, hedging  relationships must
be designated  anew and  documented  pursuant to the provisions of SFAS No. 133.
Earlier  applications of all the provisions of SFAS No. 133 are encouraged,  but
it is permitted only as of the beginning of any fiscal quarter.  SFAS No. 133 is
not to be applied  retroactively to financial  statements of prior periods.  The
Company will evaluate the new standard to determine  whether it requires any new
disclosures or accounting.





                                       11
<PAGE>
PART II: OTHER INFORMATION


ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                        The Annual Meeting of  Stockholders  of the  Corporation
            was held on April 15,  1999.  Votes  were cast with  respect  to the
            election of two  directors to Class III of the Board of Directors to
            serve until the 2002 Annual Meeting of Stockholders as follows:

<TABLE>
<CAPTION>

                                                              NUMBER OF SHARES OF COMMON
                          NUMBER OF SHARES OF COMMON STOCK    STOCK AS TO WHICH AUTHORITY
NOMINEES                  VOTED IN FAVOR                      TO VOTE WAS WITHHELD

<S>                       <C>                                 <C>   
Scott Page                3,206,655                           93,803
Edward Ehrenberg          3,206,655                           93,803
</TABLE>

                         The terms of the following directors of the corporation
            continued  following  the  Annual  Meeting  of  Stockholders:  Lloyd
            Solomon and Joel  Klarreich,  Class I Directors  until 2000;  Eric M
            Davis and Herbert Solomon, Class II Directors until 2001.

                        The Stockholders  also ratified the appointment of Moore
            Stephens,  P.C.  as  the  independent  public  accountants  for  the
            Corporation for the fiscal year ending  September 30, 1999 by a vote
            of 3,281,414  shares in favor,  15,870  shares  against.  There were
            3,174  abstentions  and no broker  non-votes  with  respect  to this
            action.

ITEM 5.     OTHER INFORMATION
                 NONE

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

          (A)           EXHIBITS:

                                      27    Financial Data Schedule

          (B)           REPORTS ON FORM 8-K:  NONE






                                       12
<PAGE>
                           THE SOLOMON-PAGE GROUP LTD.
                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.


                                    THE SOLOMON-PAGE GROUP LTD.
                                    ---------------------------------------
                                         (Registrant)




        Date:  May 6, 1999          /S/ LLOYD B. SOLOMON
                                    --------------------------------------
                                    Lloyd B. Solomon, Chief Executive Officer




        Date:  May 6, 1999          /S/ ERIC M. DAVIS
                                    -----------------------------------
                                    Eric M. Davis, Chief Financial Officer
                                    Vice President - Finance



                                       13