FORM 10-QSB

                       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 JUNE 30, 1997

                                       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             (I.R.S. Employer Identification No.)
incorporation or organization)

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

Registrant's telephone number, including area code    (212) 764-9200
                                                  ------------------------------

                                       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 of 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    
                                    ----     ----

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  At August 11,  1997,  there were
outstanding 5,129,285 shares of the Registrant's Common Stock, $.001 par value.

            Transitional Small Business Disclosure Format:

                                Yes      No   X
                                   -----   ------

<PAGE>



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



FORM 10-QSB
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED JUNE 30, 1997
--------------------------------------------------------------------------------

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




                          PART I: FINANCIAL INFORMATION

ITEM 1:            Financial Statements                             PAGE NUMBER


Consolidated Balance Sheet as of June 30, 1997 [Unaudited]....................1
Consolidated Statements of Operations for the three months and nine months
ended June 30, 1997 and 1996 [Unaudited]......................................3
Consolidated Statements of Cash Flows for the three months and nine months
ended June 30, 1997 and 1996 [Unaudited]......................................4
Notes to Consolidated Financial Statements [Unaudited] .......................6


ITEM 2:           Management's Discussion and Analysis or
                   Plan of Operation..........................................7


                           PART II: OTHER INFORMATION

ITEM 6:           Exhibits and Reports on Form 8-K...........................10
SIGNATURES...................................................................11



<PAGE>
 PART I.  FINANCIAL INFORMATION

              ITEM 1.  FINANCIAL STATEMENTS



THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997 [UNAUDITED]


ASSETS:
CURRENT ASSETS:
  Cash and Cash Equivalents                                 $832,611
  Short-Term Investments                                   2,093,949
  Accounts Receivable - [Net of Allowance for
   Doubtful Accounts of $106,900]                          6,480,416
  Other Current Assets                                       427,791
                                                         ------------

 TOTAL CURRENT ASSETS                                      9,834,767
                                                         ------------

 PROPERTY AND EQUIPMENT  [NET OF ACCUMULATED
   DEPRECIATION AND AMORTIZATION OF $600,576]                981,048
                                                         ------------

OTHER ASSETS:
  Intangible Assets - [Net of Accumulated
         Amortization of $94,495]                            505,106
  Due from Related Parties                                   166,283
  Security Deposits                                          100,119
  Restricted Investment                                       34,466
  Other Assets                                               116,236
                                                         ------------

 TOTAL OTHER ASSETS                                          922,210
                                                         ------------

 TOTAL ASSETS                                            $11,738,025
                                                         ============

See Notes to Consolidated Financial Statements.

                                       1

<PAGE>

THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997[UNAUDITED]


LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
  Accrued Payroll and Commissions                                 $2,218,735
  Accounts Payable and Accrued Expenses                              598,987
  Income Taxes Payable                                               204,577
  Current Portion of Obligations Under Capital Leases                 75,841
  Other Current Liabilities                                          142,325
                                                                -------------

  TOTAL CURRENT LIABILITIES                                        3,240,465
                                                                -------------

LONG-TERM LIABILITIES:
  Obligations Under Capital Leases                                    53,166
  Deferred Credit                                                    337,409
                                                                -------------

  TOTAL LONG-TERM LIABILITIES                                        390,575
                                                                -------------

STOCKHOLDERS' EQUITY:
  Preferred Stock - Par Value $.001 Per Share; Authorized
    2,000,000 Shares. None Issued or Outstanding                         --

  Common Stock - Par Value $.001 Per Share;
    Authorized 20,000,000 Shares, 5,139,285 Shares
    Issued and  5,129,285 Shares Outstanding                           5,139

  Additional Paid-in Capital                                       8,488,247

  Treasury Stock; 10,000 Shares at Cost                              (16,250)

  Accumulated Deficit                                               (370,151)
                                                                -------------

  TOTAL STOCKHOLDERS' EQUITY                                       8,106,985
                                                                -------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $11,738,025
                                                                =============

See Notes to Consolidated Financial Statements.

                                       2

<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED      NINE MONTHS ENDED
                                                                  JUNE 30,                  JUNE 30,
                                                                  --------                  --------

                                                            1997           1996           1997           1996
                                                            ----           ----           ----           ----

<S>                                                      <C>            <C>           <C>            <C>
REVENUE                                                  $7,825,054     $5,070,172    $19,577,335    $11,542,554
                                                         ----------- --------------  ------------- --------------

SELLING EXPENSES                                          6,034,364      3,753,760     14,978,475      8,511,410

GENERAL AND ADMINISTRATIVE                                1,161,855        932,672      3,112,216      2,740,098

DEPRECIATION AND AMORTIZATION                                84,727         59,662        238,835        172,558
                                                         ----------- --------------  ------------- --------------

  TOTAL OPERATING EXPENSES                                7,280,946      4,746,094     18,329,526     11,424,066
                                                         ----------- --------------  ------------- --------------

 INCOME FROM OPERATIONS                                     544,108        324,078      1,247,809        118,488
                                                         ----------- --------------  ------------- --------------

OTHER INCOME [EXPENSES]
  Interest and Dividend Income                               31,060         29,895         98,114        105,520
  Interest Expense                                           (6,281)       (11,590)       (28,450)       (38,677)
  Net Realized and Unrealized Gain on Investments            14,207         30,971         28,885        134,010
                                                         ----------- --------------  ------------- --------------

  TOTAL OTHER INCOME                                         38,986         49,276         98,549        200,853
                                                         ----------- --------------  ------------- --------------

INCOME BEFORE INCOME TAX EXPENSE                            583,094        373,354      1,346,358        319,341

INCOME TAX EXPENSE                                          122,261             --        288,473             --
                                                         ----------- --------------  ------------- --------------

  NET INCOME                                               $460,833       $373,354     $1,057,885       $319,341
                                                         =========== ==============  ============= ==============

PRIMARY NET INCOME PER COMMON SHARE                           $0.07          $0.07          $0.17          $0.06
                                                         =========== ==============  ============= ==============

FULLY DILUTED NET INCOME PER COMMON SHARE                     $0.07          $0.07          $0.17          $0.06
                                                         =========== ==============  ============= ==============
</TABLE>

See Notes to Consolidated Financial Statements.

                                       3

<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
<TABLE>
<CAPTION>
                                                                   NINE MONTHS ENDED
                                                                       JUNE 30,
                                                                       --------

                                                                1997                        1996
                                                                ----                        ----
OPERATING ACTIVITIES:
<S>                                                         <C>                           <C>
  Net Income                                                $1,057,885                    $319,341
                                                        ---------------          ------------------
  Adjustments to Reconcile Net Income
   to Net Cash [Used for] Operating Activities:
    Depreciation and Amortization                              238,835                     172,558
    Provision for losses on Accounts Receivable                 42,000                      39,000
    Deferred Credit                                             71,417                       2,169
    Net Realized and Unrealized Gain on Investments            (28,885)                   (134,010)

  Change in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable                                     (2,362,326)                 (2,686,969)
    Other  Assets                                             (302,998)                   (110,471)
    Security Deposits                                          (14,841)                     (8,637)

  Increase [Decrease] in:
    Accounts Payable and Accrued Expenses                      847,574                   1,009,737
    Income Tax Payable                                         204,577                          --
    Other Liabilities                                           49,763                     115,703
                                                        ---------------          ------------------

  Total Adjustments                                        ($1,254,884)                ($1,600,920)
                                                        ---------------          ------------------

NET CASH - OPERATING ACTIVITIES-
        FORWARD                                              ($196,999)                ($1,281,579)
                                                        ---------------          ------------------

INVESTING ACTIVITIES:
  Capital Expenditures                                        (232,843)                   (157,607)
  Purchase of Investments                                   (2,696,650)                 (4,152,434)
  Proceeds from Sales of Investments                         1,941,911                   1,577,322
  Purchase of Treasury Stock                                   (16,250)                         --
  Advances to Related Parties                                       --                     (28,487)
  Transfer to Restricted Investment                                 --                      90,043
                                                        ---------------          ------------------

NET CASH - INVESTING ACTIVITIES -
        FORWARD                                            ($1,003,832)                ($2,671,163)
                                                        ---------------          ------------------
</TABLE>

See Notes to Consolidated Financial Statements.

                                       4
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
[UNAUDITED]
<TABLE>
<CAPTION>

                                                                       NINE MONTHS ENDED
                                                                            JUNE 30,

                                                            1997                        1996
                                                            ----                        ----

NET CASH - OPERATING ACTIVITIES -
<S>                                                        <C>                       <C>
           FORWARD                                         ($196,999)                ($1,281,579)
                                                        -------------           -----------------

NET CASH - INVESTING ACTIVITIES -
           FORWARD                                       ($1,003,832)                ($2,671,163)
                                                        -------------           -----------------


FINANCING ACTIVITIES:
  Principal Payments Under Capital
    Lease Obligations                                        (90,114)                    (83,538)
  Payments from Related Parties                               10,000                       5,000
                                                        -------------           -----------------

  NET CASH - FINANCING ACTIVITIES                           ($80,114)                   ($78,538)
                                                        -------------           -----------------

  NET [DECREASE] INCREASE IN CASH                         (1,280,945)                 (4,031,280)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIODS           2,113,556                   4,445,161
                                                        -------------           -----------------

 CASH AND CASH EQUIVALENTS - END OF PERIODS                 $832,611                    $413,881
                                                        =============           =================

SUPPLEMENTAL DISCLOSURES FOR CASH FLOW INFORMATION:
    Cash paid during the periods for:
          Interest                                           $28,450                     $38,677
          Income Taxes                                      $136,335                          --

</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 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,   such  statements   include  all  adjustments
[consisting only of normal recurring items] which are considered necessary for a
fair presentation of the financial  position of the Company at June 30, 1997 and
the results of its  operations for the three and nine months ended June 30, 1997
and 1996 and cash flows for the nine months  ended June 30,  1997 and 1996.  The
results of operations for the periods  presented are not necessarily  indicative
of the results to be expected for the full year.

The  accompanying   unaudited  consolidated  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.

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,
1996 included in The Solomon-Page Group Ltd. Form 10-KSB.

[2] NET INCOME PER SHARE

Net Income per share of common stock is computed  based on the weighted  average
number of common shares  outstanding  for each period  presented,  utilizing the
modified  treasury stock method.  Common Stock equivalents are included if their
effect is dilutive.  The number of weighted  average  common shares  outstanding
utilized to compute  primary income per share was 9,076,225 and 5,139,285 and to
compute fully diluted income per share was 9,076,225 and 5,228,525 for the three
and nine months ended June 30, 1997 and 1996, respectively. [See Exhibit 11]

In February 1997, the Financial  Accounting Standards Board issued Statement No.
128  "Earnings  per Share" which is required to be adopted on December 31, 1997.
At that time,  the Company will be required to change the method  currently used
to compute  earnings  per share and  restate  all prior  periods.  The impact is
expected to result in an increase in primary and fully diluted  earnings for the
three  and  nine  months  ended  June  30,  1997 of $.01  and  $.02  per  share,
respectively.

[3] RECLASSIFICATION

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





                                        6

<PAGE>

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
--------------------------------------------------------------------------------

OVERVIEW

            The  Company's  business is  organized  into two  primary  operating
divisions:  executive  search and full time  contingency  recruitment as well as
flexible staffing and consulting. The executive search and full time contingency
recruitment  division  has  eight  lines of  business  including  four  industry
(capital markets,  publishing and new media,  healthcare and fashion  services),
and four functional  (information  technology,  accounting,  human resources and
legal).  The executive  search and full time  contingency  recruitment  division
generated  approximately  49% of the Company's revenue for the nine months ended
June 30, 1997.  The flexible  staffing and consulting  division,  which provides
services to all  companies  seeking  personnel  in the  information  technology,
accounting  and  human  resources  areas,  generated  approximately  51%  of the
Company's  revenue for the nine months ended June 30, 1997.  The  accounting and
human resources flexible staffing businesses  commenced operations during fiscal
1997.


            The following is a summary of the Company's  consolidated  financial
and operating data.

<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED                           NINE MONTHS ENDED
                                                         JUNE 30,                                    JUNE 30,
                                                         --------                                    --------
STATEMENT OF OPERATIONS DATA:                    1997                  1996                 1997                   1996
-----------------------------                    ----                  ----                 ----                   ----
<S>                                           <C>                 <C>                   <C>                    <C>
Revenue                                       $7,825,054          $5,070,172            $19,577,335            $11,542,554
Income from Operations                           544,108             324,078              1,247,809                118,488
Income Before Income Tax Expense                 583,094             373,354              1,346,358                319,341
Income Tax Expense                               122,261                   0                288,473                      0
Net Income                                       460,833             373,354              1,057,885                319,341
Primary Income Per Common Share                    $0.07               $0.07                  $0.17                  $0.06

BALANCE SHEET DATA:                              JUNE 30, 1997
-------------------                              -------------
Working Capital                                   $6,594,302
Total Assets                                      11,738,025
Long-term Debt, Net of Current Maturities             53,166
Stockholders' Equity                               8,106,985
</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 approximately  $7,825,000 for the three months
ended June 30, 1997 from  approximately  $5,070,000  for the three  months ended
June 30, 1996, an increase of approximately $2,755,000 or 54%. Revenues from the
Company's  executive  search  and full  time  contingency  recruitment  division
experienced an increase of 22% to approximately  $3,606,000 for the three months
ended June 30, 1997 compared to approximately  $2,960,000 for the same period in
1996. Revenues from the Company's flexible staffing and consulting division were
approximately  $4,219,000  for the three months ended June 30, 1997  compared to
approximately   $2,110,000   for  the  same  period  in  1996,  an  increase  of
approximately $2,109,000 or 100%. Revenue increased to approximately $19,577,000
for the nine months ended June 30, 1997 from  approximately  $11,543,000 for the
nine months ended June 30, 1996, an increase of approximately $8,034,000 or 70%.
Revenues  from  the  Company's   executive  search  and  full  time  contingency
recruitment  division  increased 28% to  approximately  $9,628,000  for the nine
months ended June 30, 1997  compared to  approximately  $7,545,000  for the same
period in 1996.  Revenues from the Company's  flexible  staffing and  consulting
division were  approximately  $9,949,000 for the nine months ended June 30, 1997
compared to approximately $3,998,000 for the same period in 1996, an increase of
approximately $5,951,000 or 149%.

                                        7

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  [CONTINUED]
----------------------------------------------------------------------

              The  increase in revenues for the three and nine months ended June
30,  1997  compared  to the three and nine  months  ended June 30,  1996 for the
Company's  executive  search and full time contingency  recruitment  division is
primarily attributable to the expansion of its client base and strong demand for
personnel from existing  clients.  Also, the addition of experienced  counselors
contributed to the increase in revenues.  The Company's  information  technology
flexible staffing and consulting business experienced  significant  increases in
revenues  for three and nine  months  ended June 30,  1997  compared to the same
periods in 1996.  The increases were  attributable  to the hiring of experienced
sales and recruiting  personnel as well as the  establishment and penetration of
customer relationships.

            Selling  expenses  for the three  months ended June 30, 1997 totaled
approximately   $6,034,000  (77%  of  revenues)   compared  with   approximately
$3,754,000  (74% of revenues) for the three months ended June 30, 1996.  Selling
expenses  for  the  nine  months  ended  June  30,  1997  totaled  approximately
$14,978,000  (77% of  revenues)  compared to  approximately  $8,511,000  (74% of
revenues)  for the nine  months  ended June 30,  1997.  The  increase in selling
expenses  as a  percentage  of revenues  is  directly  related to the  Company's
flexible staffing and consulting  division,  which incurred startup costs during
fiscal 1997 associated with the commencement of operations in the accounting and
human resources  flexible  staffing and consulting  business.  In addition,  the
Company has incurred costs due to the hiring of senior level  counselors  within
various segments of the executive  search and full time contingency  recruitment
division.  Such costs consist primarily of payroll relating to flexible staffing
requirements,  salaries  and  commissions  of sales  and  recruiting  personnel,
employee benefits, telephone and advertising.

            General  and  Administrative  expenses  increased  to  approximately
$1,162,000 (15% of revenues) and $3,112,000 (16% of revenues), respectively, for
the three and nine months ended June 30, 1997 compared to approximately $933,000
(18% of revenues) and $2,740,000 (24% of revenues),  respectively, for the three
and nine  months  ended June 30,  1996.  The  improvements  as a  percentage  of
revenues  relates to operating  efficiencies  and economies of scale  associated
with increased revenues.

            Depreciation and Amortization  expense for the three and nine months
ended June 30,  1997  totaled  approximately  $85,000 and  $239,000  compared to
approximately $60,000 and $173,000 for same periods in 1996. The increase is due
to amortization  of intangible  assets related to the acquisition of trade names
and the acquisition of furniture and equipment.

             Income from  operations was  approximately  $544,000 and $1,248,000
for the three and nine months  ended June 30,  1997,  respectively,  compared to
approximately $324,000 and $118,000 for the three and nine months ended June 30,
1996. The Company's  operating  results for the three and nine months ended June
30, 1997 include charges of  approximately  $85,000 and $250,000,  respectively,
relating to the startup of its accounting and human resource  flexible  staffing
and consulting business.

             Income Tax  Expense  for the three and nine  months  ended June 30,
1997 were approximately  $122,000 and $288,000,  respectively,  compared with $0
for the three and nine months ended June 30, 1996.  At September  30, 1996,  the
Company had net operating loss  carryforwards  of approximately  $1,300,000,  of
which  $1,200,000  can be applied to fiscal 1997 taxable  income.  The Company's
effective  tax rate for the nine months  ended June 30,  1997 was  approximately
21%, due to the application of net operating loss carryforwards.

            Net income was  approximately  $461,000 and $1,058,000 for the three
and nine months  ended June 30,  1997  respectively,  compared to  approximately
$373,000 and $319,000 for the three and nine months ended June 30, 1996.


                                       8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  [CONTINUED]
--------------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES

             As of June 30, 1997,  the Company's  sources of liquidity  included
approximately   $2,927,000  in  cash  and  cash   equivalents   and   short-term
investments.  The Company's working capital was approximately $6,594,000 at June
30, 1997.

             In February  1997, the Company  entered into a one year  $4,000,000
demand line of credit  facility  agreement  with The Dime  Savings Bank which is
collateralized  by  all  the  Company's  assets.   The  agreement  provides  for
borrowings  at the Dime  Reference  Rate + 1%  (currently  9.50%) in amounts not
exceeding 80% of eligible  accounts  receivable (as defined therein) and expires
on February 28, 1998, on which date the outstanding principal amount is required
to be  repaid.  To date,  the  Company  has not made any  borrowings  under this
facility.

             During the first nine months of fiscal 1997,  the Company used cash
from operations of approximately $197,000,  resulting primarily from an increase
in accounts  receivable.  Cash used in investing  activities for the nine months
ended June 30, 1997 totaled approximately $1,004,000, most of which was used for
the purchase of short-term investments and capital expenditures.

              In April 1997, the Company leased  approximately 9,400 square feet
of  additional  office  space at its current  headquarters.  The minimum  annual
rental and utility  obligations for the additional office space through July 14,
1999 is  approximately  $190,000,  approximately  $300,000  from  July 15,  1999
through  December 31, 2001 and is  approximately  $345,000  from January 1, 2002
through September 30, 2006. The Company occupied this space in August 1997.

             Capital  expenditures for the remainder of fiscal 1997 are expected
to be  approximately  $200,000,  which will  primarily  relate to the additional
rental space.

             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 the next
twelve to eighteen months.

NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

            The Financial Accounting Standards Board [FASB] has issued Statement
of Financial  Accounting  Standards [SFAS] No. 123,  "Accounting for Stock-Based
Compensation,"  in October of 1995.  SFAS No. 123 uses a fair value based method
of accounting for stock options and similar equity  instruments as contrasted to
the  intrinsic  value  based  method  of  accounting  prescribed  by  Accounting
Principles Board [APB] Opinion No. 25, Accounting for Stock Issued to Employees.
The  accounting  requirements  of SFAS No. 123 are  effective  for  transactions
entered into in fiscal years that begin after  December 15, 1995; the disclosure
requirements  of SFAS No. 123 are effective for financial  statements for fiscal
years beginning after December 15, 1995. The Company  anticipates  continuing to
account for stock-based  compensation using the intrinsic value method. SFAS No.
123 will not have an impact on the Company's  results of operations or financial
position.

             The FASB  issued  SFAS  No.  125,  "Accounting  for  Transfers  and
Servicing of Financial Assets and  Extinguishment  of Liabilities" in June 1996.
SFAS No. 125 provides  accounting  and  reporting  standards  which are based on
consistent  application  of a  "financial-components  approach"  that focuses on
control.  Under that approach,  after a transfer of financial  assets, an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred,  derecognizes  financial assets when control has been surrendered,
and derecognizes  liabilities when  extinguished.  SFAS No. 125 is effective for
transfers and servicing of financial  assets and  extinguishment  of liabilities
occurring  after December 31, 1996.  Adoption of SFAS No. 125 is not expected to
have an impact on the Company's financial statements.

            The FASB issued SFAS No. 128, "Earnings Per Share" in February 1997.
SFAS No. 128 specifies the computation, presentation and disclosure requirements
for  earnings per share (EPS) for entities  with  publicly  held common stock or
potential common stock.  SFAS No. 128 is effective for financial  statements for
both interim and annual  periods  ending after December 15, 1997. The Company is
currently  studying  the  future  impact on its  financial  statements  upon the
adoption of SFAS No. 128.


                                        9

<PAGE>
PART II:  OTHER INFORMATION


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

          (A)           EXHIBITS:


                        11    Schedule of Computation of Income Per Common Share

                        27    Financial Data Schedule

          (B)           REPORTS ON FORM 8-K:  NONE















































                                       10

<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:  August 11, 1997    /s/ LLOYD B. SOLOMON
                                       --------------------------
                                       Lloyd B. Solomon, Chief Executive Officer




             Date:  August 11, 1997    /S/ ERIC M. DAVIS
                                       -----------------------------------
                                       Eric M. Davis, Chief Financial Officer
                                       Vice President - Finance









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