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 December 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                                      51-035301
-------------------------------           ------------------------------------
(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) 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 February 10, 2000,  there
were outstanding  4,152,282 shares of the Registrant's  Common Stock,  $.001 par
value.


<PAGE>

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


FORM 10-Q
QUARTERLY REPORT
FOR THE THREE MONTHS ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------

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




Part I: FINANCIAL INFORMATION

Item 1: Financial Statements                                         Page Number
                                                                     -----------

Consolidated Balance Sheets as of December 31, 1999                           1
[Unaudited] and September 30, 1999

Consolidated Statements of Operations for the three months                    3
ended December 31, 1999 and 1998 [Unaudited

Consolidated Statements of Cash Flows for the three months                    4
ended December 31, 1999 and 1998 [Unaudited]

Notes to Consolidated Financial Statements [Unaudited]                        6


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

Item 3: Quantitative and Qualitative Disclosures About                       11
        Market Risk.

Part II: OTHER INFORMATION

Item 6: Exhibits and Reports on Form 8-K                                     11

SIGNATURES                                                                   12

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


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

                                                                 December 31,          September 30,
                                                                     1999                   1999
                                                                --------------         -------------
                                                                 (Unaudited)
<S>                                                                  <C>                   <C>
ASSETS:
Current Assets:
  Cash and Cash Equivalents                                          $   949               $   580
  Investments                                                            298                   849
  Accounts receivable - [ Net of Allowances of $280 ]                 11,828                11,416
  Other Current Assets                                                   669                   391
                                                                     -------               -------

 Total Current Assets                                                 13,744                13,236
                                                                     -------               -------

 Property and Equipment:
  Equipment                                                            2,203                 2,022
  Furniture and Fixtures                                                 802                   797
  Leasehold Improvements                                               1,123                 1,103
                                                                     -------               -------

 Totals - At Cost                                                      4,128                 3,922
 Less: Accumulated Depreciation                                        1,810                 1,659
                                                                     -------               -------

 Property and Equipment - Net                                          2,318                 2,263
                                                                     -------               -------

Other Assets:
  Investments                                                            680                   686
  Intangible Assets - [ Net of Accumulated
    Amortization of $351 and $310, Respectively]                       1,403                 1,444
  Web Site Development Costs                                              76                     0
  Deferred Tax Asset                                                     327                   324
  Due from Related Parties                                                91                   135
  Other Assets                                                           258                   260
                                                                     -------               -------

 Total Other Assets                                                    2,835                 2,849
                                                                     -------               -------

 Total Assets                                                        $18,897               $18,348
                                                                     =======               =======

</TABLE>


See Notes to Consolidated Financial Statements.

                                       1

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

<TABLE>
<CAPTION>
                                                                      December 31,         September 30,
                                                                          1999                 1999
                                                                      -------------        -------------
LIABILITIES AND STOCKHOLDERS' EQUITY:                                 (unaudited)
<S>                                                                  <C>                    <C>
Current Liabilities:
  Accrued Payroll and Commissions                                    $     4,092            $     4,607
  Accounts Payable and Accrued Expenses                                    1,057                  1,276
  Income Taxes Payable                                                      --                    1,417
  Line of Credit                                                           2,475                    350
  Term Loan Payable                                                          375                    500
  Deferred Revenue                                                           437                    380
  Other Current Liabilities                                                  736                    576
                                                                     -----------            -----------

  Total Current Liabilities                                                9,172                  9,106
                                                                     -----------            -----------

Long-Term Liabilities:
  Term Loan Payable - Net of Current Portion                                 750                    750
  Deferred Credit                                                            636                    638
                                                                     -----------            -----------

  Total Long Term Liabilities                                              1,386                  1,388
                                                                     -----------            -----------


Commitments and Contingencies                                               --                     --
                                                                     -----------            -----------

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

  Common stock - Par Value $.001 Per Share;
    Authorized 20,000,000 Shares, 5,163,948
    Shares Issued and 4,153,948 Shares Outstanding at
    December 31, 1999 and September 30, 1999, Respectively                     5                      5

  Additional Paid-in Capital                                               7,428                  7,428

  Accumulated Other Comprehensive Income                                     (16)                    (7)

  Treasury Stock At Cost; 1,010,000 Common Shares
   at December 31, 1999 and September 30, 1999, Respectively              (2,248)                (2,248)

  Retained Earnings                                                        3,170                  2,676
                                                                     -----------            -----------

  Total Stockholders' Equity                                               8,339                  7,854
                                                                     -----------            -----------

  Total Liabilities and Stockholders' Equity                         $    18,897            $    18,348
                                                                     ===========            ===========

</TABLE>


See Notes to Consolidated Financial Statements.


                                       2

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

<TABLE>
<CAPTION>
                                                             Three months ended
                                                             ------------------
                                                                December 31,
                                                                ------------
                                                      1999                    1998
                                                      ----                    ----

<S>                                               <C>                      <C>
Revenue                                           $    15,991             $    11,516
                                                  -----------             -----------

Operating Expenses:
   Selling Expenses                                    12,493                   9,457
   General and Administrative                           2,379                   1,552
   Depreciation and Amortization                          192                     165
                                                  -----------             -----------

  Total Operating Expenses                             15,064                  11,174
                                                  -----------             -----------

 Income from Operations                                   927                     342
                                                  -----------             -----------

Other Income [Expenses]
  Interest and Dividend Income                             35                      26
  Interest Expense                                        (63)                    (76)
  Realized Gain on Investments                              1                    --
                                                  -----------             -----------

  Total Other Expenses                                    (27)                    (50)
                                                  -----------             -----------

Income Before Income Tax Expense                          900                     292

Income Tax Expense                                        406                     127
                                                  -----------             -----------

  Net Income                                      $       494             $       165
                                                  ===========             ===========

Basic Earnings Per Common Share                   $      0.12             $      0.03
                                                  ===========             ===========
Diluted Earnings Per Common Share                 $      0.11             $      0.03
                                                  ===========             ===========
Basic Weighted Average Shares                       4,153,948               4,864,015
                                                  ===========             ===========
Diluted Weighted Average Shares                     4,540,994               5,205,545
                                                  ===========             ===========

</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>

                                                                                Three months ended
                                                                                ------------------
                                                                                    December 31,
                                                                                    ------------

                                                                                1999             1998
                                                                                ----             ----
<S>                                                                              <C>             <C>
Operating Activities:
  Net Income                                                                     $494            $165
                                                                          ------------       ---------
  Adjustments to Reconcile Net Income
   to Net Cash Provided by [Used for] Operating Activities:
    Depreciation and Amortization                                                 192             165
    Deferred Credit                                                                (2)             23
    Net Realized Gain on Investments                                               (1)              0
    Deferred Taxes                                                                 (3)            (48)

  Change in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable                                                          (412)            354
    Other  Assets                                                                (276)             34

  Increase [Decrease] in:
    Accounts Payable, Accrued Expenses, Accrued Payroll
       and Commissions                                                           (734)         (1,188)
    Income Tax Payable                                                         (1,417)             88
    Deferred Revenue                                                               57             (31)
    Other Liabilities                                                             160              77
                                                                          ------------       ---------

  Total Adjustments                                                           ($2,436)          ($526)
                                                                          ------------       ---------


Net Cash - Operating Activities                                               ($1,942)          ($361)
                                                                          ------------       ---------

Investing Activities:
  Capital Expenditures                                                           (206)           (412)
  Purchase of Investments                                                           0            (199)
  Proceeds from Sales of Investments                                              549             557
  Web Site Development Costs                                                      (76)              0
  Cash Received from Related Parties                                               44               0
                                                                          ------------       ---------


Net Cash - Investing Activities                                                  $311            ($54)
                                                                          ------------       ---------

</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>
                                                                                  Three months ended
                                                                                      December 31,

                                                                               1999                1998
                                                                               ----                ----
 .
<S>                                                                            <C>                    <C>
Financing Activities:
  Borrowings Under Term Loan and Line of Credit                                3,075                  739
  Repayments Under Term Loan and Line of Credit                               (1,075)                  --
  Purchase of Treasury Stock and Warrants                                          0               (1,071)
                                                                        -------------       --------------
  Net Cash - Financing Activities                                             $2,000                ($332)
                                                                        -------------       --------------

  Net Increase [Decrease] in Cash and Cash Equivalents                           369                 (747)

Cash and Cash Equivalents - Beginning of Periods                                 580                  935
                                                                        -------------       --------------

  Cash and Cash Equivalents - End of Periods                                    $949                 $188
                                                                        =============       ==============

Supplemental Cash Flow Information:
    Cash paid during the periods for:
          Interest                                                               $63                  $76
          Income Taxes                                                        $2,157                  $67


</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,
1999 included in The Solomon-Page Group Ltd. Form 10-K.

[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, legal and banking areas
and generated 58% of the Company's  revenue for the three months ended  December
31,  1999.  The  executive  search/full-time  contingency  recruitment  division
comprises  ten lines of business,  including  five  industry  (capital  markets,
publishing and new media,  healthcare,  fashion services and banking),  and five
functional  (information  technology,  accounting,  human  resources,  legal and
administrative support). The executive search/full-time  contingency recruitment
division  generated  42% of the  Company's  revenue for the three  months  ended
December 31, 1999.

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

                                                        Three Months Ended
                                                           December 31,
Statement of Operations Data:                       1999                  1998
-----------------------------                       ----                  ----
Revenue                                          $15,991                $11,516
Income from Operations                               927                    342
Income Before Income Tax Expense                     900                    292
Income Tax Expense                                   406                    127
Net Income                                           494                    165
Basic Earnings Per Common Share                    $0.12                  $0.03
Diluted Earnings Per Common Share                  $0.11                  $0.03

Balance Sheet Data:                   December 31, 1999       September 30, 1999
-------------------                   -----------------       ------------------
Working Capital                            $4,572                   $4,130
Total Assets                                18,897                   18,348
Total Liabilities                           10,558                   10,494
Stockholders' Equity                        8,339                    7,854


            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.

Results of Operations

            Revenue increased to $16 million for the three months ended December
31, 1999 from $11.5  million for the three  months ended  December 31, 1998,  an
increase of $4.5 million or 39%. These  increases were comprised of $1.1 million
in temporary  staffing and consulting,  and $3.4 million in executive search and
full time  contingency  and  recruitment for the three months ended December 31,
1999, and were the result of factors further described below.




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

            Revenues  from  the  Company's  temporary  staffing  and  consulting
business were $9.2 million for the three months ended December 31, 1999 compared
to $8.1 million for the same period in 1998, an increase of $1.1 million or 14%.
The temporary staffing and consulting business experienced  increases in revenue
within  the  accounting  and human  resources  divisions  compared  to the prior
period. In addition,  the Company's  expansion to provide temporary  staffing to
companies  seeking  personnel in the legal and banking  fields,  which commenced
operations during 1999,  contributed to the increase in revenue. The information
technology  division  experienced an 8% decrease in revenue for the three months
ended  December 31, 1999 compared to the same period in 1998.  This decrease was
due primarily to customers  focusing on Year 2000 costs, which deferred spending
and staffing requirements until calendar year 2000.

             Revenues  from  the  Company's   executive  search  and  full  time
contingency  recruitment  business  were $6.8 million for the three months ended
December  31,  1999  compared to $3.4  million  for the same period in 1998,  an
increase of $3.4 million or 100%. All divisions  within the executive search and
full time contingency  recruitment business experienced increases in revenue for
the three  months ended  December 31, 1999  compared to the same period in 1998.
The capital  markets,  publishing  and new media,  banking  and legal  divisions
experienced  the  greatest  demand for  services  during the three  months ended
December 31, 1999 and contributed the largest increases in revenue.

            Selling  expenses  for the three  months  ended  December  31,  1999
totaled  $12.5  million  (78% of  revenues)  compared  with $9.5 million (82% of
revenues) for the three months ended  December 31, 1998. The increase in selling
expense is  primarily  related to  commissions  earned by  personnel  within the
executive search and full time contingency recruitment business due to increases
in revenue. In addition, compensation expenses of temporary personnel as well as
increases in employee benefits contributed to the increase in selling expenses.

            General  and  Administrative  expenses  were  $2.4  million  (15% of
revenues) for the three months ended  December 31, 1999 compared to $1.6 million
(14% of  revenues)  for the same period in 1998.  The  increase  is  primarily a
result of additional infrastructure costs, which include additional office space
and the hiring of support  personnel  within corporate  accounting,  information
systems and  administration.  In addition,  the Company has incurred $150,000 of
expense  relating to the  development  of its web site,  which is expected to be
operational during the second quarter of 2000.

            Depreciation  and  Amortization  expense for the three  months ended
December 31, 1999 totaled $192,000,  compared to $165,000 for the same period in
1998.  Depreciation  expense  increased  principally  as  a  result  of  capital
expenditures  made during fiscal 1999.  The  amortization  of intangible  assets
associated with certain acquisitions also contributed to this increase.

            Income from  operations  was  $927,000  for the three  months  ended
December  31,1999,  compared to $342,000 for the three months ended December 31,
1998,  primarily due to the factors  mentioned in the first three  paragraphs of
this section.

            Other Income and  (Expenses) for the three months ended December 31,
1999  totaled  $27,000 of  expense,  compared to $50,000 of expense for the same
period in 1998.  The  decrease in other  expenses  primarily  was due to a lower
average  outstanding  balance under the  Company's  line of credit and term loan
facility  and a  concommitant  lower  interest  expense  charged for  borrowings
thereunder.


                                        8

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

            Income Tax Expense for the three months ended  December 31, 1999 was
$406,000  (45%  effective tax rate),  compared with $127,000 (44%  effective tax
rate) for the same period in 1998.  The increase in the Company's  effective tax
rate was due to an  increase  in certain  non-deductible  expenses,  including a
portion  of meals,  entertainment  and  premiums  on key person  life  insurance
policies.

            Net income was  $494,000  for the three  months  ended  December 31,
1999,  compared to $165,000 for the three months ended December 31, 1998, due to
the factors mentioned in the first three paragraphs of this section.

Liquidity and Capital Resources

            As of December 31, 1999, the Company's sources of liquidity included
$1.25  million in cash and cash  equivalents  and  short-term  investments.  The
Company's working capital was $4.6 million at December 31, 1999 compared to $4.1
million at September 30, 1999.  The Company has available  $680,000 of long-term
investments as a source of liquidity if required.

            In February  1999,  the Company  entered into a $6.5 million  credit
facility  agreement with The Dime Savings Bank. The facility  agreement consists
of a $5 million  working capital line of credit and a term loan of $1.5 million,
which are  collateralized by all of the Company's assets. 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 shall be paid in
12  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 December 31, 1999 was 8.50%. At December 31, 1999,  there were
$2.475  million of  borrowings  under the working  capital  line of credit,  and
$1.125  million  was  outstanding  under  the term  loan.  The  credit  facility
agreement  contains various  covenants,  among which are minimum working capital
and  tangible  net worth  requirements  and a provision  restricting  payment of
dividends in excess of 50% of net profits.

            Net cash used by  operating  activities  for the three  months ended
December  31,  1999 was $1.9  million  compared  to net cash  used by  operating
activities  of $361,000  for the same period in 1998.  The  increase in net cash
used by operating activities was due primarily to the payment of income taxes of
$1.4  million.  Net cash provided by investing  activities  was $311,000 for the
three months ended  December 31, 1999,  which was primarily due to proceeds from
sale of investments of $549,000 offset by $206,000 of capital expenditures.  Net
cash used in financing  activities  for the three months ended December 31, 1999
was $2,000,000, which was due to borrowings under the line of credit.

            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 months.

Year 2000 Compliance

            Prior  to  January  1,  2000,  there  was a great  deal  of  concern
regarding the ability of computers to adequately  distinguish 21st century dates
from 20th century dates due to the  two-digit  date fields used by many systems.
Most  reports  to date,  however,  are that  computer  systems  are  functioning
normally and the compliance and remediation work accomplished leading up to 2000
was effective to prevent any problems.

            To date the Company has not experienced  such problems,  nor has the
Company  incurred  material  costs or expenses  relating to the Year 2000 issue,
either on its own  account or in ensuring  that its key  vendors,  suppliers  or
customers were Year 2000 compliant.  Computer experts have warned, however, that
there  may still be  residual  consequences  of the  change  in  centuries.  For
example,  some  software  programs may have  difficulty  resolving the so-called
"century leap year"  algorithm  which will occur during the Year 2000.  Any such
residual consequences could result in information technology system and software
failure,  the  corruption or loss of data  contained in the  Company's  internal
information system, and failures affecting the Company's key vendors,  suppliers
or customers. This in turn may lead to legal action, and may otherwise also have
a material  adverse effect on the Company's  business,  results of operations or
financial condition.

Impact of Inflation

            Inflation  has not been a major  factor  in the  Company's  business
since inception. There can be no assurances that this will continue.

                                       9
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS [Continued]


New Authoritative Accounting Pronouncements

The Financial Accounting Standards Board["FASB"] issued SFAS No. 137 "Accounting
for Derivative Instruments and Hedging  Activities-Deferral of Effective Date of
FASB Statements No. 133." This statement  defers for one year the effective date
of FASB  Statement  No.  133,  "Accounting  Derivative  Instruments  and Hedging
Activities."  The rule now will apply to all fiscal quarters of all fiscal years
beginning  after June 15,  2000.  In June 1998,  the FASB  issued  SFAS No. 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  which  is
required to be adopted in years  beginning  after June 15, 1999.  This statement
permits  early  adoption as of the  beginning  of any fiscal  quarter  after its
issuance.  This statement will require the Company to recognize all  derivatives
on the  balance  sheet at fair  value.  Derivatives  that are not hedges must be
adjusted to fair value through income.  If the derivative is a hedge,  depending
on the nature of the hedge, changes in the fair value of derivatives will either
be offset against the change in fair value of the hedged assets, liabilities, or
firm commitments  through earnings or recognized in other  comprehensive  income
until the hedged item is recognized in earnings.  The  ineffective  portion of a
derivative's  change in fair value will be  immediately  recognized in earnings.
The  Company has not yet  determined  what the effect of SFAS No. 133 will be on
the earnings and financial position of the Company.



                                       10


<PAGE>
Item 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

            Certain  financial  instruments  held by the Company,  such as cash,
cash  equivalents  and accounts  receivable  arising in the  ordinary  course of
business, may subject the Company to concentrations of credit risk.

            While the Company seeks to place its cash and cash  equivalents with
high  credit-quality  financial  institutions,  the Company is still  exposed to
credit risk for  uninsured  amounts held by such  institutions.  Such  uninsured
amounts  subject to credit risk totaled  approximately  $106,000 on December 31,
1999.  The Company  does not expect its  exposure to such credit risk to cause a
material adverse effect on its financial condition or results of operation.

            The Company believes that credit risk related to accounts receivable
is limited due to the large  number of Fortune  1000  companies  comprising  the
Company's  customer  base and the  diversified  industries  in which the Company
operates.  While the Company does not require collateral on accounts  receivable
or other financial instruments,  it does not believe that its exposure to credit
risk  relating to its  accounts  receivable  will  result in a material  adverse
effect on its financial condition or results of operations.


Part II: OTHER INFORMATION


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

          (A)           Exhibits:
                        ---------

                        27    Financial Data Schedule

          (B)           Reports on Form 8-K:  None


                                       11

<PAGE>

                           THE SOLOMON-PAGE GROUP LTD.
                                   SIGNATURES



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



Dated:  February 10, 2000             The Solomon-Page Group Ltd.
                                      ---------------------------------------
                                                  (Registrant)




         Date:  February 10, 2000      /s/ Lloyd B. Solomon
                                      ---------------------------------------
                                      Lloyd B. Solomon, Chief Executive Officer




         Date: February 10, 2000       /s/ Eric M. Davis
                                      ----------------------------------------
                                      Eric M. Davis, Chief Financial Officer
                                      Vice President - Finance





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