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, 1998

                                       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 February 11, 1999,  there
were outstanding  4,652,282 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, 1998
--------------------------------------------------------------------------------

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

                          PART I: FINANCIAL INFORMATION

ITEM 1:             Financial Statements                            PAGE NUMBER


Consolidated Balance Sheets as of December 31, 1998
 [Unaudited] and September 30, 1998                                       1
Consolidated Statements of Operations for the three months
ended December 31, 1998 and 1997 [Unaudited]                              3
Consolidated Statements of Cash Flows for the three months
ended December 31, 1998 and 1997 [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 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,
                                                             1998                       1998
                                                     ------------------           ----------------
                                                          (UNAUDITED)
ASSETS:
CURRENT ASSETS:
<S>                                                      <C>                         <C>   
  Cash and cash equivalents                               $188                         $935
  Investments                                              757                          603
  Accounts receivable, net                               9,807                       10,161
  Other current assets                                     200                          246
                                                    -----------               -------------

 TOTAL CURRENT ASSETS                                   10,952                       11,945
                                                    -----------               -------------

 Property and equipment                                  3,641                        3,228
 Less: accumulated depreciation                          1,250                        1,113
                                                    -----------               -------------
 PROPERTY AND EQUIPMENT                                  2,391                        2,115
                                                    -----------               -------------

OTHER ASSETS:
  Investments                                              600                        1,112
  Intangible assets, net of accumulated
    amortization of $224 and $195 respectively             990                        1,019
  Deferred tax asset                                       225                          177
  Due from related parties                                 136                          136
  Security deposits                                        120                          128
  Restricted investment                                     34                           34
  Other assets                                              89                           69
                                                    -----------               -------------

 TOTAL OTHER ASSETS                                      2,194                        2,675
                                                    -----------                -------------

 TOTAL ASSETS                                          $15,537                      $16,735
                                                    ===========                =============
</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,
                                                                                    1998                       1998
                                                                            ---------------          --------------------
LIABILITIES AND STOCKHOLDERS' EQUITY:                                            (UNAUDITED)
CURRENT LIABILITIES:
<S>                                                                                 <C>                    <C>    
  Accrued payroll and commissions                                                   $2,418                 $ 3,498
  Accounts payable and accrued expenses                                                860                     968
  Income taxes payable                                                                 386                     298
  Line of credit                                                                     3,839                   3,100
  Deferred revenue                                                                     100                     131
  Other Current Liabilities                                                            233                     156
                                                                            ---------------      -----------------

  TOTAL CURRENT LIABILITIES                                                          7,836                   8,151
                                                                            ---------------      -----------------

LONG-TERM LIABILITY:
  Deferred credit                                                                      568                     545
                                                                            ---------------      -----------------

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 4,652,282
    and 5,121,282 shares outstanding at December 31, 1998
    and September 30, 1998, respectively                                                 5                       5

  Additional paid-in capital                                                         7,426                   7,426

  Accumulated other comprehensive income                                                11                      11

  Treasury stock at cost; 500,000 and 41,000 common shares
   at December 31, 1998 and September 30, 1998, respectively                        (1,151)                    (80)

  Retained Earnings                                                                    842                     677
                                                                            ---------------      -----------------

  TOTAL STOCKHOLDERS' EQUITY                                                         7,133                   8,039
                                                                            ---------------      -----------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ 15,537                $ 16,735
                                                                            ===============      =================
</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,
                                                       1998                         1997
                                                       ----                         ----

<S>                                                   <C>                         <C>    
REVENUE                                               $11,516                     $10,213
                                                   -----------                  ----------

OPERATING EXPENSES:
   Selling Expenses                                     9,307                       7,768
   General and Administrative                           1,702                       1,601
   Depreciation and Amortization                          165                         115
                                                   -----------                  ----------

  TOTAL OPERATING EXPENSES                             11,174                       9,484
                                                   -----------                  ----------

 INCOME FROM OPERATIONS                                   342                         729
                                                   -----------                  ----------

OTHER INCOME [EXPENSES]
  Interest and Dividend Income                             26                          28
  Interest Expense                                        (76)                        (17)
  Realized Gain on Investments                         -                                1
                                                   -----------                  ----------

  TOTAL OTHER INCOME [EXPENSES]                           (50)                         12
                                                   -----------                  ----------

INCOME BEFORE INCOME TAX EXPENSE                          292                         741

INCOME TAX EXPENSE                                        127                         334
                                                   -----------                  ----------

  NET INCOME                                             $165                        $407
                                                   ===========                  ==========

BASIC EARNINGS PER COMMON SHARE                         $0.03                       $0.08
                                                   ===========                  ==========
DILUTED EARNINGS PER COMMON SHARE                       $0.03                       $0.07
                                                   ===========                  ==========
BASIC WEIGHTED AVERAGE SHARES                       4,864,015                   5,129,285
                                                   ===========                  ==========
DILUTED WEIGHTED AVERAGE SHARES                     5,205,545                   6,136,667
                                                   ===========                  ==========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENT.

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

<TABLE>
<CAPTION>

                                                                            THREE MONTHS ENDED
                                                                                DECEMBER 31,

                                                                      1998                       1997
                                                                      ----                       ----
OPERATING ACTIVITIES:
<S>                                                                     <C>                        <C>   
  Net income                                                             $165                       $407
                                                           -------------------       --------------------
  Adjustments to reconcile net income
    to net cash [used for] operating activities:
    Depreciation and amortization                                         165                        115
    Deferred credit                                                        23                         40
    Net realized gain on investments                                        0                         (1)
    Deferred taxes                                                        (48)                         0

  Change in assets and liabilities:
  [Increase] decrease in:
    Accounts receivable                                                   354                       (504)
    Other  assets                                                          26                        (57)
    Security deposits                                                       8                        (19)

  Increase [decrease] in:
    Accounts payable, accrued expenses, accrued payroll
      and commissions                                                  (1,188)                       342
    Income Tax Payable                                                     88                        (97)
    Deferred revenue                                                      (31)                         0
    Other  Liabilities                                                     77                       (226)
                                                           -------------------       --------------------

  Total Adjustments                                                     ($526)                     ($407)
                                                           -------------------       --------------------

NET CASH - OPERATING ACTIVITIES-
        FORWARD                                                         ($361)                        $0
                                                           -------------------       --------------------

INVESTING ACTIVITIES:
  Capital Expenditures                                                   (412)                      (253)
  Purchase of Investments                                                (199)                      (350)
  Proceeds from Sales of Investments                                      557                        749
   Cash Received from Related Parties                                       0                         15
                                                           -------------------       --------------------

NET CASH - INVESTING ACTIVITIES -
        FORWARD                                                          ($54)                      $161
                                                           -------------------       --------------------
</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,

                                                                        1998                           1997
                                                                        ----                           ----
NET CASH - OPERATING ACTIVITIES -
<S>                                                                       <C>                        <C>    
           FORWARDED                                                       ($361)                        $0
                                                                -----------------       --------------------

NET CASH - INVESTING ACTIVITIES -
           FORWARDED                                                        ($54)                      $161
                                                                -----------------       --------------------

FINANCING ACTIVITIES:
   Borrowings Under the Line of Credit                                       739                      1,400
   Purchase of Treasury Stock and Warrants                                (1,071)                    (1,018)
                                                                -----------------       --------------------
  NET CASH - FINANCING ACTIVITIES                                          ($332)                      $382
                                                                -----------------       --------------------

  NET INCREASE [DECREASE] IN CASH AND CASH EQUIVALENTS                      (747)                       543

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

  CASH AND CASH EQUIVALENTS - END OF PERIODS                                $188                       $953
                                                                =================       ====================

SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid during the periods for:
          Interest                                                           $76                        $17
          Income Taxes                                                        67                        454
</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.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements.  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.

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 and human resources areas and generated
approximately  70% of the Company's  revenue for the three months ended December
31,  1998.  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  approximately 30% of the Company's revenue for the three months ended
December 31, 1998.

            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
                                                                DECEMBER 31,
STATEMENT OF OPERATIONS DATA:                            1998                    1997
-----------------------------                            ----                    ----
<S>                                                      <C>                    <C>    
Revenue                                                  $11,516                $10,213
Income from Operations                                       342                    729
Income Before Income Tax Expense                             292                    741
Income Tax Expense                                           127                    334
Net Income                                                   165                    407
Basic Earnings Per Common Share                            $0.03                  $0.08
Diluted Earnings Per Common Share                          $0.03                  $0.07
</TABLE>

<TABLE>
<CAPTION>

BALANCE SHEET DATA:                                      DECEMBER 31, 1998              SEPTEMBER 30, 1998
-------------------                                      -----------------              ------------------
<S>                                                           <C>                             <C>   
Working Capital                                               $3,116                          $3,794
Total Assets                                                  15,537                          16,735
Total Liabilities                                              8,404                           8,696
Stockholders' Equity                                           7,133                           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  approximately  $11.5  million  for the three
months ended  December 31, 1998 from  approximately  $10.2 million for the three
months ended  December 31, 1997,  an increase of  approximately  $1.3 million or
13%. Revenues from the Company's temporary staffing and consulting division were
approximately $8.1 million for the three months ended December 31, 1998 compared
to  approximately  $5.9  million  for the same  period in 1997,  an  increase of
approximately $2.2 million or 37%. Revenues from the Company's  executive search
and full time contingency  recruitment  division were approximately $3.4 million
for the three months  ended  December 31, 1998  compared to  approximately  $4.3
million for the same period in 1997,  a decrease  of  approximately  $900,000 or
21%.


                                        7
<PAGE>

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


            The increase in revenues  for the three  months  ended  December 31,
1998  compared to the three months ended  December 31, 1997 was primarily due to
the expansion of the Company's temporary staffing/consulting division within the
areas of accounting,  human resource and information  technology.  The Company's
executive search and full time contingency  recruitment  division  experienced a
decrease in revenues for the three months  ended  December 31, 1998  compared to
the same  period in 1997.  The  decreases  were  attributable  to global  events
impacting 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 have  contributed to the decrease
in revenues within the executive  search and full time  contingency  recruitment
business.

            Selling  expenses  for the three  months  ended  December  31,  1998
totaled approximately $9.3 million (81% of revenues) compared with approximately
$7.8 million (76% of revenues) for the three months ended December 31, 1997. The
increase in selling  expenses as a  percentage  of revenue is  primarily  due to
fixed costs  associated  with the  operation of the  executive  search/full-time
contingency  recruitment division offset by a decrease in revenue. This increase
is also  attributable to payroll,  commissions and benefits  associated with the
hiring of  revenue-generating  personnel  within the executive  search/full-time
contingency   recruitment  division.   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 increased to approximately $1.7
million (15% of revenues) for the three months ended  December 31, 1998 compared
to  approximately  $1.6 million (16% of revenues),  for the same period in 1997.
The improvements as a percentage of revenues relate to economies of scale gained
from  a  larger  revenue  base.  In  addition,   the  increase  in  general  and
administrative expenses is primarily a result of additional infrastructure costs
related to business expansion,  including additional office space and the hiring
of additional support personnel within corporate accounting, information systems
and administration.

            Depreciation  and  Amortization  expense  increased to approximately
$165,000 for the three months ended December 31, 1998 compared to  approximately
$115,000  for same  period in 1997.  The  increase is due to  increased  capital
expenditures  incurred during fiscal 1998. The amortization of intangible assets
also contributed to this increase.

            Other Income and  (Expenses) for the three months ended December 31,
1998 totaled  approximately $50,000 of expense compared to approximately $12,000
of income for the same period in 1997.  The  increase in other  expenses was due
primarily to interest expense of approximately  $76,000,  charged for borrowings
under the Company's line of credit.

            Income from  operations  was  approximately  $292,000  for the three
months ended December 31, 1998 compared to approximately  $741,000 for the three
months ended December 31, 1997 primarily due to the above mentioned factors.

            Income Tax Expense for the three months ended  December 31, 1998 was
approximately  $127,000  (43%  effective tax rate)  compared with  approximately
$334,000 (45%  effective  tax rate) for the same period in 1997.  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  approximately  $165,000  for the three  months ended
December 31, 1998 compared to approximately  $407,000 for the three months ended
December 31, 1997.



                                        8
<PAGE>

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


LIQUIDITY AND CAPITAL RESOURCES

            As of December 31, 1998, the Company's sources of liquidity included
approximately $945,000 in cash and cash equivalents and short-term  investments.
The Company's  working  capital was  approximately  $3.1 million at December 31,
1998 compared to approximately $3.8 million at September 30, 1998. The reduction
in working capital resulted primarily from increased borrowings under the credit
facility  described below. The Company has available  approximately  $600,000 of
long-term investments as a source of liquidity if required.

            In February  1998,  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 of the  Company's  assets.  The  agreement  provides  for
borrowings  at 1% above the Dime  Reference  Rate (the  Dime  Reference  Rate at
December 31, 1998 was 8.50%) in amounts not exceeding  80% of eligible  accounts
receivable (as defined  therein) and expires on February 28, 1999, on which date
the outstanding principal amount is required to be repaid. At December 31, 1998,
the Company had borrowed  approximately  $3.8 million under the credit facility.
The Company is currently in negotiations  with the Dime Savings Bank to increase
the  facility  and  modify its terms.  If the  Company is unable to extend  such
facility,  the Company believes that an alternative  facility can be obtained on
substantially similar terms, although there can be no assurance in such regard.

            Cash flows used in operating activities were approximately  $361,000
for the  three  months  ended  December  31,  1998.  The cash  used was  primary
attributable  to the  decrease  in accounts  payable,  accrued  commissions  and
accrued expenses, offset by a decrease in accounts receivable. Cash flow used in
financing   activities  for  the  three  months  ended  December  31,  1998  was
approximately $332,000,  which was primarily due to $739,000 of borrowings under
the line of  credit  offset by the  $1,071,000  used for the  repurchase  of the
Company's Common Stock.

            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 February  11, 1999,  an aggregate of 500,000  shares of common
stock had been  repurchased  for an aggregate  purchase  price of  approximately
$1,135,000.

            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.




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


YEAR 2000 COMPUTER SOFTWARE 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 "00". 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 or related  computer  technologies in the course of its operations that
are essential to its business. The Company has reviewed its computer systems for
compliance  with the  potential  hazards  of the Year 2000  Issue and  presently
believes  that all of its computer  system  software is Year 2000  compliant and
does not expect any material adverse impact on its financial position or results
of operations to arise from Year 2000 Issue  failures of its software.  As would
be the case with other companies in a service industry, a significant failure of
the  computer  systems of a major  client of the  Company  could have a material
adverse effect on the continuing business  relationship of the Company with such
client and the amount of revenue  generated  from such  client.  The  failure of
computer systems maintained by other third parties conducting  business with the
Company  could have a material  adverse  impact on the  Company's  business  and
results of operations.

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 gains and losses from 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.





                                       10
<PAGE>
PART II: OTHER INFORMATION


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











                                       11
<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:  February 11, 1999      /S/ LLOYD B. SOLOMON 
                                      ----------------------------------------
                                      Lloyd B. Solomon, Chief Executive Officer




        Date: February 11, 1999       /S/ ERIC M. DAVIS
                                      -----------------------------------
                                      Eric M. Davis, Chief Financial Officer
                                      Vice President - Finance











                                       12