FORM 10-QSB/A

                               (AMENDMENT NO. 2)
                       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, 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 February  6, 1998,  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>
ITEM 2.

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

OVERVIEW

            The Company is a  specialty  niche  provider  of  staffing  services
organized into two primary  operating  divisions:  executive  search / full time
contingency  recruitment and temporary  staffing and  consulting.  The executive
search and full time contingency  recruitment  division comprises 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 42% of the Company's
revenue for the three months ended December 31, 1997. The temporary staffing and
consulting  division  provides  services to companies  seeking  personnel in the
information  technology,  accounting  and human  resources  areas and  generated
approximately  58% of the Company's  revenue for the three months ended December
31, 1997.


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



                                                        THREE MONTHS ENDED
                                                        ------------------
                                                           DECEMBER 31,
                                                           ------------
STATEMENT OF OPERATIONS DATA:                      1997                  1996
-----------------------------                      ----                  ----
Revenue                                        $10,213,428           $5,478,063
Income from Operations                             728,992              393,698
Income Before Income Tax Expense                   741,247              426,883
Income Tax Expense                                 334,340               85,253
Net Income                                         406,907              341,630
Basic Earnings Per Common Share                      $0.08                $0.07
Diluted Earnings Per Common Share                    $0.07                $0.06

BALANCE SHEET DATA:                                      DECEMBER 31, 1997
-------------------                                      -----------------
Working Capital                                             $4,418,004
Total Assets                                                13,663,750
Line of Credit                                               1,400,000
Long-term Debt, Net of Current Maturities                       24,653
Stockholders' Equity                                         7,720,069


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  $10,213,000 for the three months
ended December 31, 1997 from approximately $5,478,000 for the three months ended
December 31, 1996, an increase of approximately $4,735,000 or 86%. Revenues from
the Company's  executive search and full time contingency  recruitment  division
experienced an increase of 54% to approximately  $4,289,000 for the three months
ended December 31, 1997 compared to approximately $2,782,000 for the same period
in 1996.  Revenues from the Company's temporary staffing and consulting division
were  approximately  $5,924,000  for the three  months  ended  December 31, 1997
compared to approximately $2,696,000 for the same period in 1996, an increase of
approximately $3,228,000 or 120%.


                                        2
<PAGE>
      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION [CONTINUED]

         The increase in revenues  for the three months ended  December 31, 1997
compared to the three months ended December 31, 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  temporary  staffing  and  consulting
business  experienced a significant  increase in revenues for three months ended
December  31, 1997  compared to the same  periods in 1996.  The  increases  were
attributable  to the expansion into the accounting and human resource  temporary
staffing  marketplace as well as the hiring of experienced  sales and recruiting
personnel.  In addition,  revenues  from the  Company's  information  technology
temporary staffing and consulting business increased to approximately $5,165,000
for  the  three  months  ended  December  31,  1997  compared  to  approximately
$2,696,000 for the same period in 1996, an increase of 92%.

         Selling  expenses for the three months ended  December 31, 1997 totaled
approximately   $7,768,000  (76%  of  revenues)   compared  with   approximately
$4,024,000  (73% of revenues) for the three months ended  December 31, 1996. The
increase in selling expenses as a percentage of revenue is primarily  related to
costs  associated with payroll  requirements  within the temporary  staffing and
consulting  division.  In addition,  the Company has  incurred  costs due to the
hiring of senior level  counselors  within  various  lines of business.  Selling
expenses  consist  primarily  of  temporary   staffing  payroll,   salaries  and
commissions of sales and recruiting personnel,  employee benefits, telephone and
advertising.

         General  and   Administrative   expenses   increased  to  approximately
$1,601,000  (16% of  revenues)  for the three  months  ended  December  31, 1997
compared to approximately  $986,000 (18% of revenues) for the three months ended
December 31, 1996.  The  improvements  as a  percentage  of revenues  relates to
operating   efficiencies  and  economies  of  scale  associated  with  increased
revenues.  The increase was  primarily a result of hiring  additional  operating
employees and increased expenses  associated with the expansion of the Company's
business.

         Depreciation  and  Amortization  expense  for the  three  months  ended
December  31, 1997  totaled  approximately  $115,000  compared to  approximately
$75,000 for the same period in 1996.  The increase is due to  increased  capital
expenditures  during  fiscal  1997 and the  amortization  of  intangible  assets
related to the acquisition of trade names.

         Income  before taxes  increased 74% to  approximately  $741,000 for the
three months ended December 31, 1997 as compared to  approximately  $427,000 for
the three  months ended  December  31, 1996,  primarily as a result of the above
mentioned factors.

         The effective tax rate increased 125% to 45% for the three months ended
December 31, 1997 compared to 20% for the three months ended  December 31, 1996,
as a result of net operating loss carryforwards utilized in 1996.

         Net  income  was  approximately  $407,000  for the three  months  ended
December 31, 1997 compared to approximately  $342,000 for the three months ended
December 31, 1996. The increase was primarily a result of the factors  described
above.

LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 1997,  the Company's  sources of liquidity  included
approximately   $1,654,000  in  cash  and  cash   equivalents   and   short-term
investments.   The   Company's   working   capital  at  December  31,  1997  was
approximately  $4,418,000  a decrease of  approximately  $1,471,000  compared to
December 31, 1996. The decrease in working capital is primarily  attributable to
the repurchase of 1,000,000 warrants at a cost of $1,053,997, which was financed
through borrowings on the Company's line of credit. In addition, the Company has
available  approximately  $1,052,000  of long  term  investments  as a source of
liquidity if required.

                                        3
<PAGE>

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

         On October 31, 1997,  the Company's  Board of Directors  authorized the
repurchase of up to 1,000,000 of the Company's  Class A redeemable  common stock
purchase  warrants  in open market or  privately  negotiated  transactions.  The
Company  has  completed  the  repurchased  of  1,000,000  warrants  at a cost of
$1,053,997,  which was financed  through  borrowings  on the  Company's  line of
credit.

         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 1% above the Dime Reference Rate (Dime  Reference Rate at December
31, 1997 was 8.5%), 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. As of December 31, 1997,
the Company has borrowed  approximately  $1,400,000  under this credit facility,
most of which was used for the  repurchase of the  Company's  Class A redeemable
common stock purchase  warrants.  The Company is currently in negotiations  with
the Dime Savings Bank to extend the facility on substantially  the same terms as
are  currently in effect for an  additional  one year period.  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.

         During the three months ended December 31, 1997, cash flows provided by
operating activities were approximately $21,000, resulting primarily from higher
earnings.  Cash  provided by  investing  activities  for the three  months ended
December 31, 1997 were  approximately  $161,000,  which was primarily due to the
sale of investments.

         Capital  expenditures  for the remainder of fiscal 1998 are expected to
be  approximately  $400,000,  which will  primarily  relate to the  upgrading of
computers, telephone system and various leasehold improvements.

         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.

NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

         The Financial  Accounting Standards Board ["FASB"] has issued Statement
of Financial  Accounting  Standards,  [SFAS] No. 129, "Disclosure of Information
about Capital  Structure,"  in February  1997.  SFAS No. 129 does not change any
previous disclosure  requirements,  but rather consolidates  existing disclosure
requirements for ease of retrieval.

         The Financial  Accounting  Standards Board ["FASB"] issued Statement of
Financial  Accounting  Standards  ["SFAS"]  No.  130,  "Reporting  Comprehensive
Income." SFAS No. 130 is effective for fiscal years beginning after December 15,
1997. Earlier application is permitted. Reclassification of financial statements
for earlier periods provided for comparative  purposes is required.  The Company
is in the process of determining its preferred format.  The adoption of SFAS No.
130 will have no impact on the  Company's  consolidated  results of  operations,
financial position or cash flows.

         The FASB has issued SFAS No.  131,  "Disclosures  About  Segments of an
Enterprise and Related Information." SFAS No. 131 changes how operating segments
are  reported in annual  financial  statements  and  requires  the  reporting of
selected  information  about  operating  segments in interim  financial  reports
issued to  shareholders.  SFAS No. 131 is effective for periods  beginning after
December  15,  1997,  and  comparative  information  for earlier  years is to be
restated.  SFAS No. 131 need not be applied to interim  financial  statements in
the initial year of its application. The Company is in the process of evaluating
the disclosure  requirements.  The adoption of SFAS No. 131 will have not impact
on the Company's consolidated results of operations,  financial position or cash
flows.


                                        4
<PAGE>
                           THE SOLOMON-PAGE GROUP LTD.
                                   SIGNATURES



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


                                      THE SOLOMON-PAGE GROUP LTD.
                                             (Registrant)




    Date:  May 28, 1998               /S/ LLOYD B. SOLOMON
                                      -----------------------------------------
                                      Lloyd B. Solomon, Chief Executive Officer




    Date: May 28, 1998                /S/ ERIC M. DAVIS
                                      -----------------------------------------
                                      Eric M. Davis, Chief Financial Officer
                                      Vice President - Finance










                                        5