FORM 10-Q/A

                                (Amendment No. 1)

                       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.
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             (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
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(Address of principal executive offices)                       (Zip Code)

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

                                       N/A
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(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.
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FORM 10-Q/A
AMENDMENT NO. 1 TO THE QUARTERLY REPORT
FOR THE THREE MONTHS ENDED DECEMBER 31, 1998
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INDEX
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ITEM 2:             Management's Discussion and Analysis of
                    Financial Condition and Results of Operations         1


SIGNATURES                                                                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%.


                                        1
<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.



                                        2
<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.




                                        3
<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 1900. This is commonly  referred to as the "Year
2000 Issue".  This could cause many computer  applications  to fail or to create
erroneous  results unless  corrective  measures are taken.  The Company utilizes
software  and  related  information  technology  systems  in the  course  of its
operations  that are  essential  to its  business.  The Company has reviewed its
current  software and  information  technology  systems for compliance  with the
potential  hazards  of the Year  2000  Issue  and  presently  believes  the vast
majority of its software and information technology systems are currently,  Year
2000  compliant  or will be so by mid-1999.  The  Company  does not  expect  any
material  adverse  impact on its financial  position or results of operations to
arise  from  Year 2000  failures  of its  software  and  information  technology
systems.

            Ultimately,  the potential impact of the Year 2000 Issue will depend
not only on the Company's internal Year 2000 compliance,  but also on the way in
which the Year 2000 Issue is  addressed  by the  Company's  customers,  vendors,
banking  institutions  and service  utilities.  The Company is  currently in the
process of determining the extent to which it may be vulnerable to any Year 2000
failures  by external  parties  with which the Company  conducts  business.  The
Company plans to request written  confirmations from external parties indicating
whether  their  systems are Year 2000  compliant by  mid-1999.  Once the Company
receives  responses from external parties as to their Year 2000 compliance,  the
Company plans to develop  contingency  plans as it deems necessary based on such
responses.  The efforts of third parties are not within the  Company's  control,
however,  and the  failure of such  third  parties  to remedy  Year 2000  Issues
successfully could result in business disruption,  loss of revenue and increased
operating  costs.  Thus,  the  Company is unable at this time to  determine  the
extent of any  adverse  impact on the  Company of the  failure  of any  external
parties to be Year 2000  compliant.  At the present  time, it is not possible to
determine  whether  any such  events are  likely to occur,  or to  quantify  any
potential  negative impact such events may have on the Company's  future results
of operations and financial condition.

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

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


                                       4
<PAGE>

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.





                                        5
<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:  March 29, 1999         /S/ Lloyd B. Solomon
                                      ----------------------------------------
                                      Lloyd B. Solomon, Chief Executive Officer




        Date:  March 29, 1999         /S/ Eric M. Davis
                                      -----------------------------------
                                      Eric M. Davis, Chief Financial Officer
                                      Vice President - Finance





                                        6