FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996

                                       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  7, 1997,  there were
outstanding 5,129,285 shares of the Registrant's Common Stock, $.001 par value.

            Transitional Small Business Disclosure Format:

                                 Yes_____ No__X__
<PAGE>

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

FORM 10-QSB
QUARTERLY REPORT
FOR THE THREE MONTHS ENDED DECEMBER 31, 1996
--------------------------------------------------------------------------------
INDEX
--------------------------------------------------------------------------------


                          PART I: FINANCIAL INFORMATION

ITEM 1:           Financial Statements                             Page Number
                                                                   -----------

Consolidated Balance Sheet as of December 31, 1996 [Unaudited] ............1
Consolidated Statements of Operations for the three months
ended December 31, 1996 and 1995 [Unaudited] ..............................3
Consolidated Statements of Cash Flows for the three months
ended December 31, 1996 and 1995 [Unaudited] ..............................4
Notes to Consolidated Financial Statements [Unaudited] ....................6


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


                           PART II: OTHER INFORMATION
ITEM 1:   Legal Proceedings...............................................10
ITEM 6:   Exhibits and Reports on Form 8-K................................10
SIGNATURES................................................................11
<PAGE>

PART I. FINANCIAL INFORMATION

        ITEM 1.  FINANCIAL STATEMENTS

THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1996 [UNAUDITED]


ASSETS:
CURRENT ASSETS:
  Cash and Cash Equivalents                                           $1,729,277
  Short-Term Investments                                               1,529,939
  Accounts Receivable - [Net of Allowance for
   Doubtful Accounts of $96,900]                                       4,627,282
  Other Current Assets                                                   177,175
                                                                      ----------

 TOTAL CURRENT ASSETS                                                  8,063,673
                                                                      ----------

 FURNITURE AND EQUIPMENT  [NET OF ACCUMULATED
   DEPRECIATION AND AMORTIZATION OF $468,705]                            916,461
                                                                      ----------

OTHER ASSETS:
  Intangible Assets - [Net of Accumulated
         Amortization of $62,347]                                        537,254
  Due from Related Parties                                               176,283
  Security Deposits                                                       96,885
  Restricted Investment                                                   34,466
  Other Assets                                                           110,127
                                                                      ----------

 TOTAL OTHER ASSETS                                                      955,015
                                                                      ----------

 TOTAL ASSETS                                                         $9,935,149
                                                                      ==========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       1
<PAGE>

THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1996 [UNAUDITED]


LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
  Accrued Salaries and Commissions                                  $ 1,238,624
  Accounts Payable and Accrued Expenses                                 645,321
  Income Taxes Payable                                                   77,926
  Current Portion of Obligations Under Capital Leases                   107,944
  Other Current Liabilities                                             104,735
                                                                    -----------

  TOTAL CURRENT LIABILITIES                                           2,174,550
                                                                    -----------

LONG-TERM LIABILITIES:
  Obligations Under Capital Leases                                       80,071
  Deferred Credit                                                       289,798
                                                                    -----------

  TOTAL LONG-TERM LIABILITIES                                           369,869
                                                                    -----------

COMMITMENTS AND CONTINGENCIES                                              --

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

  Common Stock - Par Value $.001 Per Share;
    Authorized 20,000,000 Shares, 5,139,285 Issued
    less 10,000 Treasury Shares                                           5,139

  Additional Paid-in Capital                                          8,488,247

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

  Accumulated Deficit                                                (1,086,406)
                                                                    -----------

  TOTAL STOCKHOLDERS' EQUITY                                          7,390,730
                                                                    -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 9,935,149
                                                                    ===========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       2
<PAGE>

THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]

                                                         Three Months Ended
                                                            December 31,
                                                         ------------------

                                                        1996            1995
                                                     -----------    -----------

REVENUE                                              $ 5,478,063    $ 2,999,665
                                                     -----------    -----------

SELLING EXPENSES                                       4,023,637      2,187,247

GENERAL AND ADMINISTRATIVE                               985,912        972,075

DEPRECIATION AND AMORTIZATION                             74,816         54,515
                                                     -----------    -----------

  TOTAL OPERATING EXPENSES                             5,084,365      3,213,837
                                                     -----------    -----------

 INCOME [LOSS] FROM OPERATIONS                           393,698       (214,172)
                                                     -----------    -----------

OTHER INCOME [EXPENSES]:
  Interest and Dividend Income                            33,723         39,170
  Interest Expense                                       (12,167)       (13,843)
  Net Realized and Unrealized Gain on Investments         11,629         53,649
                                                     -----------    -----------

  TOTAL OTHER INCOME                                      33,185         78,976
                                                     -----------    -----------

INCOME [LOSS] BEFORE INCOME TAX EXPENSE                  426,883       (135,196)

INCOME TAX  EXPENSE                                       85,253              0
                                                     -----------    -----------

  NET INCOME [LOSS]                                  $   341,630    ($  135,196)
                                                     ===========    ===========

PRIMARY INCOME [LOSS] PER COMMON SHARE               $      0.07    ($     0.03)
                                                     ===========    ===========

FULLY DILUTED INCOME [LOSS] PER COMMON SHARE         $      0.06    ($     0.03)
                                                     ===========    ===========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       3
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]

                                                         Three Months Ended
                                                            December 31,
                                                         ------------------

                                                        1996           1995
                                                     -----------    -----------
OPERATING ACTIVITIES:
  Net Income [Loss]                                  $   341,630    ($  135,196)
                                                     -----------    -----------
  Adjustments to Reconcile Net Income [Loss]
   to Net Cash [Used for] Operating Activities:
    Depreciation and Amortization                         74,816         54,515
    Provision for losses on Accounts Receivable            7,000          7,500
    Deferred Credit                                       23,806            723
    Net Realized and Unrealized Gain on Investments      (12,752)       (53,649)

  Change in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable                                 (474,192)      (734,538)
    Other  Assets                                        (46,273)        29,865
    Security Deposits                                    (11,607)       (15,408)

  Increase [Decrease] in:
    Accounts Payable and Accrued Expenses                (86,203)       493,990
    Income Tax Payable                                    77,926           --
    Other  Liabilities                                    12,173         18,370
                                                     -----------    -----------

  Total Adjustments                                  ($  435,306)   ($  198,632)
                                                     -----------    -----------

NET CASH - OPERATING ACTIVITIES-
        FORWARD                                      ($   93,676)   ($  333,828)
                                                     -----------    -----------

INVESTING ACTIVITIES:
  Capital Expenditures                                   (36,385)       (28,834)
  Purchase of Investments                             (1,306,862)    (3,840,387)
  Proceeds from Sales of Investments                   1,100,000        865,965
  Purchase of Treasury Stock                             (16,250)          --
  Transfer from Restricted Investment                       --           (3,516)
                                                     -----------    -----------

NET CASH - INVESTING ACTIVITIES -
        FORWARD                                      ($  259,497)   ($3,006,772)
                                                     -----------    -----------

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       4
<PAGE>

THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
[UNAUDITED]

                                                         Three Months Ended
                                                            December 31,
                                                         ------------------

                                                        1996           1995
                                                     -----------    -----------

NET CASH - OPERATING ACTIVITIES -
           FORWARDED                                 ($   93,676)   ($  333,828)
                                                     -----------    -----------

NET CASH - INVESTING ACTIVITIES -
           FORWARDED                                 ($  259,497)   ($3,006,772)
                                                     -----------    -----------

FINANCING ACTIVITIES:
  Principal Payments Under Capital
    Lease Obligations                                    (31,106)       (26,817)
  Payments from Related Parties                             --            3,513
                                                     -----------    -----------

  NET CASH - FINANCING ACTIVITIES                    ($   31,106)   ($   23,304)
                                                     -----------    -----------

  NET [DECREASE]  IN CASH AND CASH EQUIVALENTS          (384,279)    (3,363,904)

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

  CASH AND CASH EQUIVALENTS - END OF PERIODS         $ 1,729,277    $ 1,081,257
                                                     ===========    ===========

SUPPLEMENTAL DISCLOSURES FOR CASH FLOW INFORMATION:
    Cash paid during the periods for:
          Interest                                   $    12,167    $    13,843
          Income Taxes                                    19,200           --

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       5
<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
--------------------------------------------------------------------------------

[1] BASIS OF REPORTING

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.

In  the  opinion  of  management,   such  statements   include  all  adjustments
[consisting only of normal recurring items] which are considered necessary for a
fair presentation of the financial  position of the Company at December 31, 1996
and the results of its  operations  for the three months ended December 31, 1996
and 1995 and cash flows for the three months  ended  December 31, 1996 and 1995.
The  results  of  operations  for the  periods  presented  are  not  necessarily
indicative of the results to be expected for the full year.

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of The  Solomon-Page  Group Ltd. and its wholly-owned  subsidiary.  All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.

It is suggested that these financial  statements be read in conjunction with the
audited  financial  statements and notes for the fiscal year ended September 30,
1996 included in The Solomon-Page Group Ltd. Form 10-KSB.

[2] INCOME [LOSS] PER SHARE

Income [Loss] per share of common stock is based on the weighted  average number
of common shares outstanding for each period presented. Common Stock equivalents
are  included  if  dilutive.  The  number  of  weighted  average  common  shares
outstanding  utilized to compute  primary  income [loss] per share was 5,139,175
and 5,139,285 and to compute fully diluted income [loss] per share was 5,412,986
and  5,139,285  for  the  three  months  ended   December  31,  1996  and  1995,
respectively.

[3] RECLASSIFICATION

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


                                        6
<PAGE>

ITEM 2.

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

OVERVIEW

            The  Company is  primarily  engaged  in the  business  of  providing
personnel  placement  services in three sectors:  executive search,  contingency
recruitment and  professional  interim  staffing.  Executive search services are
furnished  in three  industry-specific  categories  in the  publishing,  capital
markets and managed health care markets.  The contingency  recruitment sector of
the  Company's   business   consists  of  four  functional   practices  and  one
industry-specific.  The functional  practices  provide  contingency  recruitment
services to all  companies  seeking  personnel  in the legal,  human  resources,
information  systems  and  accounting  areas.  The  industry-specific   practice
provides  contingency  recruitment  services to the fashion  services  industry.
Interim staffing services are provided to the information systems and technology
marketplace  by  Information  Technology  Partners,  Inc.  (ITP), a wholly-owned
subsidiary of the Company.

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

                                                         Three Months Ended
                                                            December 31,
                                                         ------------------
STATEMENT OF OPERATIONS DATA:                          1996             1995
-----------------------------                          ----             ----
Revenue                                              $5,478,063      $2,999,665
Income [Loss] from Operations                           393,698        (214,172)
Net Income [Loss]                                       341,630        (135,196)
Primary Income [Loss] Per Common Share                    $0.07          ($0.03)
                                                                  
BALANCE SHEET DATA:                                        December 31, 1996
                                                           -----------------
Working Capital                                                $5,889,123
Total Assets                                                    9,335,149
Long-term Debt, Net of Current Maturities                          80,071
Stockholders' Equity                                            7,390,730
                                                   
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  $5,478,000 for the three month
period ended December 31, 1996 from approximately $3,000,000 for the three month
period ended December 31, 1995, an increase of approximately  $2,478,000 or 83%.
Revenues  from  the  Company's  executive  search  and  contingency  recruitment
segments  experienced  an increase of 27% to  approximately  $2,782,000  for the
three months ended  December 31, 1996 compared to  approximately  $2,187,000 for
the same period in 1995.  Revenues of ITP were approximately  $2,696,000 for the
three month period ended  December 31, 1996 compared to  approximately  $813,000
for the same period in 1995, an increase of approximately $1,883,000 or 232%.

            The increase in revenues  for the three  months  ended  December 31,
1996  compared to the three  months ended  December  31, 1995 for the  Company's
executive  search and  contingency  recruitment  sector can be attributed to the
expansion of its client base,  strong demand for personnel from existing clients
and hiring of additional experienced counselors. In addition, the expansion into
the  publishing  and new media  industry and managed health care presence on the
West Coast  contributed  to the  increase in revenues for the three months ended
December  31,  1996.  The  Company's  interim  staffing   business   experienced
significant  increases  in revenues  for three  months  ended  December 31, 1996
compared to the same period in 1995.  The  increases  were  attributable  to the
retention  of  experienced  sales and  recruiting  personnel,  establishment  of
various  customer  relationships  as well as the expansion into new geographical
markets.


                                        7
<PAGE>

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

            Selling  expenses for the three month period ended December 31, 1996
totaled  approximately  $4,031,000 (73% of revenues) compared with approximately
$2,187,000  (73% of revenues) for the three months ended  December 31, 1995. The
increase in selling expenses is directly related to the Company's subsidiary ITP
which contributed  approximately  $2,201,000 for the three months ended December
31, 1996. Such costs consist primarily of payroll relating to temporary staffing
requirements,  salaries  and  commissions  of sales  and  recruiting  personnel,
employee benefits and advertising.

            General  and  Administrative  expenses  increased  to  approximately
$986,000  (18% of revenues)  for the three  months ended  December 31, 1996 from
approximately  $972,000  (32% of revenues ) for the three months ended  December
31, 1995.  The  improvements  as a percentage  of revenues  relates to operating
efficiencies and economies of scale associated with increased revenues.

            Depreciation  and  Amortization  expenses for the three months ended
December  31, 1996  totaled  approximately  $75,000  compared  to  approximately
$55,000  for same  periods  in 1995.  The  increase  is due to  amortization  of
intangible  assets related to the acquisition of trade names and the acquisition
of furniture and equipment.

            Due to the  factors  mentioned  above,  income from  operations  was
approximately  $394,000 for the three months ended December 31, 1996 compared to
a loss from  operations  of  approximately  $214,000  for the three months ended
December 31, 1995.  Net income was  approximately  $342,000 for the three months
ended December 31, 1996 compared to a net loss of approximately $135,000 for the
three month period ended December 31, 1995.

LIQUIDITY AND CAPITAL RESOURCES

            As of December 31, 1996, the Company's sources of liquidity included
approximately   $3,259,000  in  cash  and  cash   equivalents   and   short-term
investments.  In  addition,  the Company had  working  capital of  approximately
$5,889,000 at December 31, 1996. The Company is currently in negotiations with a
lender to establish a credit facility.

            During  the first  three  months of fiscal  1997,  cash flow used by
operations was approximately  $94,000,  resulting  primarily from an increase in
accounts receivable which was partially offset by increased  earnings.  Accounts
receivable increased approximately $474,000 compared to September 30, 1996. Cash
used in  investing  activities  for the three  months  ended  December  31, 1996
totaled  approximately  $259,000,  most of which  was used for the  purchase  of
investments.

            The Company is engaged in final negotiations for an additional 9,400
square feet at its current headquarters at a rental rate similar to that for the
floors it occupies under its existing lease.

            Capital  expenditures  for the remainder of fiscal 1997 are expected
to be  approximately  $350,000,  which will  primarily  relate to the additional
rental space.

            The  Board  of  Directors   authorized  on  December  16,  1996  the
repurchase  of up to 500,000  shares of the  Company's  common stock in the open
market or in privately  negotiated  transactions.  As of December 31, 1996,  the
Company has purchased 10,000 shares of common stock.

            The Company  believes that its current cash position and  investment
balances will be sufficient to support current working capital  requirements for
the next twelve months.

NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

            The Financial  Accounting Standards Board [FASB] issued Statement of
Financial  Accounting Standards [SFAS] No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" in March of 1995,
SFAS No. 121 establishes  accounting  standards for the impairment of long lived
assets, certain identifiable  intangibles,  and goodwill related to those assets
to be held  and  used,  and  for  long-lived  assets  and  certain  identifiable
intangibles  to be  disposed  of.  SFAS  No.  121  is  effective  for  financial
statements  issued for fiscal years beginning after December 15, 1995.  Adoption
of SFAS No.  121 is not  expected  to have a  material  impact on the  Company's
financial statements.


                                        8
<PAGE>

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

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

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


                                        9
<PAGE>

PART II:  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

            Reference  is made to ITEM 3.  LEGAL  PROCEEDINGS  of the  Company's
Annual Report on Form 10-KSB for the fiscal year ended  September 30, 1996,  and
to the description  therein of a civil action  commenced in the Supreme Court of
the State of New York,  County of New York by Information  Technology  Partners,
Inc., a wholly-owned subsidiary of the Company ("ITP"),  against Eastbourne Loss
Prevention, Inc. ("Eastbourne") and a counter-action commenced in the same court
by Eastbourne.

            The parties have agreed to discontinue  the two actions and exchange
mutual general releases.


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

          (A)   EXHIBITS:   27:  FINANCIAL DATA SCHEDULE

          (B)   REPORTS ON FORM 8-K:  NONE


                                       10
<PAGE>

                           THE SOLOMON-PAGE GROUP LTD.
                                   SIGNATURES

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


                                     THE SOLOMON-PAGE GROUP LTD.
                                     -------------------------------------------
                                                      (Registrant)


           Date:  February 10, 1997  /s/ Herbert B. Solomon
                                     -------------------------------------------
                                     Herbert B. Solomon, Chief Executive Officer


           Date:  February 10, 1997  /s/ Eric M. Davis
                                     -------------------------------------------
                                     Eric M. Davis, Chief Financial Officer
                                     Vice President - Finance


                                       11