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 MARCH 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  May  6,  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 SIX MONTHS ENDED MARCH 31, 1997
--------------------------------------------------------------------------------
INDEX
--------------------------------------------------------------------------------



                          PART I: FINANCIAL INFORMATION

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


Consolidated Balance Sheet as of March 31, 1997 [Unaudited]....................1

Consolidated Statements of Operations for the three months and six months
ended March 31, 1997 and 1996 [Unaudited]......................................3

Consolidated Statements of Cash Flows for the three months and six months
ended March 31, 1997 and 1996 [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 4:                Submission of Matters to a Vote of Security Holders....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 MARCH 31, 1997 [UNAUDITED]




ASSETS:
CURRENT ASSETS:
  Cash and Cash Equivalents                                          $ 1,309,278
  Short-Term Investments                                               2,032,832
  Accounts Receivable - [Net of Allowance for
   Doubtful Accounts of $96,900]                                       4,908,498
  Other Current Assets                                                   230,248
                                                                     -----------

 TOTAL CURRENT ASSETS                                                  8,480,856
                                                                     -----------

 PROPERTY AND EQUIPMENT  [NET OF ACCUMULATED
   DEPRECIATION AND AMORTIZATION OF $531,922]                            966,652
                                                                     -----------

OTHER ASSETS:
  Intangible Assets - [Net of Accumulated
         Amortization of $78,421]                                        521,180
  Due from Related Parties                                               176,283
  Security Deposits                                                      109,414
  Restricted Investment                                                   34,466
  Other Assets                                                           141,913
                                                                     -----------

 TOTAL OTHER ASSETS                                                      983,256
                                                                     -----------

 TOTAL ASSETS                                                        $10,430,764
                                                                     ===========


See Notes to Consolidated Financial Statements.

                                       1
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1997[UNAUDITED]




LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
  Accrued Salaries and Commissions                                 $  1,557,825
  Accounts Payable and Accrued Expenses                                 509,201
  Income Taxes Payable                                                   82,316
  Current Portion of Obligations Under Capital Leases                    93,053
  Other Current Liabilities                                             163,212
                                                                   ------------

  TOTAL CURRENT LIABILITIES                                           2,405,607
                                                                   ------------

LONG-TERM LIABILITIES:
  Obligations Under Capital Leases                                       65,401
  Deferred Credit                                                       313,604
                                                                   ------------

  TOTAL LONG-TERM LIABILITIES                                           379,005
                                                                   ------------

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                                                  (830,984)
                                                                   ------------

  TOTAL STOCKHOLDERS' EQUITY                                          7,646,152
                                                                   ------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $ 10,430,764
                                                                   ============


See Notes to Consolidated Financial Statements.

                                       2
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                                          MARCH 31,                              MARCH 31,

                                                                      1997              1996              1997              1996
                                                                      ----              ----              ----              ----
                                                                 
<S>                                                              <C>               <C>               <C>               <C>         
REVENUE                                                          $  6,274,218      $  3,472,717      $ 11,752,281      $  6,472,382
                                                                 ------------      ------------      ------------      ------------

SELLING EXPENSES                                                    4,920,474         2,570,403         8,944,111         4,757,650

GENERAL AND ADMINISTRATIVE                                            964,449           835,351         1,950,361         1,807,426

DEPRECIATION AND AMORTIZATION                                          79,292            58,381           154,108           112,896
                                                                 ------------      ------------      ------------      ------------

  TOTAL OPERATING EXPENSES                                          5,964,215         3,464,135        11,048,580         6,677,972
                                                                 ------------      ------------      ------------      ------------

 INCOME [LOSS] FROM OPERATIONS                                        310,003             8,582           703,701          (205,590)
                                                                 ------------      ------------      ------------      ------------

OTHER INCOME [EXPENSES]
  Interest and Dividend Income                                         33,331            36,454            67,054            75,624
  Interest Expense                                                    (10,002)          (13,244)          (22,169)          (27,087)
  Net Realized and Unrealized Gain on Investments                       3,049            49,391            14,678           103,040
                                                                 ------------      ------------      ------------      ------------

  TOTAL OTHER INCOME                                                   26,378            72,601            59,563           151,577
                                                                 ------------      ------------      ------------      ------------

INCOME [LOSS] BEFORE INCOME TAX EXPENSE                               336,381            81,183           763,264           (54,013)

INCOME TAX EXPENSE                                                     80,959              --             166,212              --
                                                                 ------------      ------------      ------------      ------------

  NET INCOME [LOSS]                                              $    255,422      $     81,183      $    597,052      ($    54,013)
                                                                 ============      ============      ============      ============

PRIMARY INCOME [LOSS] PER COMMON SHARE                           $       0.05      $       0.02      $       0.12      ($      0.01)
                                                                 ============      ============      ============      ============

FULLY DILUTED INCOME [LOSS] PER COMMON SHARE                     $       0.05      $       0.02      $       0.11      ($      0.01)
                                                                 ============      ============      ============      ============
</TABLE>
See Notes to Consolidated Financial Statements.

                                       3
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
<TABLE>
<CAPTION>
                                                                                                       SIX MONTHS ENDED
                                                                                                            MARCH 31,

                                                                                                  1997                     1996
                                                                                                  ----                     ----
<S>                                                                                           <C>                       <C>         
OPERATING ACTIVITIES:
  Net Income [Loss]                                                                           $   597,052               ($   54,013)
                                                                                              -----------               -----------
  Adjustments to Reconcile Net Income [Loss]
   to Net Cash [Used for] Operating Activities:
    Depreciation and Amortization                                                                 154,108                   112,896
    Provision for losses on Accounts Receivable                                                     7,000                     2,500
    Deferred Credit                                                                                47,612                     1,446
    Net Realized and Unrealized Gain on Investments                                               (14,678)                 (103,040)

  Change in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable                                                                          (755,408)               (1,511,121)
    Other  Assets                                                                                (131,132)                 (103,224)
    Security Deposits                                                                             (24,136)                   (5,578)

  Increase [Decrease] in:
    Accounts Payable and Accrued Expenses                                                          96,878                   406,125
    Income Tax Payable                                                                             82,316                      --
    Other Liabilities                                                                              70,650                    58,355
                                                                                              -----------               -----------

  Total Adjustments                                                                           ($  466,790)              ($1,141,641)
                                                                                              -----------               -----------

NET CASH - OPERATING ACTIVITIES-
        FORWARD                                                                               $   130,262               ($1,195,654)
                                                                                              -----------               -----------

INVESTING ACTIVITIES:
  Capital Expenditures                                                                           (149,794)                 (113,753)
  Purchase of Investments                                                                      (2,449,740)               (3,050,677)
  Proceeds from Sales of Investments                                                            1,741,911                 1,047,208
  Purchase of Treasury Stock                                                                      (16,250)                     --
  Advances to Related Parties                                                                        --                      (3,487)
  Transfer to Restricted Investment                                                                  --                      (5,281)
                                                                                              -----------               -----------

NET CASH - INVESTING ACTIVITIES -
        FORWARD                                                                               ($  873,873)              ($2,125,990)
                                                                                              -----------               -----------
</TABLE>
See Notes to Consolidated Financial Statements.

                                       4
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
[UNAUDITED]
<TABLE>
<CAPTION>

                                                                                                         SIX MONTHS ENDED
                                                                                                             MARCH 31,

                                                                                                  1997                      1996
                                                                                                  ----                      ----
<S>                                                                                           <C>                       <C>         
NET CASH - OPERATING ACTIVITIES -
           FORWARD                                                                            $   130,262               ($1,195,654)
                                                                                              -----------               -----------

NET CASH - INVESTING ACTIVITIES -
           FORWARD                                                                            ($  873,873)              ($2,125,990)
                                                                                              -----------               -----------


FINANCING ACTIVITIES:
  Principal Payments Under Capital
    Lease Obligations                                                                             (60,667)                  (54,650)
  Payments from Related Parties                                                                      --                       5,000
                                                                                              -----------               -----------

  NET CASH - FINANCING ACTIVITIES                                                             ($   60,667)              ($   49,650)
                                                                                              -----------               -----------

  NET [DECREASE] INCREASE IN CASH                                                                (804,278)               (3,371,294)

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

 CASH AND CASH EQUIVALENTS - END OF PERIODS                                                   $ 1,309,278               $ 1,073,867
                                                                                              ===========               ===========

SUPPLEMENTAL DISCLOSURES FOR CASH FLOW INFORMATION:
    Cash paid during the periods for:
          Interest                                                                            $    22,169               $    27,087
          Income Taxes                                                                        $   136,335                      --
</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 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 March 31, 1997 and
the results of its  operations for the three and six months ended March 31, 1997
and 1996 and cash flows for the six months  ended March 31,  1997 and 1996.  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 5,134,257
and 5,139,285 and to compute fully diluted income [loss] per share was 5,524,662
and 5,139,285 for the three and six month periods ended March 31, 1997 and 1996,
respectively.

[3] RECLASSIFICATION

Certain prior period amounts 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's  business is  organized  into two  primary  operating
divisions:  executive  search  and  contingency  recruitment  as well as interim
staffing  and  consulting.  The  executive  search and  contingency  recruitment
division,  which provides full time placement  services in the fields of capital
markets, accounting and finance, fashion services, information technology, human
resources,  publishing and new media,  legal and managed health care,  generated
approximately  51% of the  Company's  revenue for the six months ended March 31,
1997. The interim staffing and consulting  division,  which provides services to
all companies  seeking  personnel in the  information  technology and accounting
areas,  generated  approximately 49% of the Company's revenue for the six months
ended  March 31,  1997.  The  accounting  interim  staffing  business  commenced
operations during fiscal 1997.


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


<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                                              MARCH 31,                           MARCH 31,
STATEMENT OF OPERATIONS DATA:                                         1997              1996              1997              1996
-----------------------------                                         ----              ----              ----              ----
<S>                                                               <C>               <C>               <C>               <C>        
Revenue                                                           $ 6,274,218       $ 3,472,717       $11,752,281       $ 6,472,382
Income [Loss] from Operations                                         310,003             8,582           703,701          (205,590)
Net Income [Loss]                                                     255,422            81,183           597,052           (54,013)
Primary Income [Loss] Per Common Share                                  $0.05             $0.02             $0.12            ($0.01)

BALANCE SHEET DATA:                                              MARCH 31, 1997
-------------------                                              --------------

Working Capital                                                   $ 6,075,249
Total Assets                                                       10,430,764
Long-term Debt, Net of Current Maturities                              65,401
Stockholders' Equity                                                7,646,152

</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  $6,274,000 for the three month
period ended March 31, 1997 from  approximately  $3,473,000  for the three month
period ended March 31, 1996,  an increase of  approximately  $2,801,000  or 81%.
Revenues  from  the  Company's  executive  search  and  contingency  recruitment
division  experienced  an increase of 35% to  approximately  $3,240,000  for the
three months ended March 31, 1997 compared to  approximately  $2,398,000 for the
same period in 1996. Revenues from the Company's interim staffing and consulting
division were  approximately  $3,034,000  for the three month period ended March
31, 1997 compared to  approximately  $1,074,000  for the same period in 1996, an
increase of approximately $1,960,000 or 182%. Revenue increased to approximately
$11,752,000  for the six month  period  ended March 31, 1997 from  approximately
$6,472,000  for the six month  period  ended  March 31,  1996,  an  increase  of
approximately  $5,280,000 or 82%.  Revenues from the Company's  executive search
and contingency  recruitment division increased 31% to approximately  $6,022,000
for the six months ended March 31, 1997 compared to approximately $4,585,000 for
the same  period in 1996.  Revenues  from the  Company's  interim  staffing  and
consulting division were approximately $5,730,000 for the six month period ended
March 31, 1997 compared to approximately $1,887,000 for the same period in 1996,
an increase of approximately $3,843,000 or 204%.


                                        7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  [CONTINUED]
--------------------------------------------------------------------------------


              The  increase in revenues for the three and six months ended March
31,  1997  compared  to the three and six months  ended  March 31,  1996 for the
Company's  executive  search  and  contingency   recruitment   division  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,  as well as increased
penetration   on  the  West  Coast  within  the  managed  health  care  business
contributed to the increase in revenues for the three and six months ended March
31, 1997. The Company's  information  technology interim staffing and consulting
business experienced  significant increases in revenues for three and six months
ended March 31, 1997 compared to the same periods in 1996.  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.

            Selling  expenses  for the three months ended March 31, 1997 totaled
approximately   $4,920,000  (78%  of  revenues)   compared  with   approximately
$2,570,000 (74% of revenues) for the three months ended March 31, 1996.  Selling
expenses  for  the  six  months  ended  March  31,  1997  totaled  approximately
$8,944,000  (76% of  revenues)  compared  to  approximately  $4,758,000  (74% of
revenues)  for the six months  ended  March 31,  1997.  The  increase in selling
expenses  as a  percentage  of revenues  is  directly  related to the  Company's
interim  staffing and consulting  division,  which incurred startup costs during
fiscal 1997  associated  with the  commencement  of operations in the accounting
interim  staffing  and  consulting  business  in New  York  and  California.  In
addition,  the Company has incurred  costs due to the  retention of senior level
counselors  within  various  segments of the  executive  search and  contingency
recruitment  division.  The Company's  interim staffing and consulting  business
accounted for  approximately  $2,474,000  and  $4,770,000  for the three and six
months  ended March 31,  1997,  respectively.  Such costs  consist  primarily of
payroll relating to interim staffing  requirements,  salaries and commissions of
sales and recruiting personnel, employee benefits, telephone and advertising.

            General  and  Administrative  expenses  increased  to  approximately
$964,000 (15% of revenues) and $1,950,000 (17% of revenues),  respectively,  for
the three and six months ended March 31, 1997 compared to approximately $835,000
(24% of revenues) and $1,807,000 (28% of revenues),  respectively, for the three
and six months  ended  March 31,  1996.  The  improvements  as a  percentage  of
revenues  relates to operating  efficiencies  and economies of scale  associated
with increased revenues.

            Depreciation and  Amortization  expense for the three and six months
ended March 31, 1997  totaled  approximately  $79,000 and  $154,000  compared to
approximately $58,000 and $113,000 for same periods in 1996. The increase is due
to amortization  of intangible  assets related to the acquisition of trade names
and the acquisition of furniture and equipment.

             Income Tax  Expense  for the three and six months  ended  March 31,
1997 were approximately $81,000 and $166,000, respectively, compared with $0 for
the three and six months  ended March 31,  1996.  At  September  30,  1996,  the
Company had net operating  loss  carryforwards  of  approximately  $1,300,000 to
apply to taxable income.  The Company's  effective tax rate for the period ended
March 31, 1997 was  approximately  22%, due to the  application of net operating
loss carryforwards.

            Income from operations was  approximately  $310,000 and $704,000 for
the  three and six  months  ended  March 31,  1997,  respectively,  compared  to
approximately  $9,000 for the three  months ended March 31, 1996 and a loss from
operations  of  approximately  $206,000 for the six months ended March 31, 1996.
The  Company's  operating  results  for the three  months  ended  March 31, 1997
include  charges  of  approximately  $150,000  relating  to the  startup  of its
accounting interim staffing and consulting business.


            Net income was approximately $255,000 and $597,000 for the three and
six months ended March 31, 1997 respectively,  compared to approximately $81,000
for the  three  months  ended  March  31,  1996 and a net loss of  approximately
$54,000 for the six months ended March 31, 1996.


                                        8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  [CONTINUED]
--------------------------------------------------------------------------------


LIQUIDITY AND CAPITAL RESOURCES

             As of March 31, 1997, the Company's  sources of liquidity  included
approximately   $3,342,000  in  cash  and  cash   equivalents   and   short-term
investments.  In  addition,  the Company had  working  capital of  approximately
$6,075,000 at March 31, 1996.

             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 the Dime  Reference  Rate + 1%  (currently  9.25%) 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.  To date,  the  Company  has not made any  borrowings  under this
facility.

             During the first six months of fiscal 1997,  the Company  generated
net cash from operations of approximately $130,000,  resulting primarily from an
increase in earnings. Cash used in investing activities for the six months ended
March 31, 1996 totaled  approximately  $874,000,  most of which was used for the
purchase of short-term investments.

              In April 1997, the Company leased  approximately 9,400 square feet
of  additional  office  space at its current  headquarters.  The minimum  annual
rental and utility  obligations for the additional office space through July 14,
1999 is  approximately  $190,000,  approximately  $300,000  from  July 15,  1999
through  December 31, 2001 and is  approximately  $345,000  from January 1, 2002
through September 30, 2006. The Company anticipates occupying this space in July
1997.

             Capital  expenditures for the remainder of fiscal 1997 are expected
to be  approximately  $300,000,  which will  primarily  relate to the additional
rental space.

             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 to eighteen months.


NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

            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 an impact on the Company's  results of operations or financial
position.

             The Financial Accounting Standards Board [FASB] issued Statement of
Financial  Accounting  Standards  [SFAS] 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.


            The FASB  issued  [SFAS] No. 128,  "Earnings  Per Share" in February
1997.  SFAS No. 128  specified  the  computation,  presentation  and  disclosure
requirements for earnings per share (EPS) for entities with publicly held common
stock or  potential  common  stock.  SFAS No.  128 is  effective  for  financial
statements  for both interim and annual  periods ending after December 15, 1997.
Adoption of SFAB No. 128 will not have a material  impact on the Company's basic
EPS and diluted EPS.


                                        9
<PAGE>
PART II:  OTHER INFORMATION


ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                        The Annual Meeting of  Stockholders  of the  Corporation
            was held on March 31,  1997.  Votes  were cast with  respect  to the
            election of two  directors  to Class I of the Board of  Directors to
            serve until the 2000 Annual Meeting of Stockholders as follows:

                                                     NUMBER OF SHARES OF COMMON
                   NUMBER OF SHARES OF COMMON STOCK  STOCK AS TO WHICH AUTHORITY
NOMINEES           VOTED IN FAVOR                    TO VOTE WAS WITHHELD
--------           --------------                    --------------------

Lloyd B. Solomon    4,640,027                         24,400
Joel A. Klarreich   4,640,027                         24,400


            The  Stockholders  approved  the 1996 Stock Option Plan by a vote of
            2,202,650 in favor,  296,650 shares  against,  the holders of 27,980
            shares abstaining from voting.


                        The Stockholders  also ratified the appointment of Moore
            Stephens,  P.C.  (successor to Mortenson & Associates,  P.C.) as the
            independent  public  accountants  for the Corporation for the fiscal
            year  ending  September  30, 1997 by a vote of  4,631,247  shares in
            favor,   13,900  shares  against,   the  holders  of  19,280  shares
            abstaining from voting.


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

          (A)   EXHIBITS:

                     10.1    Demand Grid Note, dated February 24, 1997 between 
                             the Company and The Dime Savings Bank.

                     10.2    Continuing General Security Agreement, dated 
                             February 24, 1997 between the Company and The Dime 
                             Savings Bank.

                     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:  May 6, 1997      /s/ Lloyd B. Solomon
                                      ----------------------------------------
                                      Lloyd B. Solomon, Chief Executive Officer




              Date:  May 6, 1997      /s/ Eric M. Davis
                                      -----------------------------------
                                      Eric M. Davis, Chief Financial Officer
                                      Vice President - Finance


                                       11