Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                  For the quarterly period ended June 30, 1999

                                       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
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(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
--------------------------------------------------------------------------------
(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 August 4, 1999, there were
outstanding 4,152,282 shares of the Registrant's Common Stock, $.001 par value.

<PAGE>



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



FORM 10-Q
QUARTERLY REPORT
FOR THE NINE MONTHS ENDED JUNE 30, 1999
--------------------------------------------------------------------------------

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


                          Part I: FINANCIAL INFORMATION

Item 1:                   Financial Statements                       Page Number


Consolidated Balance Sheets as of June 30, 1999
 [Unaudited] and September 30, 1998                                          1

Consolidated Statements of Operations for the three and nine months
ended June 30, 1999 and 1998 [Unaudited]                                     3

Consolidated Statements of Cash Flows for the nine months
ended June 30, 1999 and 1998 [Unaudited]                                     4

Notes to Consolidated Financial Statements [Unaudited]                       6


Item 2:                  Management's Discussion and Analysis of
                         Financial Condition and Results of Operations       7

Item 3:                  Quantitative and Qualitative Disclosures About
                         Market Risk.              Inapplicable

                         Part II: OTHER INFORMATION

Item 6:                  Exhibits and Reports on Form 8-K                   12

SIGNATURES                                                                  13

<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                           THE SOLOMON-PAGE GROUP LTD.
                           CONSOLIDATED BALANCE SHEETS
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                          June 30,              September 30,
                                                            1999                  1998
                                                     ----------------           -------------
                                                       (Unaudited)
ASSETS:
Current Assets:
<S>                                                      <C>                    <C>
  Cash and cash equivalents                              $   869                $   935
  Investments                                                852                    603
  Accounts receivable, net                                10,838                 10,161
  Other current assets                                       406                    246
                                                         -------                -------

 Total current assets                                     12,965                 11,945
                                                         -------                -------

 Property and equipment                                    3,770                  3,228
 Less: accumulated depreciation                            1,535                  1,113
                                                         -------                -------
 Property and Equipment                                    2,235                  2,115
                                                         -------                -------

Other Assets:
  Investments                                                684                  1,112
  Intangible assets, net of accumulated
    amortization of $281 and $195 respectively               933                  1,019
  Deferred tax asset                                         242                    177
  Due from related parties                                   136                    136
  Security deposits                                          114                    128
  Restricted investment                                       34                     34
  Other assets                                               112                     69
                                                         -------                -------

 Total Other Assets                                        2,255                  2,675
                                                         -------                -------

 Total Assets                                            $17,455                $16,735
                                                         =======                =======
</TABLE>

See Notes to Consolidated Financial Statements.

                                       1
<PAGE>
                           THE SOLOMON-PAGE GROUP LTD.
                           CONSOLIDATED BALANCE SHEETS
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                    June 30,                 September 30,
                                                                                      1999                       1998
                                                                                --------------         -------------------
LIABILITIES AND STOCKHOLDERS' EQUITY:                                              (unaudited)
Current Liabilities:
<S>                                                                             <C>                     <C>
  Accrued payroll and commissions                                               $     4,878             $     3,498
  Accounts payable and accrued expenses                                               1,278                     968
  Income taxes payable                                                                  846                     298
  Line of credit                                                                       --                     3,100
  Term loan payable                                                                     500                    --
  Deferred revenue                                                                      499                     131
  Other current liabilities                                                             221                     156
                                                                                -----------             -----------

  Total Current Liabilities                                                           8,222                   8,151
                                                                                -----------             -----------

Long-Term Liabilities:
  Term loan payable, net of current portion                                             875                    --
  Deferred credit                                                                       615                     545
                                                                                -----------             -----------

  Total Liabilities                                                                   9,712                   8,696
                                                                                -----------             -----------

Commitments and Contingencies                                                          --                      --

Stockholders' Equity:
  Preferred stock - $.001 par value;
    2,000,000 shares authorized, none issued or outstanding                            --                      --

  Common stock - $.001 par value; 20,000,000 shares
    authorized, 5,162,282 shares issued and 4,288,482
    and 5,121,282 shares outstanding at June 30, 1999
    and September 30, 1998, respectively                                                  5                       5

  Additional paid-in capital                                                          7,426                   7,426

  Accumulated other comprehensive income                                                  1                      11

  Treasury stock at cost; 873,800 and 41,000 common shares
   at June 30, 1999 and September 30, 1998, respectively                             (1,832)                    (80)

  Retained earnings                                                                   2,143                     677
                                                                                -----------             -----------

  Total Stockholders' Equity                                                          7,743                   8,039
                                                                                -----------             -----------

  Total Liabilities and Stockholders' Equity                                    $    17,455             $    16,735
                                                                                ===========             ===========
</TABLE>

See Notes to Consolidated Financial Statements.

                                       2
<PAGE>
                           THE SOLOMON-PAGE GROUP LTD.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (AMOUNTS IN THOUSANDS, EXCEPT FOR PER
                                 SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                        Three months ended                    Nine months ended
                                                                              June 30,                            June 30,

                                                                     1999              1998               1999               1998
                                                                     ----              ----               ----               ----

<S>                                                            <C>                <C>                <C>                <C>
Revenue                                                        $    16,151        $    11,696        $    40,446        $    33,187
                                                               -----------        -----------        -----------        -----------

Operating Expenses:
   Selling expenses                                                 12,037              9,146             31,598             25,727
   General and administrative                                        2,175              1,926              5,497              5,418
   Depreciation and amortization                                       171                134                508                378
                                                               -----------        -----------        -----------        -----------

  Total Operating Expenses                                          14,383             11,206             37,603             31,523
                                                               -----------        -----------        -----------        -----------

 Income from Operations                                              1,768                490              2,843              1,664
                                                               -----------        -----------        -----------        -----------

Other Income [Expenses]
  Interest and dividend income                                          27                 28                 74                 92
  Interest expense                                                     (56)               (78)              (219)              (141)
  Realized gain/[loss] on investments                                  (10)                 1                (17)                 1
                                                               -----------        -----------        -----------        -----------

  Total Other Income [Expenses]                                        (39)               (49)              (162)               (48)
                                                               -----------        -----------        -----------        -----------

Income Before Income Tax Expense                                     1,729                441              2,681              1,616

Income Tax Expense                                                     800                204              1,215                736
                                                               -----------        -----------        -----------        -----------

  Net Income                                                   $       929        $       237        $     1,466        $       880
                                                               ===========        ===========        ===========        ===========

Basic Earnings Per Common Share                                $      0.21        $      0.05        $      0.32        $      0.17
                                                               ===========        ===========        ===========        ===========
Diluted Earnings Per Common Share                              $      0.20        $      0.04        $      0.30        $      0.14
                                                               ===========        ===========        ===========        ===========
Basic Weighted Average Shares                                    4,405,941          5,131,451          4,636,186          5,131,451
                                                               ===========        ===========        ===========        ===========
Diluted Weighted Average Shares                                  4,753,644          6,150,276          4,913,796          6,091,830
                                                               ===========        ===========        ===========        ===========
</TABLE>


See Notes to Consolidated Financial Statements.

                                       3
<PAGE>

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

                                                                             Nine months ended
                                                                                   June 30,

                                                                         1999                  1998
                                                                         ----                  ----
Operating Activities:
<S>                                                                    <C>                   <C>
  Net income                                                           $ 1,466               $   880
                                                                       -------               -------
  Adjustments to reconcile net income
   to net cash [used for] operating activities:
    Depreciation and amortization                                          508                   377
    Deferred credit                                                         70                    40
    Provision for losses on accounts receivable                           --                     121
    Net realized loss/(gain) on investments                                 19                    (1)
    Deferred taxes                                                         (65)                 --

  Change in assets and liabilities:
  [Increase] decrease in:
    Accounts receivable                                                   (677)               (2,606)
    Other  assets                                                         (203)                 (448)
    Security deposits                                                       14                   (22)

  Increase [decrease] in:
    Accounts payable, accrued expenses, accrued payroll
       and commissions                                                   1,690                 1,364
    Income tax payable                                                     548                   (17)
    Deferred revenue                                                       368                  --
    Other  liabilities                                                      65                  (315)
                                                                       -------               -------

  Total Adjustments                                                    $ 2,337               ($1,507)
                                                                       -------               -------

Net Cash - Operating Activities-
        Forward                                                        $ 3,803               ($  627)
                                                                       -------               -------

Investing Activities:
  Capital expenditures                                                    (542)                 (715)
  Purchase of investments                                                 (399)                 (600)
  Proceeds from sales of investments                                       549                   949
  Cash received from related parties                                       --                     15
                                                                       -------               -------

Net Cash - Investing Activities -
        Forward                                                        ($  392)              ($  351)
                                                                       -------               -------
</TABLE>


See Notes to Consolidated Financial Statements.

                                       4
<PAGE>

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

                                                                          Nine months ended
                                                                               June 30,

                                                                       1999                 1998
                                                                       ----                 ----
Net Cash - Operating Activities -
           Forwarded
<S>                                                                  <C>                   <C>
                                                                     $ 3,803               ($  627)
                                                                     -------               -------

Net Cash - Investing Activities -
           Forwarded                                                 ($  392)              ($  351)
                                                                     -------               -------

                                                                                           .......
Financing Activities:
  Borrowings under the term loan and line of credit                    3,114                 3,100
  Repayments under the term loan and line of credit                   (4,839)                 --
  Purchase of Treasury Stock and Warrants                             (1,752)               (1,054)
  Proceeds from Exercise of Stock Options                               --                      27
                                                                     -------               -------
  Net Cash - Financing Activities                                    ($3,477)              $ 2,073
                                                                     -------               -------

  Net Increase [Decrease] in Cash and Cash Equivalents                   (66)                1,095

Cash and Cash Equivalents - Beginning of Periods                         935                   410
                                                                     -------               -------

  Cash and Cash Equivalents - End of Periods                         $   869               $ 1,505
                                                                     =======               =======

Supplemental Cash Flow Information:
    Cash paid during the periods for:
          Interest                                                   $   219               $   142
          Income Taxes                                               $   768               $   777
</TABLE>


See Notes to Consolidated Financial Statements.

                                       5

<PAGE>



THE SOLOMON-PAGE GROUP LTD.
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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. These unaudited financial statements include the accounts
of The Solomon-Page Group Ltd. and its wholly owned subsidiary.  All significant
intercompany  balances and transactions  have been eliminated in  consolidation.
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,  the accompanying unaudited consolidated financial
statements  included in this Form 10-Q reflect all adjustments,  consisting only
of  normal  recurring  items,   which  are  considered   necessary  for  a  fair
presentation of the results of operations for the periods presented. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the full year.

It is suggested that these financial  statements be read in conjunction with the
audited  financial  statements and notes for the fiscal year ended September 30,
1998 included in The Solomon-Page Group Ltd. Form 10-KSB.

[2] Summary of Significant Accounting Policies

Comprehensive Income - The Company has adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting  Comprehensive  Income," as of October 1,
1998.  SFAS  No.  130  establishes  new  rules  for  reporting  and  display  of
comprehensive  income and its  components,  however it has no material impact on
the  Company's  net  income or total  stockholders'  equity.  Accumulated  other
comprehensive  income presented in the accompanying  consolidated balance sheets
consists  of  the  accumulated  net  unrealized   gains  on   available-for-sale
investments.

Reclassification  - Certain  prior  period  amounts  have been  reclassified  to
conform to the current period presentation.



                                       6
<PAGE>

Item 2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
--------------------------------------------------------------------------------


Overview
             The Company is a  specialty  niche  provider  of staffing  services
organized into two primary operating  divisions:  temporary  staffing/consulting
and   executive   search/full-time   contingency   recruitment.   The  temporary
staffing/consulting division provides services to companies seeking personnel in
the  information  technology,  accounting,  human  resources and legal areas and
generated 60% of the Company's  revenue for the nine months ended June 30, 1999.
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 40% of the
Company's revenue for the nine months ended June 30, 1999.

            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                           Nine Months Ended
                                                     June 30,                                    June 30,
Statement of Operations Data:                 1999                  1998                  1999                 1998
-----------------------------                 ----                  ----                  ----                 ----
<S>                                         <C>                    <C>                 <C>                    <C>
Revenue                                     $16,151                $11,696             $40,446                $33,187
Income from Operations                        1,768                    490               2,843                  1,664
Income Before Income Tax Expense              1,729                    441               2,681                  1,616
Income Tax Expense                              800                    204               1,215                    736
Net Income                                      929                    237               1,466                    880
Basic Earnings Per Common Share               $0.21                  $0.05               $0.32                  $0.17
Diluted Earnings Per Common Share             $0.20                  $0.04               $0.30                  $0.14
</TABLE>

<TABLE>
<CAPTION>

Balance Sheet Data:                                June 30, 1999                            September 30, 1998
-------------------                                -------------                            ------------------
<S>                                                   <C>                                         <C>
Working Capital                                       $ 4,743                                     $ 3,794
Total Assets                                           17,455                                      16,735
Total Liabilities                                       9,712                                       8,696
Stockholders' Equity                                    7,743                                       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 $16.2  million for the three months ended June
30,  1999 from  $11.7  million  for the three  months  ended June 30,  1998,  an
increase of $4.5 million or 38%. Revenues from the Company's  temporary staffing
and  consulting  division  were $8.5 million for the three months ended June 30,
1999  compared to $6.8 million for the same period in 1998,  an increase of $1.7
million  or 25%.  Revenues  from the  Company's  executive  search and full time
contingency  recruitment  division  were $7.7 million for the three months ended
June 30, 1999  compared to $4.9  million for the same period in 1998, a increase
of $2.8 million or 57%.


                                        7
<PAGE>
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS [Continued]


            Revenue  increased  to $40.4  million for the nine months ended June
30, 1999 from $33.2 million for the nine months ended June 30, 1998, an increase
of $7.2  million or 22%.  Revenues  from the  Company's  temporary  staffing and
consulting  division  were $24.3 million for the nine months ended June 30, 1999
compared to $19.3 million for the same period in 1998, an increase of $5 million
or 26%.  Revenues from the Company's  executive search and full time contingency
recruitment  division were $16.1 million for the nine months ended June 30, 1999
compared  to $13.9  million  for the same  period in 1998,  an  increase of $2.2
million or 16%.

            The increase in revenues  from the  Company's  executive  search and
full time contingency  recruitment  division was primarily due to an increase in
demand  for  services  within  the  capital  markets,   information  technology,
accounting  and  healthcare  businesses.  In  addition,  during 1999 the Company
expanded its temporary  staffing/consulting division by providing legal services
to clients  within the New York  metropolitan  area,  which  contributed  to the
increase in revenue.

            Selling  expenses  for the three  months ended June 30, 1999 totaled
$12 million (75% of revenues)  compared  with $9.1 million (78% of revenues) for
the three months ended June 30, 1998. Selling expenses for the nine months ended
June 30, 1999  totaled  $31.6  million  (78% of  revenues)  compared  with $25.7
million (78% of revenues) for the nine months ended June 30, 1998.  The decrease
in selling  expenses as a percentage  of revenue for the three months ended June
30, 1999 is primarily due to increased revenue of 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  were  $2.2  million  (13% of
revenues) and $5.5 million (14% of revenues) for the three and nine months ended
June 30, 1999 respectively,  compared to $1.9 million (16% of revenues) and $5.4
million (16% of revenues),  for the same period in 1998.  For the three and nine
months  ended June 30, 1999  compared to the same  periods in 1998,  general and
administrative expenses have remained relatively constant, but have decreased as
a percentage of revenue primarily as a result of an increase in revenue.

            Depreciation and Amortization  expense for the three and nine months
ended June 30, 1999  totaled  $171,000 and  $508,000  respectively,  compared to
$134,000 and $378,000 for same periods in 1998.  Depreciation  expense increased
principally as a result of capital expenditures made during fiscal 1998.
The amortization of intangible assets associated with certain  acquisitions also
contributed to this increase.

            Income from  operations  was $1,768,000 and $2,843,000 for the three
and nine months  ended June 30,  1999  respectively,  compared  to $490,000  and
$1,664,000  for the three and nine months ended June 30, 1998,  primarily due to
the above mentioned factors.

            Other Income and (Expenses) for the three and nine months ended June
30, 1999  totaled  $39,000 and  $162,000  of expense  respectively,  compared to
$49,000 and $48,000 of expense for the same  periods in 1998.  The  increases in
other  expenses  primarily were due to interest  expense  charged for borrowings
under the Company's line of credit and term loan.

            Income Tax Expense for the three and nine months ended June 30, 1999
was $800,000 (46%  effective tax rate) and  $1,215,000  (45% effective tax rate)
respectively,  compared with $204,000 (46% effective tax rate) and $736,000 (46%
effective tax rate) for the same periods in 1998.

            Net income was $929,000 and $1,466,000 for the three and nine months
ended June 30, 1999  respectively,  compared to $237,000  and  $880,000  for the
three and nine months ended June 30, 1998.



                                        8
<PAGE>
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS [Continued]


Liquidity and Capital Resources

            As of June 30, 1999,  the  Company's  sources of liquidity  included
$1,721,000  in cash and  cash  equivalents  and  short-term  investments,  which
represents an increase of $183,000 compared to September 30, 1998. The Company's
working  capital was $4.7  million at June 30, 1999  compared to $3.8 million at
September 30, 1998.  In addition,  the Company  spent  approximately  $1,752,000
during fiscal 1999 relating to the repurchase of its common stock,  as discussed
below. The Company has available  $684,000 of long-term  investments as a source
of liquidity if required.

            In February  1999,  the Company  entered  into a  $6,500,000  credit
facility  agreement with The Dime Savings Bank. The facility  agreement consists
of a $5,000,000  working  capital line of credit and a term loan of  $1,500,000,
which are  collateralized by all of the Company's assets. The agreement provides
for  borrowings  under the working  capital  line of credit at 1% above the Dime
Reference  Rate and expires on February 28, 2002. The term loan shall be paid in
12  quarterly  installments  commencing  May 31, 1999 and ending on February 28,
2002 and  bears  interest  at 1.25%  above  the Dime  Reference  Rate.  The Dime
Reference  Rate at June 30,  1999 was  8.50%.  At June 30,  1999,  there were no
borrowings  under the working  capital  line of credit,  and $1.375  million was
outstanding under the term loan.

            Net cash provided by operating  activities for the nine months ended
June 30, 1999  improved to $3.8  million  compared to net cash used by operating
activities  of $627,000  for the same period in 1998.  The  increase in net cash
provided by operating  activities resulted primary from increased net income, as
well as a  decrease  in  accounts  receivable,  offset in part by  increases  in
various liability categories. Net cash used in financing activities for the nine
months ended June 30, 1999 was $3,477,000,  which was primarily due to repayment
of $1,725,000 of borrowings under the line of credit and $1,752,000 used for the
repurchase of the Company's Common Stock.

            On July 12, 1999 the company  announced  that it had  completed  the
repurchase  of  1,000,000  shares of its common  stock  under a buyback  program
announced  on  September  14,  1998.  The  aggregate  amount  spent  in order to
repurchase the common stock was $2,248,020. There are 4,152,282 shares of common
stock currently outstanding.

            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.


Year 2000 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".  As a result,  computer  systems and software  used by  government
agencies, utility companies, providers of telecommunication services, suppliers,
and other  third  parties  may need to be upgraded to comply with such Year 2000
requirements or risk system failure or  miscalculations  causing  disruptions of
normal business activities.


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

State of Readiness

           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.  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 is addressed by the Company's  customers,  vendors,  banking
institutions and service utilities. The Company has requested written statements
indicating  whether their systems are Year 2000 compliant,  but has not received
all   responses.   The  Company  is   currently  in  the  process  of  obtaining
representations  from third parties either  directly,  or gathering  information
from publicly available  sources,  indicating that they are Year 2000 compliant.
The Company anticipates  receiving or obtaining  confirmation from third parties
during the third quarter of 1999. Once the Company  receives  confirmation  from
third  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 their failure
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 of its 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  they  may have on the
Company's future results of operations and financial condition.

Costs to Date

            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 not limited to, (i) the  Company's  ability to obtain
alternative  sources of financing or cash should its current sources  operations
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.



                                       10
<PAGE>

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


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 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.





                                       11
<PAGE>
Part II: OTHER INFORMATION


Item 4.     Other Information
                 None

Item 5.     Exhibits and Reports on Form 8-K

          (A)           Exhibits:

                                27    Financial Data Schedule

          (B)           Reports on Form 8-K:  None











                                       12
<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: August 4, 1999    /s/ Lloyd B. Solomon
                                       -----------------------------------------
                                       Lloyd B. Solomon, Chief Executive Officer




               Date:August 4, 1999     /s/ Eric M. Davis
                                       -----------------------------------------
                                       Eric M. Davis, Chief Financial Officer
                                       Vice President - Finance




                                       13