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, 1998

                                       OR

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

For the transition period from _________________________ to ___________________

                         COMMISSION FILE NUMBER 0-24928

                           THE SOLOMON-PAGE GROUP LTD.
--------------------------------------------------------------------------------
             (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  11,  1998,  there  were
outstanding 5,129,285 shares of the Registrant's Common Stock, $.001 par value.

            Transitional Small Business Disclosure Format:

                                Yes / /  No /X/


<PAGE>
THE SOLOMON-PAGE GROUP LTD.
--------------------------------------------------------------------------------
FORM 10-QSB
QUARTERLY REPORT
FOR THE SIX MONTHS ENDED MARCH 31, 1998
--------------------------------------------------------------------------------

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


                          PART I: FINANCIAL INFORMATION

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

Consolidated Balance Sheet as of March 31, 1998 [Unaudited]...................1
Consolidated Statements of Operations for the three months and six months
ended March 31, 1998 and 1997 [Unaudited].....................................3
Consolidated Statements of Cash Flows for the three months and six months
ended March 31, 1998 and 1997 [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, 1998 [UNAUDITED]

<TABLE>
<CAPTION>

ASSETS:
CURRENT ASSETS:
<S>                                                                       <C>
  Cash and Cash Equivalents                                               $611,707
  Investments                                                              600,814
  Accounts Receivable - [Net of Allowances of $156,000]                  9,164,715
  Other Current Assets                                                     689,972
                                                                       -----------

 TOTAL CURRENT ASSETS                                                   11,067,208
                                                                       -----------

 PROPERTY AND EQUIPMENT  [NET OF ACCUMULATED
   DEPRECIATION OF $884,228]                                             1,808,072
                                                                       -----------

OTHER ASSETS:
  Investments                                                            1,051,158
  Intangible Assets - [Net of Accumulated Amortization of $153,023]        711,110
  Due from Related Parties                                                 162,920
  Security Deposits                                                        128,714
  Restricted Investment                                                     34,466
                                                                       -----------

 TOTAL OTHER ASSETS                                                      2,088,368
                                                                       -----------

 TOTAL ASSETS                                                          $14,963,648
                                                                       ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       1
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1998 [UNAUDITED]


LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
  Accrued Payroll and Commissions                               $3,101,060
  Accounts Payable and Accrued Expenses                            805,342
  Income Taxes Payable                                             206,372
  Line of Credit                                                 2,400,000
  Current Portion of Obligations Under Capital Leases               54,281
  Other Current Liabilities                                          3,500
                                                               -----------

  TOTAL CURRENT LIABILITIES                                      6,570,555
                                                               -----------

COMMITMENTS AND CONTINGENCIES                                           --

LONG-TERM LIABILITIES:
  Obligations Under Capital Leases                                   8,938
  Deferred Credit                                                  464,287
                                                               -----------

  TOTAL LONG-TERM LIABILITIES                                      473,225
                                                               -----------

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 Shares
    Issued and 5,129,285 Shares Outstanding                          5,139

  Additional Paid-in Capital                                     8,488,247

  Treasury Stock and Warrants; 10,000 Common Shares;
    1,000,000 Warrants - At Cost                                (1,070,248)

  Retained Earnings                                                496,730
                                                               -----------

  TOTAL STOCKHOLDERS' EQUITY                                     7,919,868
                                                               -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $14,963,648
                                                               ===========

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,
                                                                        ---------                               ---------

                                                               1998                 1997                1998                1997
                                                               ----                 ----                ----                ----

<S>                                                          <C>            <C>                <C>                 <C>        
REVENUE                                                      $11,277,761    $6,274,218         $21,491,189         $11,752,281
                                                             -----------    ----------         -----------         ------------

SELLING EXPENSES                                               8,812,023     4,920,474          16,580,213           8,944,111

GENERAL AND ADMINISTRATIVE                                     1,891,095       964,449           3,492,459           1,950,361

DEPRECIATION AND AMORTIZATION                                    128,963        79,292             243,845             154,108
                                                             -----------    ----------         -----------        -------------

  TOTAL OPERATING EXPENSES                                    10,832,081     5,964,215          20,316,517          11,048,580
                                                             -----------    ----------         -----------        -------------

 INCOME FROM OPERATIONS                                          445,680       310,003           1,174,672             703,701
                                                             -----------    ----------         -----------        -------------

OTHER INCOME [EXPENSES]
  Interest and Dividend Income                                    36,507        33,331              64,249              67,054
  Interest Expense                                               (47,779)      (10,002)            (64,354)            (22,169)
  Net Realized and Unrealized Gain (Loss) on Investments            (598)        3,049                 490              14,678
                                                             -----------    ----------         -----------        -------------

  TOTAL OTHER INCOME [EXPENSES]                                  (11,870)       26,378                 385              59,563
                                                             -----------    ----------         -----------        -------------

INCOME BEFORE INCOME TAX EXPENSE                                 433,810       336,381           1,175,057             763,264

INCOME TAX EXPENSE                                               198,316        80,959             532,656             166,212
                                                             -----------    ----------         -----------        -------------

  NET INCOME                                                    $235,494      $255,422            $642,401            $597,052
                                                             ===========    ==========         ===========        =============

BASIC EARNINGS PER COMMON SHARE                                    $0.05         $0.05               $0.13               $0.12
                                                             ===========    ==========         ===========        =============
DILUTED EARNINGS PER COMMON SHARE                                  $0.04         $0.04               $0.11               $0.11
                                                             ===========    ==========         ===========        =============
BASIC WEIGHTED AVERAGE SHARES                                  5,129,285     5,134,230           5,129,285           5,134,230
                                                             ===========    ==========         ===========        =============
DILUTED WEIGHTED AVERAGE SHARES                                5,969,147     5,759,882           6,052,669           5,574,795
                                                             ===========    ==========         ===========        =============
</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,
                                                                    ---------

                                                             1998                1997
                                                             ----                ----
OPERATING ACTIVITIES:
<S>                                                         <C>                 <C>
  Net Income                                                $642,401            $597,052
                                                         ------------       ------------
  Adjustments to Reconcile Net Income
   to Net Cash [Used for] Operating Activities:
    Depreciation and Amortization                            243,856             154,108
    Provision for losses on Accounts Receivable               31,000               7,000
    Deferred Credit                                           80,424              47,612
    Net Realized and Unrealized Gain on Investments             (490)            (14,678)

  Change in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable                                   (1,817,688)           (755,408)
    Other  Assets                                           (369,330)           (131,132)
    Security Deposits                                          4,458             (24,136)

  Increase [Decrease] in:
    Accounts Payable and Accrued Expenses                    444,414              96,878
    Income Tax Payable                                       (60,732)             82,316
    Other  Liabilities                                      (267,738)             70,650
                                                         ------------       ------------

  Total Adjustments                                      ($1,711,826)          ($466,790)
                                                         ------------       ------------

NET CASH - OPERATING ACTIVITIES-
        FORWARD                                          ($1,069,425)           $130,262
                                                         ------------       ------------

INVESTING ACTIVITIES:
  Capital Expenditures                                      (552,092)           (149,794)
  Purchase of Investments                                   (449,710)         (2,449,740)
  Cash Received from Related Parties                          15,000                 --
  Proceeds from Sales of Investments                         948,655           1,741,911
                                                         ------------       ------------

NET CASH - INVESTING ACTIVITIES -
        FORWARD                                             ($38,147)          ($857,623)
                                                         ------------       ------------
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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

<TABLE>
<CAPTION>

                                                                   Six months ended
                                                                   ----------------
                                                                      March 31,
                                                                      ---------

                                                               1998               1997
                                                               ----               ----

NET CASH - OPERATING ACTIVITIES -
<S>                                                        <C>                  <C>
           FORWARDED                                       ($1,069,425)         $130,262
                                                          -------------        ----------

NET CASH - INVESTING ACTIVITIES -
           FORWARDED                                          ($38,147)        ($857,623)
                                                          -------------       ----------

 .
FINANCING ACTIVITIES:
  Principal Payments Under Capital
    Lease Obligations                                          (36,579)          (60,667)
   Borrowings Under the Line of Credit                       2,400,000               --
  Purchase of Treasury Stock and Warrants                   (1,053,998)          (16,250)
                                                          -------------       ----------

  NET CASH - FINANCING ACTIVITIES                           $1,309,423          ($76,917)
                                                          -------------       ----------

  NET INCREASE [DECREASE] IN CASH AND CASH EQUIVALENTS         201,851          (804,278)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIODS               409,856         2,113,556
                                                          -------------       ----------

  CASH AND CASH EQUIVALENTS - END OF PERIODS                  $611,707        $1,309,278
                                                          =============       ==========

SUPPLEMENTAL DISCLOSURES FOR CASH FLOW INFORMATION:
    Cash paid during the periods for:
          Interest                                             $64,354           $22,169
          Income Taxes                                         615,567           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, 1998 and
the results of its  operations for the three and six months ended March 31, 1998
and 1997 and cash flows for the three and six months  ended  March 31,  1998 and
1997.  The results of operations for the periods  presented are not  necessarily
indicative  of the  results  to be  expected  for the  full  year or  subsequent
periods.

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,
1997 included in The Solomon-Page Group Ltd. Form 10-KSB.

[2] EARNINGS PER COMMON SHARE

The  Financial  Accounting  Standards  Board has issued  Statement  of Financial
Accounting  Standards (SFAS) No. 128, Earnings per Share, which is effective for
financial  statements  issued  for  periods  ending  after  December  15,  1997.
Accordingly,  earnings per share data in the financial  statements for the three
and six months ended March 31, 1998 and 1997 have been  calculated in accordance
with SFAS No. 128.

SFAS No. 128 supersedes Accounting Principles Board Opinion No. 15, Earnings per
Share, and replaces its primary earnings per share with a new basic earnings per
share representing the amount of earnings for the period available to each share
of common stock outstanding  during the reporting  period.  Diluted earnings per
share reflects the amount of earnings for the period  available to each share of
common stock outstanding during the reporting period, while giving effect to all
dilutive potential common shares that were outstanding  during the period,  such
as common shares that could result from the potential  exercise or conversion of
securities  into common stock.  The dilutive  effect of outstanding  options and
warrants and their equivalents is reflected in dilutive earning per share by the
application  of the treasury  stock method which  recognizes the use of proceeds
that could be  obtained  upon  exercise of options  and  warrants  in  computing
diluted  earnings  per share.  It  assumes  that any  proceeds  would be used to
purchase common stock at the average market price during the period. Options and
warrants will have a dilutive  effect only when the average  market price of the
common  stock  during the period  exceeds  the  exercise  price of the option or
warrants.


[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 is a  specialty  niche  provider  of  staffing  services
organized into two primary operating  divisions:  temporary  staffing/consulting
and   executive   search/full-time   contingency   recruitment.   The  temporary
staffing/consulting division provides services to companies seeking personnel in
the information  technology,  accounting and human resources areas and generated
approximately  58% of the  Company's  revenue for the six months ended March 31,
1998. The executive search/full-time  contingency recruitment division comprises
eight lines of business,  including four industry (capital  markets,  publishing
and  new  media,   healthcare  and  fashion   services),   and  four  functional
(information technology,  accounting,  human resources and legal). The executive
search/full-time contingency recruitment division generated approximately 42% of
the Company's revenue for the six months ended March 31, 1998.

            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:                          1998                  1997                  1998                  1997
-----------------------------                          ----                  ----                  ----                  ----
<S>                                                <C>                   <C>                  <C>                    <C>        
Revenue                                            $11,277,761           $6,274,218           $21,491,189            $11,752,281
Income from Operations                                 445,680              310,003             1,174,672                703,701
Income Before Income Tax Expense                       433,810              336,381             1,175,057                763,264
Income Tax Expense                                     198,316               80,959               532,656                166,212
Net Income                                             235,494              255,422               642,401                597,052
Basic Earnings Per Common Share                          $0.05                $0.05                 $0.13                  $0.12
Diluted Earnings Per Common Share                        $0.04                $0.04                 $0.11                  $0.11

BALANCE SHEET DATA:                                   March 31, 1998
-------------------                                   --------------
Working Capital                                         $4,496,653
Total Assets                                            14,963,648
Line of Credit                                            2,400,000
Long-term Debt, Net of Current Maturities                     8,938
Stockholders' Equity                                      7,919,868
</TABLE>

RESULTS OF OPERATIONS

The following  discussion of the  Company's  financial  condition and results of
operations should be read in conjunction with the financial statements and notes
thereto appearing elsewhere in this document.

             Revenue increased to approximately $11,278,000 for the three months
ended March 31, 1998 from  approximately  $6,274,000  for the three months ended
March 31, 1997, an increase of  approximately  $5,004,000 or 80%. Revenue of the
Company's temporary  staffing/consulting  division were approximately $6,591,000
for the three months ended March 31, 1998 compared to  approximately  $3,034,000
for the same period in 1997,  an increase of  approximately  $3,557,000 or 117%.
Revenue of the  Company's  executive  search/full-time  contingency  recruitment
division  experienced  an increase of 45% to  approximately  $4,687,000  for the
three months ended March 31, 1998 compared to  approximately  $3,240,000 for the
same period in 1997.

             Revenue  increased to approximately  $21,491,000 for the six months
ended March 31, 1998 from  approximately  $11,752,000  for the six month  period
ended March 31, 1997, an increase of approximately $9,739,000 or 83%. Revenue of
the  Company's   temporary   staffing/consulting   division  were  approximately
$12,515,000  for the six months ended March 31, 1998  compared to  approximately
$5,730,000 for the same period in 1997, an increase of approximately  $6,785,000
or  118%.  Revenue  of  the  Company's  executive  search/full-time  contingency
recruitment  division  increased  49% to  approximately  $8,976,000  for the six
months ended March 31, 1998 compared to  approximately  $6,022,000  for the same
period in 1997.


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

             The  increase in revenue  for the three and six months  ended March
31,  1998  compared  to the three and six  months  ended  March 31,  1997 of the
Company's  temporary  staffing/consulting  division were due to expansion in the
accounting, human resource and information technology businesses. Revenue of the
Company's   information   technology  temporary   staffing/consulting   business
experienced  significant  increases in revenue to  approximately  $5,604,000 and
$10,769,000  for the three and six months  ended  March 31,  1998  respectively,
compared to  approximately  $2,625,000  and  $5,321,000  for the same periods in
1997, an increase of 113% and 102%, respectively.  The increase was attributable
to the hiring of revenue  generating  personnel as well as the  establishment of
various  customer  relationships.  The increase in revenue for the three and six
months ended March 31, 1998 compared to the three and six months ended March 31,
1997  of  the  Company's  executive  search/full-time   contingency  recruitment
division is primarily  attributable to the expansion of its client base,  strong
demand  for  personnel  from  existing  clients as well as the hiring of revenue
generating personnel. In addition, during the three months ended March 31, 1998,
the Company expanded into providing  administrative  support services to clients
within the New York  metropolitan  area,  which  contributed  to the increase in
revenue.

            Selling  expenses  for the three months ended March 31, 1998 totaled
approximately   $8,812,000  (78%  of  revenues)   compared  with   approximately
$4,920,000 (78% of revenues) for the three months ended March 31, 1997.  Selling
expenses  for  the  six  months  ended  March  31,  1998  totaled  approximately
$16,580,000  (77% of revenues)  compared with  approximately  $8,944,000 (76% of
revenues)  for the six months  ended  March 31,  1997.  The  increase in selling
expenses as a  percentage  of revenue is primarily  related to costs  associated
with payroll requirements within the temporary  staffing/consulting division. In
addition,  costs  associated  with hiring revenue  generating  personnel  within
various lines of business,  contributed  to these  increases.  Selling  expenses
consist  primarily  of  temporary   staffing/consulting  payroll,  salaries  and
commissions of revenue generating  personnel,  employee benefits,  telephone and
advertising.

            General  and  Administrative  expenses  increased  to  approximately
$1,891,000  (17% of revenues) and $3,492,000 (16% of revenues) for the three and
six months ended March 31, 1998 respectively, compared to approximately $964,000
(15% of revenues) and $1,950,000  (17% of revenues) for the three and six months
ended March 31, 1997  respectively.  The  increase is  primarily a result of the
hiring of additional  operating employees and increased expenses associated with
the expansion of the Company's infrastructure support the business.

            Depreciation and  Amortization  expense for the three and six months
ended March 31, 1998 totaled approximately  $129,000 and $244,000  respectively,
compared to approximately $79,000 and $154,000 for the same periods in 1997. The
increase is due to increased  capital  expenditures  during  fiscal 1997 and the
amortization of intangible assets related to the acquisition of trade names.

             Income from  operations was  approximately  $446,000 and $1,175,000
for the three and six months  ended  March 31,  1998  respectively,  compared to
approximately $310,000 and $704,000 for the three and six months ended March 31,
1997. The increases are primarily the result of the above mentioned factors.

            Income Tax Expense for the three and six months ended March 31, 1998
was $198,000  (46%  effective  tax rate) and $533,000  (45%  effective tax rate)
respectively,  compared to $81,000 (24%  effective  tax rate) and $166,000  (22%
effective tax rate) for the same periods in 1997. The lower  effective tax rates
for the three and six months ended March 31, 1997 were primarily a result of net
operating loss carryforwards utilized in those periods.

             Net income was  approximately  $235,000  and $642,000 for the three
and six months  ended March 31,  1998  respectively,  compared to  approximately
$255,000 and $597,000 for the three and six months ended March 31, 1997.


                                        8
<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES

             As of March 31, 1998, the Company's  sources of liquidity  included
approximately   $1,213,000  in  cash  and  cash   equivalents   and   short-term
investments.  The Company's  working capital at March 31, 1998 was approximately
$4,497,000.  In addition, the Company has available approximately  $1,052,000 of
long term investments as a source of liquidity if required.

             On October 31, 1997,  the Company's  Board of Directors  authorized
the  repurchase  of up to 1,000,000 of the Company's  Class A redeemable  common
stock purchase warrants in open market or privately negotiated transactions.  On
February 12, 1998,  the Company  completed the  repurchase of 1,000,000  Class A
redeemable common stock purchase warrants at a cost of $1,053,997.

             In February  1998, the Company  entered into a one year  $4,000,000
demand line of credit  facility  agreement with The Dime Savings Bank,  which is
collateralized  by  all  the  Company's  assets.   The  agreement  provides  for
borrowings at 1% above the Dime Reference Rate (Dime Reference Rate at March 31,
1998 was 8.5%), in amounts not exceeding 80% of eligible accounts receivable (as
defined therein) and expires on February 28, 1999, on which date the outstanding
principal amount is required to be repaid. As of March 31, 1998, the Company had
borrowed   approximately   $2,400,000  under  this  credit  facility,  of  which
approximately  $1,054,000 was used for the  repurchase of the Company's  Class A
redeemable  common  stock  purchase  warrants  and the  balance to fund  current
working capital requirements.

             Cash  flows  used  in  operating   activities  were   approximately
$1,711,000  for the six months ended March 31, 1998. The primary use of cash was
to fund the increase in accounts receivable related to higher revenues. Accounts
receivable  increased  approximately  $1,818,000 compared to September 30, 1997.
Cash  provided by financing  activities  for the six months ended March 31, 1998
was  approximately  $1,309,000,   which  was  primarily  due  to  $2,400,000  of
borrowings  under the line of credit and  $1,054,000  used for the repurchase of
the Company's Class A redeemable common stock purchase warrants

             Capital  expenditures for the remainder of fiscal 1998 are expected
to be  approximately  $250,000,  which will primarily relate to the upgrading of
computers, additional rental space and various leasehold improvements.

             The Company  believes that its current cash position and investment
balances,  together with financing  available under its working capital facility
will be sufficient to support current working capital  requirements for the next
twelve months.

NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

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

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

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


                                        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 April 3,  1998.  Votes  were  cast with  respect  to the
            election of two  directors  to Class II of the Board of Directors to
            serve until the 2001 Annual Meeting of Stockholders as follows:

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

Herbert Solomon           4,239,609                  2,300
Eric M. Davis             4,239,609                  2,300

                         The terms of the following directors of the corporation
            continued  following  the  Annual  Meeting  of  Stockholders:  Lloyd
            Solomon and Joel Klarreich, Class I Directors until 2000; Scott Page
            and Edward Ehrenberg, Class III Directors until 1999.

                        The Stockholders  also ratified the appointment of Moore
            Stephens,  P.C.  as  the  independent  public  accountants  for  the
            Corporation for the fiscal year ending  September 30, 1998 by a vote
            of 4,216,904  shares in favor,  3,100 shares against.  There were no
            abstentions and no broker non-votes with respect to this action.

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 Securities  Exchange Act of 1934, as
amended,  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 11, 1998                   /S/ LLOYD B. SOLOMON
                                      -----------------------------------------
                                      Lloyd B. Solomon, Chief Executive Officer




Date: May 11, 1998                    /S/ ERIC M. DAVIS
                                      -----------------------------------------
                                      Eric M. Davis, Chief Financial Officer
                                      Vice President - Finance



















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