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 March 31, 2000
                                       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 incorporation                (I.R.S. Employer
or organization)                                             Identification No.)

1140 Avenue of the Americas, New York, NY                          10036
--------------------------------------------------------------------------------
(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 May 12, 2000,  there were
outstanding 4,153,948 shares of the Registrant's Common Stock, $.001 par value.
<PAGE>


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



FORM 10-Q
QUARTERLY REPORT
FOR THE SIX MONTHS ENDED MARCH 31, 2000
--------------------------------------------------------------------------------

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

                          Part I: FINANCIAL INFORMATION

Item 1:     Financial Statements                                     Page Number


Independent Accountants Report                                                1

Consolidated Balance Sheets as of March 31, 2000
[Unaudited] and September 30, 1999                                            2

Consolidated Statements of Operations for the three and six months
ended March 31, 2000 and 1999[Unaudited]                                      4

Consolidated Statements of Cash Flows for the six months
ended March  31, 2000 and 1999 [Unaudited]                                    5

Notes to Consolidated Financial Statements [Unaudited]                        7


Item 2:       Management's Discussion and Analysis of
              Financial Condition and Results of Operations                  10

Item 3:       Quantitative and Qualitative Disclosures About                 14
              Market Risk.

                           Part II: OTHER INFORMATION


Item 1:       Legal Proceedings                                              14

Item 6:       Exhibits and Reports on Form 8-K                               14

SIGNATURES                                                                   15


<PAGE>
                         INDEPENDENT ACCOUNTANT'S REPORT

To the Stockholders and Board of Directors of
   The Solomon-Page Group Ltd.



         We  have  reviewed  the   accompanying   consolidated   balance  sheet,
consolidated statement of operations and consolidated statement of cash flows of
The  Solomon-Page  Group Ltd. and  subsidiary as of March 31, 2000,  and for the
three month period then ended. These consolidated  financial  statements are the
responsibility of the Company's management.

         We conducted our review in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion  regarding the  consolidated  financial  statements
taken as a whole. Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the accompanying  consolidated  financial  statements for
them to be in conformity with generally accepted accounting principles.

         We have  previously  audited,  in accordance  with  generally  accepted
auditing standards, the consolidated balance sheet as of September 30, 1999, and
the related  consolidated  statements of operations,  shareholders'  equity, and
cash  flows for the year then ended [not  presented  herein];  and in our report
dated  November  16,  1999,  we  expressed  an  unqualified   opinion  on  those
consolidated financial statements.  In our opinion, the information set forth in
the accompanying  consolidated balance sheet as of September 30, 1999, is fairly
stated, in all material respects,  in relation to the consolidated balance sheet
from which it has been derived.




                                                 /S/ MOORE STEPHENS, P. C.
                                                 MOORE STEPHENS, P. C.
                                                 Certified Public Accountants.

Cranford, New Jersey
May 11, 2000

<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                                    March 31,             September 30,
                                                                      2000                    1999
                                                                      ----                    ----
                                                                  (Unaudited)
ASSETS:
Current Assets:
<S>                                                                 <C>                    <C>
  Cash and Cash Equivalents                                         $ 1,559                $   580
  Investments                                                           495                    849
  Accounts Receivable - [ Net of Allowances of $320                  14,963                 11,416
   and $280, Respectively ]
  Other Current Assets                                                  426                    391
                                                                    -------                -------

 Total Current Assets                                                17,443                 13,236
                                                                    -------                -------

 Property and Equipment:
  Equipment                                                           2,302                  2,022
  Furniture and Fixtures                                                806                    797
  Leasehold Improvements                                              1,146                  1,103
                                                                    -------                -------

 Totals - At Cost                                                     4,254                  3,922
 Less: Accumulated Depreciation                                       1,975                  1,659
                                                                    -------                -------

 Property and Equipment - Net                                         2,279                  2,263
                                                                    -------                -------

Other Assets:
  Investments                                                           584                    686
  Intangible Assets - [ Net of Accumulated
    Amortization of $412 and $310, Respectively ]                     1,360                  1,444
  Web Site Development Costs                                            236                      0
  Deferred Tax Asset                                                    350                    324
  Due from Related Parties                                              111                    135
  Other Assets                                                          267                    260
                                                                    -------                -------
 Total Other Assets                                                   2,908                  2,849
                                                                    -------                -------

 Total Assets                                                       $22,630                $18,348
                                                                    =======                =======
</TABLE>

See Notes to Consolidated Financial Statements.

                                       2
<PAGE>
                           THE SOLOMON-PAGE GROUP LTD.
                           CONSOLIDATED BALANCE SHEETS
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                           March 31,             September 30,
                                                                             2000                    1999
                                                                       ---------------          --------------
LIABILITIES AND STOCKHOLDERS' EQUITY:                                     (unaudited)
Current Liabilities:
<S>                                                                    <C>                     <C>
  Accrued Payroll and Commissions                                      $     6,937             $     4,607
  Accounts Payable and Accrued Expenses                                      1,642                   1,276
  Income Taxes Payable                                                         628                   1,417
  Line of Credit                                                             1,500                     350
  Term Loan Payable                                                            500                     500
  Deferred Revenue                                                             489                     380
  Other Current Liabilities                                                    355                     576
                                                                       -----------             -----------

  Total Current Liabilities                                                 12,051                   9,106
                                                                       -----------             -----------

Long-Term Liabilities:
  Term Loan Payable - Net of Current Portion                                   500                     750
  Deferred Credit                                                              634                     638
                                                                       -----------             -----------

  Total Long Term Liabilities                                                1,134                   1,388
                                                                       -----------             -----------


Commitments and Contingencies                                                 --                      --
                                                                       -----------             -----------

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

  Common stock - Par Value $.001 Per Share;
    Authorized 20,000,000 Shares, 5,163,948
    Shares Issued and 4,153,948 Shares Outstanding at
   March 31, 2000 and September 30, 1999, Respectively                           5                       5

  Additional Paid-in Capital                                                 7,428                   7,428

  Accumulated Other Comprehensive Income                                       (12)                     (7)

  Treasury Stock At Cost; 1,010,000 Common Shares
   at March 31, 2000 and September 30, 1999, Respectively                   (2,248)                 (2,248)

  Retained Earnings                                                          4,272                   2,676
                                                                       -----------             -----------
  Total Stockholders' Equity                                                 9,445                   7,854
                                                                       -----------             -----------
  Total Liabilities and Stockholders' Equity                           $    22,630             $    18,348
                                                                       ===========             ===========
</TABLE>

See Notes to Consolidated Financial Statements.

                                       3
<PAGE>
                           THE SOLOMON-PAGE GROUP LTD.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (AMOUNTS IN THOUSANDS, EXCEPT FOR PER
                                 SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                   Three months ended                    Six months ended
                                                         March 31,                           March 31,
                                                  2000            1999                2000               1999
                                                  ----            ----                ----               ----

<S>                                         <C>                <C>                <C>                <C>
Revenue                                     $    21,617        $    12,779        $    37,608        $    24,295
                                            -----------        -----------        -----------        -----------

Operating Expenses:
   Selling Expenses                              16,295             10,164             28,788             19,561
   General and Administrative                     2,985              1,710              5,364              3,322
   Depreciation and Amortization                    225                172                417                337
                                            -----------        -----------        -----------        -----------

  Total Operating Expenses                       19,505             12,046             34,569             23,220
                                            -----------        -----------        -----------        -----------

 Income from Operations                           2,112                733              3,039              1,075
                                            -----------        -----------        -----------        -----------

Other Income [Expenses]
  Interest and Dividend Income                       24                 21                 59                 47
  Interest Expense                                  (89)               (87)              (152)              (163)
  Realized Gain/(Loss) on Investments                 1                 (7)                 2                 (7)
                                            -----------        -----------        -----------        -----------

  Total Other [Expenses]                            (64)               (73)               (91)              (123)
                                            -----------        -----------        -----------        -----------

Income Before Income Tax Expense                  2,048                660              2,948                952

Income Tax Expense                                  947                288              1,353                415
                                            -----------        -----------        -----------        -----------

  Net Income                                $     1,101        $       372        $     1,595        $       537
                                            ===========        ===========        ===========        ===========

Basic Earnings Per Common Share             $      0.27        $      0.08        $      0.38        $      0.11
                                            ===========        ===========        ===========        ===========
Diluted Earnings Per Common Share           $      0.24        $      0.08        $      0.35        $      0.11
                                            ===========        ===========        ===========        ===========
Basic Weighted Average Shares                 4,153,948          4,607,036          4,153,948          4,750,289
                                            ===========        ===========        ===========        ===========
Diluted Weighted Average Shares               4,612,060          4,893,878          4,576,527          4,993,393
                                            ===========        ===========        ===========        ===========
</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>

                                                                           Six months ended
                                                                               March 31,

                                                                       2000                  1999
                                                                       ----                  ----
Operating Activities:
<S>                                                                  <C>                  <C>
  Net Income                                                         $ 1,595              $   537
                                                                     -------              -------
  Adjustments to Reconcile Net Income
   to Net Cash Provided by [Used for] Operating Activities:
    Depreciation and Amortization                                        418                  337
    Deferred Credit                                                       (4)                  47
    Net Realized (Gain)/Loss on Investments                               (2)                   7
    Deferred Taxes                                                       (26)                 (65)

  Change in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable                                               (3,547)                (308)
    Other  Assets                                                        (37)                (120)

  Increase [Decrease] in:
    Accounts Payable, Accrued Expenses, Accrued Payroll
       and Commissions                                                 2,696                 (302)
    Income Tax Payable                                                  (789)                 401
    Deferred Revenue                                                     109                  335
    Other Liabilities                                                   (221)                  93
                                                                     -------              -------

  Total Adjustments                                                  ($1,403)             $   425
                                                                     -------              -------


Net Cash - Operating Activities                                      $   192              $   962
                                                                     -------              -------

Investing Activities:
  Capital Expenditures                                                  (332)                (521)
  Purchase of Investments                                               (200)                (399)
  Proceeds from Sales of Investments                                     648                  549
   Acquisitions of and Additions to Trade Names                          (17)                   0
   Web Site Development Costs                                           (236)                   0
   Cash Received from Related Parties                                     24                    0
                                                                     -------              -------

Net Cash - Investing Activities                                      ($  113)             ($  371)
                                                                     -------              -------
</TABLE>


See Notes to Consolidated Financial Statements.

                                       5
<PAGE>
                           THE SOLOMON-PAGE GROUP LTD.
                CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                        Six months ended
                                                                           March 31,

                                                                  2000                  1999
                                                                  ----                  ----

Financing Activities:
<S>                                                              <C>                     <C>
   Borrowings Under Term Loan and Line of Credit                 5,125                   239
   Repayments Under Term Loan and Line of Credit                (4,225)                    0
  Purchase of Treasury Stock and Warrants                            0                (1,232)
                                                               -------               -------
  Net Cash - Financing Activities                              $   900               ($  993)
                                                               -------               -------

  Net Increase [Decrease] in Cash and Cash Equivalents             979                  (402)

Cash and Cash Equivalents - Beginning of Periods                   580                   935
                                                               -------               -------

  Cash and Cash Equivalents - End of Periods                   $ 1,559               $   533
                                                               =======               =======

Supplemental Cash Flow Information:
    Cash paid during the periods for:
          Interest                                             $   151               $   163
          Income Taxes                                         $ 2,157               $    80
</TABLE>


See Notes to Consolidated Financial Statements.

                                       6
<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. 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,
1999 included in The Solomon-Page Group Ltd. Form 10-K.

[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.

[3] Business Segments

Business  Segments - The Company is a provider of  staffing  services  organized
into two primary  operating  divisions:  temporary  staffing and  consulting and
executive search and full-time contingency  recruitment.  The temporary staffing
and consulting  division provides services to companies seeking personnel in the
information technology,  accounting,  human resources,  legal and banking areas.
The executive search and full-time  contingency  recruitment  division comprises
ten lines of business, including five industry [ capital markets, publishing and
new media,  healthcare,  fashion  services  and  banking],  and five  functional
[information technology,  accounting,  human resources, legal and administrative
support].


                                       7
<PAGE>

THE SOLOMON-PAGE GROUP LTD.

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

[3] Business Segments [Continued]

The Company evaluates  performance based on the segments' profit from operations
before unallocated corporate overhead.
<TABLE>
<CAPTION>

                                                 Three Months Ended                          Three Months Ended
                                                    March 31, 2000                              March 31, 1999
                                            Staffing              Search              Staffing              Search
                                            --------              ------              --------              ------
<S>                                         <C>                  <C>                  <C>                  <C>
Revenues                                    $ 9,900              $11,700              $ 7,800              $ 5,000
Segment profit                                  956                1,939                  591                  616
Segment Assets                                7,895                9,260                5,875                6,891
</TABLE>

<TABLE>
<CAPTION>

                                                  Six Months Ended                          Six Months Ended
                                                   March 31, 2000                            March 31, 1999
                                            Staffing             Search               Staffing              Search
                                            --------             ------               --------              ------
<S>                                         <C>                  <C>                  <C>                  <C>
Revenues                                    $19,100              $18,500              $15,900              $8,400
Segment profit                                1,375                2,787                  754                 787
</TABLE>


A  reconciliation  of combined  segment profit to consolidated  net income is as
follows:
<TABLE>
<CAPTION>

                                                  Three Months Ended                         Six Months Ended
                                                       March 31,                                March 31,
                                              2000                1999                 2000                 1999
                                              ----                ----                 ----                 ----
<S>                                         <C>                  <C>                  <C>                  <C>
Total profit for reportable segments        $2,895               $1,207               $4,162               $1,541
Interest expense                               (89)                 (87)                (152)                (163)
Corporate overhead                            (758)                (460)              (1,062)                (426)
Income tax expense                            (947)                (288)              (1,353)                (415)
Net income                                   1,101                  372                1,595                  537
</TABLE>



                                       8
<PAGE>
THE SOLOMON-PAGE GROUP LTD.

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

[4] Subsequent Event

            On March 31, 2000, the Company  announced that it had entered into a
definitive  agreement  under which a Management  Group would acquire,  through a
one-step cash merger (the "Merger"), all of the outstanding publicly held Common
Stock  at a price  of $4.25  per  share.  On  April  7,  2000,  William  Straub,
purportedly a stockholder of the Company, filed a class action complaint against
the Company and each of the Company's  directors in the Court of Chancery of the
State of Delaware in and for New Castle  County.  The complaint  alleges,  among
other things,  that: (i) the Merger is in furtherance of a wrongful plan to take
private the Company in a transaction that is inherently  unfair to them and is a
product of the Management Group's conflict of interest,  and (ii) the defendants
have violated their duty of fair dealing,  as well as their fiduciary  duties to
the  stockholders of the Company.  The complaint  seeks,  among other things,  a
judgement (i) certifying  that the lawsuit may be maintained as a class actions,
(ii)  granting   preliminary  and  permanent   injunctive   relief  against  the
consummation  of the  Merger,  (iii) in the  event the  Merger  is  consummated,
rescinding  the Merger or  awarding  rescissory  damages  to the  members of the
purported  class,  (iv)  ordering  the  defendants  to pay to the members of the
purported class damages suffered and to be suffered by them as a result of these
alleged wrongs, and (v) awarding the plaintiff costs, including counsel fees and
expert fees.  The Company and the defendant  directors have not yet responded to
the complaint.

                                       9
<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, legal and banking areas
and generated  51% of the  Company's  revenue for the six months ended March 31,
2000  (58%  for the  fiscal  year  ended  September  30,  1999).  The  executive
search/full-time   contingency  recruitment  division  comprises  ten  lines  of
business,  including five industry (capital  markets,  publishing and new media,
healthcare,  fashion  services and banking),  and five  functional  (information
technology,  accounting, human resources, legal and administrative support). The
executive search/full-time contingency recruitment division generated 49% of the
Company's  revenue  for the six months  ended March 31, 2000 (42% for the fiscal
year ended September 30, 1999).

            On March 31, 2000, the Company  entered into a definitive  agreement
under which a management  group would  acquire,  through a one-step cash merger,
all of the outstanding publicly held Common Stock at a price of $4.25 per share.
The transaction was approved by the Company's Board of Directors  (whose members
include the management  group),  acting upon the unanimous  recommendation  of a
Special  Committee  of  the  Board  comprising  two  independent,   unaffiliated
directors.  In reaching its decision,  the Special  Committee was advised by its
financial  advisor,  Legg  Mason Wood  Walker,  Incorporated,  which  rendered a
written  opinion that the merger price is fair from a financial point of view to
the holders of Common Stock (other than the members of the management group). In
light of the recent  developments  involving the Company  discussed  below under
"Results of  Operations,"  including the  substantial  increase in the Company's
earnings  for the three  months  ended March 31,  2000,  in part the result of a
single transaction within the capital markets division, and the recent departure
of key personnel,  the Special Committee and its financial advisor are currently
reassessing the merger terms. There can be no assurance that the proposed merger
will be  consummated  on its existing  terms or on any revised terms that may be
agreed upon by the management group and the Special Committee.

            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                   Six Months Ended
                                                         March 31,                            March 31,
Statement of Operations Data:                    2000               1999              2000              1999
-----------------------------                    ----               ----              ----              ----
<S>                                             <C>               <C>               <C>               <C>
Revenue                                         $21,617           $12,779           $37,608           $24,295
Income from Operations                            2,112               733             3,039             1,075
Income Before Income Tax Expense                  2,048               660             2,948               952
Income Tax Expense                                  947               288             1,353               415
Net Income                                        1,101               372             1,595               537
Basic Earnings Per Common Share                 $  0.27           $  0.08           $  0.38           $  0.11
Diluted Earnings Per Common Share               $  0.24           $  0.08           $  0.35           $  0.11
</TABLE>
<TABLE>
<CAPTION>

Balance Sheet Data:                           March 31, 2000             September 30, 1999
-------------------                           --------------             ------------------
<S>                                              <C>                          <C>
Working Capital                                  $ 5,392                      $ 4,130
Total Assets                                      22,630                       18,348
Total Liabilities                                 13,185                       10,494
Stockholders' Equity                               9,445                        7,854
</TABLE>


                                       10
<PAGE>


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

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 $21.6 million for the three months ended March
31,  2000 from $12.8  million for the three  months  ended  March 31,  1999,  an
increase  of $8.8  million  or 69%.  The  increase  comprised  $2.1  million  in
temporary staffing and consulting, and $6.7 million in executive search and full
time contingency and recruitment, and was the result of factors described below.

            Revenue  increased  to $37.6  million for the six months ended March
31, 2000 from $24.3 million for the six months ended March 31, 1999, an increase
of $13.3  million or 55%.  The  increase  comprised of $3.2 million in temporary
staffing and  consulting,  and $10.1  million in executive  search and full time
contingency and  recruitment,  and was the result of factors  further  described
below.

            Revenues  from  the  Company's  temporary  staffing  and  consulting
business  were $9.9  million and $19.1 for the three and six months  ended March
31, 2000  respectively,  compared to $7.8 million and $15.9 million for the same
periods in 1999,  an  increase of $2.1  million or 27% and $3.2  million or 21%,
respectively.   The  temporary  staffing  and  consulting  business  experienced
increases  in  revenue  within  the  accounting  and human  resources  divisions
compared to the prior period.  In addition,  the Company's  expansion to provide
temporary  staffing  to  companies  seeking  personnel  in the legal and banking
fields, which commenced  operations during 1999,  contributed to the increase in
revenue.  The  information  technology  division  experienced  a 6%  decrease in
revenue for the six months  ended March 31, 2000  compared to the same period in
1999. At the end of the period,  several key personnel who supported the largest
customer of the information  technology  division left the Company's employ. The
Company  understands  that such personnel have entered into competition with the
Company.  The Company anticipates that its information  technology division will
be adversely  affected by such departures,  but is presently unable to determine
the extent of such effect.

            Revenues  from  the  Company's   executive   search  and  full  time
contingency  recruitment business were $11.7 million and $18.5 for the three and
six months ended March 31, 2000  compared to $5 million and $8.4 million for the
same periods in 1999,  an increase of $6.7 million or 134% and $10.1  million or
120%  respectively.  All  divisions  within the  executive  search and full time
contingency  recruitment business  experienced  increases in revenue for the six
months  ended  March 31, 2000  compared to the same period in 1999.  The capital
markets,  publishing and new media, banking and accounting divisions contributed
the largest increases in revenue during the six months ended March 31, 2000. The
Company believes the results were favorably  impacted by the strong U.S. economy
and  extraordinarily low unemployment rate. Revenues for the quarter ended March
31,  2000 were  favorably  impacted by a single  transaction  within the capital
markets division that resulted in $3.05 million in revenue for the Company.  The
transaction  resulted in more than seven times the amount of revenue produced by
any single previous  transaction by the Company. The Company does not anticipate
any similar  large  transaction  or any  increase  in  revenues  related to this
transaction or the customer from which the revenue was derived.

            Selling  expenses  for the three and six months ended March 31, 2000
totaled  $16.3  million  (75% of revenues)  and $28.8  million (77% of revenues)
compared  with  $10.1  million  (80% of  revenues)  and  $19.6  million  (81% of
revenues)  for the same  periods in 1999.  The  increase  in selling  expense is
primarily  the result of increased  commissions  earned by personnel  within the
executive  search  and full time  contingency  recruitment  business  related to
increases in revenue. In addition,  compensation expenses of temporary personnel
as well as increases in employee benefits contributed to the increase in selling
expenses.

                                       11

<PAGE>

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

            General  and  Administrative  expenses  for the three and six months
ended March 31, 2000 were $3 million (14% of revenues)  and $5.4 million (14% of
revenues)  respectively  compared to $1.7  million  (14% of  revenues)  and $3.3
million  (14% of  revenues)  for the same  periods  in  1999.  The  increase  is
primarily a result of additional  infrastructure costs, which include additional
office space and the hiring of support  personnel within  corporate  accounting,
information  systems and  administration.  The Company has incurred  $150,000 of
expense  relating to the  development  of its web site,  which is expected to be
operational during the second quarter of 2000. In addition,  included in general
and  administrative  expenses  are  approximately  $630,000 of one-time  charges
relating to the pending management buyout.

            Depreciation and  Amortization  expense for the three and six months
ended March 31, 2000 totaled  $225,000 and  $417,000  respectively,  compared to
$172,000  and  $337,000  for the  same  periods  in 1999.  Depreciation  expense
increased  principally  as a result of capital  expenditures  made during fiscal
1999. The amortization of intangible assets associated with certain acquisitions
also contributed to this increase.

            Income from  operations  was $2,112,000 and $3,039,000 for the three
and six months  ended March 31,  2000  respectively,  compared  to $733,000  and
$1,075,000  for the same periods in 1999. The increases are primarily due to the
factors  mentioned in the first four  paragraphs of this section.  The impact of
the  aforementioned  transaction  within the capital markets division as well as
the  expenses  relating to the pending  management  buyout were  significant  to
income from operations. These above referenced events resulted in an increase to
income from operations of approximately  $570,000 for the six months ended March
31, 2000.

            Income Tax Expense for the three and six months ended March 31, 2000
was $947,000 (46%  effective tax rate) and  $1,353,000  (46% effective tax rate)
respectively  compared with $288,000 (44%  effective tax rate) and $415,000 (44%
effective tax rate) for the same periods in 1999.  The increase in the Company's
effective  tax rate was due to an increase in certain  non-deductible  expenses,
including  a portion of meals,  entertainment  and  premiums  on key person life
insurance policies.

            Net  income for the three and six months  ended  March 31,  2000 was
$1,101,000 and $1,595,000 respectively compared to $372,000 and $537,000 for the
same periods in 1999, due to the factors  mentioned in the first four paragraphs
of this section.

Liquidity and Capital Resources

            As of March 31, 2000 the  Company's  sources of  liquidity  included
approximately   $2.1  million  in  cash  and  cash  equivalents  and  short-term
investments.  The Company's  working  capital was $5.4 million at March 31, 2000
compared to $4.1  million at  September  30,  1999.  The  Company has  available
$584,000 of long-term investments as a source of liquidity if required.

            In February  1999,  the Company  entered into a $6.5 million  credit
facility  agreement with The Dime Savings Bank. The facility  agreement consists
of a $5 million  working capital line of credit and a term loan of $1.5 million,
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 March 31,  2000 was 9%. At March 31,  2000,  there  were $1.5
million of borrowings  under the working capital line of credit,  and $1 million
was  outstanding  under the term loan. The credit  facility  agreement  contains
various  covenants  among,  which are minimum  working  capital and tangible net
worth requirements and a provision restricting payment of dividends in excess of
50% of net profits.


                                       12
<PAGE>

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

Net cash  provided by  operating  activities  for the six months ended March 31,
2000 was  $192,000  compared to net cash  provided by  operating  activities  of
$962,000 for the same period in 1999. Net cash used by investing  activities was
$113,000  for the six months ended March 31, 2000,  which was  primarily  due to
capital  expenditures  of $332,000,  purchase of investments of $200,000 and Web
Development  costs of $236,000  offset by proceeds from sales of  investments of
$648,000.  Net cash  provided in financing  activities  for the six months ended
March  31,  2000 was  $900,000,  which was due to  borrowings  under the line of
credit.

            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

            Prior  to  January  1,  2000,  there  was a great  deal  of  concern
regarding the ability of computers to adequately  distinguish 21st century dates
from 20th century dates due to the  two-digit  date fields used by many systems.
Most  reports  to date,  however,  are that  computer  systems  are  functioning
normally and the compliance and remediation work accomplished leading up to 2000
was effective to prevent any problems.

            To date the Company has not experienced  such problems,  nor has the
Company  incurred  material  costs or expenses  relating to the Year 2000 issue,
either on its own  account or in ensuring  that its key  vendors,  suppliers  or
customers were Year 2000 compliant.  Computer experts have warned, however, that
there may still be residual  consequences  of the change in centuries.  Any such
residual consequences could result in information technology system and software
failure,  the  corruption or loss of data  contained in the  Company's  internal
information system, and failures affecting the Company's key vendors,  suppliers
and  customers.  This in turn may lead to legal action,  and may otherwise  also
have a material adverse effect on the Company's business,  results of operations
or financial condition.

Impact of Inflation

            Inflation  has not been a major  factor  in the  Company's  business
since inception. There can be no assurances that this will continue.


New Authoritative Accounting Pronouncements

            The Financial  Accounting  Standards  Board ["FASB"] issued SFAS No.
137 "Accounting for Derivative  Instruments and Hedging  Activities-Deferral  of
Effective Date of FASB  Statements No. 133." This statement  defers for one year
the effective date of FASB Statement No. 133, "Accounting Derivative Instruments
and Hedging  Activities."  The rule now will apply to all fiscal quarters of all
fiscal years  beginning  after June 15, 2000. In June 1998, the FASB issued SFAS
No. 133,  "Accounting for Derivative  Instruments and Hedging Activities," which
is required to be adopted in years beginning after June 15, 1999. This statement
permits  early  adoption as of the  beginning  of any fiscal  quarter  after its
issuance.  This statement will require the Company to recognize all  derivatives
on the  balance  sheet at fair  value.  Derivatives  that are not hedges must be
adjusted to fair value through income.  If the derivative is a hedge,  depending
on the nature of the hedge, changes in the fair value of derivatives will either
be offset against the change in fair value of the hedged assets, liabilities, or
firm commitments  through earnings or recognized in other  comprehensive  income
until the hedged item is recognized in earnings.  The  ineffective  portion of a
derivative's  change in fair value will be  immediately  recognized in earnings.
The  Company has not yet  determined  what the effect of SFAS No. 133 will be on
the earnings and financial position of the Company.


                                       13
<PAGE>

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

            Certain  financial  instruments  held by the Company,  such as cash,
cash  equivalents  and accounts  receivable  arising in the  ordinary  course of
business, may subject the Company to concentrations of credit risk.

            While the Company seeks to place its cash and cash  equivalents with
high  credit-quality  financial  institutions,  the Company is still  exposed to
credit risk for  uninsured  amounts held by such  institutions.  Such  uninsured
amounts subject to credit risk totaled approximately $594,000 at March 31, 2000.
The Company does not expect its exposure to such credit risk to cause a material
adverse effect on its financial condition or results of operation.

            The Company believes that credit risk related to accounts receivable
is limited due to the large  number of Fortune  1000  companies  comprising  the
Company's  customer  base and the  diversified  industries  in which the Company
operates.  While the Company does not require collateral on accounts  receivable
or other financial instruments,  it does not believe that its exposure to credit
risk  relating to its  accounts  receivable  will  result in a material  adverse
effect on its financial condition or results of operations.


Part II: OTHER INFORMATION

Item 1.     Legal Proceedings

            On March 31, 2000, the Company  announced that it had entered into a
definitive  agreement  under which a Management  Group would acquire,  through a
one-step cash merger (the "Merger"), all of the outstanding publicly held Common
Stock  at a price  of $4.25  per  share.  On  April  7,  2000,  William  Straub,
purportedly a stockholder of the Company, filed a class action complaint against
the Company and each of the Company's  directors in the Court of Chancery of the
State of Delaware in and for New Castle  County.  The complaint  alleges,  among
other things,  that: (i) the Merger is in furtherance of a wrongful plan to take
private the Company in a transaction that is inherently  unfair to them and is a
product of the Management Group's conflict of interest,  and (ii) the defendants
have violated their duty of fair dealing,  as well as their fiduciary  duties to
the  stockholders of the Company.  The complaint  seeks,  among other things,  a
judgement (i) certifying  that the lawsuit may be maintained as a class actions,
(ii)  granting   preliminary  and  permanent   injunctive   relief  against  the
consummation  of the  Merger,  (iii) in the  event the  Merger  is  consummated,
rescinding  the Merger or  awarding  rescissory  damages  to the  members of the
purported  class,  (iv)  ordering  the  defendants  to pay to the members of the
purported class damages suffered and to be suffered by them as a result of these
alleged wrongs, and (v) awarding the plaintiff costs, including counsel fees and
expert fees.  The Company and the defendant  directors have not yet responded to
the complaint.

Item 6.     Exhibits and Reports on Form 8-K

          (A)    Exhibits:

                      27    Financial Data Schedule

          (B)    Reports on Form 8-K:

                      Current Report on Form 8-K dated March 31, 2000, reporting
                      Item 5, Other Events, filed on April 3, 2000.

                                       14

<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 12, 2000     /s/ Lloyd B. Solomon
                                  ---------------------------------------
                                  Lloyd B. Solomon, Chief Executive Officer




          Date: May 12, 2000      /s/ Eric M. Davis
                                  -----------------------------------------
                                  Eric M. Davis, Chief Financial Officer
                                  Vice President - Finance



                                       15