Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                  For the quarterly period ended June 30, 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 August 8, 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 THREE MONTHS ENDED JUNE 30, 2000
--------------------------------------------------------------------------------

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


                          Part I: FINANCIAL INFORMATION

Item 1:           Financial Statements                               Page Number
                                                                     -----------



Independent Accountants Report                                           1
Consolidated Balance Sheets as of June 30, 2000
 [Unaudited] and September 30, 1999                                      2
Consolidated Statements of Operations for the three
 and nine months ended June 30, 2000 and 1999[Unaudited]                 4
Consolidated Statements of Cash Flows for the nine months
ended June 30, 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          9

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                                                              16



<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 June 30, 2000,  and for the
three month and nine month  periods  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
August 8, 2000


                                       1
<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                              June 30,            September 30,
                                                                2000                   1999
                                                                ----                   ----
                                                             (Unaudited)
ASSETS:
Current Assets:
<S>                                                            <C>                    <C>
  Cash and Cash Equivalents                                    $   557                $   580
  Investments                                                      695                    849
  Accounts Receivable - [ Net of Allowances of $400             15,816                 11,416
   and $280, Respectively ]
  Other Current Assets                                             585                    391
                                                               -------                -------

 Total Current Assets                                           17,653                 13,236
                                                               -------                -------

 Property and Equipment:
  Equipment                                                      2,367                  2,022
  Furniture and Fixtures                                           811                    797
  Leasehold Improvements                                         1,148                  1,103
                                                               -------                -------

 Totals - At Cost                                                4,326                  3,922
 Less: Accumulated Depreciation                                  2,110                  1,659
                                                               -------                -------

 Property and Equipment - Net                                    2,216                  2,263
                                                               -------                -------

Other Assets:
  Investments                                                      683                    686
  Intangible Assets - [ Net of Accumulated
    Amortization of $464 and $310, Respectively ]                1,324                  1,444
  Deferred Tax Asset                                               314                    324
  Due from Related Parties                                         111                    135
  Other Assets                                                     721                    260
                                                               -------                -------

 Total Other Assets                                              3,153                  2,849
                                                               -------                -------

 Total Assets                                                  $23,022                $18,348
                                                               =======                =======
</TABLE>


See Notes to Consolidated Financial Statements.


                                       2
<PAGE>

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

                                                                           June 30,                  September 30,
                                                                             2000                        1999
                                                                             ----                        ----
LIABILITIES AND STOCKHOLDERS' EQUITY:                                     (unaudited)
Current Liabilities:
<S>                                                                      <C>                     <C>
  Accrued Payroll and Commissions                                        $     6,707             $     4,607
  Accounts Payable and Accrued Expenses                                        1,702                   1,276
  Income Taxes Payable                                                         1,209                   1,417
  Line of Credit                                                                 750                     350
  Term Loan Payable                                                              500                     500
  Deferred Revenue                                                               333                     380
  Other Current Liabilities                                                      501                     576
                                                                         -----------             -----------

  Total Current Liabilities                                                   11,702                   9,106
                                                                         -----------             -----------

Long-Term Liabilities:
  Term Loan Payable - Net of Current Portion                                     375                     750
  Deferred Credit                                                                632                     638
                                                                         -----------             -----------

  Total Long Term Liabilities                                                  1,007                   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
   June 30, 2000 and September 30, 1999, Respectively                              5                       5

  Additional Paid-in Capital                                                   7,428                   7,428

  Accumulated Other Comprehensive Income                                         (11)                     (7)

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

  Retained Earnings                                                            5,139                   2,676
                                                                         -----------             -----------

  Total Stockholders' Equity                                                  10,313                   7,854
                                                                         -----------             -----------

  Total Liabilities and Stockholders' Equity                             $    23,022             $    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                 Nine months ended
                                                                             June 30,                            June 30,
                                                                     2000            1999              2000                1999
                                                                     ----            ----              ----                ----

<S>                                                            <C>                <C>                <C>                <C>
Revenue                                                        $    20,523        $    16,151        $    58,131        $    40,446
                                                               -----------        -----------        -----------        -----------

Operating Expenses:
   Selling Expenses                                                 15,836             12,037             44,623             31,598
   General and Administrative                                        2,853              2,175              8,218              5,497
   Depreciation and Amortization                                       187                171                605                508
                                                               -----------        -----------        -----------        -----------

  Total Operating Expenses                                          18,876             14,383             53,446             37,603
                                                               -----------        -----------        -----------        -----------

 Income from Operations                                              1,647              1,768              4,685              2,843
                                                               -----------        -----------        -----------        -----------

Other Income [Expenses]
  Interest and Dividend Income                                          25                 27                 84                 74
  Interest Expense                                                     (48)               (56)              (199)              (219)
  Realized Gain/(Loss) on Investments                                    0                (10)                 2                (17)
                                                               -----------        -----------        -----------        -----------

  Total Other [Expenses]                                               (23)               (39)              (113)              (162)
                                                               -----------        -----------        -----------        -----------

Income Before Income Tax Expense                                     1,624              1,729              4,572              2,681

Income Tax Expense                                                     756                800              2,109              1,215
                                                               -----------        -----------        -----------        -----------

  Net Income                                                   $       868        $       929        $     2,463        $     1,466
                                                               ===========        ===========        ===========        ===========

Basic Earnings Per Common Share                                $      0.21        $      0.21        $      0.59        $      0.32
                                                               ===========        ===========        ===========        ===========
Diluted Earnings Per Common Share                              $      0.18        $      0.20        $      0.52        $      0.30
                                                               ===========        ===========        ===========        ===========
Basic Weighted Average Shares                                    4,153,948          4,405,941          4,153,948          4,636,186
                                                               ===========        ===========        ===========        ===========
Diluted Weighted Average Shares                                  4,948,058          4,753,644          4,700,371          4,913,796
                                                               ===========        ===========        ===========        ===========
</TABLE>


See Notes to Consolidated Financial Statements.


                                       4
<PAGE>

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

                                                                                      Nine months ended
                                                                                          June 30,
                                                                                   2000                  1999
                                                                                   ----                  ----
Operating Activities:
<S>                                                                               <C>                  <C>
  Net Income                                                                      $ 2,463              $ 1,466
                                                                                  -------              -------
  Adjustments to Reconcile Net Income
   to Net Cash Provided by [Used for] Operating Activities:
    Depreciation and Amortization                                                     605                  508
    Deferred Credit                                                                    (6)                  70
    Net Realized (Gain)/Loss on Investments                                            (2)                  19
    Deferred Taxes                                                                     10                  (65)

  Change in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable                                                            (4,400)                (677)
    Other  Assets                                                                    (655)                (189)

  Increase [Decrease] in:
    Accounts Payable, Accrued Expenses, Accrued Payroll
       and Commissions                                                              2,526                1,690
    Income Tax Payable                                                               (208)                 548
    Deferred Revenue                                                                  (47)                 368
    Other Liabilities                                                                 (75)                  65
                                                                                  -------              -------

  Total Adjustments                                                               ($2,252)             $ 2,337
                                                                                  -------              -------


Net Cash - Operating Activities                                                   $   211              $ 3,803
                                                                                  -------              -------

Investing Activities:
  Capital Expenditures                                                               (404)                (542)
  Purchase of Investments                                                            (494)                (399)
  Proceeds from Sales of Investments                                                  648                  549
   Acquisitions of and Additions to Trade Names                                       (33)                   0
   Cash Received from Related Parties                                                  24                    0
                                                                                  -------              -------


Net Cash - Investing Activities                                                   ($  259)             ($  392)
                                                                                  -------              -------
</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>

                                                                           Nine months ended
                                                                                June 30,

                                                                        2000            1999
                                                                        ----            ----

Financing Activities:
<S>                                                                      <C>              <C>
   Borrowings Under Term Loan and Line of Credit                         7,000            3,114
   Repayments Under Term Loan and Line of Credit                        (6,975)          (4,839)
  Purchase of Treasury Stock and Warrants                                    0           (1,752)
                                                                       -------          -------
  Net Cash - Financing Activities                                      $    25          ($3,477)
                                                                       -------          -------

  Net [Decrease] in Cash and Cash Equivalents                              (23)             (66)

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

  Cash and Cash Equivalents - End of Periods                           $   557          $   869
                                                                       =======          =======

Supplemental Cash Flow Information:
    Cash paid during the periods for:
          Interest                                                     $   182          $   219
          Income Taxes                                                 $ 2,373          $   768
</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

Accumulated  Other  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 had 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  entirely  of  accumulated  net  of  tax
unrealized losses on available-for-sale securities.

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. (Amounts in Thousands)

                           Three Months Ended          Three Months Ended
                              June 30, 2000               June 30, 1999
                        Staffing         Search     Staffing       Search
                        --------         ------     --------       ------
Revenues                 $10,868         $9,655      $8,412        $7,739
Segment profit               897          1,320         958         1,271
Segment Assets             9,750          8,586       7,175         6,622

                              Nine Months Ended          Nine Months Ended
                                 June 30, 2000              June 30, 1999
                        Staffing         Search     Staffing       Search
                        --------         ------     --------       ------
Revenues                 $29,967         $28,164     $24,280       $16,166
Segment profit             2,160           4,018       1,697         2,074

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

                                          Three Months Ended         Nine Months Ended
                                                March 31,               June 30, 1999
                                           2000          1999          2000         1999
                                           ----          ----          ----         ----
<S>                                       <C>           <C>           <C>         <C>
Total profit for reportable segments      $2,217        $2,229        $6,178      $3,770
Interest expense                             (48)          (56)         (199)       (219)
Corporate overhead                          (545)         (444)       (1,407)       (870)
Income tax expense                          (756)         (800)       (2,109)     (1,215)
Net income                                   868           929         2,463       1,466
</TABLE>


                                       8
<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  52% of the  Company's  revenue for the nine months ended June 30,
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 48% of the
Company's  revenue for the nine  months  ended June 30, 2000 (42% for the fiscal
year ended September 30, 1999).

         On June 28,  2000,  the Company  entered  into an amended and  restated
agreement under which a management group would acquire,  through a one-step cash
merger,  all of the  outstanding  publicly held Common Stock of the Company at a
price of $5.25 per share.  Previously,  the Company  had entered  into a similar
agreement  under which the price to have been paid for the publicly  held shares
of Common Stock was to be $4.25 per share.  Following  the  announcement  of the
original  merger  agreement,  a  stockholder  of the  Company,  on  behalf  of a
purported class of the Company's stockholders,  initiated litigation against the
Company and its directors in the Court of Chancery of the State of Delaware. The
plaintiff in the litigation sought,  among other things, to enjoin the Company's
directors from proceeding with the previously  announced  merger  agreement.  In
light  of  additional  financial  data  that  became  available  to the  Special
Committee of the Board of Directors  subsequent to the execution of the original
agreement,  the  Special  Committee  consulted  with its  financial  advisor and
requested  that  negotiations  be  reopened  in  respect  of  the  $4.25  merger
consideration.  After negotiations  between the management group and the Special
Committee,  the management group agreed to increase to $5.25 per share the price
to be paid for the publicly held shares.

         The revised transaction, which is structured as a one-step cash merger,
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 increased  merger  consideration is fair from a financial point of view
to the holders of common stock (other than the members of the management group).

         It is  expected  that the  proposed  merger  will be voted  upon by the
Company's  stockholders at a meeting of stockholders  expected to be held in the
third or fourth quarter of the calendar year 2000.

         Under the amended and restated agreement,  the merger requires approval
both by the  holders  of 66  2/3% of the  outstanding  Common  Stock  and by the
holders  of a  majority  of  the  outstanding  Common  Stock  not  owned  by the
management  group.  In  addition,  completion  of the  merger is  subject to the
receipt by the management  group of financing to consummate the  transaction and
other  customary  conditions.  The  management  group has  received a commitment
letter to provide all of the funds necessary to complete the proposed merger.



                                       9
<PAGE>

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

         Based upon the increase in the merger consideration and the requirement
that the merger be  conditioned  on the approval of the holders of a majority of
the outstanding  Common Stock not owned by the management  group, the parties to
the stockholder litigation have reached an agreement in principle to settle such
litigation.  The Company and its directors have vigorously denied any wrongdoing
or liability in connection with the allegations  made in the litigation and have
entered into the  agreement in principle  solely to eliminate  the  distraction,
burden and expense of further litigation.  Final settlement of the litigation is
conditioned  upon,  among other  things,  the  consummation  of the merger,  the
completion  of  confirmatory  discovery,  the  execution  of  a  stipulation  of
settlement and court approval.

         The following is a summary of the Company's  consolidated financial and
operating data (amounts in thousands, except for per share amounts).
<TABLE>
<CAPTION>

                                                     Three Months Ended                           Nine Months Ended
                                                         June 30,                                    June 30,
Statement of Operations Data:                     2000                  1999               2000                   1999
-----------------------------                     ----                  ----               ----                   ----
<S>                                            <C>                    <C>                 <C>                    <C>
Revenue                                        $20,523                $16,151             $58,131                $40,446
Income from Operations                           1,647                  1,768               4,685                  2,843
Income Before Income Tax Expense                 1,624                  1,729               4,572                  2,681
Income Tax Expense                                 756                    800               2,109                  1,215
Net Income                                         868                    929               2,463                  1,466
Basic Earnings Per Common Share                  $0.21                  $0.21               $0.59                  $0.32
Diluted Earnings Per Common Share                $0.18                  $0.20               $0.52                  $0.30
</TABLE>
<TABLE>
<CAPTION>

Balance Sheet Data:                              June 30, 2000                            September 30, 1999
-------------------                              -------------                            ------------------
<S>                                                 <C>                                         <C>
Working Capital                                     $5,951                                      $4,130
Total Assets                                        23,022                                      18,348
Total Liabilities                                   12,709                                       10,494
Stockholders' Equity                                10,313                                       7,854
</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 $20.5 million for the three months ended June 30,
2000 from $16.2 million for the three months ended June 30, 1999, an increase of
$4.3 million or 27%. The increase  comprised $2.4 million in temporary  staffing
and consulting,  and $1.9 million in executive  search and full time contingency
and recruitment, and was the result of factors described below.

         Revenue  increased to $58.1  million for the nine months ended June 30,
2000 from $40.4  million for the nine months ended June 30, 1999, an increase of
$17.7 million or 44%. The increase  comprised $5.7 million in temporary staffing
and consulting,  and $12 million in executive  search and full time  contingency
and recruitment, and was the result of factors further described below.


                                       10
<PAGE>


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

         Revenues from the Company's  temporary staffing and consulting business
were $10.9  million and $30 million for the three and nine months ended June 30,
2000  respectively,  compared  to $8.5  million  and $24.3  million for the same
periods in 1999,  an  increase of $2.4  million or 28% and $5.7  million or 23%,
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 2%  decrease in
revenue for the nine months  ended June 30, 2000  compared to the same period in
1999.

         Revenues from the Company's  executive search and full time contingency
recruitment  business  were $9.6 million and $28.1 for the three and nine months
ended June 30, 2000 respectively, compared to $7.7 million and $16.1 million for
the same periods in 1999,  an increase of $1.9 million or 25% and $12 million or
75%  respectively.  All  divisions  within  the  executive  search and full time
contingency  recruitment business experienced  increases in revenue for the nine
months ended June 30, 2000 compared to the same period in 1999.

         The capital  markets,  publishing  and new media,  banking  information
technology and accounting divisions contributed the largest increases in revenue
during the nine months  ended June 30,  2000.  The Company  believes the results
were  favorably  impacted by the strong U.S.  economy  and  extraordinarily  low
unemployment  rate.  Revenues  for the nine  months  ended  June 30,  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 believes that the magnitude of
the  transaction is  non-recurring  and it 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 nine  months  ended June 30,  2000
totaled  $15.9  million  (77% of revenues)  and $44.6  million (77% of revenues)
compared  with $12 million (75% of revenues) and $31.6 million (78% 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.

         General and Administrative expenses for the three and nine months ended
June 30, 2000 were $2.9  million  (14% of  revenues)  and $8.2  million  (14% of
revenues)  respectively  compared to $2.2  million  (13% of  revenues)  and $5.5
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  $180,000 of
expense  relating to the development of its web site,  which became  operational
during  July of 2000.  In  addition,  included  in  general  and  administrative
expenses are approximately  $950,000 of one-time charges relating to the pending
management buyout, of which, $320,000 of expenses were incurred during the three
months ended June 30, 2000.

         Depreciation  and  Amortization  expense  for the three and nine months
ended June 30, 2000  totaled  $187,000 and  $605,000  respectively,  compared to
$171,000  and  $508,000  for the  same  periods  in 1999.  Depreciation  expense
increased  principally  as a result of capital  expenditures  made during fiscal
2000. The amortization of intangible assets associated with certain acquisitions
also contributed to this increase.


                                       11
<PAGE>

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

         Income from  operations was $1,647,000 and $4,685,000 for the three and
nine  months  ended June 30,  2000  respectively,  compared  to  $1,768,000  and
$2,843,000  for the same  periods  in 1999.  The  impact  of the  aforementioned
transaction within the capital markets division as well as the expenses relating
to the  pending  management  buyout  had a  significant  effect on  income  from
operations. These above referenced events resulted in an increase to income from
operations of approximately $250,000 for the nine months ended June 30, 2000.

         Income Tax Expense  for the three and nine  months  ended June 30, 2000
was $756,000 (47%  effective tax rate) and  $2,109,000  (46% effective tax rate)
respectively compared with $800,000 (46% effective tax rate) and $1,215,000 (45%
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 nine  months  ended  June 30,  2000 was
$868,000 and $2,463,000 respectively compared to $929,000 and $1,466,000 for the
same periods in 1999, due to the above mentioned factors.

Liquidity and Capital Resources

         As of June  30,  2000  the  Company's  sources  of  liquidity  included
approximately   $1.3  million  in  cash  and  cash  equivalents  and  short-term
investments.  The Company's  working  capital was $5.95 million at June 30, 2000
compared to $4.1  million at  September  30,  1999.  The  Company has  available
$683,000 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 June 30, 2000 was 9.5%. At June 30, 2000,  there was $750,000
of  borrowings  under the  working  capital  line of credit,  and  $875,000  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.

         Net cash  provided by  operating  activities  for the nine months ended
June 30, 2000 was $211,000 compared to net cash provided by operating activities
of $3,803,000 for the same period in 1999. Net cash used by investing activities
was $259,000 for the nine months ended June 30, 2000, which was primarily due to
capital expenditures of $404,000, and purchase of investments of $494,000 offset
by  proceeds  from  sales of  investments  of  $648,000.  Net cash  provided  in
financing activities for the nine months ended June 30, 2000 was $25,000,  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.


                                       12
<PAGE>

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

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  $100,000 at June 30, 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  alleged,  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  sought,  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.

         On June 28,  2000,  the parties to the lawsuit  reached an agreement in
principle  to settle the  matter,  which has been set forth in a  memorandum  of
understanding.  In connection  with the agreement in principle,  (i) the parties
agreed  to  amend  the  original   merger   agreement  to  increase  the  merger
consideration  from a right to  receive  $4.25  per  share in cash to a right to
receive $5.25 per share in cash;  (ii) the parties  agreed to amend the original
merger  agreement  to  provide  that the  merger  will be  conditioned  upon the
favorable  vote of the  holders of at least a  majority  of the shares of common
stock  that  are  not  owned,  directly  or  indirectly,  by any  member  of the
management  group (iii)the  parties will agree upon a stipulation of settlement,
which will  expressly  provide,  among other things,  that the  defendants  have
denied and continue to deny that they  committed any violations of law, and that
the  defendants  settled the matter to  eliminate  the  distraction,  burden and
expense of further  litigation;  and (iv) the plaintiffs'  counsel will apply to
the  appropriate  Delaware  state  court  for an  award of  attorneys'  fees and
expenses in an aggregate amount not to exceed $125,000,  and the Company and the
other   defendants  will  not  object  to  this   application.   The  settlement
contemplated  by the  agreement in principle is subject to, among other  things,
execution  of a final  stipulation  of  settlement,  the  closing  of the merger
contemplated by the merger agreement, and final court approval.


                                       14
<PAGE>

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 June 28,
             2000,  filed on June 30, 2000,  reporting  under Item 5 thereof the
             execution of the amended and restated merger agreement.



                                       15

<PAGE>

                           THE SOLOMON-PAGE GROUP LTD.
                                   SIGNATURES



In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  caused  this  report to be signed on its  behalf by the  undersigned
thereunto duly authorized.


                                       The Solomon-Page Group Ltd.
                                       -------------------------------------
                                                   (Registrant)




            Date:  August 8, 2000      /s/ Lloyd B. Solomon
                                       -------------------------------------
                                       Lloyd B. Solomon, Chief Executive Officer




            Date: August 8, 2000       /s/ Eric M. Davis
                                       ----------------------------------------
                                       Eric M. Davis, Chief Financial Officer
                                       Vice President - Finance




                                       16