SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
                                 ---------------
                                    FORM 10-Q


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

                  For the quarterly period ended June 30, 1999
                         Commission file number 0-27042


                            AlphaNet Solutions, Inc.
                            ------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                New Jersey                                   22-2554535
---------------------------------          -------------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)


7 Ridgedale Avenue, Cedar Knolls, New Jersey               07927
--------------------------------------------            ------------
(Address of Principal Executive Offices)                  (Zip Code)

                                 (973) 267-0088
                                 --------------
                         (Registrant's Telephone Number
                              Including Area Code)


       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  Registrant's
classes of common stock, as of July 30, 1999:

Class                                          Number of Shares Outstanding
-----                                          ----------------------------

Common Stock, $.01 par value                   6,250,790


<PAGE>


                        ALPHANET SOLUTIONS, INC.

                            TABLE OF CONTENTS



PART I.          FINANCIAL INFORMATION

       Item 1.  Financial Statements......................................... 1

                 Consolidated Balance Sheets
                 as of June 30, 1999 (unaudited)
                 and December 31, 1998....................................... 2

                 Consolidated Statements of Operations
                 for the Three and Six Months Ended
                 June 30, 1999 (unaudited) and June 30, 1998 (unaudited)..... 3

                 Consolidated Statements of Cash Flows
                 for the Six Months Ended
                 June 30, 1999 (unaudited) and 1998 (unaudited).............. 4

                 Notes to Consolidated Financial Statements (unaudited)...... 5

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

                 Results of Operations.......................................12

                 Liquidity and Capital Resources.............................14

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

PART II.         OTHER INFORMATION...........................................15

       Item 4.   Submission of Matters to a Vote by Security Holders.........15

       Item 5.   Other Information...........................................16

       Item 6.   Exhibits and Reports on Form 8-K............................17

SIGNATURES...................................................................18


<PAGE>


                                     PART I.

                              FINANCIAL INFORMATION

                          Item 1. Financial Statements



<PAGE>


<TABLE>
<CAPTION>

                            ALPHANET SOLUTIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)


                                                                                 June 30,           December 31,
                                                                                   1999                 1998
                                                                                   ----                 ----

ASSETS                                                                          (unaudited)

<S>                                                                           <C>                    <C>
Current assets:
         Cash and cash  equivalents  . . . . . . . . . . . . . . . . .        $   12,088             $  13,377
         Accounts receivable, net . . . . . . . . . . . . . . . . . . .           30,819                33,057
         Inventories . . . . . . . . . . . . . . . . . . . . . . . . .             5,279                 3,505
         Deferred income tax asset . . . . . . . . . . . . . . . . . .             1,761                 1,761
         Prepaid expenses and other current assets . . . . . . . . . .             2,102                 2,309
                                                                              ----------             ----------
                    Total current assets . . . . . . . . . . . . . . .            52,049                54,009

Property and equipment, net . . . . . . . . . . . . . . . . . . . . . .            4,838                 5,491
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             2,502                 2,394
                                                                              -----------            -----------
                    Total assets. . . . . . . . . . . . . . . . . . . .       $   59,389             $  61,894
                                                                              ===========            ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
         Current portion of capital lease obligations . . . . . . . . .       $       18             $      17
         Accounts payable . . . . . . . . . . . . . . . . . . . . . . .            9,769                11,072
         Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .            6,046                 6,730
         Billings in excess of costs . . . . . . .  . . . . . . . . . .              481                   815
                                                                              ----------             ----------

                    Total current liabilities . . . . . . . . . . . . .           16,314                18,634

Long term liabilities:
         Advance from principal shareholder . . . . . . . . . . . . . .              675                   675
         Capital lease obligations . . . . . . . . . . . . . . . . . .                41                    49
                                                                              -----------            ----------
                    Total liabilities . . . . . . . . . . . . . . . . .           17,030                19,358
                                                                              -----------            ----------
Shareholders' equity:
         Preferred stock -- $0.01 par value; authorized 3,000,000
         shares, none issued . . . . . . . . . . . . . . . . . . . .                  --                    --
         Common stock -- $0.01 par value; authorized 15,000,000 shares,
          6,401,390 and 6,366,228 shares issued and outstanding at June
         30, 1999 and December 31, 1998, respectively . . . . . . . .                 63                    63
         Additional paid-in capital . . . . . . . . . . . . . . . . .             34,065                33,942
         Retained earnings. . . . . . . . . . . . . . . . . . . . . .              8,951                 9,198
         Treasury stock - at cost; 150,600 and 136,800 shares at June
         30, 1999 and  December 31,1998, respectively.                              (720)                 (667)
                                                                              ----------              ---------
                    Total shareholders' equity . . . . . . . . . . . .            42,359                42,536
                                                                              ----------              ---------
                    Total liabilities and shareholders' equity . . . .        $   59,389              $ 61,894
                                                                              ==========              =========

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      - 2 -

<PAGE>

                            ALPHANET SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                               Three Months ended                       Six Months ended
                                                                    June 30,                                June 30,
                                                               -------------------                      -----------------
                                                               1999              1998                  1999               1998
                                                               ----              ----                  ----               ----
<S>                                                          <C>                <C>                  <C>              <C>
Net sales:
           Product sales . . . . . . . . . . . . . . .       $ 19,566           $29,823               $ 38,258        $   61,119
           Services and support . . . . . . . . . . . .        12,567            15,099                 24,003            29,293
                                                             --------           --------              --------        ----------
                                                               32,133            44,922                 62,261            90,412
                                                             --------           -------               --------        ----------
Cost of sales:
           Product sales . . . . . . . . . . . . . . .         17,519            26,300                 34,128            53,580
           Services and support . . . . . . . . . . . .         8,585            10,424                 16,723            19,915
                                                             --------           -------               --------        ----------
                                                               26,104            36,724                 50,851            73,495
                                                             --------           -------               --------        ----------
Gross profit . . . . . . . . . . . . . . . . . . . . .          6,029             8,198                 11,410            16,917
                                                             --------           -------               --------        ----------
Operating expenses:
           Selling expenses . . . . . . . . . . . . . .         2,953             3,749                  5,910             7,716
           General and administrative expenses . . . . .        3,052             3,287                  6,327             5,882
                                                             --------           -------              ---------        ----------
                                                                6,005             7,036                 12,237            13,598
                                                             --------           -------               --------        ----------
Operating income (loss) . . . . . . . . . . . . . . . .            24             1,162                   (827)            3,319
                                                             --------           -------               --------        ----------
Other income (expense):
           Interest and other income . . . . . . . . .            156               148                    418               248
           Interest expense . . . . . . . . . . . . . .            (1)              (19)                   (14)              (46)
                                                             --------           -------                ------         -----------
                                                                  155               129                   404                202
                                                             --------           -------                ------         -----------
Income (loss) before income taxes. . . . . . . . . . .            179             1,291                  (423)             3,521

Provision (benefit) for income taxes . . . . . . . . .             74               529                  (176)             1,443
                                                             --------           -------                -------        ----------
Net income (loss) . . . . . . . . . . . . . . . . . . .      $    105            $  762               $  (247)            $2,078
                                                             ========           =======               =======         ==========
Basic-Net Income (loss) per share . . . . . . . . . . .      $   0.02            $ 0.12               $ (0.04)         $    0.33
                                                             ========            ======               =======         ==========
Diluted-Net Income (loss) per share . . . . . . . . . . .    $   0.02            $ 0.12               $ (0.04)         $    0.33
                                                             ========            ======               =======         ===========
Weighted average number of common shares outstanding .          6,251             6,282                 6,243              6,271
                                                             ========             =====               =======         ==========
Weighted average number of common and common equivalent
shares outstanding. . . . . . . . . . . . . . . . . . .        6,251              6,383                 6,243              6,390
                                                             ========             =====                ======         ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                     - 3 -
<PAGE>

<TABLE>
<CAPTION>

                            ALPHANET SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                   (unaudited)
                                                                        Six Months ended June 30,
                                                                        -------------------------
                                                                          1999           1998
                                                                          ----           ----
<S>                                                                    <C>               <C>
Cash flows from operating activities:

     Net (loss) income  . . . . . . . . . . . . . . . . . . . . . . .  $ (247)           $ 2,078

     Adjustments  to  reconcile  net  income to net cash
    (used in)  provided  by operating activities:
           Depreciation and amortization . . . . . . . . . . . . . .    1,324              1,298

           Increase (decrease) from changes in:

                 Accounts receivable. . . . . . . . . . . . . . . . .   2,238             12,250
                 Inventories . . . . . . . . . . . . . . . . . . . .   (1,774)            (1,648)
                 Prepaid expenses and other current assets . . . . .      207              1,247
                 Other assets . . . . . . . . . . . . . . . . . . . .    (196)               430
                 Accounts payable . . . . . . . . . . . . . . . . . .  (1,303)            (4,125)
                 Accrued expenses . . . . . . . . . . . . . . . . . .    (684)            (5,098)
                 Billings in excess of costs . . . . . . . . . . . .     (334)                --
                                                                       -------       ------------
           Net cash (used in) provided by operating activities . . .     (769)             6,432
                                                                       -------       ------------
Cash flows from investing activities:

     Property and equipment expenditures . . . . . . . . . . . . . .     (583)            (2,471)
                                                                       -------       ------------
           Net cash used in investing activities . . . . . . . . . .     (583)            (2,471)
                                                                       -------       ------------
Cash flows from financing activities:

     Exercises of stock options and employee stock purchases . . . .      123                258
     Repayment of capital lease obligations . . . . . . . . . . . . .      (7)               (38)
     Repurchase of Common Stock . . . . . . . . . . . . . . . . . . .     (53)                --
                                                                       -------       ------------
          Net cash provided by financing activities. . . . . . . . .       63                220
                                                                       -------       ------------
Net (decrease) increase in cash and cash equivalents . . . . . . . .   (1,289)             4,181

Cash and cash equivalents, beginning of period . . . . . . . . . . .   13,377              2,689
                                                                       -------       ------------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . . $12,088          $   6,870
                                                                      ==========     ============

</TABLE>

          See accompanying notes to consolidated financial statements.

                                     - 4 -
<PAGE>

                            ALPHANET SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 - Description of the Business and Basis of Presentation:

         AlphaNet  Solutions,  Inc.  (the  "Company")  is a leading  supplier of
information technology ("IT"),  management  consulting,  systems integration and
internet-related  services to Fortune  1000,  as well as  mid-range  and smaller
companies located primarily in the New York-to-Philadelphia corridor.

         The accompanying  consolidated  financial  statements are unaudited and
have been prepared in accordance with generally accepted  accounting  principles
for  interim  periods.   The  foregoing  financial   information   reflects  all
adjustments  which are,  in the  opinion  of  management,  necessary  for a fair
presentation of the Company's financial position, results of operations and cash
flows  as of the  dates  and  for  the  periods  presented.  These  consolidated
financial  statements  should  be  read  in  conjunction  with  the  summary  of
significant  accounting policies and notes to financial  statements contained in
the Company's Form 10-K as filed with the Securities and Exchange Commission.

         Results  for the  interim  periods are not  necessarily  indicative  of
results that may be expected for the entire year.


Note 2 - Net Income Per Share:

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement No. 128 "Earnings  per Share"  ("SFAS No. 128"),  which  specifies the
computation,  presentation  and disclosure  requirements  for earnings per share
("EPS") of entities with  publicly held common stock or potential  common stock.
The statement defines two EPS calculations,  basic and diluted. The objective of
basic EPS is to measure the  performance of an entity over the reporting  period
by dividing  income  available to common  stockholders  by the weighted  average
number of shares outstanding. The objective of diluted EPS, consistent with that
of basic EPS, is to measure  the  performance  of an entity  over the  reporting
period,  while giving effect to all dilutive  potential  common shares that were
outstanding  during the  period.  The  calculation  of diluted EPS is similar to
basic EPS except  both the  numerator  and  denominator  are  increased  for the
conversion of potential common shares.

                                     - 5 -

<PAGE>

<TABLE>
<CAPTION>

                                                                             COMPUTATION OF EARNINGS PER SHARE
                                                                         (in thousands, except per share amounts)
                                                                                    (unaudited)

                                                              Three Months ended                 Six Months ended
                                                                   June 30,                          June 30,
                                                                   --------                          --------

                                                                     1999           1998             1999            1998
                                                                     ----           ----             ----            ----
<S>                                                             <C>             <C>              <C>            <C>
Net income  (loss) . . . . . . . . . . . . . . . . . . . . . .  $     105       $    762         $  (247)       $    2,078
                                                                =========       ========         ========       ==========
Basic:

  Weighted average number of shares outstanding. . . . . . . .      6,251          6,282            6,243            6,271
                                                                =========       ========         ========       ==========
   Net income (loss) per share.  . . . . . . . . . . . . . . .  $    0.02       $   0.12         $ (0.04)       $    0 .33
                                                                =========       ========         ========       ==========
Diluted:

   Weighted average number of shares outstanding . . . . . .        6,251          6,282           6,243             6,271

   Dilutive effects of stock options . . . . . . . . . . . . .         --            101              --               119
                                                                ---------       --------         --------        ---------

   Weighted average number of common and common
   equivalent shares outstanding                                    6,251          6,383            6,243            6,390
                                                                =========       ========       ==========        =========
   Net Income (loss) per share . . . . . . . . . . . . . . . .  $    0.02       $   0.12       $   (0.04)        $    0.33
                                                                =========       ========       ==========        =========

</TABLE>

                                     - 6 -
<PAGE>


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

General


         The Company is a leading  supplier of  information  technology  ("IT"),
management  consulting,  systems  integration and  internet-related  services to
Fortune 1000, as well as mid-range and smaller  companies  located  primarily in
the New  York-to-Philadelphia  corridor.  The  Company  was formed in 1984 as an
authorized reseller of computer hardware and software products,  and since 1990,
has been developing and offering related IT services.  In the second quarter and
first half of 1999,  net product sales were 60.9% and 61.4%,  respectively,  and
services and support revenue was 39.1% and 38.6%, respectively, of the Company's
net sales.  During the same  periods,  gross  profit from net product  sales was
34.0% and 36.2%,  respectively,  and gross  profit  from  services  and  support
revenue was 66.0% and 63.8%, respectively, of the Company's gross profit.

         During the second quarter and first half of 1999,  the Company's  total
net sales  decreased  by 28.5% and  31.1%,  respectively.  These  declines  were
primarily   attributable   to   substantially   decreased   business   from  two
predominantly  low-margin product accounts. See "Results of Operations" at pages
12-13 below.

         The Company has  entered  into  distribution  agreements  with  Ingram,
Pinacor, and Tech Data, three of the nation's largest  aggregators,  pursuant to
which the Company  acquires  most of its IT product for  resale.  The  Company's
relationship  with  Pinacor  commenced  in 1984 and, as  customer  demand for IT
products grew, the Company initiated its relationships with Ingram and Tech Data
in 1994. The distribution  agreements with Ingram,  Pinacor,  and Tech Data give
the Company access to such  aggregators'  extensive  inventories and provide the
Company with electronic ordering capability,  product configuration and testing,
warehousing and delivery. In general, the Company orders IT products,  including
workstations,   servers,   enterprise   computing   products,   networking   and
communications  equipment, and applications software from such aggregators on an
as-needed basis, thereby reducing the Company's need to carry large inventories.
During the six months ended June 30, 1999,  the Company  acquired  approximately
65.4%, 18.7% and 10.5% of its products for resale from Ingram,  Pinacor and Tech
Data, respectively.

         Except  for the  $20.4  million  contract  with the  MTA-New  York City
Transit Authority ("MTA") entered into in December 1997 (see below), in general,
there are no ongoing written  commitments by customers to purchase products from
the Company,  and all product sales are made on a purchase  order basis.  As the
market for IT products has matured,  price  competition  has  intensified and is
likely to  continue to  intensify.  The  Company's  gross  profits,  margins and
results of  operations  could be adversely  affected by such  continued  product
pricing  pressure,  a significant  reduction in product purchase orders from the
Company's customers or a disruption in the Company's sources of product supply.

         In  response  to  the  above-described  developments,  the  Company  is
increasingly  emphasizing its services  offerings,  which typically carry higher
profit  margins  than its  product  business.  In this  connection,  the Company
increasingly sells products as part of an overall IT solution including the sale
of services,  rather than on a stand-alone basis. The Company believes that this
shift in emphasis from product to services,  coupled with ongoing  reductions in
sales, general and administrative expenses, will result in continued improvement
in operating performance.

                                     - 7 -

<PAGE>

         The   Company   offers   network   consulting,   workstation   support,
applications development, communications installation, professional development,
help desk, remote network management, IT staffing and internet-related services.
Services and support  revenue is recognized as such services are performed.  The
Company's   network   consulting,   workstation   support   and   communications
installation  services are billed on a time and materials  basis.  The Company's
professional   development   services  are  fee-based  on  a  per-course  basis.
Generally,  the  Company's  service  arrangements  with  its  customers  may  be
terminated by such customers with limited advance notice and without significant
penalty.  The most  significant  cost relating to the services  component of the
Company's  business is personnel  costs which consist of salaries,  benefits and
other  payroll-related  expenses.  The  financial  performance  of the Company's
services business is based primarily upon billing margins (billable hourly rates
less the costs to the Company of such services personnel on an hourly basis) and
utilization rates (billable hours divided by paid hours).  The future success of
the services  component of the Company's business will depend in large part upon
its ability to maintain high  utilization  rates at profitable  billing margins.
The  competition  for quality  technical  personnel  in the current  tight labor
market and concomitant  increased  personnel  costs could  adversely  impact the
contribution  of services to the  Company's  overall  profitability,  unless the
Company is unable to pass such increased costs to its customers.

         The  Company  implemented  a  reduction-in-force  in June  1998  due to
lower-than-expected  demand for the Company's services from certain clients.  In
addition,   in  January  1999,  the  Company  implemented  a  second  reduction,
eliminating  42  positions,  representing  approximately  6%  of  the  Company's
workforce, consisting principally of personnel supporting product sales.

         The Company may receive  manufacturer  rebates resulting from equipment
sales. In addition,  the Company  receives volume discounts and other incentives
from  certain of its  suppliers.  Except  for  products  in transit or  products
awaiting  configuration at the Company's facilities,  the Company generally does
not maintain large  inventory  balances.  In 1998 the Company's  primary vendors
announced  or  instituted  changes  in  their  price  protection  and  inventory
management  programs  as  a  direct  result  of  changes  in  such  policies  by
manufacturers.  Specifically,  they  announced  that they  will (i) limit  price
protection to that provided by the  manufacturer,  generally  less than 30 days,
rather than the unlimited  protection  previously  available;  and (ii) restrict
product returns,  other than defective returns,  to a percentage (the percentage
varies  depending  on the  vendor  and when  the  return  is  made)  of  product
purchased,  during a defined  period,  at the lower of the invoiced price or the
current  price,  subject  to  the  specific   manufacturer's   requirements  and
restrictions.  To date,  these  changes  in the vendor  policies  have not had a
material  impact on the  Company's  business.  Other than  changes in such price
protection and return policies, the Company is unaware that any of its suppliers
or manufacturers has changed or intends to further change these programs.  There
can be no  assurances  that any  such  rebates,  discounts  or  incentives  will
continue  at  historical  levels,  if  at  all.  Further  adverse  modification,
restriction or reduction in such programs  could have a material  adverse effect
on the Company's financial position, results of operations, or cash flows.

         The Company's cost of sales includes primarily,  in the case of product
sales, the cost to the Company of products acquired for resale,  and in the case
of services  and support  revenue,  salaries  and related  expenses for billable
technical  personnel.  The  Company's  selling  expenses  consist  primarily  of
personnel costs, including sales commissions earned by employees involved in the
sales of IT products,  services  and support.  These  personnel  include  direct
sales, sales support and marketing personnel.  Sales commissions are recorded as
revenue is recognized.  General and administrative expenses consist of all other
operating   expenses,   including   primarily  salaries  and  related  expenses,
depreciation and occupancy costs.

                                     - 8 -

<PAGE>

         The  Company  believes  that its  ability to  provide a broad  range of
technical  services,  coupled  with its  traditional  strength in  providing  IT
solutions  and its long-term  relationships  with large  clients,  positions the
Company to continue to grow the services component of its business. As such, the
Company currently anticipates that an increasing percentage of its gross profits
in the future will be derived  from the  services  and support  component of its
business. However, in the near term, the Company believes that the product sales
will continue to generate a declining,  but still significant  percentage of the
Company's  gross  profit.  The  Company  believes  that  its  ability  to  be  a
single-source  provider of IT products,  services and support enables it to earn
margins higher than it would earn if it sold products only.

         The Company's net sales, gross profit,  operating income and net income
have varied  substantially  from quarter to quarter and are expected to continue
to do so in the future.  The Company  believes,  therefore,  that past operating
results  and  period-to-period  comparisons  should  not be  relied  upon  as an
indication of future operating performance.

         In December 1997, the Company  entered into a four-year,  $20.4 million
contract  with the MTA to  furnish  and  install  local and  wide-area  computer
network components including network and telecommunications  hardware,  software
and cabling  throughout the MTA's over 200  locations.  The Company is the prime
contractor on this project and is responsible  for project  management,  systems
procurement,  and installation.  The work is grouped in contiguous locations and
payment is predicated upon achieving  specific milestone events. In the event of
default, in addition to all other remedies at law, the MTA reserves the right to
terminate  the services of the Company and  complete the MTA Contract  itself at
the Company's cost. In the event of unexcused delay by the Company,  the Company
may be obligated to pay, as liquidated  damages,  the sum of $100 per day. While
the Company is currently performing in accordance with the contract terms, there
can be no assurance  that any such events of default or  unexcused  delays would
not occur. In addition, the MTA Contract is a fixed unit price contract, and the
quantities are approximate,  for which the MTA has expressly reserved the right,
for each item,  to direct the amount of equipment be  increased,  decreased,  or
omitted entirely on 30 days notice. The MTA has the right to suspend the work on
10 days notice for up to 90 days and/or terminate the contract,  at any time, on
notice,  paying  only for the work  performed  to the date of  termination.  The
project  is  subject  to  the  prevailing  wage  rate  and   classification  for
telecommunications  workers,  managed by the New York City Controller's  office,
over which the Company has no control,  and which is generally  adjusted in June
of each year and may be so adjusted in the future.

         The Company has  performed  services and  supplied  products to the MTA
since the inception of the MTA Contract. The work performed to date at MTA sites
has required  greater  than  estimated  labor and other costs to complete.  Such
increased  labor and other  costs may also be incurred  at other  sites.  In May
1999,  the  Company  submitted  a  formal  request  to the MTA for an  equitable
adjustment in the contract amount and terms.  The Company's  submission is under
consideration by the MTA. The Company and the MTA have met and scheduled further
discussions concerning the Company's request. However, there can be no assurance
the MTA will approve,  either in whole or in part,  any equitable  adjustment in
the contract amount or terms requested by the Company. There can be no assurance
that the  Company  can  complete  the MTA  Contract  without  incurring  a loss.
Currently,  the Company is recording  revenues  under the MTA Contract  equal to
costs incurred.  However,  if the Company is unsuccessful in obtaining equitable
adjustments, realizing increased performance efficiencies or otherwise improving
its margins, the Company believes it will sustain a loss under the contract.

                                     - 9 -

<PAGE>

Year 2000 Readiness Disclosure

         Historically,  certain  computer  programs  have been written using two
digits  rather than four to define the  applicable  year,  which could result in
such  programs  recognizing  a date using "00" as the year 1900  rather than the
year  2000.   This,  in  turn,   could  result  in  major  system   failures  or
miscalculations, and is generally referred to herein as the "Year 2000 Problem."
Computer  systems that are  represented by  manufacturers  as being able to deal
correctly with dates after 1999 are referred to as "Year 2000-Compliant."

         Over the past several years, based upon its business needs, the Company
has purchased and installed  hardware and software which are  represented by the
manufacturers  to be  Year  2000-Compliant.  As of  July 1,  1999,  the  Company
replaced  its  former  integrated   accounting   system,   which  was  not  Year
2000-Compliant, with Platinum SQL Software, which is Year 2000-Compliant.  Based
upon the  representations  of the manufacturers of hardware and software used by
the Company, and the provider of the Platinum SQL Software, the Company believes
that all of its internal business systems,  including its computer systems,  are
now Year 2000-Compliant.  There can be no assurance, however, that the Year 2000
Problem will not adversely affect the Company's  business,  financial  position,
results of operation or cash flows.

         During  the  fourth  quarter  of 1998,  the  Company  initiated  formal
communications  with its significant  suppliers and large customers to determine
the extent to which the  Company is  vulnerable  to the  failure of those  third
parties to remediate their own Year 2000 Problem. The Company has been receiving
and reviewing the responses to these  communications  and following up with such
suppliers and customers as needed or appropriate. The Company currently believes
that this process will be completed by September 30, 1999. However, there can be
no  guarantee  that the systems of other  companies on which the  Company's  own
systems rely will be remedied in a timely manner, or that a failure to remedy by
another company will not have a material adverse effect on the Company.

         The Company resells IT products of leading hardware  manufacturers  and
software  developers.  As  a  result,  the  Company  has  no  control  over  the
developments of such third parties' computer systems, software products or other
business systems developed by such third parties. Consequently,  there can be no
assurance that the computer systems, software products or other business systems
sold by the Company will be Year 2000 Compliant.  As a result, the Company, as a
reseller,  may be liable for Non-Year 2000 Compliant  product it resells.  Given
the Company's role in the distribution of such products, the Company is not able
to accurately determine the extent, if any, of such potential liability.

         The  purchasing  patterns  of the  Company's  customers  and  potential
customers may be affected by issues  associated  with the Year 2000 Problem.  As
companies  devote  significant  resources to become Year  2000-Compliant,  these
expenditures  may result in reduced  funds  available  to  purchase  products or
obtain services such as those offered by the Company.

         The total cost of the Company's Year 2000  compliance has been and will
be funded  through  operating  cash  flows.  The cost to  purchase  and  install
Platinum  SQL  was  approximately  $700,000.  Excluding  costs  associated  with
Platinum SQL and the write-off of the capitalized  software and consulting fees,
the Company has  expended  approximately  $2.0  million on hardware and software
upgrades for its Year 2000 compliance. The Company does not currently anticipate
that it will  incur  any  additional  material  expenditures  for such Year 2000
compliance. These costs do not include any costs associated with any third party
being  Non-Year 2000  Compliant,  nor do such costs include  internal  personnel
costs (primarily  salaries and benefits),  which the Company does not separately
track and do not include any contingency plan costs.

                                     - 10 -

<PAGE>

         The Company has not  developed a  contingency  plan with respect to any
Year  2000  compliance  issues  which  may  arise as a result  of the  Company's
inquiries of its suppliers and customers.  Such plans may be developed as and if
the need for any such plans arise.

         Statements  included  in  this  Year  2000  Readiness   Disclosure  are
forward-looking   statements  within  the  meaning  of  The  Private  Securities
Litigation Reform Act of 1995. Such forward-looking statements include risks and
uncertainties,  including but not limited to the possibility  that the currently
installed  computer systems,  software products or other business systems of the
Company or its distributors, manufacturers or customers, working either alone or
in conjunction with other software or systems,  will not accept input of, store,
manipulate  and/or output dates in the year 2000 or thereafter  without error or
interruption.  Such  risks and  uncertainties  may cause  the  Company's  actual
results to differ materially from the results  discussed in the  forward-looking
statements contained in this Report.

Forward-Looking Statements

         This Form 10-Q contains  forward-looking  statements that involve risks
and  uncertainties.  The Company's actual results may differ  significantly from
the results discussed in the forward-looking  statements.  Such  forward-looking
statements include risks and uncertainties,  including,  but not limited to: (i)
the substantial  variability of the Company's quarterly operating results caused
by a variety of  factors,  some of which are not within the  Company's  control,
including (a) the short-term nature of the Company's customers' commitments, (b)
patterns of capital  spending  by  customers,  (c) the  timing,  size and mix of
product  and  service  orders  and  deliveries,  (d) the  timing and size of new
projects,  (e) pricing changes in response to various competitive  factors,  (f)
market factors affecting the availability of qualified technical personnel,  (g)
the timing and customer  acceptance  of new product and service  offerings,  (h)
changes in trends  affecting  outsourcing  of IT  services,  (i)  disruption  in
sources of supply, (j) changes in product,  personnel and other operating costs,
and (k) industry and general economic  conditions;  (ii) the intense competition
in the markets for the  Company's  products and  services;  (iii) the  Company's
ability to develop,  market,  provide,  and  achieve  market  acceptance  of new
service  offerings to  prospective  and  existing  clients;  (iv) the  Company's
ability to attract,  hire, train, and retain qualified  technical personnel in a
highly  competitive  and  tight  labor  market;  (v) the  Company's  substantial
reliance  on  a  concentrated  number  of  key  customers;  (vi)  the  Company's
dependence on vendor  authorizations  to resell certain computer products and to
provide related services;  (vii) the Company's dependence on certain aggregators
for a  substantial  portion of its  products  acquired  for  resale;  (viii) the
Company's  reliance on the  continued  services of key  executive  officers  and
salespersons;  and (ix) the possibility  that the currently  installed  computer
systems,  software  products  or other  business  systems of the  Company or its
distributors, manufacturers or customers, working either alone or in conjunction
with other  software or systems,  will not accept  input of,  store,  manipulate
and/or  output  dates  in  the  Year  2000  or   thereafter   without  error  or
interruption.  Such  risks and  uncertainties  may cause  the  Company's  actual
results to differ materially from the results  discussed in the  forward-looking
statements contained herein.

                                     - 11 -

<PAGE>

Results of Operations

Comparison of Three Months Ended June 30, 1999 and 1998

         Net Sales.  Net sales  decreased by 28.5%,  or $12.8 million,  to $32.1
million for the second quarter of 1999 from $44.9 million for the second quarter
of 1998.  Product sales decreased by 34.4%,  or $10.3 million,  to $19.5 million
for the  second  quarter of 1999 from $29.8  million  for the second  quarter of
1998. This decline in product sales was primarily  attributable to substantially
decreased  business from two accounts,  as well as lower average  selling prices
due to increased competition.  This trend has been accelerated by the ability of
customers to purchase  directly from certain  manufacturers at discounted prices
and the  Company's  decision  not to pursue  low-margin  business.  Services and
support revenue  decreased by 16.8%,  or $2.5 million,  to $12.6 million for the
second quarter of 1999 from $15.1 million for the second  quarter of 1998.  This
decline was primarily  attributable to decreased demand from existing  customers
and  loss  of  services  business  directly  related  to  the  product  accounts
referenced above.

         During the three months  ended June 30, 1999,  sales to Summit Bank and
PSE&G, the Company's largest  customers,  accounted for approximately  15.1% and
11.6%, respectively,  of the Company's net sales. There can be no assurance that
such  customers will continue to place product orders with the Company or engage
the Company to perform services and support at existing levels.

         Gross Profit.  The Company's  gross profit  declined by 26.5%,  or $2.2
million,  to $6.0  million for the second  quarter of 1999 from $8.2 million for
the second quarter of 1998. Measured as a percentage of net sales, the Company's
overall  gross  profit  margin  increased  to 18.8% of net sales for the  second
quarter of 1998 from 18.2% for the second  quarter of 1998.  Gross profit margin
attributable  to product sales decreased to 10.5% for the second quarter of 1999
from 11.8% for the second  quarter of 1998 due to downward  pricing  pressure on
product sales.  The Company expects that downward  pricing  pressure on products
will  continue,  and there can be no assurance  that the Company will be able to
improve its margins on product sales in the future. Gross margin attributable to
services and support revenue  increased to 31.7% of services and support revenue
for the second quarter of 1999 from 31.0% for the second  quarter of 1998.  This
increase was primarily  attributable  to higher  utilization  rates for services
personnel  during the current  quarter.  During the three  months ended June 30,
1999,  services  and support  contributed  66.0% of the  Company's  gross margin
dollars, as compared to 57.0% during the three months ended June 30, 1998.

         Selling Expenses. Selling expenses decreased by 21.2%, or $0.8 million,
to $2.9 million for the second  quarter of 1999 from $3.7 million for the second
quarter of 1998,  but  increased  as a  percentage  of net sales to 9.2% for the
second quarter of 1999 from 8.3% for the second quarter of 1998. The decrease in
selling expenses was primarily due to decreases in variable costs related to the
decrease in net sales and  marketing  expenses.  The increase as a percentage of
net sales was primarily due to the decrease in net sales during the three months
ended June 30, 1999.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  decreased  by 7.1%,  or $0.2  million,  to $3.1 million for the second
quarter of 1999 from $3.3 million for the second  quarter of 1998, and increased
as a  percentage  of net sales to 9.5% for the second  quarter of 1999 from 7.3%
for the second  quarter of 1998.  The  decrease  in general  and  administrative
expenses in  absolute  dollars was  primarily  due to reduced  personnel-related
costs,  and  reduced  training  costs,  partially  offset by  additional  leased
facilities  and their  related  costs and increased  depreciation  expense.  The
increase in general and administrative expenses as a percentage of net sales was
primarily  due to the  decrease in net sales  during the three months ended June
30, 1999.

                                     - 12 -

<PAGE>

         Six Months  Ended June 30, 1999  Compared to Six Months  Ended June 30,
1998

         Net Sales.  Net sales  decreased by 31.1%,  or $28.2 million,  to $62.2
million  for the first six months of 1999 from $90.4  million  for the first six
months of 1998.  Product sales  decreased by 37.4%,  or $22.9 million,  to $38.2
million  for the first six months of 1999 from $61.1  million  for the first six
months of 1998.  The  decline in product  sales was  primarily  attributable  to
substantially  decreased  business from two  accounts,  as well as lower average
selling prices due to increased competition.  This trend has been accelerated by
the ability of customers to purchase  directly  from  certain  manufacturers  at
discounted prices and the Company's decision not to pursue low-margin  business.
Services  and  support  revenue  decreased  by 18.1% or $5.3  million,  to $24.0
million  for the first six months of 1999 from $29.3  million  for the first six
months of 1998. This decline was primarily attributable to decreased demand from
existing customers and loss of services business directly related to the product
accounts referenced above.

         In the  first  six  months  of 1999,  sales to  Summit  Bank and  PSE&G
accounted  for  approximately  13.2%  and  11.1%  of the  Company's  net  sales,
respectively.  There can be no assurance  that such  customers  will continue to
place product orders with the Company or engage the Company to perform  services
and support at existing levels.

         Gross Profit.  The Company's  gross profit  decreased by 32.6%, or $5.5
million,  to $11.4  million for the first six months of 1999 from $16.9  million
for the first six months of 1998.  Total gross profit margin  decreased to 18.3%
of net  sales for the  first  six  months  of 1999 from  18.7% for the first six
months of 1998.  Gross profit margin  attributable to product sales decreased to
10.8% for the first six  months of 1999 from  12.3% for the first six  months of
1998,  primarily due to downward  pricing pressure on product sales. The Company
expects that downward pricing pressure on products will continue,  and there can
be no assurance  that the Company will be able to improve its margins on product
sales in the future.  Gross profit margin  attributable  to services and support
revenue  decreased  to 30.3% of services  and support  revenue for the first six
months of 1999 from 32.0% for the first six months of 1998. The decrease in such
gross profit margin was primarily  attributable to lower utilization of billable
personnel in the first  quarter of 1999.  During the first six months ended June
30, 1999,  services and support revenue contributed 63.8% of the Company's gross
margin dollars, as compared to 55.4% during the six months ended June 30, 1998.

         Selling Expenses. Selling expenses decreased by 23.4%, or $1.8 million,
to $5.9 million for the first six months of 1999 from $7.7 million for the first
six months of 1998,  and  increased to 9.5% from 8.5% of net sales for the first
six months of 1999 and 1998, respectively.  The decrease in selling expenses was
primarily attributable to decreases in variable costs related to the decrease in
net sales,  decreases in personnel  costs and reduced  marketing  expenses.  The
increase as a percentage  of net sales was  primarily due to the decrease in net
sales during the first six months of 1999.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased  by 7.6%,  or $0.4 million to $6.3 million for the first six
months of 1999 from $5.8 million for the first six months of 1998, and increased
to 10.2%  from 6.5% of net  sales  for the  first  six  months of 1999 and 1998,
respectively. The increase was primarily due to additional leased facilities and
their related costs and increased  depreciation expense. The increase in general
and  administrative  expenses as a percentage  of net sales was primarily due to
the decrease in net sales during the first six months in 1999.

                                     - 13 -

<PAGE>

Liquidity and Capital Resources

         During the first half of 1999,  as was the case  throughout  1998,  the
Company funded its operations  primarily from cash generated by operations.  The
Company's  working  capital was $35.7 million at June 30, 1999 and $35.4 million
at December 31, 1998,  and the Company  remains  debt-free with the exception of
$59,000 in capital leases as of June 30, 1999.

         During  the six months  ended  June 30,  1999,  the  Company  used $0.8
million  in  operating  activities.  This was  primarily  due to  reductions  in
accounts payable and increases in inventories,  offset by a decrease in accounts
receivable. The decrease in accounts receivable is primarily attributable to the
reduction in net sales.  As measured in days sales  outstanding,  the  Company's
accounts  receivable  increased  to 87  days at June  30,  1999  from 78 days at
December 31, 1998.

         The Company  sold 13,176  shares of common  stock to  employees  in the
second quarter.  As of June 30, 1999, a total of 112,490 shares had been sold to
employees  under the 500,000 share  Employee Stock Purchase Plan approved by the
Company's shareholders in May 1998, and the Company has received an aggregate of
$617,051 from such sales.

         The Company purchases certain inventory and equipment through financing
arrangements  with  Finova  Capital  Corporation  and  IBM  Credit  Corporation,
pursuant to which, as of June 30, 1999, there were outstanding  balances of $6.4
million  and  $1.2  million,  respectively.  Obligations  under  such  financing
arrangements  are  collateralized  by  substantially  all of the  assets  of the
Company.  In  connection  with the Loan and Security  Agreement  entered into on
September 30, 1998 with First Union National Bank (the "Bank") (see below),  the
Bank entered into an  intercreditor  agreement with IBM Credit  Corporation  and
Finova  Capital  Corporation  with  respect to their  relative  interests in the
aforementioned collateral.

         On June 30, 1997, the Company and the Bank executed a Loan and Security
Agreement  whereby the Bank expanded the Company's credit facility to enable the
Company to borrow, based upon eligible accounts receivable,  up to $15.0 million
for short-term  working capital purposes.  Such facility includes a $2.5 million
sublimit  for  letters of credit and a $5.0  million  sublimit  for  acquisition
advances.  Under the  facility,  the  Company  may  borrow,  subject  to certain
post-closing  conditions and covenants by the Company,  (i) for working  capital
purposes,  at the Bank's  prime rate less 0.50% or LIBOR plus 1.25% and (ii) for
acquisitions,  at the Bank's  prime rate less  0.25% or LIBOR  plus  1.50%.  The
Company's obligations under such facility are collateralized by a first priority
lien on the Company's  accounts  receivable and inventory,  except for inventory
for which the Bank has or will have  subordinated  its position to certain other
lenders pursuant to intercreditor agreements. On September 30, 1998, the Company
and the Bank  executed a Loan and Security  Agreement  whereby the Bank extended
the Company's credit facility for an additional year through September 30, 1999.

         The Company believes that its available  funds,  together with existing
and anticipated credit  facilities,  will be adequate to satisfy its current and
planned operations for at least the next 24 months.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

         Not applicable.

                                     - 14 -

<PAGE>

                           PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.

         The Annual Meeting of  Shareholders  of the Company (the "Meeting") was
held on May 20, 1999.

         There were  present at the  Meeting in person or by proxy  shareholders
holding an aggregate  of  5,921,706  shares of Common Stock of a total number of
6,388,214 shares of Common Stock issued, outstanding and entitled to vote at the
Meeting.  The  results of the vote  taken at the  Meeting  with  respect to each
nominee for director were as follows:


Nominees                   For              Withheld             Abstain
--------                   ---             -------------         -------

Stan Gang              5,862,823               58,883               0

Michael Gang           5,862,227               59,479               0

Ira Cohen              5,862,527               59,179               0

Donald A. Deieso       5,862,527               59,179               0

Thomas F. Dorazio      5,862,527               59,179               0


         A vote of the  shareholders was taken at the Meeting on the proposal to
amend the Company's  1995  Non-Employee  Director Stock Option Plan to authorize
the issuance to each such director of 5,000 fully vested options to purchase the
Common  Stock  and  the  issuance,  in  the  discretion  of  management,  to any
non-employee  director  whose term  expired as of May 20,  1999 of 10,000  fully
vested  options.  Of the shares of Common Stock present at the Meeting in person
or by proxy, 5,733,602 shares were voted in favor of such proposal, 153,576 were
voted against such proposal,  34,528 shares abstained from voting and there were
no broker non-votes.

         A vote of the  shareholders was taken at the Meeting on the proposal to
approve and ratify the appointment of PricewaterhouseCoopers  LLP as independent
accountants of the Company for the year ending  December 31, 1999. Of the shares
of Common Stock present at the Meeting in person or by proxy,  5,878,736  shares
of Common Stock were voted in favor of such  proposal,  32,996  shares of Common
Stock were voted against such proposal,  9,974 shares abstained from voting, and
there were no broker non-votes.

                                     - 15 -

<PAGE>

Item 5.  Other Information.

         Expansion of Stock Purchase Program.
         ------------------------------------

         On May 20,  1999,  the  Company's  Board of  Directors  authorized  the
repurchase  of up to an  additional  225,000  shares of Common  Stock for use in
connection with the Company's  Employee Stock Purchase Plan, 1995 Stock Plan and
1995 Non-Employee  Director Stock Option Plan. Pursuant to a 225,000 share stock
repurchase  authorization  approved by the Company's Board in May 1998,  150,600
shares had been repurchased as of July 30, 1999 at an average per share price of
$4.78.

         Election of New President and CEO.
         ----------------------------------

         Effective  June 22, 1999,  Donald A. Deieso,  an outside  member of the
Company's Board of Directors and former  president and CEO of three  engineering
and  professional  services  firms,  was elected  President and Chief  Executive
Officer of the Company.  He succeeds Stanley Gang, who will continue to serve as
Chairman of the Board of the Company.

         Subleased Facility.
         -------------------

         The Company and Datajump,  Inc.  entered into a sub-sublease  agreement
dated May 25, 1999 for  approximately  16,038  square feet of office  space at 7
Ridgedale Avenue,  Cedar Knolls,  New Jersey (the Company's  headquarters).  The
lease term extends  through  September 29, 2000 at a base rental rate of $18 per
square foot and upon terms  similar to the Company's  sublease of  substantially
the same space from  American  International  Recovery,  Inc., a  subsidiary  of
American  International  Group. The Company believes that its current facilities
will be adequate  for its needs for the  foreseeable  future,  but  continues to
evaluate its property  needs.  The  sub-sublease  is attached  hereto as Exhibit
10.26.

         Change-of-Control Agreements.
         -----------------------------

         Effective  June 8, 1999,  the Company  entered  into  Change-of-Control
Agreements  with certain of its  executive  officers,  including  Jack P. Adler,
Senior Vice President,  Secretary and General  Counsel;  John  Centinaro,  Chief
Operating  Officer;  David  M.  Gordon,  Vice  President,  Treasurer  and  Chief
Financial  Officer;  Dennis  Samuelson,  Senior  Vice  President,   Professional
Development; and John E. Warren, III, Vice President, Human Resources.  Pursuant
to the agreements (the form of which is attached hereto as Exhibit 10.27),  each
such executive is entitled to  continuation  of salary and benefits for one year
in the event  that a  "change-of-control"  (as  defined)  results  in either the
involuntary  termination of the employment of such executive with the Company or
the voluntary  resignation of such executive from the Company due to a reduction
in salary or benefits.  In addition,  in the event of such  "change-of-control,"
all stock options  previously or hereafter  issued to each such executive  shall
immediately vest and become exercisable.

         For purposes of the aforementioned  agreements,  a  "change-of-control"
shall be deemed to have occurred in the event (i) of the acquisition  (including
as a result of a merger) by any "person" (as such term is used in Section  13(d)
of the  Securities  Exchange  Act of 1934,  as  amended,  or persons  "acting in
concert" of beneficial ownership,  directly or indirectly,  of securities of the
Company  representing  more than 25% of the  combined  voting  power of the then
outstanding securities of the Company entitled to vote generally in the election
of directors of the Company;  and (ii) Stanley Gang ceases to be the Chairman of
the Board of the Company.

                                     - 16 -

<PAGE>

Item 6.   Exhibits and Reports on Form 8-K.

(a)    Exhibits.

         10.26    Sub-Sublease, AlphaNet Solutions, Inc. to Datajump, Inc. dated
                  May 25, 1999.

         10.27    Form of  Change-of-Control Agreement dated June 8, 1999 with
                  Certain  Executive Officers of the Company.

         27       Financial Data Schedule

(b) Reports on Form 8-K.

           No reports on Form 8-K were filed  during the  quarter for which this
           report on Form 10-Q is filed.

                                     - 17 -

<PAGE>

                                   SIGNATURES


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


                               AlphaNet Solutions, Inc.




DATE: August 12, 1999          By: /s/ Donald A. Deieso
                                   ---------------------------------------------
                                   Donald A. Deieso
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)


DATE:  August 12, 1999         By: /s/ David M. Gordon
                                   ---------------------------------------------
                                   David M. Gordon
                                   Vice President, Treasurer and
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

                                     - 18 -