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 September 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 October 29, 1999:

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

Common Stock, $.01 par value                                 6,266,098


<PAGE>


<TABLE>
<CAPTION>
                            ALPHANET SOLUTIONS, INC.

                                TABLE OF CONTENTS


<S>         <C>                                                                                          <C>
PART I.     FINANCIAL INFORMATION

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

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

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

            Consolidated Statements of Cash Flows
            for the Nine Months Ended
            September 30, 1999 (unaudited) and September 30, 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 5.     Other Information............................................................................15

Item 6.     Exhibits and Reports on Form 8-K.............................................................15

SIGNATURES...............................................................................................16

</TABLE>

<PAGE>



                                     PART I.
                                     -------

                              FINANCIAL INFORMATION
                              ---------------------

                          Item 1. Financial Statements



<PAGE>

<TABLE>
<CAPTION>
                            ALPHANET SOLUTIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)


                                                                          September 30,      December 31,
                                                                              1999               1998
                                                                              ----               ----
ASSETS                                                                     (unaudited)
<S>                                                                    <C>                   <C>
Current assets:
        Cash and cash  equivalents . . . . . . . . . . . . . .         $     8,997           $ 13,377
        Accounts receivable, net . . . . . . . . . . . . . .                37,981             33,057
        Inventories . . . . . . . . . . . . . . . . . . . . .                4,874              3,505
        Deferred income tax asset . . . . . . . . . . . . . .                2,233              1,761
        Prepaid expenses and other current assets . . . . . .                1,162              2,309
        Costs in excess of billings . . . . . . . . . . . . .                  221               --
                                                                       -----------           --------

                 Total current assets . . . . . . . . . . . .               55,468             54,009

Property and equipment, net . . . . . . . . . . . . . . . . .                4,507              5,491
Other assets . . . . . . . . . . . . . . . . . . . . . . . ..                2,520              2,394
                                                                       -----------           ---------
                 Total assets. . . . . . . . . . . . . . . .           $    62,495           $ 61,894
                                                                       ===========           =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
        Current portion of capital lease obligations . . . .           $        19           $     17
        Accounts payable . . . . . . . . . . . . . . . . . .                12,038             11,072
        Accrued expenses . . . . . . . . . . . . . . . . . .                 6,799              6,730
        Billings in excess of costs . . . . . . .  . . . . .                    --                815
                                                                       -----------           ---------
                 Total current liabilities . . . . . . . . .                18,856             18,634

Long term liabilities:
        Advance from principal shareholder . . . . . . . . .                   675                675
        Capital lease obligations . . . . . . . . . . . . . .                   36                 49
                                                                       -----------           --------
         Total liabilities . . . . . . . . . . . . . . . . .                19,567             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, 6,413,793 and 6,366,228 shares
        issued and outstanding at September 30, 1999 and
        December 31, 1998, respectively . . . . . . . . . . .                   64                 63

        Additional paid-in capital. . . . . . . . . . . . . .               34,109             33,942

        Retained earnings. . . . . . . . . . . . . . . . . .                 9,475              9,198

        Treasury stock - at cost; 150,600 and 136,800 shares
        at September 30, 1999 and  December 31,1998, respectively             (720)              (667)
                                                                       -----------          ---------

                 Total shareholders' equity . . . . . . . . .              42,928              42,536
                                                                       -----------          ---------
                 Total liabilities and shareholders' equity .          $    62,495          $  61,894
                                                                       ===========          =========

</TABLE>


          See accompanying notes to consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>

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



                                                             Three Months ended                          Nine Months ended
                                                               September 30,                                September 30,
                                                               -------------                                -------------
                                                             1999            1998                       1999           1998
                                                             ----            ----                       ----           ----
<S>                                                   <C>                 <C>                       <C>           <C>
Net sales:
      Product sales. . . . . . . . . . . . . .        $    25,817         $30,388                   $ 64,075      $   91,507
      Services and support . . . . . . . . . .             14,420          13,212                     38,423          42,505
                                                      -----------         -------                   --------      ----------
                                                           40,237          43,600                    102,498         134,012
Cost of sales:
      Product sales . . . . . . . . . . . . . .            23,234          26,669                     57,362          80,249
      Services and support . . . . . . . . . .              9,278           8,661                     26,001          28,576
                                                      -----------         -------                   --------      ----------
                                                           32,512          35,330                     83,363         108,825
                                                      -----------         -------                   --------      ----------
Gross profit . . . . . . . . . . . . . . . . .              7,725           8,270                     19,135          25,187
                                                      -----------         -------                   --------      ----------
Operating expenses:
      Selling, general & administrative                     7,186           7,199                     19,423          20,797
      (Recovery) write-off  of capitalized asset             (139)          2,476                       (139)          2,476
                                                      -----------         -------                   --------      ----------
                                                            7,047           9,675                     19,284          23,273
                                                      -----------         -------                   --------      ----------
Operating income (loss) . . . . . . . . . . . .               678          (1,405)                      (149)          1,914

Other income (expense):
      Interest and other income . . . . . . . .               212              96                        630             344
      Interest expense . . . . . . . . . . . .                 (3)            (15)                       (17)            (61)
                                                      -----------         -------                   --------      ----------
                                                              209              81                        613             283
                                                      -----------         -------                   --------      ----------
Income (loss) before income taxes. . . . . . .                887          (1,324)                       464           2,197
Provision (benefit) for income taxes . . . . .                364            (543)                       187             900
                                                      -----------         -------                   --------      ----------
Net income (loss) . . . . . . . . . . . . . . .       $       523         $  (781)                  $    277      $    1,297
                                                      ===========         ========                  ========      ==========
Basic-Net Income (loss) per share . . . . . . .       $      0.08         $ (0.12)                  $   0.04      $     0.21
                                                      ===========         ========                  ========      ==========
Diluted-Net Income (loss) per share . . . . . .       $      0.08         $ (0.12)                  $   0.04      $     0.20
                                                      ===========         ========                  ========      ==========
Weighted average number of common shares
outstanding . . . . . . . . . . . . . . . . . .             6,255           6,305                      6,247           6,283
                                                      ===========         ========                  ========      ==========
Weighted average number of common and common
equivalent shares outstanding. . . . . . .                  6,260           6,305                      6,249           6,362
                                                      ===========         ========                  ========      ==========

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>


<TABLE>
<CAPTION>

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

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

    Net income . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . .   $      277          $    1,297
    Adjustments  to  reconcile  net  income to net cash  (used in)  provided  by
    operating activities:
          Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .        2,005               1,996
          Provision for bad debt                                                           1,534                  --
          Deferred income taxes. . . . . . . .. . . . . . . . . . . . . . . . . . .         (472)                 --
          (Recovery) write-off of capitalized asset. . . . . . . . . . . . . . . .          (139)              2,476
          Increase (decrease) from changes in:
               Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . .       (6,458)             11,075
               Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (1,369)             (1,068)
               Prepaid expenses and other current assets . . . . . . . . . . . . .         1,147                 659
               Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (258)                310
               Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . .        1,105              (5,652)
               Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . .           69              (9,051)
               Costs in excess of billings. . . . . . . . . . . . . . . . . . . . .       (1,036)                 --
                                                                                      ----------          -----------
          Net cash (used in) provided by operating activities . . . . . . . . . . .       (3,595)              2,042
Cash flows from investing activities:
    Property and equipment expenditures . . . . . . . . . . . . . . . . . . . . . .         (889)             (3,295)
Cash flows from financing activities
    Exercises of stock options and employee stock purchases . . . . . . . . . . . .          168                 674
    Repayment of capital lease obligations . . . . . . . . . . . . . . . . . . . .           (11)                (46)
    Repurchase of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . .           (53)               (375)
                                                                                      ----------          -----------
         Net cash provided by financing activities. . . . . . . . . . . . . . . . .          104                 253
                                                                                      ----------          -----------

Net (decrease) in cash and cash equivalents                                               (4,380)             (1,000)
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . .      13,377               2,689
                                                                                      -----------         -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . . . . . . . . .   $    8,997          $    1,689
                                                                                      ===========         ===========

</TABLE>

          See accompanying notes to consolidated financial statements.

<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  regionally-based
information   technology  consulting  and  professional  services  company  that
delivers  state-of-the-art  business  solutions  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.


<PAGE>

<TABLE>
<CAPTION>
                        COMPUTATION OF EARNINGS PER SHARE
                    (in thousands, except per share amounts)
                                   (unaudited)


                                                                    Three Months ended            Nine Months ended
                                                                       September 30,                September 30,
                                                                    -------------------          -------------------
                                                                      1999         1998          1999           1998
                                                                      ----         ----          ----           ----
<S>                                                            <C>           <C>               <C>           <C>
Net income  (loss) . . . . . . . . . . . . . . . . . . .       $      523    $     (781)       $   277       $ 1,297
                                                               ===========   ==========        =======       =======
Basic:

  Weighted average number of shares outstanding. . . . .             6,255        6,305          6,247         6,283
                                                               ===========   ==========        =======       =======

   Net income (loss) per share.  . . . . . . . . . . . . .     $      0.08   $    (0.12)       $  0.04       $ 0 .21
                                                               ===========   ==========        =======       =======

Diluted:

   Weighted average number of shares outstanding . . . .             6,255        6,305          6,247         6,283
   Dilutive effects of stock options . . . . . . . . . .                 5           --              2            79
                                                               -----------    ---------        -------        --------

   Weighted average number of common and common
   Equivalent shares outstanding                                     6,260        6,305          6,249         6,362
                                                               ===========    =========        =======        ========

   Net Income (loss) per share . . . . . . . . . . . . .       $      0.08    $  ( 0.12)       $ 0.04        $  0.20
                                                               ===========    ==========       =======       =========

</TABLE>

<PAGE>


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

General


      The Company is a regionally-based  information  technology  consulting and
professional services company that delivers  state-of-the-art business solutions
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 third quarter and
nine months of 1999, net product sales were 64.2% and 62.5%,  respectively,  and
services and support revenue was 35.8% and 37.5%, respectively, of the Company's
net sales.  During the same  periods,  gross profit from product sales was 33.4%
and 35.1%, respectively,  and gross profit from services and support revenue was
66.6% and 64.9%, respectively, of the Company's total gross profit.

      During the third quarter of 1999, the Company's  total net sales decreased
by 7.7%.  This decline was primarily  attributable  to  substantially  decreased
business from two predominantly low-margin product accounts, partially offset by
increased  business from other customers.  During the first nine months of 1999,
the Company's  total net sales  decreased by 23.5% as compared to the comparable
prior  year  period,   due  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 Micro
Inc.,  Pinacor,  Inc. and Tech Data  Corporation,  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, and 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 nine months ended September 30, 1999, the
Company acquired  approximately 59%, 21% and 10% 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
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 reductions in selling,  general
and administrative expenses, will result in improved operating performance.

      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 able 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  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.  During  the  1999  third  quarter,  services  revenue  accounted  for
approximately  67% of the  Company's  total gross profit in this period.  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 higher margins 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.  This request was supplemented with
a  further  submission  in  October  1999.  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.



<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 that 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.  Based upon the  responses
received,  the Company does not presently  believe that its  operations  will be
materially  impacted by a failure of such third  parties to remediate  their own
Year 2000 Problem,  if any. 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.

      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 costs incurred to date to purchase and
install Platinum SQL were approximately  $1,000,000.  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.

      The Company has not developed a contingency  plan with respect to any Year
2000 compliance  issues based upon the Company's  inquiries of its suppliers and
customers.  This is because  the Company  does not  presently  believe  that its
operations  will  be  materially  impacted  by a  failure  of its  suppliers  or
customers to remediate  their own Year 2000  Problem,  if any. Such plans may be
developed as and if the need arises.

      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 this Report.

<PAGE>

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 herein.


<PAGE>


Results of Operations

Three Months Ended September 30, 1999 Compared To Three Months Ended
September 30, 1998

      Net Sales. Net sales decreased by 7.7%, or $3.4 million,  to $40.2 million
for the third  quarter of 1999 from $43.6 million for the third quarter of 1998.
Product  sales  decreased by 15.0%,  or $4.6  million,  to $25.8 million for the
third  quarter of 1999 from $30.4  million for the third  quarter of 1998.  This
decline in product sales was primarily  attributable  to  substantially  reduced
business from two predominantly low-margin product accounts, partially offset by
increased business with other customers, 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  increased by 9.1%, or $1.2  million,  to $14.4 million for the
third  quarter of 1999 from $13.2  million for the third  quarter of 1998.  This
increase is due to higher demand from  existing  clients and the addition of new
customers.

      During the third quarter of 1999,  sales to Mercedes  Benz,  USA and PSE&G
accounted  for  approximately  24% and 16%,  respectively,  of the Company's net
sales.  There can be no assurance  that such  customers  will  continue to place
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 6.6%,  or $0.6
million, to $7.7 million for the third quarter of 1999 from $8.3 million for the
third  quarter of 1998.  Measured as a percentage  of net sales,  the  Company's
overall  gross  profit  margin  increased  to 19.2% of net  sales  for the third
quarter of 1999 from 19.0% for the third  quarter of 1998.  Gross profit  margin
attributable  to product sales  decreased to 10.0% for the third quarter of 1999
from 12.2% for the third  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  foreseeable  future.  Gross margin
attributable to services and support revenue  increased to 35.7% of services and
support  revenue for the third  quarter of 1999 from 34.4% for the third quarter
of 1998 due to higher utilization rates for service personnel during the current
quarter.  During the third  quarter of 1999,  services  and support  contributed
66.6% of the  Company's  gross margin  dollars,  as compared to 55.0% during the
third quarter of 1998.

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses  remained  contant at $7.2  million  for both the third
quarter  of 1999 and  1998.  During  the  third  quarter  of 1999,  the  Company
increased its accounts receivable reserve by $1.5 million to reflect potentially
uncollectable   amounts.   This  increase  was  offset  by  lower  salaries  and
payroll-related  expenses relating to reductions in staff, decreases in variable
sales expenses,  and lower rent expense attributable to the subleasing of excess
space.

      (Recovery)  Write-off of  Capitalized  Asset.  During the third quarter of
1998,  the  Company  recorded  a charge of $2.5  million  to  reflect a one-time
write-off  of  capitalized  software and  consulting  fees  associated  with the
Company's  termination of  implementation of an integrated  accounting  software
program.  In the third quarter of 1999, the Company was able to recover $139,000
of such costs written-off during the third quarter of 1998.





Nine Months Ended September 30, 1999 Compared to Nine Months Ended
September 30, 1998

      Net sales.  Net sales  decreased  by 23.5%,  or $31.5  million,  to $102.5
million for the first nine months of 1999 from $134.0 million for the first nine
months of 1998.  Product sales  decreased by 30.0%,  or $27.4 million,  to $64.1
million for the first nine months of 1999 from $91.5  million for the first nine
months of 1998.  The  decline in product  sales was  primarily  attributable  to
substantially  reduced  business  from  two  predominantly   low-margin  product
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 9.6% or
$4.1  million,  to $38.4  million  for the first nine  months of 1999 from $42.5
million  for  the  first  nine  months  of  1998.  This  decline  was  primarily
attributable to decreased  demand from existing  customers,  partially offset by
increased services business from new customers during the third quarter of 1999,
and  loss  of  services  business  directly  related  to  the  product  accounts
referenced above.

      In the first nine months of 1999,  sales to Mercedes Benz,  USA; PSE&G and
Summit Bank  accounted for  approximately  13%, 13% and 10% 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 24.0%,  or $6.1
million,  to $19.1  million for the first nine months of 1999 from $25.2 million
for the first nine months of 1998.  Total gross profit margin decreased to 18.7%
of net sales for the first  nine  months of 1999 from  18.8% for the first  nine
months of 1998.  Gross profit margin  attributable to product sales decreased to
10.5% for the first nine  months of 1999 from 12.3% for the first nine 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 foreseeable  future.  Gross profit margin  attributable to services
and support  revenue  decreased to 32.3% of services and support revenue for the
first  nine  months of 1999 from 32.8% for the first  nine  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
nine months ended September 30, 1999,  services and support revenue  contributed
64.9% of the  Company's  gross margin  dollars,  as compared to 55.3% during the
nine months ended September 30, 1998.

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative expenses decreased by 6.6%, or $1.4 million, to $19.4 million for
the first nine  months of 1999 from $20.8  million  for the first nine months of
1998. The decrease in selling, general and administrative expenses was primarily
attributable to lower variable  selling  expenses related to the decrease in net
sales,  lower  salaries  and payroll  related  cost due to staff  reductions  as
compared to the prior year period and reduced  marketing  costs.  Such decreases
were  partially  offset by the  increase in the  Company's  accounts  receivable
reserve of $1.5 million during the third quarter of 1999 to reflect  potentially
uncollectable amounts.

      (Recovery)  Write-off of  Capitalized  Asset.  During the third quarter of
1998,  the  Company  recorded  a charge of $2.5  million  to  reflect a one-time
write-off  of  capitalized  software and  consulting  fees  associated  with the
Company's  termination of  implementation of an integrated  accounting  software
program.  In the third quarter of 1999, the Company was able to recover $139,000
of such costs written-off during the third quarter of 1998.




Liquidity and Capital Resources

      During the first nine months 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 $36.6  million at  September  30, 1999 and $35.4
million at December 31, 1998, and the Company is debt-free with the exception of
$55,000 in capital leases as of September 30, 1999.

      During the nine months ended  September  30,  1999,  the Company used $3.6
million in operating activities. This was primarily due to increases in accounts
receivable  and  inventories,  offset by an  increase  in  accounts  payable and
non-cash  expenses  relating  to  depreciation,  amortization  and bad debt.  As
measured in days sales outstanding,  the Company's accounts receivable increased
to 87 days at September 30, 1999 from 78 days at December 31, 1998.

      The Company  sold 12,223  shares of common stock to employees in the third
quarter.  As of September  30, 1999, a total of 124,713  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
$661,313 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 September 30, 1999, there were outstanding  balances of
$5.1 million and $4.2 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 entered into an amendment to the  aforementioned  Loan and Security
Agreement,  whereby the Bank  extended  the  Company's  credit  facility  for an
additional  year through  September  30, 1999.  As of  September  28, 1999,  the
Company  entered into a further  amendment  to the Loan and  Security  Agreement
extending the existing credit arrangements through December 31, 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.



                           PART II. OTHER INFORMATION
                           --------------------------


Item 5.    Other Information.

           Early  Termination of New York City Lease. As of October 6, 1999, the
Company  entered  into a Lease  Termination  and  Surrender  Agreement  with the
landlord of its leased  premises at 460 West 34th Street,  pursuant to which, in
consideration  of the sum of  $125,000  payable to the Company and return of the
Company's  security  deposit in the amount of $43,333.33,  together with accrued
interest thereon,  the Company surrendered its leased space, and assigned all of
its right,  title and interest as sublandlord  under a sublease for a portion of
such space, to the landlord.  The Company has since received the  aforementioned
sums  from the  landlord  and  leased  alternative  space in New York  City more
proximate to its clients.


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

(a)   Exhibit.

         10.28      Second Amendment and Reaffirmation of Loan Documents
                    dated September 28, 1999 by and among AlphaNet
                    Solutions, Inc., The LearningNet, Inc. (f/k/a)
                    NETtemps, Inc. and First Union National Bank.

         10.29      Revolving Note dated September 28, 1999 by and between First
                    Union National Bank and AlphaNet Solutions, Inc.

         10.30      Lease  Termination  and  Surrender  Agreement  dated  as  of
                    October  6,  1999  by  and  between  460  West  34th  Street
                    Associates and AlphaNet Solutions, Inc.

         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.


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




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