UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


[X]  Quarterly  report  pursuant  to Section 13 or 15(d) of the  Securities
     Exchange Act of 1934

For the quarterly period ended July 31, 1998

                                       or

[ ]  Transition  report  pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934

For the transition period from ________ to ________


                         Commission file number 0-21105

                      RESEARCH PARTNERS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


Delaware                                                 13-3414302
--------------------------------                      --------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

One State Street Plaza, New York, NY                                 10004
----------------------------------------                           ----------
(Address of principal executive offices)                           (Zip Code)

(212)509-3800
---------------
(Registrant's telephone number, including area code)

                                GKN Holding Corp.
              ---------------------------------------------------- 
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes   X    No |_|

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Class                                      Outstanding at September 14, 1998
--------------------------------           ----------------------------------
Common Stock, $.0001 par value                  8,110,899 shares




<PAGE>



             RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
                                      Index




Part I - Financial Information                                          Page

Item 1.   Financial Statements

     Consolidated Statements of Financial Condition as of
     July 31, 1998 (Unaudited) and January 31, 1998                       3

     Consolidated Statements of Operations for the three and six
     months ended July 31, 1998 and 1997 (Unaudited)                      4

     Consolidated Statements of Changes in Stockholders' Equity
     for the year ended January 31, 1998 and the six months
     ended July 31, 1998 (Unaudited)                                      5

     Consolidated Statements of Cash Flows for the six months
     ended July 31, 1998 and 1997 (Unaudited)                             6

     Notes to Consolidated Financial Statements                           7

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


Part II - Other Information

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

Item 5    Other Information                                              15

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


                                       2
<PAGE>

Part I - FINANCIAL INFORMATION
Item 1.  Financial Statements

             RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
                 Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>
                                                                              July 31,           January 31,
                                                                                1998                 1998
                                                                          --------------         ----------
                                                                           (Unaudited)
<S>                                                                       <C>                   <C>
Assets
Cash and cash equivalents                                                 $   10,169,000         $    8,111,000
Receivable from brokers and dealers                                              202,000                896,000
Securities owned, at market value                                              6,203,000             10,154,000
Securities owned, not readily marketable, at fair value                          635,000              1,443,000
Investments                                                                    4,423,000              3,640,000
Office furniture, equipment and leasehold improvements, net                    1,291,000              1,043,000
Goodwill, net                                                                  3,763,000              3,684,000
Loans receivable                                                               1,613,000              1,404,000
Income taxes receivable                                                          498,000              3,544,000
Deferred tax asset                                                               629,000                      -
Other assets                                                                   2,954,000              3,053,000
                                                                          --------------         --------------
Total assets                                                              $   32,380,000         $   36,972,000
                                                                          ==============         ==============

Liabilities and Stockholders' Equity
Liabilities:
 Securities sold, not yet purchased, at market value                      $      438,000         $    2,320,000
 Commissions payable                                                           2,629,000              1,441,000
 Deferred compensation                                                            11,000              1,796,000
 Deferred tax liability                                                                -                236,000
 Accrued expenses and other liabilities                                        2,491,000              2,982,000
                                                                          --------------         --------------
                                                                               5,569,000              8,775,000
 Liability subordinated to the claims of general creditors                       498,000                576,000
                                                                          --------------         --------------
 Total liabilities                                                             6,067,000              9,351,000
                                                                          --------------         --------------

Stockholders' equity:
 Preferred stock, $.10 par value; 1,200,000 shares authorized;
    1,140,000 shares issued and outstanding                                      114,000                114,000
 Common stock, $.0001 par value; 35,000,000 shares
     authorized; 9,209,875 shares issued; 8,110,899 and
    8,095,899 shares outstanding                                                   1,000                  1,000
 Additional paid-in capital                                                   21,018,000             20,710,000
 Retained earnings                                                            10,063,000             11,734,000
 Accumulated other comprehensive income                                          (47,000)               (36,000)
                                                                          --------------         --------------
                                                                              31,149,000             32,523,000
 Less treasury stock, at cost; 1,098,976 and 1,113,976 shares                 (4,836,000)            (4,902,000)
                                                                          --------------         --------------
 Total stockholders' equity                                                   26,313,000             27,621,000
                                                                          --------------         --------------
Total liabilities and stockholders' equity                                $   32,380,000         $   36,972,000
                                                                          ==============         ==============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3

<PAGE>

             RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                 Three Months                             Six Months
                                                Ended July 31,                          Ended July 31,
                                      -----------------------------------    -------------------------------
                                           1998                1997                1998               1997
                                      ---------------     ---------------    ----------------    -----------
<S>                                   <C>                 <C>                <C>                 <C>            
Revenues:
   Commissions                        $    11,009,000     $     9,630,000    $     22,018,000    $    17,734,000
   Investment banking                       1,197,000           3,053,000           3,550,000          3,729,000
   Principal transactions                  (1,214,000)          1,445,000             (82,000)           691,000
   Interest                                   316,000             310,000             668,000            735,000
   Other                                    1,098,000             357,000           1,640,000            455,000
                                      ---------------     ---------------    ----------------    ---------------
Total revenues                             12,406,000          14,795,000          27,794,000         23,344,000
                                      ---------------     ---------------    ----------------    ---------------

Expenses:
   Compensation and benefits                9,845,000           8,624,000          19,700,000         16,378,000
   Communications                           1,410,000           1,173,000           2,511,000          2,370,000
   Brokerage, clearing and
     exchange fees                          1,003,000             867,000           1,855,000          1,568,000
   Occupancy and equipment                  1,442,000             809,000           2,808,000          1,509,000
   Business development                       655,000             522,000           1,188,000          1,176,000
   Professional fees                          683,000             267,000             953,000            495,000
   Investigations and settlements                   -           1,188,000                   -          1,988,000
   Other                                      462,000           1,317,000           1,262,000          1,973,000
                                      ---------------     ---------------    ----------------    ---------------
Total expenses                             15,500,000          14,767,000          30,277,000         27,457,000
                                      ---------------     ---------------    ----------------    ---------------

Income (loss) before income taxes          (3,094,000)             28,000          (2,483,000)        (4,113,000)

Income tax (benefit)                       (1,123,000)             24,000            (812,000)        (1,664,000)
                                      ---------------     ---------------    ----------------    ---------------

Net income (loss)                     $    (1,971,000)    $         4,000    $     (1,671,000)   $    (2,449,000)
                                      ===============     ===============    ================    ===============

Basic earnings (loss)
   per common share                   $        (0.24)     $          0.00    $         (0.21)    $        (0.30)
                                      ==============      ===============    ===============     ==============

Diluted earnings (loss)
   per common share                   $        (0.24)     $          0.00    $         (0.21)    $        (0.30)
                                      ==============      ===============    ===============     ==============

Weighted average common
   shares outstanding - basic               8,104,214           8,094,334           8,100,126          8,132,452
                                      ===============     ===============    ================    ===============

Weighted average common
   shares outstanding - diluted             8,104,214           8,341,442           8,100,126          8,132,452
                                      ===============     ===============    ================    ===============
</TABLE>


      See  accompanying  notes  to  consolidated  financial statements.
                                       4


<PAGE>

             RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
           Consolidated Statements of Changes in Stockholders' Equity
 For the Year Ended January 31, 1998 and the Six Months Ended July 31, 1998 
                                  (Unaudited)
<TABLE>
<CAPTION>  
                                                                                  Accumulated                          
                                         Preferred                                   Other
                 Common Stock             Stock           Additional                Compre-      Treasury Stock
               ----------------    -------------------     Paid-in      Retained    hensive  -------------------------  
                Shares     Amt.     Shares        Amt.     Capital      Earnings     Income     Shares       Amount       Total
               ---------  -------  ----------  --------- -------------  ----------- -------- -----------  ------------  ----------
<S>             <C>        <C>     <C>         <C>        <C>               <C>
Balance at
 January 31, 
 1997           9,217,875   1,000           -         -   19,931,000    18,247,000   (3,000)   (992,363)   (3,150,000)  35,026,000
Net loss                -       -           -         -            -    (6,513,000)                   -             -   (6,513,000)
Stock issued - 
acquisition             -       -   1,140,000   114,000    1,376,000             -              152,000       482,000    1,972,000
Stock issued - 
 compensation
 plan                   -       -           -         -   (1,193,000)            -              288,944     1,193,000            -
Amortization 
 of unearned 
 compensation           -       -           -         -      545,000             -                    -             -      545,000
Stock options 
 exercised              -       -           -         -      (45,000)            -               34,443       124,000       79,000
Note receivable
 for given              -       -           -         -      100,000             -                    -             -      100,000
Retirement
 of stock          (8,000)      -           -         -            -             -                8,000        35,000       35,000
Purchase 
 of treasury 
 stock                  -       -           -         -            -             -             (605,000)   (3,586,000)  (3,586,000)
Translation 
 adjustment             -       -           -         -            -             -  (33,000)          -             -      (33,000)
Other                   -       -           -         -       (4,000)            -        -           -             -       (4,000)
                 --------  ------  -----------  -------    ---------    ----------   -------    -------     ---------    ----------
Balance at
 January 31,
 1998           9,209,875  $1,000   1,140,000  $114,000  $20,710,000   $11,734,000 $(36,000) (1,113,976)  $(4,902,000) $27,621,000

Net loss                -       -           -         -            -    (1,671,000)       -           -             -   (1,671,000)
Stock issued - 
 compensation 
 plan                   -       -           -         -       (6,000)            -        -      15,000        66,000       60,000
Amortization
 of unearned 
 compensation           -       -           -         -      314,000             -        -           -             -      314,000
Translation 
 adjustment             -       -           -         -            -             -   (11,000)         -             -      (11,000)
                 --------  ------  -----------  -------    ---------    ----------   -------    -------     ---------    ----------
Balance at
 July 31, 
 1998           9,209,875 $1,000    1,140,000  $114,000  $21,018,000  $ 10,063,000  $(47,000)(1,098,976)  $(4,836,000) $26,313,000
                ========= ======  ===========  ========  ===========  ============  ========  =========   ===========  ===========
</TABLE>



     See   accompanying   notes  to  consolidated financial statements.


                                       5


<PAGE>

             RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        Six Months Ended July 31,
                                                                        1998                   1997
                                                                  ----------------        --------------
<S>                                                               <C>                     <C>
Operating activities:
   Net loss                                                       $     (1,671,000)       $     (2,449,000)
   Adjustments to reconcile net loss to net
     cash provided by (used in) operating activities:
      Depreciation and amortization                                        360,000                 354,000
      Deferred taxes                                                      (865,000)                (85,000)
      Other                                                                381,000                 254,000
                                                                  ----------------        ----------------
                                                                        (1,795,000)             (1,926,000)
   (Increase) decrease in operating assets:
     Receivable from brokers and dealers                                   694,000               4,673,000
     Securities owned, at market value                                   3,951,000                 515,000
     Securities owned, not readily marketable                              808,000                 239,000
     Loans receivable                                                     (209,000)             (2,182,000)
     Income taxes receivable                                             3,046,000              (2,017,000)
     Other assets                                                           18,000                (308,000)
 Increase (decrease) in operating liabilities:
     Securities sold, not yet purchased                                 (1,882,000)             (1,229,000)
     Commissions payable                                                 1,188,000              (1,106,000)
     Deferred compensation                                              (1,785,000)               (516,000)
     Income taxes payable                                                        -                (229,000)
     Accrued expenses and other liabilities                               (491,000)              1,794,000
     Translation adjustment                                                (11,000)                (19,000)
                                                                  ----------------        ----------------
Net cash provided by (used in) operating activities                      3,532,000              (2,311,000)
                                                                  ----------------        ----------------

Investing activities:
 Purchase of office furniture, equipment
     and leasehold improvements                                           (448,000)               (117,000)
 Limited partnerships                                                     (783,000)               (372,000)
 Acquisition, net of cash acquired                                               -                (197,000)
 Goodwill resulting from acquisition                                      (159,000)                  9,000
                                                                  ----------------        ----------------
Net cash used in investing activities                                   (1,390,000)               (677,000)
                                                                  ----------------        ----------------

Financing activities:
   Issuance of common shares                                                     -                  75,000
   Purchase of treasury stock                                                    -              (3,586,000)
   Repayment of subordinated debt                                          (84,000)               (186,000)
                                                                  ----------------        ----------------
Net cash used in financing activities                                      (84,000)             (3,697,000)
                                                                  ----------------        ----------------

Net change in cash and cash equivalents                                  2,058,000              (6,685,000)
Cash and cash equivalents at beginning of year                           8,111,000              17,856,000
                                                                  ----------------        ----------------
Cash and cash equivalents at end of period                        $     10,169,000        $     11,171,000
                                                                  ================        ================

</TABLE>

  See  accompanying  notes  to  consolidated  financial statements.

                                       6
<PAGE>


             RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


1.  Basis of Presentation

The consolidated  financial statements include the accounts of Research Partners
International,   Inc.  and  its  subsidiaries  (the  Company).  All  significant
intercompany  accounts and transactions are eliminated in consolidation.  In the
opinion  of  management,  the  consolidated  financial  statements  reflect  all
adjustments,  which are all of a normal recurring  nature,  necessary for a fair
statement of the Company's  financial position and results of operations for the
interim periods  presented.  These consolidated  financial  statements should be
read in conjunction  with the Company's  consolidated  financial  statements and
notes  thereto for the year ended January 31, 1998, in its annual report on Form
10-K.  Certain  reclassifications  have been made to the prior  year  amounts to
conform to the current presentation.

The financial  statements conform with generally accepted accounting  principles
(GAAP). The preparation of financial statements in conformity with GAAP requires
the Company to make estimates and assumptions  that affect the reported  amounts
of assets and liabilities  and disclosures of contingent  assets and liabilities
at the date of the consolidated financial statements and the reported amounts of
revenues and expenses  during the reporting  period.  Actual  results could vary
from these estimates.

The  Company's  principal  business  activities  are  affected by many  factors,
including  general  economic  and  market   conditions,   which  can  result  in
substantial  fluctuations in the Company's  revenues and net income.  Therefore,
the  results of  operations  for the six months  ended  July 31,  1998,  are not
necessarily  indicative  of the  results  which may be  expected  for the entire
fiscal year.

2.  Net Capital Requirements

GKN Securities Corp. (GKN), Southeast Research Partners,  Inc. (Southeast),  and
Shochet  Securities,  Inc.  (Shochet),  all  wholly  owned  subsidiaries  of the
Company,  are  registered   broker-dealers  with  the  Securities  and  Exchange
Commission (the SEC) and member firms of the National  Association of Securities
Dealers,  Inc. (NASD). As such, GKN,  Southeast,  and Shochet are subject to the
SEC's net capital rule, which requires the maintenance of minimum net capital.

GKN has elected to compute net capital using the alternative method permitted by
the net capital rule,  which requires that it maintain  minimum net capital,  as
defined, to be greater than or equal to $250,000.  At July 31, 1998, GKN had net
capital of $4,807,000.

Southeast  has  elected to compute  net  capital  under the  standard  aggregate
indebtedness  method  permitted by the net capital rule, which requires that the
ratio of  aggregate  indebtedness  to net  capital,  both as defined,  shall not
exceed 15 to 1. At July 31,  1998,  Southeast  had net capital of $690,000 and a
net capital  requirement of $163,000.  Southeast's net capital ratio at July 31,
1998, was 3.54 to 1.

Shochet has also  elected to compute net capital  under the  standard  aggregate
indebtedness method permitted by the net capital rule. At July 31, 1998, Shochet
had  net  capital  of $  454,000  and a net  capital  requirement  of  $100,000.
Shochet's net capital ratio at July 31, 1998, was 1.46 to 1.

3.  Earnings Per Share

Effective for the fiscal year ended January 31, 1998,  the Company  adopted SFAS
No. 128,  Earnings per Share (SFAS 128),  which  established  new  standards for
computing and presenting  earnings per share (EPS).  This statement  changes the
calculation and presentation of EPS. The new presentation consists of basic EPS,
which  includes  no  dilution  and is  computed  by  dividing  net income by the
weighted-average number of common shares outstanding for the period, and diluted
EPS,  which is similar to the previously  disclosed  fully diluted EPS. SFAS 128

                                       7
<PAGE>


will  result  in basic  EPS  results  higher  than EPS as  calculated  under the
previous  method.  All  earnings  per share  amounts for all  periods  have been
presented  and,  where  appropriate,   restated  to  conform  to  the  SFAS  128
requirements.  For the three and six month  periods  ended July 31, 1998 and for
the six months ended July 31,  1997,  common stock  equivalents,  consisting  of
stock options,  warrants and convertible  preferred stock,  were not included in
the  computation  of diluted  EPS,  as the  inclusion  of such  shares  would be
anti-dilutive due to the Company's net loss in those periods.

The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
 
                                                  Three months ended July 31,        Six months ended July 31,
                                            -----------------------------------    -------------------------------
                                                    1998               1997            1998              1997
                                               --------------    ---------------    --------------   -------------
<S>                                           <C>              <C>                <C>              <C>   
     Numerator for basic and diluted EPS:
       Net income (loss)                       $   (1,971,000)  $        4,000    $   (1,671,000)  $    (2,449,000)

     Denominator for basic EPS:
       Weighted-average common shares               8,104,214        8,094,334         8,100,126         8,132,452
       Dilutive common stock equivalents                    -          247,108                 -                 -
                                               --------------   --------------    --------------   ---------------
       Denominator for diluted EPS:                 8,104,214        8,341,442         8,100,126         8,132,452

     Basic EPS                                 $       (0.24)   $         0.00    $       (0.21)   $        (0.30)
     Diluted EPS                               $       (0.24)   $         0.00    $       (0.21)   $        (0.30)
</TABLE>

4.   Supplemental Cash Flow Information
 
                                                   Six Months Ended July 31,
                                                   -------------------------
                                                       1998           1997
                                                   ------------  -----------
Cash paid for:
Income taxes                                      $   199,000      $  731,000
Interest                                                9,000          34,000


Non-cash financing activities:
   Treasury stock issued for 
    Incentive Compensation Plan                   $    66,000      $3,586,000

Details of acquisition:
   Fair value of assets acquired                  $         -      $1,479,000
   Liabilities assumed                                      -      (1,474,000)
   Common stock issued in acquisition                       -        (960,000)
   Preferred stock issued in acquisition                    -      (1,152,000)
   Goodwill                                                 -       2,304,000
                                                  ------------   -------------
   Net cash used for acquisition                  $         -     $   197,000
                                                  ============   =============

5.   Commitments and Contingencies

Various legal  proceedings  are pending against the  broker-dealers.  Management
believes that, other than as reflected in the consolidated financial statements,
the aggregate liability resulting from these proceedings will not be material.

                                       8

<PAGE>



6.   Comprehensive Income

The Company has adopted  SFAS No. 130,  Reporting  Comprehensive  Income,  which
establishes  standards for the reporting and display of comprehensive income and
its components. Total comprehensive income measures all changes in stockholders'
equity resulting from  transactions of the period,  other than transactions with
stockholders.

The components of  comprehensive  income for the three and six months ended July
31, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>

                                                  Three months ended July 31,         Six months ended July 31,
                                               --------------------------------   -------------------------------
                                                    1998               1997            1998              1997
                                               ----------------  --------------   --------------   ---------------
<S>                                            <C>              <C>               <C>              <C>             
Net income                                     $   (1,971,000)  $        4,000    $   (1,671,000)  $    (2,449,000)
Other comprehensive income:
         Foreign currency translation
                  adjustments                               -          (11,000)          (11,000)          (19,000)
                                              ----------------  ---------------   ---------------   ---------------
Total comprehensive income                     $   (1,971,000)  $       (7,000)   $   (1,682,000)  $    (2,468,000)
                                               ==============   ==============    ==============   ================
</TABLE>

                                       9

<PAGE>



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

Results of Operations

Three Months Ended July 31, 1998  vs. Three Months Ended July 31, 1997
----------------------------------------------------------------------

Net loss for the three months ended July 31, 1998 was  $(1,971,000)  as compared
with net income of $4,000 for the three  months  ended July 31,  1997.  Loss per
share of common  stock for the three  months  ended July 31, 1998 was $(0.24) as
compared to $0.00 for the three  months  ended July 31,  1997.  The decrease was
primarily  attributable to lower  investment  banking activity and larger losses
from  principal  transactions.  During the  quarter,  the Company  expanded  its
business to include day trading and fixed  income  activities.  This  expansion,
notwithstanding  the investment  costs, is expected to enhance  profitability in
the near future.

The  Company's  principal  business  activities  are  affected by many  factors,
including  general  economic  and  market   conditions,   which  can  result  in
substantial  fluctuations in the Company's  revenues and net income.  Therefore,
the results of operations for the quarter are not necessarily  indicative of the
results which may be expected for the entire fiscal year.

Revenues

Total revenues  decreased by 16% to $12,406,000 for the second quarter of fiscal
1999, mainly as a result of trading and investment revenue losses and a decrease
in investment  banking  activity.  These  decreases  were offset by increases in
commission revenues and other income.

Commission revenues increased by $1,379,000, or 14%, for the second quarter. The
Company executed 41% more trades during the period at an average  commission 19%
lower as compared to the same period in the prior year.

Investment banking revenues  decreased by $1,856,000,  or 61%. During the second
quarter of fiscal 1999 the Company  raised $15.2 million for  corporate  clients
through one public  offering  and one private  placement.  In the same period in
fiscal 1998 the Company raised $46.4 million for its clients through four public
offerings and two private  placements.  The Company is transitioning  from being
the sole manager on micro-cap underwritings to a co-manager on small and mid-cap
issues.

Principal transactions generated losses of $(1,214,000) in the second quarter of
fiscal  1999,  as  opposed to a  $1,445,000  gain in the  fiscal  1998  quarter.
Investment  account losses totaled  $(472,000),  while market making  activities
generated a loss of $(742,000).

Other  revenues  increased  $741,000  to  $1,098,000,  mainly as a result of the
Company's merchant banking and asset management activities.


Expenses

Total  expenses for the quarter in fiscal 1999 were  $15,500,000,  a 5% increase
over the first quarter in fiscal 1998. The increase is attributable to increases
in compensation and benefits expense, as well as occupancy and equipment charges
and professional fees, offset by decreases in investigations and settlements and
other expenses.

Compensation  and benefits expense  increased 14% to $9,845,000.  These expenses
are  primarily  variable as  commissions  to brokers are paid as a percentage of
commission revenues generated. The expense increase in fiscal 1999 is consistent
with the increase in commission revenue, and personnel costs associated with the
Company's expansion into day trading and fixed income activities.

                                       10
<PAGE>



Communications  expense  increased  by  $237,000,  or 20%,  as a  result  of the
Company's new business ventures.

Brokerage,  clearing  and  exchange  fees  increased  by $136,000  or 16%.  This
increase was attributable to the increase in trade volume.

Occupancy and equipment expenses increased  $633,000,  or 78% as a result of the
addition  of  new  branch   offices,   the  move  of  the  Company's   corporate
headquarters,  and the  investment  made to upgrade the Company's  technological
infrastructure.

Business  development  expenses  increased  by 26% to $655,000  due to increased
promotional activities.

Professional fees increased by $416,000,  mainly as a result of costs associated
with implementing the Company's new mission.

Investigations   and  settlements  were   eliminated,   as  the  SEC  and  NASDR
investigatory matters are settled and have been completed.

Other  expenses   decreased   $855,000,   or  65%  primarily  due  to  decreased
amortization of recruiting payments to brokers.

Weighted average common shares outstanding

The average  number of common  shares and common stock  equivalents  outstanding
used in the computation of basic earnings per common share was 8,104,214 for the
second  quarter of fiscal 1999,  compared  with  8,094,334  in fiscal 1998.  The
average number of common shares and common stock equivalents outstanding used in
the  computation  of diluted  earnings  per common share was  8,104,214  for the
second quarter of fiscal 1999, compared with 8,341,442 in fiscal 1998.

Six Months Ended July 31, 1998 vs. Six Months Ended July 31, 1997
-------------------------------------------------------------------

Net loss for the six months  ended July 31,  1998 was  $(1,671,000)  as compared
with net loss of  $(2,449,000)  for the six months ended July 31, 1997. Loss per
share of common  stock for the six  months  ended July 31,  1998 was  $(0.21) as
compared  to $(0.30) for the six months  ended July 31,  1997.  The  increase in
operating results is primarily the result of increased  commission  revenues and
other  income  as  well  as  the   elimination  of  expenses   associated   with
investigations and settlements.

The results of operations for the six months are not  necessarily  indicative of
the results which may be expected for the entire fiscal year.

Revenues

Total revenues increased  $4,450,000 or 19% to $27,794,000 for the first half of
fiscal  1999,  mainly as a result of  increased  commissions  revenue  and other
income.   These  increases  were  partially  offset  by  losses  from  principal
transactions.

Commission revenues increased 24%, or $4,284,000,  for the six months ended July
31, 1998.  The Company  executed 57% more trades during the period at an average
commission 21% lower as compared to the same period in the prior year.

Investment  banking  revenues  decreased by  $179,000.  During the first half of
fiscal 1999 the Company raised $23.5 million for corporate  clients  through two
public  offerings and one private  placement.  In the same period in fiscal 1998
the Company raised $52.2 million for its clients  through four public  offerings
and four private placements.


                                       11
<PAGE>



Principal  transactions generated losses of $(82,000) in the first six months of
fiscal  1999,  as opposed to a $691,000  gain in the same period in fiscal 1998.
Investment  account  gains  totaled  $898,000,  while market  making  activities
generated a loss of $(980,000).

Other revenues  increased  $1,185,000 to  $1,640,000,  mainly as a result of the
Company's merchant banking and asset management activities.


Expenses

Total  expenses  for the first  half of  fiscal  1999  were  $30,277,000,  a 10%
increase over the same period in fiscal 1998. As a percentage of revenues, these
expenses decreased from 118% in fiscal 1998 to 109% in fiscal 1999.

Fluctuations  in the  Company's  expense  categories  for the six  month  period
resulted from the same factors causing  fluctuations for the second quarter. The
primary  factors  resulting  in higher  expenses  were the  increase  in trading
volume, relocation of corporate headquarters, opening of new branch offices, and
technological upgrades. Primary factors resulting in decreased expenses were the
elimination  of  the  investigations  and  settlements  expenses  and  decreased
amortization of recruiting payments to brokers.

Weighted average common shares outstanding

The average  number of common  shares and common stock  equivalents  outstanding
used in the  computation  of basic and  diluted  earnings  per common  share was
8,100,126  for the first half of fiscal 1999 and 8,132,452 for the first half of
fiscal 1998.


Liquidity and Capital Resources

Approximately  51% of the Company's  assets at July 31, 1998 are highly  liquid,
consisting primarily of cash and cash equivalents,  securities inventories,  and
receivables from other broker-dealers, all of which fluctuate depending upon the
levels  of  customer   business   and   trading   activity.   Receivables   from
broker-dealers,  which are primarily from the Company's  clearing  broker,  turn
over rapidly.  As a securities  dealer, the Company may carry significant levels
of trading  inventories  to meet  customer  needs.  The  Company's  inventory of
market-making securities is readily marketable; however, holding large blocks of
the same  security may limit  liquidity and prevent  realization  of full market
value  for  the  securities.  Securities  owned,  but  not  readily  marketable,
represent underwriter warrants and the securities underlying such warrants.  The
liquidity of these  securities is limited.  A relatively small percentage of the
Company's  total assets are fixed.  The Company's total assets or the individual
components of total assets may vary  significantly from period to period because
of changes  relating to customer  demand,  economic and market  conditions,  and
proprietary trading strategies.

GKN,  Southeast,  and Shochet,  the Company's domestic  operating  broker-dealer
subsidiaries,  are subject to the net capital rules of the National  Association
of Securities  Dealers,  Inc. (NASD) and the Securities and Exchange  Commission
(SEC). As such, they and the Company are subject to certain  restrictions on the
use of capital and its related  liquidity.  GKN's,  Southeast's,  and  Shochet's
respective net capital positions as of July 31, 1998, were $4,807,000, $690,000,
and $454,000,  which were $4,557,000,  $527,000 and $354,000,  respectively,  in
excess of their respective net capital requirements.

In conjunction with the Company's move of its corporate headquarters in New York
City the Company has significantly  upgraded its  technological  infrastructure.
The combined costs of the move and the  technological  investment  were financed
through a series of  operating  leases.  These  leases  total $4.8  million.  As
security for these leases,  the Company arranged for a standby letter of credit.
As  collateral  for the  standby  letter of credit,  the Company has placed $2.4
million in a  restricted  cash escrow  account  with the  provider.  The Company
intends to use debt and lease financing prudently in the future.

                                       12
<PAGE>



The  Company's  overall  capital and funding needs are  continually  reviewed to
ensure that its capital  base can support the  estimated  needs of its  business
units.  These  reviews take into account  business  needs as well as  regulatory
capital requirements of the subsidiaries.  Based upon these reviews,  management
believes that the Company's capital structure is adequate for current operations
and reasonably foreseeable future needs.

Other Matters

Year 2000 Computer Issue

Based upon a preliminary  study,  the Company expects a minimal  internal impact
from the "Year 2000 Computer Issue".  All of the Company's computer programs are
provided by third-party vendors and service providers. Most of the programs were
purchased  after the Year 2000  Computer  Issue became  widely  recognized.  The
Company  has  sought,  and expects to  receive,  written  confirmation  from its
third-party  program and service providers that the Year 2000 Computer Issue has
been appropriately managed.  Schroder & Co., the Company's clearing firm, is the
Company's largest and most important computer services related vendor.  Schroder
& Co. has provided the Company with assurances that they expect to appropriately
manage  the Year 2000  Computer  Issue on a timely  basis.  Management  does not
expect the Year 2000 Computer  Issue to have a material  effect on the Company's
earnings. However, there can be no assurance that the systems of other companies
or third-party vendors and service providers on which the Company's systems rely
also will be  appropriately  examined on a timely basis.  The Year 2000 Computer
Issue creates risk for the Company from unforeseen  problems in its own computer
systems,  third-party vendors and service providers, and from third parties with
whom the Company deals on financial transactions worldwide.  Such failures could
have a material impact on the Company's ability to conduct business.

New Accounting Pronouncements

In March 1997, the Financial  Accounting Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  No.  128,  Earnings  Per Share (SFAS 128),
effective  beginning in the fiscal year ending January 31, 1998.  This statement
changes the calculation and presentation of earnings per common share (EPS). The
new  presentation  consists of basic EPS,  which  includes  no  dilution  and is
computed by dividing net income by the weighted-average  number of common shares
outstanding  for the period,  and diluted EPS,  which is similar to the previous
fully diluted EPS. The financial  statements  reflect the implementation of SFAS
128.

In June 1997, the FASB issued  Statement of Financial  Accounting  Standards No.
130,  Reporting  Comprehensive  Income  (SFAS 130),  effective  beginning in the
fiscal year ending January 31, 1999.  This statement  establishes  standards for
the  reporting and display of  comprehensive  income and its  components.  Total
comprehensive income measures all changes in stockholders' equity resulting from
transactions  of the period,  other than  transactions  with  stockholders.  The
financial statements reflect the implementation of SFAS 130.


Safe Harbor Cautionary Statement

The Company occasionally makes forward-looking  statements such as forecasts and
projections  of  expected  future  performance  or  statements  of its plans and
objectives.  When used in this report and in future  filings by the Company with
the SEC, in the Company's  press releases and in oral  statements  made with the
approval of an authorized executive officer of the Company, the words or phrases
"will likely result," "the Company  expects," "will continue," "is anticipated,"
"estimated,"   "project,"  or  "outlook"  or  similar   expressions   (including
confirmations  by an  authorized  executive  officer of the  Company of any such
expressions  made by a third party with  respect to the Company) are intended to
identify forward-looking statements within the meaning of the Private Securities
Litigation  Reform Act of 1995.  The  Company  wishes to caution  readers not to
place  undue  reliance  on any such  forward-looking  statements,  each of which
speaks only as of the date made.  Such  statements  are subject to certain risks
and  uncertainties  that could cause actual  results to differ  materially  from
historical earnings and those presently anticipated or projected.

                                       13
<PAGE>



Factors  that could affect the  Company's  results of  operations  and cause its
results to differ from these  statements  include the volatility and price level
of  the  securities   markets;   the  volume,  size  and  timing  of  securities
transactions;  the  demand  for  investment  banking  services;  the  level  and
volatility of interest rates; the availability of credit;  legislation affecting
the business and financial  communities;  and the economy in general. For a more
complete discussion of these and other factors,  see the Company's  registration
statement  filed on Form S-1,  as amended  (No.  333-05273),  and the  Company's
periodic  Form 10-K,  10-Q,  and 8-K  filings  with the SEC.  The Company has no
obligation to publicly  release the result of any revisions  that may be made to
any forward-looking statements to reflect anticipated or unanticipated events or
circumstances occurring after the date of such statements.


                                       14
<PAGE>



Part II - OTHER INFORMATION


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

         The Company held its Annual Meeting of  Stockholders  on July 15, 1998.
         At the meeting,  the three  incumbent  directors for  re-election  were
         re-elected to three-year terms, receiving the number of votes set forth
         below:

         Director               Votes for Re-Election        Authority Withheld
         ------------------     ----------------------      ------------------- 
         Peter R. Kent                 5,834,091                  55,455
         John P. Margaritis            5,823,341                  66,205
         Peter R. McMullin             5,824,091                  65,455

         At the  meeting,  the  stockholders  also  approved an amendment to the
         Company's   Certificate  of  Incorporation  to change its name from GKN
         Holding Corp. to  Research Partners International,  Inc. The votes were
         as follows:

             For           Against         Abstain        Broker Non-Votes
          -----------      -------         -------        -----------------
           5,852,796         2,650          34,100                -

Item 5.  Other Information

         Notice to Stockholders Regarding 1999 Annual Meeting of Stockholders:

         Pursuant  to Rule 14a-4  promulgated  by the  Securities  and  Exchange
         Commission,  stockholders  are advised  that the  Company's  management
         shall be permitted to exercise  discretionary  voting  authority  under
         proxies it solicits and obtains for the Company's  1999 Annual  Meeting
         of Stockholders with respect to any proposal presented by a stockholder
         at  such  meeting,  without  any  discussion  of  the  proposal  in the
         Company's proxy statement for such meeting, unless the Company receives
         notice of such  proposal at its principal  office  located at One State
         Street Plaza, New York, New York, no later than April 30, 1999.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:

         3.1(b)   -  Amendment to Registrant's Restated Certificate of 
                     Incorporation

         27       -  Financial Data Schedule BD

         (b) Reports on Form 8-K:

         The Company  filed a Current  Report on Form 8-K,  dated July 23, 1998,
         reporting  under  Item 5,  Other  Events,  the  issuance  of two  press
         releases which announced,  (i) that the Company's stockholders approved
         a change in the  Company's  name from GKN  Holding  Corp.  to  Research
         Partners  International,  Inc.  and the  re-election  of certain of its
         incumbent directors and (ii) the change in the Company's symbol to RPII
         and its CUSIP number to 761013101.


                                       15
<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.


                                RESEARCH PARTNERS INTERNATIONAL, INC.


Date:  September 14, 1998       /s/ David M. Nussbaum
                                ---------------------
                                David M. Nussbaum
                                Chairman of the Board and
                                Chief Executive Officer



                                /s/ Peter R. Kent
                                ---------------------------
                                Peter R. Kent, Executive Vice President
                                Chief Operating Officer and
                                Chief Financial Officer



                                       16

<PAGE>


             RESEARCH PARTNERS INTERNATIONAL, INC. AND SUBSIDIARIES
                                  Exhibit Index



Number        Description

3.1(b)        Amendment to Registrant's Restated Certificate of Incorporation

27            Financial Data Schedule BD (7/31/98)


                                       17
<PAGE>