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                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

                                               
                                       --------

                                     FORM 10-Q/A
                                   (AMENDMENT NO.1)

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


                         FOR THE QUARTER ENDED JUNE 30, 1998

                            COMMISSION FILE NUMBER 0-27190


                           PARAMOUNT FINANCIAL CORPORATION
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                    DELAWARE                           11-3072768
          (STATE OR OTHER JURISDICTION              (I.R.S. EMPLOYER
          OF INCORPORATION OR ORGANIZATION)        IDENTIFICATION NO.)



                ONE JERICHO PLAZA, JERICHO, NEW YORK             11753
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)         (ZIP CODE)


                                    (516) 938-3400
                 (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
                                                ---------      --------


                 NUMBER OF SHARES OUTSTANDING AT SEPTEMBER 15, 1998:

             1,997,500 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE.


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     <PAGE>
                           PARAMOUNT FINANCIAL CORPORATION

                 AMENDMENT NO.1 ON FORM 10-Q/A FOR THE QUARTER ENDED

                                    JUNE 30, 1998


               Three typographical errors contained in Paramount Financial
          Corporation's Form 10-Q for the quarter ended June 30, 1998 (the
          "Original Form 10-Q") are hereby corrected, as follows:
           ------------------

                    A.  The numeric figure "13,644,228" is added to the
          line item entitled "Additional paid-in capital" in the June 30,
          1998 column on the Consolidated Balance Sheets in lieu of the
          typographical error "13,664,228" in the Original Form 10-Q.

                    B.  The numeric figure "17,500,000" is added as the
          authorized number of shares of Common Stock, $.04 par value, on
          the Consolidated Balance Sheets in lieu of the typographical
          error "4,375,000" from the Original 10-Q.

                    C.  The numeric figure "$13,644,228" is added to the
          line item entitled "BALANCE, JUNE 30, 1998" in the column
          entitled "Additional Paid-in-Capital" on the Consolidated
          Statement of Changes in Stockholders' Equity in lieu of the
          typographical error $13,664,228" in the Original Form 10-Q.

                    In addition, Footnote 5 to the Notes to Unaudited
          Consolidated Financial Statements is amended in its entirety to
          read as follows:

                    "Effective May 19, 1998, the Board of
                    Directors approved a reduction of the
                    authorized number of shares of common stock
                    from 35,000,000 to 17,500,000 and authorized
                    a one-for-four reverse stock split of the
                    Company's common stock.  The par value of the
                    common stock was increased from $.01 to $.04
                    per share.  Accordingly, all references in
                    the financial statements and notes to common
                    share data have been adjusted to reflect the
                    reverse stock split.  Preferred stock
                    remained unchanged."

               Except as provided above, there are no additional changes to
          the Original Form 10-Q.  The complete Consolidated Balance
          Sheets, Consolidated Statement of Changes in Stockholders' Equity
          and Notes to Consolidated Financial Statements, as hereby
          corrected, are set forth on the next page hereof.


     <PAGE>

                            PART I:  FINANCIAL INFORMATION

          ITEM 1.   FINANCIAL STATEMENTS

                   PARAMOUNT FINANCIAL CORPORATION AND SUBSIDIARIES
                   ------------------------------------------------

                             CONSOLIDATED BALANCE SHEETS
                             ---------------------------


                                              DECEMBER 31,     JUNE 30,
                        ASSETS                     1997          1998    
                        ------                -------------  ------------
                                                              (UNAUDITED)

           Cash and cash equivalents . . .   $ 2,209,649    $ 4,356,884

           Investments available for sale      3,524,456             --

           Accounts receivable . . . . . .     1,138,479      1,424,288

           Net investment in direct finance
            and sales-type leases  . . . .    39,941,764     34,045,111

           Assets held under operating
            leases, net of accumulated
            depreciation . . . . . . . . .     5,459,895      8,294,465

           Other assets  . . . . . . . . .       788,218      1,506,641
                                              ----------     ----------
           Total assets  . . . . . . . . .   $53,062,461    $49,627,389
                                              ==========     ==========


             LIABILITIES AND SHAREHOLDERS'
             -----------------------------
              EQUITY
              ------

           Notes payable . . . . . . . . .   $ 2,656,365    $ 3,409,731

           Accounts payable  . . . . . . .     1,307,496        878,176

           Accounts payable - leases . . .       708,568        382,753

           Accrued expenses  . . . . . . .       383,097        250,609

           Obligations for financed
            equipment - non-recourse . . .    40,287,404     37,338,900

           Deferred income taxes . . . . .        73,848             --
                                              ----------    -----------
           Total liabilities . . . . . . .    45,416,778     42,260,169
                                              ----------    -----------

           Shareholders' equity:

           Preferred stock, $.01 par 
            value; 5,000,000 shares
            authorized, none outstanding              --             --

           Common stock, $.04 par 
            value; 17,500,000 shares
            authorized, and 1,997,500
            shares issued and 
            outstanding  . . . . . . . . .        79,900         79,900

           Additional paid-in capital  . .    13,644,228     13,644,228

           Accumulated deficit . . . . . .    (6,049,080)    (6,311,957)

           Treasury stock, 12,500 and
            19,000 shares at cost,
            respectively,  . . . . . . . .       (29,365)       (44,951)
                                              ----------     ----------

           Total shareholders' equity  . .     7,645,683      7,367,220
                                              ----------     ----------
           Total liabilities and
            shareholders' equity . . . . .   $53,062,461    $49,627,389
                                              ==========     ==========

                   See accompanying notes to financial statements.


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                   PARAMOUNT FINANCIAL CORPORATION AND SUBSIDIARIES
                   ------------------------------------------------

              CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              ---------------------------------------------------------

                        FOR THE SIX MONTHS ENDED JUNE 30, 1998
                        --------------------------------------

                                      UNAUDITED
                                      ---------


                                      COMMON STOCK
                                 ----------------------     ADDITIONAL
                                  SHARES      AMOUNT     PAID-IN-CAPITAL
                                  ------      ------     ---------------



            BALANCE, DECEMBER
             31, 1997 . . . . .  1,997,500      $79,900      $13,644,228

            Net loss  . . . . .        --           --               -- 

            Purchase of
            treasury                   --           --               -- 
             stock  . . . . . .  ---------     --------       ----------

            BALANCE, JUNE 30,
             1998 . . . . . . .  1,997,500      $79,900      $13,644,228
                                 =========     ========       ==========





                                     ACCUMULATED  TREASURY
                                      (DEFICIT)     STOCK       TOTAL
                                     ----------     -----       -----


             BALANCE, DECEMBER
              31, 1997 . . . . . .  ($6,049,080)   $(29,365)   $7,645,683

             Net loss  . . . . . .     (262,877)        --       (262,877)

             Purchase of treasury
              stock  . . . . . . .          --      (15,586)      (15,586)
                                     ---------- -----------    ----------

             BALANCE, JUNE 30,
              1998 . . . . . . . .  ($6,311,957)   ($44,951)   $7,367,220
                                     ========== ===========    ==========



                   See accompanying notes to financial statements.


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                   PARAMOUNT FINANCIAL CORPORATION AND SUBSIDIARIES
                   ------------------------------------------------

                 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------------


          1.   The accompanying unaudited consolidated financial statements
               have been prepared in accordance with the instructions for
               Form 10-Q and Regulation S-X related to interim period
               financial statements and, therefore, do not include all
               information and footnotes required by generally accepted
               accounting principles.  However, in the opinion of
               management, all adjustments (consisting of normal recurring
               adjustments and accruals) considered necessary for a fair
               presentation of the financial position of Paramount
               Financial Corporation and subsidiaries (the "Company") at
               June 30, 1998 and its results of operations and cash flows
               for the three and six months ended June 30, 1997 and 1998,
               respectively, have been included.  The results of operations
               for the interim periods are not necessarily indicative of
               the results that may be expected for the entire year. 
               Reference should be made to the annual financial statements,
               including footnotes thereto, included in the Company's Form
               10-K for the fiscal year ended December 31, 1997.

          2.   The financial statements for the three and six months ended
               June 30, 1998 are consolidated to include the results of the
               Company's two wholly owned subsidiaries, Paratech Resources,
               Inc. and Deltaforce Personnel Services, Inc ("Deltaforce"). 
               All material intercompany balances and transactions have
               been eliminated.

          3.   On January 9, 1998, the Company acquired 100% of the
               outstanding shares of Deltaforce, a privately held New York
               City-based staffing company, for approximately $723,000,
               which included $325,000 of notes payable.  The acquisition
               was accounted for as a purchase and accordingly the
               operating results of Deltaforce have been included in the
               Company's consolidated statements since the date of the
               acquisition.  The excess of the aggregate purchase price
               over the fair market value of the net assets acquired of
               approximately $626,000 has been recorded as goodwill and is
               being amortized over 15 years.

          4.   In April 1998, the Company entered into a term loan with a
               bank collateralized by $600,000 in cash maintained in an
               investment account. Principal payments of approximately
               $41,600  and interest are due on a quarterly basis through
               April 20, 2001.

          5.   Effective May 19, 1998, the Board of Directors approved a
               reduction of the authorized number of shares of common stock
               from 35,000,000 to 17,500,000 and authorized a one-for-four
               reverse stock split of the Company's common stock.  The par
               value of the common stock was increased from $.01 to $.04
               per share.  Accordingly, all references in the financial
               statements and notes to common share data have been adjusted
               to reflect the reverse stock split.  Preferred stock
               remained unchanged.

          6.   On August 3, 1998, the Company acquired the business of RBW
               Staffing Services, Inc. (d/b/a "WordSmiths Staffing
               Services"), a privately held, New York City-based staffing
               company.  The acquisition will be accounted for as a
               purchase; accordingly, the purchase price will be allocated
               to the underlying assets purchased based on their respective
               estimated fair market values at the date of acquisition.


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                                      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.


                                        PARAMOUNT FINANCIAL CORPORATION



          Date: September 15, 1998      By:    /s/ Paul Vecker        
                                           ---------------------------
                                               Paul Vecker, Senior Vice
                                               President and Chief
                                               Financial Officer


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